SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]     Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the fiscal year ended December 31, 1996, 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 number 0-16815

              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

DELAWARE                                                   52-1453513
(State or other Jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

14160 DALLAS PARKWAY, SUITE 300, DALLAS, TEXAS                75240
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:       (972) 770-5600
                                                          --------------

Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class

                  42,711 Limited Partnership Assignee Interests

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  twelve months (or for such shorter period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes X    No

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

         The Registrant's  outstanding  securities consist of assignee interests
in limited  partnership  interests  which have no readily  ascertainable  market
value since there is no public trading  market for these  securities on which to
base a calculation of aggregate market value.

         Documents incorporated by reference.     NONE


<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP
                        (A DELAWARE LIMITED PARTNERSHIP)
                          1996 FORM 10-K ANNUAL REPORT



                                TABLE OF CONTENTS


                                     PART I


                                                                            Page
                                                                            ----

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


                                     PART II


Item 5.      Market for the Registrant's Pension Notes and Limited
                Partnership Assignee Interests and Related Partnership Matters 3
Item 6.      Selected Financial Data                                           4
Item 7.      Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                      4
Item 8.      Financial Statements and Supplementary Data                       6
Item 9.      Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure                           22


                                    PART III


Item 10.     Directors and Executive Officers of the Registrant               22
Item 11.     Executive Compensation                                           25
Item 12.     Security Ownership of Certain Beneficial Owners and
                Management                                                    25
Item 13.     Certain Relationships and Related Transactions                   25

                                     PART IV


Item 14.     Exhibits, Financial Statement Schedules and Reports on Form 8-K  26


<PAGE>

                                     PART I


Item 1.  Business

         NHP   Retirement   Housing   Partners   I  Limited   Partnership   (the
Partnership),  a Delaware  limited  partnership  was formed  under the  Delaware
Revised Uniform  Limited  Partnership Act as of March 10, 1986. On September 23,
1986, the Partnership  commenced  offering 25,000 Assignee  Interests and 50,000
Pension  Notes,  both at a  price  of  $1,000  per  unit  (the  Offering)  . The
Partnership  subsequently exercised its right to increase the offering to 75,000
Assignee  Interests and 100,000  Pension Notes.  The offering was managed by NHP
Real Estate  Securities,  Inc. and was  terminated on September  22, 1987,  with
subscriptions for 42,711 Assignee Interests and 42,697 Pension Notes.

         The Assignee Interests were sold to taxable individuals or entities and
represent assignments of limited partnership interests in the Partnership issued
to  NHP  RHP-I  Assignor   Corporation   (Assignor   Corporation),   a  Delaware
corporation,  the assignor and sole limited partner.  Pension Notes were sold to
qualified  profit-sharing,  pension and other retirement trusts, bank commingled
trust  funds for such  trusts,  Keogh  Plans and IRAs,  government  pension  and
retirement  trusts,  and  other  entities  intended  to be exempt  from  Federal
taxation.  The Pension  Notes are  nonrecourse  obligations  of the  Partnership
issued under a Trust Indenture  between the Partnership and The National Bank of
Washington,  (NBW) Washington,  D.C., as Trustee, and have a preference over the
Assignee  Interests  with respect to payment.  In August 1990, the assets of NBW
were  purchased  by Riggs  National  Bank,  Washington,  D.C.  which  became the
successor  trustee.  In November 1996, Riggs National Bank transferred its trust
operations  to the Bank of New  York,  New York  City,  which  claims  to be the
successor trustee.

         The original General Partner of the Partnership was NHP/RHGP-I  Limited
Partnership (NHP/RHGP-I),  a Delaware limited partnership, and NHP/RHGP-I held a
2%  interest  as general  partner in the  Partnership.  On  December  19,  1991,
NHP/RHGP-I  executed an amended and  restated  purchase  agreement  with Capital
Realty Group Properties,  Inc. (CRG), a Texas  corporation,  for the transfer of
its general partner interests in the Partnership.  CRG assigned its rights under
this purchase  agreement to an affiliate,  Capital Realty Group Senior  Housing,
Inc.  (CRGSH),  a Texas  corporation.  The substitution of CRGSH as sole general
partner  of  the  Partnership  required  the  consent  of  50%  or  more  of the
outstanding  Assignee  Interests  which had been issued by the  Partnership  and
assigned by Assignor Corporation to the Assignee Holders.  Under the Partnership
Agreement,  holders of the  nonrecourse  Pension Notes are not entitled to vote.
Pursuant to a Consent  Solicitation  dated  October 25, 1994,  Assignee  Holders
holding more than 64% of the equity  interests in the  Partnership  approved the
election  of CRGSH,  as the  replacement  general  partner  of the  Partnership.
Effective  January 23, 1995,  CRGSH  became the new sole general  partner of the
Partnership.  CRGSH  is a  wholly  owned  subsidiary  of  Capital  Realty  Group
Corporation,  a Texas  corporation  (Capital).  Capital is owned 50% by James A.
Stroud  (through  a trust)  and 50% by  Jeffrey  L.  Beck.  The  address  of the
principal  executive  offices  of CRGSH is the  same as the  Partnership:  14160
Dallas Parkway,  Suite 300,  Dallas,  Texas 75240, and their telephone number at
such address is the same as the Partnership (972)770-5600.

         The  Partnership's  business is to acquire  existing and to develop new
residential  rental  properties for retirement age occupants (the Properties) to
the  extent  possible  on an  all  cash  basis  (without  third  party  mortgage
indebtedness)  and to operate such  Properties.  The Partnership  presently owns
four  properties  and has a 99.99%  interest  in a fifth  property.  See Item 2.
Properties for a description of these Properties and the business plan for these
Properties.

         Effective  January 1, 1992,  CRGSH was selected by NHP/RHGP-I to manage
the five Properties of the Partnership.  Effective June 1, 1993, the Partnership
entered  into  a  Partnership   Management   Agreement  with  CRGSH  to  provide
administrative   services  on  behalf  of  the  Partnership.   This  Partnership
management agreement was terminated effective upon CRGSH becoming the substitute
general  partner.  CRGSH assigned its contract  rights to manage the Partnership
properties to Capital Senior Living, Inc. ("CSL") effective February 1, 1996.

         The Partnership did not have any employees as of December 31, 1996.
                                       1
<PAGE>

Regulatory Matters

         Federal,  state and local  government  regulations  govern  fitness and
adequacy,  equipment,  personnel  and standards of medical care at a health care
facility,  as  well  as  health  and  fire  codes.  Changes  in  the  applicable
regulations  could  adversely  affect the operations of a property,  which could
also affect the financial  results of the Partnership.  Any impact from proposed
health care  legislation is not known at this time;  however,  such impact could
adversely affect the Partnership operations.

Item 2.  Properties

         The following is a schedule of the Properties owned by the Partnership.
All of the  Properties are owned in fee directly by the  Partnership  except The
Amberleigh,  which is owned by a limited partnership in which the Partnership is
a 99.99%  partner.  The  Properties  are encumbered by mortgages in favor of the
trustee for the benefit of the Pension Note holders.
<TABLE>
<CAPTION>

                                                       Units Occupied                     Units Occupied
                                   Number            as a Percentage of                 as a Percentage of
          Property                   of              Total Units, as of                 Total Units, as of
        Name/Location               Units             December 31, 1996                  December 31, 1995
        -------------               -----             -----------------                  -----------------

<S>                                  <C>                     <C>                                <C>
Veranda Club                         189                     98%                                93%
  Boca Raton, Florida

The Amberleigh                       271                     98%                                95%
  At Woodstream Farms
  Williamsville, New York

The Atrium at Carmichael             153                     98%                                93%
  Sacramento, California

Crosswood Oaks                       122                     86%                                83%
  Sacramento, California

The Heatherwood                      160                     81%                                88%
  Southfield, Michigan

</TABLE>


                                       2
<PAGE>


         The cornerstones of the General Partner's  business plan for continuing
to improve the  Properties'  performance  are expanding the services  offered to
residents to include special  services and home health care programs,  continued
effective  use of  creative  marketing  techniques  such as  outreach  to  local
hospitals  and  physicians,  and sound,  cost  effective  site  operations.  The
introduction  of special  services  and home  health care is intended to end the
premature  loss of  tenants  which  some of the  Partnership's  properties  have
experienced  in the past.  Special  services  and home health care also tends to
attract the well  elderly to a community  because  they see the  possibility  of
receiving assistance in their day-to-day living (e.g., bathing, dressing, eating
and taking medication) without having to move to another facility at a difficult
time. Thus, offering special services and home health care tends to attract more
people who know they can stay for a longer period,  with obvious benefits to the
community's  occupancy and resident turnover.  The General Partner believes this
philosophy provides an opportunity for improved operations at the Properties.

