<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934

For Quarter Ended:  March 31, 1997      Commission File Number:  0-16840
                    --------------                               -------


                                PSH MASTER L.P. I
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                                       31-1204568
--------------------------------------------------------------------------------
(State of Organization)                    (IRS Employer Identification Number)

        P.O. Box 18035, Columbus, OH  43218
--------------------------------------------------------------------------------
(Address of Principal Executive Offices, including Zip Code)

        (614) 227-4235
--------------------------------------------------------------------------------
(Registrant's Telephone Number, including Area Code)

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

     X  Yes     No
   ----    ----
The number of outstanding Units of Limited Partner Interest in the Registrant,
as represented by Depository Receipts at May 15, 1997 was 3,110,000.


<PAGE>   2



                                PSH MASTER L.P.I

                               REPORT ON FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1997

                                      Index
                                      -----
<TABLE>
<CAPTION>
                                                                            Page
                                                                          Number
                                                                          ------
<S>     <C>                                                                <C>
  Part I.  Financial Information

         Item 1:  Financial Statements:

                   Balance Sheets                                              3

                   Statements of Operations                                    5

                   Statements of Cash Flows                                    6

                   Notes to Financial Statements                               7

         Item 2:  Management's Discussion and Analysis of
                    Financial Condition and Results of Operation              10


  Part II. Other Information

         Items 1 through 6.                                                   14


         Signatures                                                           15
</TABLE>


                                       2

<PAGE>   3




                                PSH MASTER L.P.I
                                 BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
Assets                                           March 31, 1997  December 31, 1996
------                                           --------------  -----------------
<S>                                                <C>             <C>         
Current assets:
 Cash and cash equivalents                         $  2,760,593    $  1,586,070
 Accounts receivable, trade                           1,289,011       1,095,968
 Inventories                                            109,709         119,462
 Prepaid expenses and other                             484,882         401,083
 Cash held in escrow                                    464,084         268,907
                                                   ------------    ------------
  Total current assets                                5,108,279       3,471,490
                                                   ------------    ------------
Property and equipment:
 Land                                                 3,780,000       3,780,000
 Leasehold interest in land                           7,440,000       7,440,000
 Hotels                                              36,499,582      36,401,424
 Furniture, fixtures and equipment                   12,189,070      12,139,268
                                                   ------------    ------------
  Total                                              59,908,652      59,760,692
 Less accumulated depreciation and amortization
                                                    (24,906,989)    (24,367,593)
                                                   ------------    ------------
   Total property and equipment, net                 35,001,663      35,393,099
                                                   ------------    ------------
Other assets:
 Replacement reserve fund                                   111          49,111
 China, glass, linen and silver, net                    781,590         781,590
 Deferred financing fees, organization costs
   and other, net                                        90,485         129,404
                                                   ------------    ------------
    Total other assets                                  872,186         960,105
                                                   ------------    ------------
Total assets                                       $ 40,982,128    $ 39,824,694
                                                   ============    ============
</TABLE>



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


                                       3

<PAGE>   4




                                PSH MASTER L.P.I
                                 BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
Liabilities and Partners' Deficit                 March 31, 1997 December 31, 1996
---------------------------------                 -------------- -----------------
<S>                                                <C>             <C>         
Current liabilities:
 Current portion of mortgage notes payable         $ 45,422,230    $ 45,502,185
 Accounts payable                                       963,305       1,542,608
 Due to affiliates                                       65,859          43,212
 Accrued expenses:
 Payroll and related taxes                              725,200         524,870
 Real estate and other taxes                            421,378         115,370
 Interest                                                 4,271           4,271
 Other                                                  373,992         172,103
                                                   ------------    ------------
   Total current liabilities                         47,976,235      47,904,619
                                                   ------------    ------------
Note payable                                            500,000         500,000
                                                   ------------    ------------
Partners' Deficit:
 General Partner - 1% interest                         (256,551)       (263,067)
 Limited Partners - 99% interest
    (3,110,000 units authorized and outstanding)     (7,237,556)     (8,316,858)
                                                   ------------    ------------
   Total partners' deficit                           (7,494,107)     (8,579,925)
                                                   ------------    ------------
Total liabilities and partners' deficit            $ 40,982,128    $ 39,824,694
                                                   ============    ============
</TABLE>