         Due to aging of the  Properties  and the  Partnership's  goal to remain
competitive in its real estate markets,  the General Partner developed a capital
improvement  program that was  implemented in 1994 and scheduled to be completed
in 1997. The program varies by property,  but generally includes painting of the
building,  replacement  of carpet and  curtains,  purchase of new  furniture and
furniture refurbishment,  and purchase of new equipment. In 1994, 1995 and 1996,
$430,197,   $712,919  and   $525,567,   respectively,   was  spent  for  capital
expenditures. Budgeted capital expenditures for 1997 are approximately $504,240.

Item 3.  Legal Proceedings

         The Partnership is not involved in any material legal proceedings as of
March 20, 1997.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.


                                       3
<PAGE>
                                     PART II



Item 5.  Market for the  Registrant's  Pension  Notes  and  Limited  Partnership
         Assignee Interests and Related Partnership Matters

         (a)      Assignee  Interests  and  Pension  Notes  were sold  through a
                  public offering  managed by NHP Real Estate  Securities,  Inc.
                  There is not currently,  and it is not anticipated  that there
                  will be, any  established  public trading market for resale of
                  Assignee Interests or Pension Notes. Accordingly,  an investor
                  may be unable to sell or otherwise  dispose of his interest in
                  the Partnership.

         (b)      As of March 19, 1997, there were 2,443  registered  holders of
                  Assignee  Interests  and 3,373  registered  holders of Pension
                  Notes.

                  As of March 27, 1997,  an affiliate of the general  partner of
                  the  Partnership  had purchased  approximately  10,818 Pension
                  Notes, or approximately 25.3% of the Partnership's outstanding
                  Pension Notes.

         (c)      Each Pension  Note  bears  stated  interest in an amount equal
                  to 13 percent  per  annum,  9 percent of  which was subject to
                  deferral  through December 31, 1988 and 6  percent of which is
                  subject  to   deferral   thereafter.    Interest  is   payable
                  quarterly.  Quarterly  distributions  of  Cash  Available  for
                  Distribution  (as defined in  the Partnership  Agreement)  are
                  payable to  Assignee  Interest  Holders  within 60 days  after
                  the end of each  three-month  period,  subject to  the General
                  Partner's  right  to restrict  or suspend  such  distributions
                  for limited periods, if  the General Partner,  in its absolute
                  discretion,  determines  that  such  restriction or suspension
                  is in  the  best interests of the Partnership.

                                       3
<PAGE>

                  For each of the years ended December 31, 1996,  1995 and 1994,
                  interest  paid to the Pension Note Holders as a group  totaled
                  $2,995,574, $2,987,040 and $2,987,040, respectively, per year.
                  With respect to the fourth quarter of 1996,  interest payments
                  paid to Pension Note Holders on February 28, 1997  amounted to
                  $752,734.

                  No  cash  distributions  were  paid to the  Assignee  Interest
                  Holders  during  1996,  1995,  or 1994.  As  presented  in the
                  Statement  of Cash Flows  (below),  cash and cash  equivalents
                  increased  $538,577  for the year ended  December 31, 1996 and
                  decreased  $114,543 and $155,963 for the years ended  December
                  31, 1995 and 1994, respectively. Future cash requirements have
                  caused  the  General  Partner  to  determine  that  it is  not
                  financially  appropriate  to make  distributions  to  Assignee
                  Interest  Holders.   The  General  Partner   anticipates  that
                  distributions   will  be  suspended  until  operating  results
                  significantly improve. See Item 7 below.

Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                               ------------------------

                                        1996            1995              1994           1993             1992
                                        ----            ----              ----           ----             ----

<S>                             <C>                 <C>              <C>             <C>            <C>
Revenue                         $   14,488,099      $  14,020,626    $   13,445,022  $  12,247,313  $   10,947,444
                                ==============      =============    ==============  =============  ==============

Loss due to reduction
  in carrying value of
  rental property               $            0      $           0    $            0  $   3,300,000  $            0
                                ==============      =============    ==============  =============  ==============

Net loss                        $    3,574,668      $   3,690,549    $    3,773,975  $   7,580,517  $    4,670,855
                                ==============      =============    ==============  =============  ==============

Net Loss per Assignee Interest  $           82      $          85    $           87  $         174  $          107
                                ==============      =============    ==============  =============  ==============

Total assets                    $   56,071,884      $  57,749,496    $   58,967,958  $  60,399,012  $   65,821,271
                                ==============      =============    ==============  =============  ==============
Long-term obligations -
  Pension Notes, and related
  interest payable              $   63,353,172      $  60,573,461    $   58,039,450  $  55,729,421  $   53,604,651
                                ==============      =============    ==============  =============  ==============
Cash distributions per
   Assignee Interest            $            0      $           0    $            0  $           0  $            0
                                ==============      =============    ==============  =============  ==============
</TABLE>


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
           of Operations

Results of Operations

  Income from rental  operations  increased to $2,706,587  from  $2,377,625  and
$2,177,663 for the years ended December 31, 1996, 1995, and 1994,  respectively.
Rental revenue  increased in 1996 to $14,241,055 from $13,754,959 in 1995, or an
increase  of 3.5%,  primarily  as a result  of  rental  rate  increases.  Rental
expenses also increased to  $11,781,512 in 1996 from  $11,643,001 in 1995, or an
increase of 1.2%,  reflecting  increased  costs  primarily in  management  fees,
administration,  depreciation, taxes and insurance costs, utilities, maintenance
and resident services. The Partnership's net loss is $3,574,668,  $3,690,549 and
$3,773,975 for the years ended December 31, 1996, 1995 and 1994, respectively.

  Rental revenue  increased in 1995 to $13,754,959  from $13,187,354 in 1994, or
an increase of 4.3%,  primarily as a result of increased  rental  rates.  Rental
expenses also increased to  $11,643,001 in 1995 from  $11,267,359 in 1994, or an
increase  of  3.3%,  reflecting  increased  costs in  salaries,  administration,
depreciation,  taxes and  insurance,  and food  services.  Liquidity and Capital
Resources

                                       4
<PAGE>

Liquidity and Capital Resources

  Net  cash  provided  by  operating  activities  during  1996  was  $1,125,278,
representing a significant  improvement  over 1995 and 1994 net cash provided by
operating  activities of $659,336 and $334,887,  respectively.  Rent collections
increased in 1996 to $14,244,537  from $13,747,228 in 1995, an increase of 3.6%,
primarily from rental rate increases. Rental collections likewise increased from
$13,180,197 in 1994 to  $13,747,228  in 1995, or an increase of 4.3%,  primarily
from rental rate  increases.  Operating  expenses paid slightly  increased  from
$10,366,496 in 1995 to $10,370,794  in 1996.  Operating  expenses paid increased
from  $10,116,279  in 1994 to  $10,366,496  in  1995,  or an  increase  of 2.5%,
reflecting  increased  costs in salaries,  food,  administration,  depreciation,
taxes and insurance  costs.  Interest paid was $2,995,574 in 1996 and $2,987,040
in 1995 and 1994.

  For the years ended 1996, 1995 and 1994, cash generated from rental operations
was sufficient to pay the base interest amount on the $42,672,000 of outstanding
Pension Notes of $2,995,574, $2,987,040 and $2,987,040,  respectively.  Interest
payments on the Pension Notes are accrued at a 13% rate,  but were paid based on
a 7% pay rate in 1996, 1995, and 1994. The remaining 6% unpaid portion for these
years as well as amounts deferred in prior years in accordance with the terms of
the Pension Notes continues to be accrued and are due at maturity,  December 31,
2001. Accrued and unpaid interest at December 31, 1996, amounted to $20,681,172.
At the time of the maturity of the Pension  Notes,  total  principal and accrued
interest due will approximate $81 million.

  Cash and cash  equivalents  at December 31, 1996,  amounted to  $4,017,181  as
compared to  $3,478,604  at December  31,  1995.  Cash  required by  operations,
including  interest on Pension  Notes,  has been  funded by maturing  short-term
investments or available cash on hand. Though operations improved in the current
year, if operations do not improve significantly in the long-term,  future funds
may not be  available  to meet  operating  requirements  or for  payment  of the
Pension  Notes and accrued  interest  as  described  herein.  This cash need has
caused the General Partner to determine that it is not  financially  appropriate
to  make  distributions  to  Assignee  Interest  Holders.  The  General  Partner
anticipates  that  distributions  to  the  Assignee  Interest  Holders  will  be
suspended until operating results significantly improve.