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

                                       4


<PAGE>   5
                                PSH MASTER L.P.I
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                   Quarter Ended   Quarter Ended
                                                   March 31, 1997  March 31, 1996
                                                   --------------  --------------
Revenues:
<S>                                                   <C>             <C>       
  Suites                                              $5,949,641      $5,127,145
  Other                                                1,522,132       1,448,676
                                                      ----------      ----------
   Total revenues                                      7,471,773       6,575,821
                                                      ----------      ----------
Operating costs and expenses:
 Direct operating:
 Suites                                                1,108,388       1,005,767
 Other                                                   982,111         966,185
 Other operating:
 Sales, general and administrative                     1,421,402       1,330,259
 Energy and maintenance                                  532,590         493,039
 Rents, taxes and other                                  527,444         528,829
 Partnership administrative                               68,877          55,852
 Depreciation and amortization                           578,316         552,063
                                                      ----------      ----------
   Total operating costs and expenses                  5,219,128       4,931,994
                                                      ----------      ----------
Income from operations                                 2,252,645       1,643,827
Interest income                                           13,277          23,813
Interest expense                                       1,180,103       1,187,862
                                                      ----------      ----------
Net income                                            $1,085,819      $  479,778
                                                      ==========      ==========
Net income per unit of
 limited partnership interest                         $     0.35      $     0.15
                                                      ==========      ==========
</TABLE>


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

                                       5


<PAGE>   6
                                PSH MASTER L.P.I
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                   Quarter Ended   Quarter Ended
                                                   March 31, 1997  March 31, 1996
                                                   --------------  --------------
<S>                                                  <C>            <C>        
Cash provided (used) by operations:
 Net income                                          $ 1,085,819    $   479,778
 Changes not requiring cash:
  Depreciation and amortization                          578,316        552,063
 Working capital changes:
  Increase in accounts receivable, trade                (193,043)      (520,965)
  Increase in inventories,
    prepaid expenses and other                           (74,046)       (39,499)
  Increase (decrease) in accounts payable and
    accrued expenses                                     128,924       (155,367)
  Increase in accrued interest payable                         0          4,271
  Increase in due to affiliates                           22,647         20,296
                                                     -----------    -----------
   Cash provided by operations                         1,548,617        340,577
                                                     -----------    -----------
Investment and other transactions:
 (Increase) decrease in replacement reserve fund          49,000       (164,862)
 Increase in cash escrow for real estate taxes          (195,177)      (197,400)
 Additions to property and equipment                    (147,962)      (101,479)
 Payments of mortgages                                   (79,955)       (72,198)
                                                     -----------    -----------
 Cash used by investment and other transactions         (374,094)      (535,939)
                                                     -----------    -----------
Increase (decrease) in cash and cash equivalents
                                                     $ 1,174,523    $  (195,362)
                                                     ===========    ===========
Supplemental disclosure of cash flow information--   
  cash paid for interest                             $ 1,180,103    $ 1,189,746
                                                     ===========    ===========
</TABLE>


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


                                       6

<PAGE>   7


NOTES TO THE FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION

The accompanying financial statements of PSH Master L.P.I (the Partnership)
have been prepared on a going concern basis which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
The Partnership has incurred net losses since its inception and at March 31,
1997, the Partnership had a partners' deficit of $7,494,107.

The final payment on the Partnership's real estate mortgage notes due on August
1, 1997 (see Note 5), the accumulated Partners' deficits and the uncertainty of
the Partnership's ability to refinance the first mortgage debt on maturity,
raise substantial doubt about the Partnership's ability to continue as a going
concern for a reasonable period of time. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts or the amounts and classification of liabilities that might be
necessary should the Partnership be unable to continue as a going concern.
Please see Note 8 regarding the proposed sale of the Partnership hotels. In
connection with the proposed sale, the outstanding debts referred to above and
in Note 5 will be paid in full.