  The Trust  Indenture  Agreement  (the  Indenture)  governing  the terms of the
Pension Notes provides for certain events of default.  The Partnership  would be
in default under the Notes for any of the following reasons: ( i) the failure of
the  Partnership  to pay  interest on a  quarterly  basis for any quarter at the
stated pay rate of 7%; (ii) the default in payment of  principal  of the Pension
Notes at maturity or upon call or redemption of the Notes;  (iii) default by the
Partnership in the performance or breach of any covenant;  and (iv)  institution
or decree of  bankruptcy  of the  Partnership.  All  covenants  included  in the
Indenture are non-financial in nature. Additionally,  the Indenture provides for
call or  redemption  of the Notes either at the election of the  Partnership  or
upon sale or refinancing of the underlying properties of the Partnership.

  The Partnership  Agreement  limited the number of Pension Notes to 50,000,  or
$50 million during the Offering.  Of the available 50,000,  42,697 Pension Notes
were subscribed.  The Partnership  Agreement does not specifically  prohibit the
Partnership  from  incurring  additional  mortgage  indebtedness  related to the
Properties by borrowing from banks and other  institutional  lenders in order to
finance  the  acquisition  and  development  of  Properties.  Although it is the
present intent of the Partnership to hold the Properties free and clear of third
party  mortgage  indebtedness  (other than the mortgages in favor of the Pension
Notes),  to the extent that financing is available at favorable  rates and would
be in the  best  interest  of  investors,  the  Partnership  may  obtain  future
financings for Properties, subject to applicable limitations.

  Although  cash flow from  operations  improved in 1996,  cash  generated  from
operations prior to 1994 had not been adequate to meet the Partnership's minimum
interest payment  requirements.  The annual shortfall was approximately  $59,000
during 1993, and averaged  approximately  $1.5 million annually in the five-year
period  prior to 1993.  The  shortfall  had been  funded by  Partnership's  cash
reserves,  which  principally  resulted  from funds  remaining  from the initial
offering  of  Partnership   Assignee  Interest  and  Pension  Notes,  after  the
acquisition   of  the   Partnership's   Properties.   Given  the  level  of  the
Partnership's  cash reserves at December 31, 1996, if the  Partnership is unable
to  significantly  increase  cash  generated  from  operations  over time,  cash
reserves may not be sufficient to fund its deferred Pension Note interest.

                                       5
<PAGE>

  If interest payments continue to be deferred at the current rate (see Note 6),
the total accrual for unpaid interest and principal will approximate $81 million
at December 31, 2001,  the  maturity  date of the Pension  Notes which is far in
excess of  projected  cash  reserves.  Accordingly,  there  will need to be very
significant  improvements in cash flows from operations  and/or increases in the
disposition  and  refinancing  values of the Properties to fund both the accrued
interest and the face value of the Pension Notes upon their maturity.

  The carrying value of the properties owned by the Partnership may still exceed
current market values as of December 31, 1996.  Should the Partnership be forced
to  dispose  of one or more  of its  Properties,  it  could  incur  a loss.  The
Partnership, however, does not intend to sell any Properties in the near future,
but rather intends to continue to hold and operate them as rental Properties. As
a result,  the  Partnership  has not obtained  appraisals of the current  market
value of its Properties.

  Management's  plans are to  continue  to manage the  Properties  prudently  to
achieve positive cash flows from operations after interest payments.

Item 8.  Financial Statements and Supplementary Data

     The financial  statements and  supplementary  data of the  Partnership  are
included on pages 9 through 22 of this report.

                                       6
<PAGE>

                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



The Partners
NHP Retirement Housing Partners I Limited Partnership

We have  audited  the  accompanying  statements  of  financial  position  of NHP
Retirement  Housing  Partners I Limited  Partnership as of December 31, 1996 and
1995, and the related statements of operations,  partners' equity (deficit), and
cash  flows for each of the two years in the period  ended  December  31,  1996.
These  financial   statements  are  the   responsibility  of  the  partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  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 audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of NHP Retirement Housing Partners
I Limited  Partnership  at  December  31,  1996 and 1995 and the  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 1996, in conformity with generally accepted accounting principles.




                                                  Ernst & Young LLP
Dallas, Texas
February 21, 1997

                                       7
<PAGE>

Report of Independent Public Accountants


To The Partners
NHP Retirement Housing Partners I
    Limited Partnership


We have audited the  accompanying  statements of  operations,  partners'  equity
(deficit)  and  cash  flows  of  NHP  Retirement   Housing  Partners  I  Limited
Partnership  (the  Partnership)  for the year ended  December  31,  1994.  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 audit.

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,  such  financial  statements  present  fairly,  in all material
respects,  the results of its  operations  and its cash flows of NHP  Retirement
Housing Partners I Limited  Partnership for the year ended December 31, 1994, in
conformity with generally accepted accounting principles presents fairly, in all
material  respects,   when  read  in  conjunction  with  the  related  financial
statements, the information therein set forth.

As discussed in Note 9 to the financial  statements,  the Partnership  generated
cash losses from  operations  over the past  several  years prior to 1995.  This
shortfall  from  operations  was funded by the  Partnership's  existing cash and
maturing  short-term  investments  remaining from its initial  public  offering.
Should the cash generated from  operations not continue to improve over the next
several  years,  the  Partnership's  cash  reserves  may not be adequate to fund
interest payments or other Partnership obligations. Management's plans regarding
these matters are described in Note 9.

As discussed in Note 10 to the financial statements,  the carrying values of the
Partnership's  rental  properties  may exceed the current  market  values of the
properties at December 31, 1994.  Should the Partnership be forced to dispose of
one or more of its  Properties,  it could  incur a loss.  Management's  plans in
regard to operations and the carrying value of the Partnership's  properties are
described in Notes 9 and 10. During 1993, a $3,300,000  write-down  was taken on
the  Partnership's  rental  properties;  there can be no assurance  that further
write-downs will not be needed in the future.

As discussed in Notes 6 and 9, the Partnership  defers a significant  portion of
the  interest on its  Pension  Notes.  Accordingly,  there would need to be very
significant  improvements in the cash flows from operations  and/or increases in
the values of the  Properties  to fund both the  accrued  interest  and the face
value of the Pension Notes upon their maturity.



Deloitte & Touche
Washington, D.C.
February 17, 1995

                                       8
<PAGE>



              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                        STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                                         ------------

                                                                                  1996                   1995
                                                                                  ----                   ----
                                                  ASSETS (Note 6)

<S>                                                                       <C>                      <C>
Cash and cash equivalents (Note 2)                                        $    4,017,181           $   3,478,604
Interest receivable                                                                1,200                   1,265

Other receivables (Note 4)                                                        28,363                 858,722

Pension notes issuance costs                                                   1,264,634               1,519,426

Pension notes organization costs                                                 265,102                 314,878

Prepaid expenses                                                                 285,111                 279,152

Rental property (Notes 1 and 10):
  Land                                                                         6,318,028               6,318,028

  Buildings and improvements, net of
    accumulated depreciation of $13,752,920
    in 1996 and $12,137,832 in 1995                                           43,853,213              44,942,735

Other assets                                                                      39,052                  36,686
                                                                          --------------           -------------

Total assets                                                              $   56,071,884           $  57,749,496
                                                                          ==============           =============
</TABLE>

<TABLE>
<CAPTION>

                                         LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
<S>                                                                        <C>                    <C>
 Accounts payable                                                          $     336,446          $      591,228
 Interest payable (Note 6)                                                    20,681,172              17,901,461
 Pension notes (Note 6)                                                       42,672,000              42,672,000
 Purchase installments (Note 4)                                                        0                 552,000
 Other liabilities (Notes 2 and 4)                                               818,377                 833,116
                                                                           -------------          --------------

                                                                              64,507,995              62,549,805
                                                                           -------------          --------------
Partners' deficit (Notes 5 and 7):
  General Partner                                                             (1,465,252)             (1,332,625)
  Assignee Limited Partner - 42,691
    investment units outstanding                                              (6,970,859)             (3,467,684)
                                                                           -------------          ---------------

Total partners' deficit                                                       (8,436,111)             (4,800,309)
                                                                           -------------          --------------

Total liabilities and partners' deficit                                    $  56,071,884          $   57,749,496
                                                                           =============          ==============
</TABLE>

                                       9
<PAGE>

              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                            Year Ended December 31,
                                                                            -----------------------

                                                                      1996             1995                1994
                                                                      ----             ----                ----
REVENUES:
<S>                                                           <C>                <C>               <C>
  Rental income                                               $  14,241,055      $ 13,754,959      $  13,187,354
  Interest income                                                    79,811            83,348             71,462
  Other income                                                      167,233           182,319            186,206
                                                              -------------      ------------      -------------