(2)  ORGANIZATION AND BUSINESS

The Partnership is a Delaware limited partnership which owns three all-suite
hotels located in Tampa, Florida; WALT DISNEY WORLD(R) Village in Lake Buena
Vista, Florida; and in the Research Triangle area near Raleigh/Durham, North
Carolina.

(3)  SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

In the opinion of Management, the accompanying financial statements contain all
adjustments (all of which are normal and recurring in nature) necessary to
present fairly the financial position of the Partnership at March 31, 1997 and
December 31, 1996 and the results of its operations for the quarters ended March
31, 1997 and 1996. The Partnership has considered Statement of Financial
Accounting Standard Number 109 "Accounting for Income Taxes" and, given the
cumulative operating losses, has concluded that this standard will have no
impact on the Partnership's financial statements.

(4)  RELATED PARTIES

The General Partner, an affiliate, is generally empowered by the Partnership
Agreement to conduct, direct and exercise full control over all activities of
the Partnership.

Total fees charged by DoubleTree to the Partnership for management, advertising,
reservation and accounting services were $646,934 and $541,005 during the first
quarter of 1997 and 1996, respectively. Nuho Company, a successor to PH
Management Company (a previous management company) pursuant to the bankruptcy
plan, received residual management fees of $176,969 and $153,195 during the
first quarter of 1997 and 1996, respectively.


                                       7

<PAGE>   8


(5)  REAL ESTATE MORTGAGE NOTES

The nonrecourse notes are secured by the first mortgages on the hotels,
including the ground lease at the Disney hotel. The Partnership makes monthly
payments of principal and interest based upon a 30-year amortization schedule. A
final payment, including interest, is due on August 1, 1997. Accordingly, the
total principal amount due has been classified as a current liability at March
31, 1997. The lender will also receive appreciation interest equal to 25% of the
net proceeds, as defined, at sale of the hotels, or net proceeds based upon
market value if the hotels are refinanced rather than sold prior to the maturity
of the loan.

On October 26, 1994, the Partnership borrowed $500,000 from DoubleTree for
capital improvements. This nonrecourse note is secured by second mortgages on
the hotels and is due at the termination of the management agreement with
DoubleTree. Interest is computed at 10.25% and payment is equal to the lesser of
the monthly computed interest due or monthly available cash flow from the
Partnership.

(6)  PARTNERSHIP DISTRIBUTIONS AND ALLOCATIONS

Pursuant to the terms of the renegotiated debt, the Partnership is precluded
from making cash distributions to the partners until such time as the interest
capitalized by the lender has been repaid. Such repayment is expected to occur
on or before the maturity of the first mortgage loans on August 1, 1997 in
connection with the sale or refinancing of the hotels.

For financial statement reporting purposes, net income (loss) is allocated 99
percent to the Unitholders and 1 percent to the General Partner. The net income
allocated to the Unitholders for the quarter ended March 31, 1997 and 1996 was
$1,074,961 or $.35 per unit, and $474,980, or $.15 per unit, respectively.

(7)  INCOME TAXES

The Revenue Act of 1987 included a provision which will treat publicly-traded
partnerships, such as the Partnership, as corporations for Federal income tax
purposes beginning January 1, 1998. The effect of treating publicly-traded
partnerships as corporations will be to tax the income of the partnership at the
entity level and reflect distributions to partners as dividends. Additional
costs to the Partnership for such taxes would reduce the amount available for
distribution to the partners.


                                       8

<PAGE>   9


(8)  SUBSEQUENT EVENTS

On May 9, 1997 the Partnership announced that it had entered into a purchase and
sale agreement to sell all three of the hotels to FelCor Suites Limited
Partnership, an affiliate of FelCor Suite Hotels, Inc. for $64,800,000. FelCor
Suites Hotels, Inc., located in Irving, Texas, is one of the largest
publicly-traded hotel REITS.

The transaction requires the approval by the unit holders of a majority of the
outstanding units of the Partnership and by the land lessor of the property at
Lake Buena Vista, Florida. FelCor's board of directors has already approved the
transaction. A proxy statement, containing a detailed description of the
transaction, will be sent to each Limited Partner in the near future.