                                                                 14,488,099        14,020,626         13,445,022
                                                              -------------      ------------      -------------
COSTS AND EXPENSES:
   Salaries, related benefits and overhead reimbursements(Note 3) 3,825,002         3,919,906          3,857,590
   Management fees, dietary fees and other services (Note 3)      1,350,502         1,326,272          1,312,079
   Insurance advisory fees and reinsurance premiums (Note 3)              0                 0             91,922
   Administrative and marketing                                     754,504           700,594            608,230
   Utilities                                                        874,156           852,805            889,124
   Maintenance                                                      451,412           444,394            421,579
   Resident services, other than salaries                           297,794           292,097            263,484
   Food services, other than salaries                             1,511,771         1,513,898          1,432,153
   Depreciation                                                   1,615,089         1,525,513          1,439,377
   Taxes and insurance                                            1,101,282         1,067,522            951,821
                                                              -------------      ------------      -------------

                                                                 11,781,512        11,643,001         11,267,359
                                                              -------------      ------------      -------------

INCOME FROM RENTAL OPERATIONS                                     2,706,587         2,377,625          2,177,663
                                                              -------------      ------------      -------------

COSTS AND EXPENSES:
  Interest expense - pension notes (Note 6)                       5,775,285         5,521,051          5,297,069
  Amortization of pension
   notes issuance costs                                             254,792           254,792            254,792
  Amortization of pension notes
   organization  costs                                               49,776            49,776             49,776
  Other expenses                                                    201,402           242,555            350,001
                                                              -------------      ------------      -------------

                                                                  6,281,255         6,068,174          5,951,638
                                                              -------------      ------------      -------------

NET LOSS                                                      $  (3,574,668)     $ (3,690,549)     $  (3,773,975)
                                                              =============      ============      =============

ALLOCATION OF NET LOSS:
General Partner                                               $     (71,493)     $    (73,811)     $     (75,480)
Assignor Limited Partner                                         (3,503,175)       (3,616,738)        (3,698,495)
                                                              -------------      ------------      -------------

                                                              $  (3,574,668)     $ (3,690,549)     $  (3,773,975)
                                                              =============      ============      =============

NET LOSS PER ASSIGNEE INTEREST                                $         (82)     $        (85)     $         (87)
                                                              =============      ============      =============
</TABLE>

                                       10
<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP


                              A LIMITED PARTNERSHIP

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>

                                                              General
                                                              Partner-
                                                           Capital Realty          Assignee
                                                            Group Senior           Limited
                                                            Housing, Inc.          Partners             Total
                                                          -------------         -------------      -------------

<S>                                                       <C>                   <C>                <C>
Partners' equity (deficit) at January 1, 1994             $  (1,061,721)        $   3,847,549      $   2,785,828

Distributions                                                   (60,653)                    -            (60,653)

Net Loss                                                        (75,480)           (3,698,495)        (3,773,975)
                                                          -------------         -------------      -------------

Partners' equity (deficit) at December 31, 1994              (1,197,854)              149,054         (1,048,800)

Distributions                                                   (60,960)                    0            (60,960)

Net Loss                                                        (73,811)           (3,616,738)        (3,690,549)
                                                          -------------         -------------      -------------

Partners' deficit at December 31, 1995                       (1,332,625)           (3,467,684)        (4,800,309)

Distributions                                                   (61,134)                    0            (61,134)

Net Loss                                                        (71,493)           (3,503,175)        (3,574,668)
                                                          -------------         -------------      -------------

Partners' deficit at December 31, 1996                    $  (1,465,252)        $  (6,970,859)     $  (8,436,111)
                                                          =============         =============      =============
</TABLE>


                                       11
<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                           Year Ended December 31,
                                                                           -----------------------

                                                                      1996              1995            1994
                                                                      ----              ----            ----
Cash flows from operating activities:

<S>                                                              <C>              <C>              <C>
  Rent collections                                               $   14,244,537   $  13,747,228    $  13,180,197
  Interest received                                                      79,876          83,325           71,803
  Other income                                                          167,233         182,319          186,206
  Management fees, dietary fees and other services                   (1,351,527)     (1,326,188)      (1,312,855)
  Salary, related benefits and overhead reimbursements               (3,816,530)     (3,925,369)      (3,858,879)
  Insurance advisory services and reinsurance premiums                        0               0          (91,922)
  Other operating expenses paid                                      (5,202,737)     (5,114,939)      (4,852,623)
  Interest paid                                                      (2,995,574)     (2,987,040)      (2,987,040)
                                                                 --------------   -------------    -------------

  Net cash provided by operating activities                           1,125,278         659,336          334,887

Cash flows from investing activity:
  Capital expenditures                                                 (525,567)       (712,919)        (430,197)
                                                                 --------------   -------------    -------------


  Net cash used in investing activity                                  (525,567)       (712,919)        (430,197)

Cash flows from financing activity:
  Distributions                                                         (61,134)        (60,960)         (60,653)
                                                                 --------------   -------------    -------------

  Net cash used in financing activity                                   (61,134)        (60,960)         (60,653)
                                                                 --------------   -------------    -------------

Net increase (decrease) in cash and cash equivalents                    538,577        (114,543)        (155,963)


Cash and cash equivalents at beginning of year                        3,478,604       3,593,147        3,749,110
                                                                 --------------   -------------    -------------

Cash and cash equivalents at end of year                         $    4,017,181   $   3,478,604    $   3,593,147
                                                                 ==============   =============    =============
</TABLE>

                                       12
<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS

                                   (continued)
<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                                             -----------------------

                                                                       1996            1995             1994
                                                                       ----            ----             ----
RECONCILIATION OF NET LOSS TO NET CASH
   PROVIDED BY OPERATING ACTIVITIES:

<S>                                                              <C>              <C>              <C>
Net loss                                                         $   (3,574,668)  $  (3,690,549)   $  (3,773,975)
                                                                 --------------   -------------    -------------

Adjustments to reconcile net loss
 to net cash provided by operating activities:

  Depreciation                                                        1,615,089       1,525,513        1,439,377
  Amortization of pension notes organization costs                       49,776          49,776           49,776

  Amortization of pension notes issuance costs                          254,792         254,792          254,792

  Changes in operating assets and liabilities:
    Interest receivable                                                      65             (23)             341
    Other assets and receivables                                        827,993          (7,461)          (5,569)
    Prepaid expenses                                                     (5,959)         (5,759)         (33,429)
    Accounts payable                                                   (254,782)         88,374          (51,631)
    Interest payable                                                  2,779,711       2,534,011        2,310,029
    Purchase installments                                              (552,000)              0                0
    Other liabilities                                                   (14,739)        (89,338)         145,176
                                                                 --------------    ------------    -------------

Net cash provided by operating activities                        $    1,125,278    $    659,336    $     334,887
                                                                 ==============    ============    =============
</TABLE>

                                       13
<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1995

1.       SUMMARY OF PARTNERSHIP ORGANIZATION AND SIGNIFICANT ACCOUNTING
         POLICIES

         Organization

                  NHP Retirement  Housing  Partners I Limited  Partnership  (the
         Partnership) is a limited  partnership  organized under the laws of the
         State of Delaware on March 10, 1986. The Partnership was formed for the
         purpose of raising  capital by issuing  both Pension  Notes  (Notes) to
         tax-exempt  investors and selling additional  partnership  interests in
         the form of  Assignee  Interests  (Interests)  to taxable  individuals.
         Interests represent assignments of the limited partnership interests of
         the  Partnership  issued to the  Assignor  Limited  Partner,  NHP RHP-I
         Assignor  Corporation.  The  proceeds  from the sale of the  Notes  and
         Interests  have been  invested in  residential  rental  properties  for
         retirement age occupants.

                  A description of the Projects now owned directly or indirectly
         and operated by the Partnership is as follows:

                  The Amberleigh.  This project is a 271 unit retirement  living
                  center  located in  Williamsville,  New York. The facility was
                  approximately  98% and 95%  occupied at December  31, 1996 and
                  1995, respectively.

                  The  Atrium  of  Carmichael.   This  project  is  a  153  unit
                  retirement  living center located in  Sacramento,  California.
                  This  facility  was  approximately  98%  and 93%  occupied  at
                  December 31, 1996 and 1995, respectively.

                  Crosswood Oaks. This project is an 122 unit retirement  living
                  center  located in Sacramento,  California.  This facility was
                  approximately  86% and 83%  occupied at December  31, 1996 and
                  1995, respectively.

                  The Heatherwood. This project is an 160 unit retirement living
                  center  located in  Southfield,  Michigan.  This  facility was
                  approximately  81% and 88%  occupied at December  31, 1996 and
                  1995, respectively.