The sale, which is expected to occur before the end of July, will result in a
liquidation of PSH Master L.P. I and a distribution to unit holders of all net
proceeds. The anticipated payout will be in a range of $5.00 to $5.50 per each
partnership unit.


                                       9

<PAGE>   10


PART I.  FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION

LIQUIDITY AND CAPITAL RESOURCES

The Partnership has incurred net losses since its inception and at March 31,
1997, the Partnership had a partners' deficit of $7,494,107. The Partners'
accumulated deficits and the uncertainty of the Partnership's ability to
refinance the first mortgage debt on maturity (see Note 5) raise substantial
doubt about the Partnership's ability to continue as a going concern for a
reasonable period of time. Because of the possible material effects of this
uncertainty the independent auditors did not express an opinion on the financial
statements as of December 31, 1996. However, as discussed in the auditors'
report, the financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset or liability amounts that
might be necessary should the Partnership be unable to continue as a going
concern.

On May 9, 1997 the Partnership announced that it had entered into a purchase and
sale agreement to sell all three of the hotels to FelCor Suites Limited
Partnership, an affiliate of FelCor Suite Hotels, Inc. for $64,800,000. FelCor
Suites Hotels, Inc., located in Irving, Texas, is one of the largest
publicly-traded hotel REITS.

The transaction requires the approval by the unit holders of a majority of the
outstanding units of the Partnership and by the land lessor of the property at
Lake Buena Vista, Florida. FelCor's board of directors has already approved the
transaction. A proxy statement, containing a detailed description of the
transaction, will be sent to each Limited Partner in the near future.

The sale, which is expected to occur before the end of July, will result in a
liquidation of PSH Master L.P.I and a distribution to unit holders of all net
proceeds. The anticipated payout will be in a range of $5.00 to $5.50 per each
partnership unit.

During the first quarter of 1997, the Partnership made monthly payments of
principal and interest on its first mortgage debt based upon a 30-year
amortization schedule at the contract rate of 10.25%, in accordance with the
restructured loans. Cash from operations, after funding replacement reserves,
exceeded the required debt service by $1,284,971, significantly improving the
Partnership's working capital and current ratio positions. This excess amount is
expected to decline in later quarters due to the seasonal business of the
hotels. Based upon anticipated revenue levels, Management is of the opinion that
cash from operations will be sufficient to meet expected cash requirements
during the next twelve months, with the exception of the required balloon
payment on the existing first mortgage debt.


                                       10

<PAGE>   11


Hotel operations are the Partnership's primary and on-going source of cash to
pay its operating expenses, to meet its reserve requirements and to make cash
distributions to its partners. Hotel occupancy is seasonal by nature. Cash flows
track this seasonality closely due to the nature of trade receivables. Other
trade receivables include wholesale and travel agent accounts, and corporate and
group billings, the majority of which are collected within 30 days. The
Partnership earns interest income from its various operating cash accounts
including the balances held in the Replacement Reserve Funds.

In addition to its hotel operations, the Partnership will receive a final
payment in 1997 on its unsecured claim against the General Partner, which in
1991 filed for protection against its creditors under Chapter 11 of the U.S.
Bankruptcy Code. An unsecured claim in the amount of $5,038,658 was filed in the
bankruptcy case on behalf of the Partnership due to the General Partner's
default under the Performance and Break-even Guaranty (the Guaranty Agreement).
Total payments received to date by the Partnership against its unsecured claim
total $757,870. The Partnership expects to receive total payments of
approximately $2,000,000, including amounts previously received. This amount
includes operating profits and sale proceeds from a hotel owned by the General
Partner. Due to the remaining variables in the Plan, however, there are no
assurances as to the actual amount to be received. The Plan also provides that
PC Development Limited Partnership will continue as the General Partner of the
Partnership.

The Partnership is required by its Management Agreement to maintain Replacement
Reserve Fund balances of specified amounts to facilitate operating the Hotels as
"first-class" suite accommodations. Separate Replacement Reserve Funds have been
established for replacements, substitutions and additions to furniture and
equipment and these were funded at the rate of 4% of total revenues during the
first quarter of 1997.