                  Veranda Club.  This project is an 189 unit  retirement  living
                  center  located in Boca  Raton,  Florida.  This  facility  was
                  approximately  98% and 93%  occupied at December  31, 1996 and
                  1995, respectively.

         Significant Accounting Policies

                  Offering costs,  issuance costs and organization costs related
         to the sale of Notes are being amortized using the straight line method
         over the term of the Notes.  Accumulated  amortization  at December 31,
         1996 and 1995 was  $2,293,128  and  $2,038,336,  respectively.  Selling
         commissions  related to the sale of Interests were recorded as a direct
         reduction  to  the  capital   account  of  the  holders  of  Interests.
         Accumulated amortization at December 31, 1996 and 1995 was $447,984 and
         $398,208,   respectively.   Direct  costs  of  acquisition,   including
         acquisition fees and expenses paid to the

                                       14
<PAGE>

              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

         General  Partner,  have been  capitalized  as a part of  buildings  and
         improvements. Other fees and expenses of the Partnership are recognized
         as expenses in the period the related services are performed.

                  Interest  expense on Notes is  calculated  using the effective
         interest method (see Note 6). Operating deficit and cash flow guarantee
         payments  received from the sellers of The Heatherwood,  The Atrium and
         Crosswood  Oaks  are  recognized  as a  reduction  of the  basis of the
         respective properties.

                  Buildings and  improvements  are recorded at the lower of cost
         or  net  recoverable   value  (Note  10)  and  depreciated   using  the
         straight-line method,  assuming a 30-year life and a 30% salvage value.
         Furniture and equipment are recorded at cost and depreciated  using the
         straight line method over 5 years.

                  The  cost of  rental  property  and  their  useful  lives  are
summarized as follows:
<TABLE>
<CAPTION>

                                                     Useful Life           1996                   1995
                                                     -----------       -------------         -------------

<S>                                                   <C>              <C>                   <C>
         Land                                                          $   6,318,028         $   6,318,028
                                                                       =============         =============

         Land improvements                            30 years                75,809                52,043
         Building and building improvements           30 years            55,179,219            55,067,422
         Furniture and equipment                       5 years             2,351,105             1,961,102
                                                                       -------------         -------------
                                                                          57,606,133            57,080,567
         Less-accumulated depreciation                                   (13,752,920)          (12,137,832)
                                                                       -------------         -------------
                                                                       $  43,853,213         $  44,942,735
                                                                       =============         =============
</TABLE>

                  Rental  income is  recognized  when earned based on residents'
         signed  rental  agreements.  Rental  payments  received  in advance are
         deferred and recognized when earned.

                  The  preparation  of financial  statements in conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates  and  assumptions  that  effect the  amounts  reported in the
         financial  statements  and  accompanying  notes.  Actual  results could
         differ from those estimates.

2.       CASH AND CASH EQUIVALENTS

                  As of December  31, 1996 and 1995,  cash and cash  equivalents
         consisted of demand deposits and repurchase agreements.  All repurchase
         agreements  have an  original  maturity  of three  months  or less and,
         therefore, are considered to be cash equivalents.

                  Cash and cash equivalents also includes  $504,879 and $493,425
         of  tenant   security   deposits  at   December   31,  1996  and  1995,
         respectively, which are designated for the purpose of providing refunds
         to tenants upon move-out.

3.       TRANSACTIONS WITH THE GENERAL PARTNER AND ITS AFFILIATES

                  Through  January  22, 1995, the sole  general  partner  of the
         Partnership was NHP/RHGP-I Limited Partnership  (NHP/RHGP-I).  The sole
limited partner of the Partnership is NHP RHP-I Assignor Corporation, a Delaware
corporation which is an affiliate of NHP/RHGP-I.

                                       15
<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

                  On December 19, 1991, the General Partner  executed an amended
         and restated  purchase  agreement with Capital Realty Group Properties,
         Inc.  (CRG) for the transfer of the General  Partner's  interest in the
         Partnership,  subject to the approval of Assignee Holders. CRG's rights
         and obligations under the purchase agreement were subsequently assigned
         to an affiliate,  Capital Realty Group Senior  Housing,  Inc.  (CRGSH).
         CRGSH is the management agent under a five year contract with an option
         to  renew  for an  additional  five  years  under  certain  conditions.
         Pursuant to a Consent  Solicitation  dated  October 25, 1994,  Assignee
         Holders  holding  more  than  64%  of  the  equity   interests  in  the
         Partnership  approved the election of CRGSH, as the replacement general
         partner of the  Partnership.  Effective  January 23, 1995, CRGSH became
         the sole  general  partner of the  Partnership.  Effective  February 1,
         1995,  CRGSH assigned its contract  rights to manage the  Partnership's
         properties  to  Capital  Senior  Living,  Inc.  ("CSL").  CRGSH and CSL
         received $1,351,527, $1,326,188, and $1,312,855 in 1996, 1995 and 1994,
         respectively,  for  management  fees,  dietary  services fees and other
         operating  expense  reimbursements  related to services provided to the
         Properties and the Partnership.

                  Personnel  working  at the  Property  sites and  certain  home
         office personnel who perform services for the Partnership are employees
         as of  February  1, 1995 of CSL, an  affiliate  of CRGSH,  and prior to
         February 1, 1995 were employees of CRGSH.  The  Partnership  reimburses
         CRGSH or CSL for the salaries and related benefits of such personnel as
         reflected in the accompanying  financial statements.  During 1996, 1995
         and 1994,  such  reimbursements  for  salaries,  related  benefits  and
         overhead   reimbursements   amounted  to  $3,816,530,   $3,925,369  and
         $3,858,879, respectively.

                  In addition,  the Partnership  paid $91,922 to an affiliate of
         NHP/RHGP-I for insurance  advisory  services and  reinsurance  premiums
         during 1994.

                  During 1996 and 1995,  an  affiliate  of the  General  Partner
         purchased approximately 422 and 1,389, respectively,  Pension Notes, or
         approximately  4.24% of the Partnership's  outstanding Pension Notes at
         December 31, 1996 at an average price of $434 per Note.

                  A 50%  partner in RLC is chairman of the board of a bank where
         the Partnership holds the majority of its operating cash accounts

4.       ACQUISITION OF RENTAL PROPERTY

                  In connection  with the purchase of the  Heatherwood  in 1988,
         the  Partnership  has recorded  receivables of $826,877 from the seller
         and  purchase  installments  and other  liabilities  due to the  seller
         totalling  $816,583.  Amounts  due to the Seller at  December  31, 1995
         include $264,583 in property management fees and the remaining $525,000
         plus accrued  interest of $27,000 purchase  installment  payment due to
         the seller.  During 1996, the General Partner  attempted to contact the
         Seller,  but was unable to do so. The  General  Partner  determined  to
         write off the amounts due to and from the Seller and recorded a $10,294
         profit during 1996.

5.       CASH DISTRIBUTION POLICIES

                  The  Partnership  Agreement  allows for quarterly  payments of
                  substantially  all Cash Available For
                                       16
<PAGE>


             NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

         Distribution  Before  Interest  Payments (as defined in the Partnership
         Agreement),  subject to the following:  (i)  distributions  to Assignee
         Holders may be  restricted  or suspended  for limited  periods when the
         General Partner determines in its absolute discretion that it is in the
         best  interests  of the  Partnership;  and  (ii)  all  Assignee  Holder
         distributions  are subject to the payment of  Partnership  expenses and
         maintenance of working capital reserves.

                  Cash  Available  For  Distribution  Before  Interest  Payments
         generally consists of cash received from the ordinary operations of the
         Partnership  less operating  expenses,  without  reduction for interest
         payments  to  Pension  Note  Holders,  and  working  capital  reserves.
         Distributions  of  Cash  Available  For  Distribution  Before  Interest
         Payments are made in the  following  order of  priority,  to the extent
         available:

                  First,  to the General Partner in an amount equal to 2 percent
                  of Cash Available For  Distribution  Before Interest  Payments
                  for each quarterly cash  distribution  period (payable only if
                  the Note Holders receive the distribution as described below).

                  Second,  to the Pension  Note Holders in an amount equal to an
                  annual return of 7 percent on the adjusted principal amount of
                  their  Pension  Notes  for each  quarterly  cash  distribution
                  period.

                  Third, to the Assignee Holders in an amount equal to an annual
                  return of 7 percent on their  adjusted  capital  contributions
                  for each quarterly cash distribution period.

                  Fourth,  to the Pension Note Holders and Assignee  Holders pro
                  rata based on the relationship  between the adjusted principal
                  amount  of  the  Pension   Notes  to  the   adjusted   capital
                  contributions  of the Assignee  Holders until the Note Holders
                  have received an amount equal to an aggregate annual return of
                  10 percent on the adjusted  principal  amount of their Pension
                  Notes for each  quarterly  cash  distribution  period  and the
                  Assignee Holders have received an amount equal to an aggregate
                  annual  return  of  10  percent  on  their  adjusted   capital
                  contributions for each quarterly cash distribution period.

                  Fifth, to the General  Partner as a Partnership  Incentive Fee
                  in  an  amount  equal  to 8  percent  of  Cash  Available  For
                  Distribution  Before Interest Payments for the fiscal year. If
                  the amount of Cash Available for Distribution  Before Interest
                  Payments  for  any  fiscal  year  is  insufficient  to pay the
                  General Partner its  Partnership  Incentive Fee, the fee shall
                  not  accrue  and shall not be paid  from  Cash  Available  For
                  Distribution  Before Interest  Payments  payable in subsequent
                  fiscal years.

                  Sixth,  the balance to the Note Holders and  Assignee  Holders
                  pro  rata  based  on the  relationship  between  the  adjusted
                  principal  amount of the Pension Notes to the adjusted capital
                  contributions of the Assignee Holders.  However, the amount of
                  interest  payable  to the  Note  Holders  shall  not  exceed a
                  cumulative noncompounded return of 13 percent per annum on the
                  adjusted  principal amount of their Pension Notes. No payments
                  of Cash Available For  Distribution  Before Interest  Payments
                  shall reduce the principal balance of the Pension Notes.

                  No  distributions  were paid to the Assignee  Interest Holders
         during  1996,  1995 or  1994.  The  General  Partner  anticipates  that
         distributions  to Assignee  Interest  Holders will be  suspended  until
         operating results significantly improve.

                                       17
<PAGE>

              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

                  Cash received from sales or  refinancings  of any  Partnership
         Property,  after retirement of applicable mortgage debt and the payment
         of all  expenses  related to the  transaction  and any payments of debt
         service on the Pension Notes including interest at a noncompounded rate
         of 13% per  annum  less any  prior  payments  (see  Note  6),  is to be
         distributed in the following manner:

                  First,  to the Assignee Interest  Holders until their adjusted
                  capital  accounts are reduced to zero;

                  Second, to the Assignee Interest Holders until cumulative cash
                  distributions  received equal a 13%  non-compounded  return on
                  their   adjusted   capital   accounts,    reduced   by   prior
                  distributions;

                  Third, to  the General  Partner in  the form  of a disposition
                  fee; and

                  Fourth,  85% to the Assignee  Interest  Holders and 15% to the
                  General Partner.

                  Net  income  or  loss  from  operations  is  allocated  to the
         Interest Holders as a class and to the General Partner in proportion to
         available  cash  distributed  during  the  fiscal  year.  If no cash is
         distributed during the year, net income or loss is allocated 90% to the
         Assignee  Holders  as a class  and 10% to the  General  Partner.  Other
         provisions  exist  if there  is net  income  or loss  other  than  from
         operations.  As discussed in Note 7, 2% for 1996,  1995 and 1994 of the
         Cash Available For  Distribution  Before Interest  Payments was paid to
         the General Partner.  During 1994, the General Partner assigned $60,653
         of such distributions to CRGSH.  Accordingly,  net loss for each of the
         three years in the period ended  December 31, 1996 was allocated in the
         same manner.

6.       PENSION NOTES

                  The Notes bear stated  simple  interest at a rate equal to 13%
         per  annum.  Payment  of up to 9% of stated  interest  was  subject  to
         deferral  through  December  31, 1988 and payment of up to 6% of stated
         interest is subject to deferral thereafter.  Deferred interest does not
         bear interest.  Interest not deferred is payable  quarterly.  Using the
         effective  interest method,  interest on principal and accrued interest
         of the Pension Notes has been accrued at the rate of  approximately  9%
         per annum compounded  quarterly.  The approximate 9% effective interest
         rate was  calculated  using  estimates of the amounts of interest  that
         will be  deferred  and the time period in which such  deferred  amounts
         will be paid and will  provide  a  liability  for the  full  amount  of
         deferred  interest upon the maturity of the Pension Notes.  If interest
         had  been  provided   based  on  13%  versus  the  effective   rate  of
         approximately 9%, an additional  liability of approximately  $4,601,988
         would be  recorded at December  31,  1996 and future  interest  expense
         would be reduced by this  amount.  The  Partnership  made  payments  of
         $2,995,574 in 1996 and  $2,987,040 per year in 1995 and 1994 to Pension
         Note  Holders.  The  Partnership's  obligation  to repay the  principal
         amount of the Notes,  which  mature on December  31,  2001,  and stated
         interest thereon, is secured by a lien on the Partnership's assets (see
         Note 9). The  liability of the  Partnership  under the Pension Notes is
         limited to the assets of the Partnership. The Pension Notes are subject
         to  redemption  in whole or in part upon not less than 30 nor more than
         60 days prior notice, at the election of the Partnership.

                                       18
<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

7.       DISTRIBUTIONS TO PARTNERS

                  During  1996,  1995 and 1994,  the  General  Partner  received
         distributions,  representing 2% of the Cash Available For  Distribution
         Before Interest Payments to the Pension Note Holders.  During 1994, the
         General  Partner  assigned such  distributions  to CRGSH as part of the
         management arrangement.  The Partnership did not make a distribution to
         the holders of Assignee Interests during 1996, 1995 or 1994.

8.       INCOME TAXES

                  The  Partnership is not taxed on its income.  The partners are
         taxed in their individual  capacities upon their  distributive share of
         the  Partnership's  taxable  income and are allowed the  benefits to be
         derived from possibly  off-setting their  distributive share of the tax
         loss against  taxable income from other sources  subject to application
         of passive  loss rules and subject to "At Risk" basis  limitation.  The
         taxable  income or loss differs from amounts  included in the statement
         of operations  primarily because of different methods used in computing
         depreciation  and  interest on the Notes and  determining  start-up and
         marketing  expenses  for  financial  reporting  and Federal  income tax
         purposes.

                  For Federal  income tax  purposes,  the  Partnership  computes
         depreciation   of  buildings  and   improvements   using  the  Modified
         Accelerated  Cost  Recovery  System  (MACRS) and the  Accelerated  Cost
         Recovery  System  (ACRS),   while  for  financial  statement  purposes,
         depreciation is computed using the  straight-line  method.  Interest on
         Pension Notes is computed in accordance  with Internal  Revenue Service
         regulations   for  original  issue  discount  for  Federal  income  tax
         purposes,  while for financial statement purposes,  interest on Pension
         Notes is computed  using the effective  interest  method.  Start-up and
         marketing  costs incurred prior to initial  occupancy were  capitalized
         and amortized over sixty months for Federal income tax purposes,  while
         for financial  statement  purposes,  only those  start-up and marketing
         costs  that  are  expected  to  benefit  future  operations  have  been
         capitalized and amortized over sixty months.


                                       19
<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

         A reconciliation  between financial statement net loss and net loss for
tax purposes follows:
<TABLE>
<CAPTION>

                                                                      Years Ended December 31,
                                                                      ------------------------

                                                             1996                1995             1994
                                                             ----                ----             ----
<S>                                                   <C>                 <C>               <C>
          Net loss per financial statements           $   3,574,668       $   3,690,549     $  3,773,975

          Temporary differences in determining
            losses for Federal income tax purposes

              Depreciation                                  667,874             671,332          923,302
              Amortization of start-up and
                marketing costs                             (48,116)            (48,116)         (19,366)
              Interest expense - pension notes           (2,903,363)         (2,673,201)      (2,471,909)
              Miscellaneous                                  37,148             (18,001)         (11,175)
                                                      --------------      -------------     ------------

          Loss per tax return                         $   1,328,211       $   1,622,563     $  2,194,827
                                                      =============       =============     ============
</TABLE>

          The  basis  of  building   and   improvements,   net  of   accumulated
          depreciation,  for Federal  income tax  purposes was  $36,967,094  and
          $38,724,490 at December 31, 1996 and 1995, respectively.

9.       FUTURE OPERATIONS AND CASH FLOWS

                  Although  cash flow from  operations  improved  in 1996,  cash
         generated from operations over the past several years prior to 1994 was
         not  adequate  to  meet  the  Partnership's  minimum  interest  payment
         requirements.  The shortfall was funded by Partnership's cash reserves,
         which  principally  resulted  from  funds  remaining  from the  initial
         offering of Partnership Assignee Interests and Pension Notes, after the
         acquisition  of the  Partnership's  Properties.  Given the level of the
         Partnership's cash reserves at December 31, 1996, if the Partnership is
         unable to increase  cash  generated  from  operations  over time,  cash
         reserves may be exhausted and the Partnership may be unable to meet its
         obligations.

                  If  interest  payments  continue to be deferred at the current
         rate (see Note 6), the total accrual for unpaid  interest and principal
         will approximate $81 million at December 31, 2001, the maturity date of
         the Pension  Notes which is far in excess of projected  cash  reserves.
         Accordingly,  there will need to be very  significant  improvements  in
         cash flows from  operations  and/or  increases in the  disposition  and
         refinancing  values of the Properties to fund both the accrued interest
         and the face value of the Pension Notes upon their maturity.

                  Management   plans  to  continue  to  manage  the   Properties
         prudently to achieve positive cash flows from operations after interest
         payments.

                                       20
<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

10.      VALUATION OF RENTAL PROPERTY

                  In accordance with FASB Statement No 121,  "Accounting for the
         Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to be
         Disposed of", the Partnership  records  impairment losses on long-lived
         assets used in operations when events and  circumstances  indicate that
         the assets might be impaired and the undiscounted  cash flows estimated
         to be generated  by those assets are less than the carrying  amounts of
         those  assets.  If such a  shortfall  exists,  a  write-down  would  be
         warranted  based on the estimated  shortfall of discounted  cash flows.
         The  Partnership  performs  such  evaluations  on an  ongoing  basis by
         comparing each property's net book value to the total estimated  future
         operating  cash flow for years through 2001 (the year the Pension Notes
         mature) plus cash  projected to be received upon an assumed sale of the
         properties on December 31, 2001. Sales proceeds, net of an estimated 3%
         cost of disposal,  are estimated using a 10% capitalization rate of the
         net operating  income projected for each property for the year 2001. As
         a result of  operating  budget  revisions  during  1993  which  reduced
         projected  undiscounted cash flows,  evaluations  prepared at September
         30,  1993  indicated  that  write-downs  at that date  were  necessary.
         Therefore,  as of  September  30, 1993,  write-downs  in the amounts of
         $2,000,000  and $800,000 were recorded on the Crosswood Oaks and Atrium
         properties,  respectively.  As of December 31, 1993,  an  evaluation of
         projected future undiscounted cash flows disclosed that, as of December
         31, 1993, additional write-downs of $400,000 and $100,000 were required
         on the  Crosswood  Oaks  and  Atrium  properties,  respectively.  After
         recording these additional  amounts,  the total write-down recorded for
         1993 was  $3,300,000.  The  Partnership  will  continue to evaluate the
         operations of all of its Properties,  and should actual cash flows fall
         short  of  projected  cash  flows  on any of  its  properties,  further
         reductions  in  carrying   value  may  be   necessary.   Based  on  the
         Partnership's evaluation of each respective property as of December 31,
         1996, 1995 and 1994, no additional write-downs were taken.

                  Even after the write-downs discussed above, the carrying value
         of Crosswood Oaks and The Atrium as well as the other  Properties owned
         by the  Partnership  may  still  exceed  current  market  values  as of
         December 31, 1996.  Should the  Partnership be forced to dispose of one
         or more of its  Properties,  it could  incur a loss.  The  Partnership,
         however, does not intend to sell any Properties in the near future, but
         rather  intends  to  continue  to  hold  and  operate  them  as  rental
         properties. As a result, the Partnership has not obtained appraisals of
         the current market value of its Properties.


                                       21
<PAGE>


              NHP RETIREMENT HOUSING PARTNERS I LIMITED PARTNERSHIP

                              A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

11.      FAIR VALUE OF FINANCIAL INSTRUMENTS:

                  The carrying amounts and fair values of financial  instruments
         at December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>

                                                       1996                              1995
                                          ----------------------------        ---------------------------
                                            Carrying           Fair             Carrying         Fair
                                             Amount           Value              Amount          Value
                                            --------          -----             --------         -----
<S>                                      <C>              <C>                <C>             <C>
         Cash and cash equivalents       $  4,017,181     $  4,017,181       $  3,478,604    $  3,478,604
         Pension Notes                     42,672,000       27,753,050         42,672,000      17,932,740
</TABLE>

         The following  methods and assumptions were used by the General Partner
         in estimating its fair value disclosures for financial instruments:

                  Cash and cash  equivalents:  The carrying  amounts reported in
                  the balance  sheet for cash and cash  equivalents  approximate
                  fair value.

                  Pension Notes:  The  fair values of Pension Notes are based on
                  quoted market price.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

                  The Partnership's  former independent  accountant,  Deloitte &
         Touche LLP, was dismissed by the Partnership on July 17, 1995. Deloitte
         & Touche's  report on the financial  statements  for either of the past
         two years did not contain an adverse  opinion or disclaimer of opinion,
         or  was  modified  as  to  uncertainty,   audit  scope,  or  accounting
         principles.   The  Partnership   engaged  Ernst  &  Young  LLP  as  its
         independent accountant on July 17, 1995.


                                    PART III

Item 10. Directors and Executive Officers of the Registrant

                  (a).  The Partnership has no directors, executive  officers or
                        significant employees of its own.

                  (b).  On  January 23, 1995,  CRGSH  became  the  sole  general
                        partner of the Partnership.

                  CRGSH is a privately owned corporation  initially organized on
         December  1,  1988.  Its  principal  business  activity  has  been  the
         ownership  and  management of real property for its own account and for
         the account of various limited  partnerships of which it is the general
         partner.  CRGSH is a wholly owned  subsidiary  of Capital  Realty Group
         Corporation,  a  Texas  corporation  ("Capital"),  with  its  corporate
         headquarters in Dallas,  Texas. Capital is owned 50% by James A. Stroud
         (through a trust) and 50% by Jeffrey L. Beck.

                  The Partnership properties during 1994 and through February 1,
         1995,  were managed by CRGSH.  On February 1, 1995,  CRGSH assigned its
         contract  rights to manage  the  Partnership's  properties  to  Capital
         Senior Living. CSL is owned in the same manner as Capital.

                                       22
<PAGE>

                  The following are the directors and executive officers of CSL,
and previously CRGSH:

       Name                      Position
       James A. Stroud           Chief Operating Officer, Secretary and Director
       Jeffrey L. Beck           Chief Executive Officer and Director
       Keith N. Johannessen      President
       David Beathard            Vice President
       Rob L. Goodpaster         National Director of Marketing
       David Brickman            Vice President
       Robert F. Hollister       Controller

          JAMES A.  STROUD,  age 46. Mr.  Stroud has served as an officer  and a
          director of CRGSH since December 1988, most recently  serving as Chief
          Operating Officer and Secretary since May 1991. He owns 50% (through a
          trust) of Capital Realty Group  Corporation.  From 1984 until 1985, he
          was Executive Vice-President of Equity Management Corporation, Dallas,
          Texas, a full service real estate  company.  From 1980 to 1983, he was
          director  in  charge of the Tax  Department  of the law firm of Baker,
          Glast &  Middleton,  Dallas,  Texas.  From 1978 until 1980,  he was an
          associate with Brice & Mankoff  (formerly  Durant and Mankoff),  a law
          firm in Dallas, Texas. Mr. Stroud is a Certified Public Accountant and
          a licensed attorney. He received his B.B.A. from Texas Tech University
          with  highest  honors,  his J.D.  from the  University  of Texas  with
          honors,  and his L.L.M.  in  taxation  from New York  University  with
          honors. While at New York University,  he was a graduate editor of the
          New York University Tax Law Review and a Wallace  Scholar.  Mr. Stroud
          is  a  founder  and  director  of  the  Assisted   Living   Facilities
          Association  of  America,  a member of the  Health  Industry  Council,
          President-elect  of National  Association for Senior Living Industries
          ("NASLI"),  and has  delivered  speeches  on health care topics to the
          NASLI, National Investment Conference and the Urban Land Institute.

          JEFFREY L.  BECK,  age 52.  Mr.  Beck has  served as an officer  and a
          director of CRGSH since December 1988, most recently  serving as Chief
          Executive  Officer since  November 1990. He owns 50% of Capital Realty
          Group  Corporation.  From  1975  to  1985,  he was  President  of Beck
          Properties,  Inc., which was the predecessor of Capital.  From 1973 to
          1974, he was Regional  Controller with Trammell Crow & Company, a real
          estate  company  based in Dallas,  Texas.  Mr. Beck is Chairman of the
          Board of Directors of Park Central Bank of Dallas.  Mr. Beck serves as
          Chairman of the American Senior Housing Association.

          KEITH N. JOHANNESSEN,  age 40. Mr.  Johannessen  became Executive Vice
          President of CRGSH in May 1993 with responsibility for supervising the
          day-to-day  operations  of CRGSH's  retirement  communities.  In March
          1994, Mr.  Johannessen  became President of CRGSH. From September 1992
          through May 1993,  Mr.  Johannessen  was a Senior Manager in the North
          Central  Region for the  health  care  practice  of Ernst & Young LLP,
          responsible  for  assisting in the  development  and  direction of the
          firm's long term care center consulting projects in the region as well
          as on a national basis.  From August 1987 through  September 1992, Mr.
          Johannessen  was  Executive  Vice  President  with  Oxford  Retirement
          Services,  Inc. responsible for the sales, marketing and operations of
          retirement  communities and nursing homes.  From August 1978 to August
          1987, Mr.  Johannessen was employed by Life Care Services  Corporation
          in  a  variety  of  operations  management   positions,   from  single
          retirement  projects  to  multi-facility  responsibilities.  He  is  a
          licensed  nursing  home  administrator  and holds a  Bachelor  of Arts
          Degree from Nyack  College,  New York. Mr Johannessen is active in the
          American Senior Housing  Association,  National Association for Senior
          Living Industries and the American Association of Homes for the Aging.

                                       23
<PAGE>


          DAVID W. BEATHARD,  age 49. Mr.  Beathard is Vice President of Capital
          Senior Living with responsibility for supervising the daily operations
          of  Capital  Nursing  Homes and Senior  Communities.  Prior to joining
          Capital,  Mr. Beathard was a management  consultant for the retirement
          housing  industry in Ohio.  From 1978 to 1991, Mr.  Beathard served as
          Executive Director,  Regional Administrator,  Regional Vice President,
          and Vice President and Director of Operations Management for Life Care
          Services  Corp.  Mr.  Beathard  has  been in the  senior  housing  and
          services business for 20 years.

          ROB L. GOODPASTER,  age 44. Mr. Goodpaster became National Director of
          Marketing of CRGSH in December 1992, with overall  responsibility  for
          marketing and lease-up functions of CRGSH's managed  properties.  With
          20  years  of  experience  in  the  industry,  Mr.  Goodpaster  has an
          extensive  background in retirement housing marketing.  His experience
          includes analyzing demographics, developing and implementing marketing
          plans, creating outreach and advertising programs, hiring and training
          sales personnel and implementing lead management and tracking systems.
          Prior to joining  Capital,  Mr.  Goodpaster  was National  Director of
          Marketing for Autumn America from January 1990 to November 1992.  From
          1985 until  December  1989,  he was  President  of  Retirement  Living
          Concepts,  Inc. where he marketed retirement properties throughout the
          United States.  Mr. Goodpaster was formerly Vice President,  Marketing
          for U.S.  Retirement  Corp.  from  1984 to 1985  and  Vice  President,
          Development  for  American  Retirement  Corp.  from 1980 to 1984.  Mr.
          Goodpaster  is a graduate  of Ball  State  University  with a B.S.  in
          Business  Management and Marketing.  Mr. Goodpaster is a member of the
          National   Association  for  Senior  Living  Industry  and  the  Texas
          Association of Retirement Communities.

          DAVID BRICKMAN,  age 38. Mr. Brickman has served as Vice President and
          Counsel of CRGSH since 1992.  Mr.  Brickman  received  his bachelor of
          Arts  degree  from  Brandeis  University.  He  holds a J.D.  from  the
          University of South Carolina Law School, an M.B.A. from the University
          of South Carolina School of Business  Administration  and a Masters of
          Health  Administration from Duke University.  Prior to joining Capital
          in 1992,  he served as in-house  counsel  from 1986  through 1987 with
          Cigna Health Plan Inc.,  from 1987 through 1989 with American  General
          Group  Insurance  Company and from 1989 until  joining  Capital,  with
          LifeCo  Travel  Management  Company  located in  Houston,  Texas.  Mr.
          Brickman  is  also  responsible  for  asset   management   activities,
          operational activities and investor relations for Capital's portfolio.

          ROBERT F. HOLLISTER, age 41. Mr. Hollister has served as Controller of
          CRGSH since 1992.  Mr.  Hollister  received his Bachelor of Science in
          Accounting  from the University of Maryland.  His experience  includes
          public accounting  experience as well as private  experience in fields
          such as securities,  construction, and nursing homes. Prior to joining
          Capital in 1992,  Mr.  Hollister was the chief  financial  officer and
          controller  for  Kavanaugh  Securities,  Inc. from December 1985 until
          1992.  Mr.  Hollister is the property  controller  and  supervises the
          day-to-day  accounting and financial aspects of Capital. Mr. Hollister
          is a  Certified  Financial  Planner  and a member  of both  local  and
          national professional accounting organizations.

          The executive  officers of CSL are required to spend only such time on
          the Partnership's  affairs as is deemed necessary in the sole judgment
          of CSL. A significant amount of these officers' time is expected to be
          spent on matters unrelated to the Partnership.

                          (c).  Section  16(a)  Beneficial  Ownership  Reporting
          Compliance.  Based  solely  upon a review  of Forms 3, 4 and 5 and any
          amendments  thereto  furnished  to the  Partnership  pursuant  to Rule
          16a-3(c) of the Securities and Exchange  Commission  (SEC) rules,  the
          Partnership  is not aware of any failure of any officer or director of
          CRGSH or  beneficial  owner of more than ten  percent of the  Assignee
          Interests  to file timely with the SEC any Forms 3, 4 or 5 relating to
          the Partnership for 1995.


                                       24
<PAGE>


Item 11.  Executive Compensation

                NHP Retirement  Housing  Partners I Limited  Partnership  has no
              officers or directors.  However,  various fees and  reimbursements
              are paid to the General Partner or its  affiliates.  The following
              is a summary  of such fees paid or  accrued  during the year ended
              December 31, 1996:

              Paid or payable from operating cash flow:

                Cash  distributions  of $61,134 to the  General  Partner,  which
              represents 2% of Cash Available for  Distribution  Before Interest
              Payments to the Note Holders.

                Management  fees,  dietary  service  fees,  and other  operating
              expense   reimbursements  of  $1,351,527  and  salaries,   related
              benefits and overhead  reimbursements of $3,816,530,  were paid to
              the General Partner and CSL, an affiliate of the General Partner

              See Item 8.  Financial Statements and Supplementary Data.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

                No  person  is known by the  Partnership  to own more than 5% of
Assignee Interests.

                As of March 27,  1997,  an  affiliate  of the  General  Partner,
              purchased  approximately  10,818 Pension Notes,  or  approximately
              25.3% of the Partnership's outstanding Pension Notes.

Item 13.  Certain Relationships and Related Transactions.

                The Partnership  had no  transactions or business  relationships
              with NHP, CRGSH, or its affiliates  except as described in Items 8
              (Note 3 in the Financial Statements), 10, and 11.

                                       25
<PAGE>


                                     PART IV


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

    (a)   Documents filed as part of this report:

          1. Financial Statements

          The financial  statements,  notes and reports listed below are
             included herein:
                                                                            Page
                                                                            ----

          Report of Ernst & Young LLP, Independent Auditors                    7

          Report of Deloitte & Touche LLP Independent Public Accountants       8

          Statements of Financial Position,
              December 31, 1996 and 1995                                       9

          Statements of Operations for the Years
              Ended December 31, 1996, 1995 and 1994                          10

          Statements of Partners' Equity (Deficit)
              for the Years Ended December 31, 1996, 1995 and 1994            11

          Statements of Cash Flows for the
              Years Ended December 31, 1996, 1995 and 1994                    12

          Notes to Financial Statements                                       14


          2.  Financial Statement Schedules

          All schedules  have  been  omitted  as  the  required  information  is
          inapplicable  or  the  information   is  presented  in  the  financial
          statements or related notes.

          3.  Exhibits

              None.

              (b) Reports on Form 8-K

               No reports on Form 8-K were filed  during  the  last  quarter  of
                    fiscal 1996.

                                       26
<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.

                NHP RETIREMENT HOUSING PARTNERS I, LIMITED PARTNERSHIP

                By: Capital Realty Group Senior Housing, Inc.
                    General Partner




                By:/s/James A. Stroud
                   ------------------
                   James A. Stroud
                   Chief Operating Officer and Director
                   (Chief financial, and accounting 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 capacities and on the dates indicated.



By:/s/James A. Stroud
   ------------------
   James A. Stroud
   Chief Operating Officer and Director
   (Chief financial, and accounting officer)





By:/s/Jeffrey L. Beck
   ------------------
   Jeffrey L. Beck
   Chief Executive Officer and Director


Date:March 27, 1997

                                       27