In addition, the Partnership borrowed $500,000 from DoubleTree to be used for
capital improvements on October 26, 1994. Interest is computed at 10.25%,
payable monthly in arrears.

The Partnership deposits cash each month into escrow for the payment of real and
personal property taxes, as required by the lender. The monthly deposits to the
escrow account are sufficient to meet these tax obligations as they come due.

The Partnership's mortgage obligations mature on August 1, 1997, requiring a
balloon payment of approximately $45,400,000. Accordingly, the total principal
amount due has been classified as a current liability at March 31, 1997. In
addition, the lender will receive 25% of the net proceeds, as defined, upon sale
of the hotels, or net proceeds based upon market value if the hotels are not
sold prior to the maturity of the loan, as appreciation interest.


                                       11

<PAGE>   12


RESULTS OF OPERATIONS

The Tampa and Disney hotels opened in April 1986 and March 1987, respectively,
and the Durham hotel opened in December 1987. The following table summarizes
combined operating information for the hotels:
<TABLE>
<CAPTION>
                                                         Quarter Ended    Quarter Ended
                                                         March 31, 1997   March 31, 1996
                                                         -------------------------------
<S>                                                       <C>              <C>    
Available suites                                              57,150          57,785 
Occupancy percentage                                           80.62%          79.17%
Average daily rate                                           $129.12         $112.07 
Direct operating costs as a percent of revenues:                                     
      Suites                                                   18.63%          19.62%
      Other                                                    64.52%          66.69%
            Total                                              27.98%          30.00%
</TABLE>

THREE MONTHS ENDED MARCH 31, 1997

Total revenues increased $895,952 or 13.6% during the first three months of
1997. Suite revenues increased $822,496 or 16.0% from the first quarter of 1996,
based upon a 15.2% increase in average daily rate and a 1.8% increase in
occupancy. Occupancy increased due to strong volume increases at the Disney
hotel. Occupancy at the Tampa and Raleigh/Durham hotels remained steady, while
volumes at Disney increased 5.2%. Average daily rates increased at each of the
hotels, with the largest gains being recorded by the Disney hotel. Food,
beverage and other revenues increased $73,456 or 5.1% over the prior year. Based
upon both higher volumes and price increases, food and beverage revenue
increased $85,195 or 8.0%. Other revenue increases include higher movie rentals,
space rentals and no shows.

Direct operating costs increased $118,547 or 6.0%, in the first three months,
compared to the same period of 1996. Costs in the suites department increased
$102,621 or 10.2% of which $73,924 resulted from increased payroll to meet
volume and service needs and $48,310 reflects an increase in room commissions
paid to travel agents. Cost increases in the suites department were offset by
reductions totaling $18,413 in laundry, linen replacements, guest supplies and
complimentary food for guests.

Other direct operating expenses increased $15,926 or 1.7% of which $34,213
represents increases in payroll expense in 1997. The increases in payroll were
partially offset by a $20,606 reduction in food, beverage and telephone
expenses. The biggest reductions were in contracted services, supplies and
uniforms in the food department, and, equipment and miscellaneous costs in the
telephone department. Food and beverage cost of sales increased $13,800 or 4.8%
due to higher volumes. Food and beverage payroll accounted for $32,954 of the
total other direct operating payroll increase.


                                       12

<PAGE>   13


Sales, general and administrative expenses were up $91,143, or 6.9%. This
increase reflects higher payroll expenses of $49,032 associated with staffing
additions in the sales departments of each hotel and increases in revenue-driven
expenses, including management fees and credit-card commissions, which increased
$42,458 and $18,009, respectively. Other increases that were not tied to
revenues include accounting and professional fees, up $10,204 and employee
recognition, up $7,760. Offsetting these higher expenses in the three-month
period were reductions in recruiting and relocation costs of $15,524, a
reduction in advertising and promotional expenses of $7,477 and lower print
expense of $10,464. Cost control measures also helped reduce general expense
levels in the current quarter.

Energy and maintenance costs increased $39,551 or 8.0% in the first three months
of which $19,573 reflects increased payroll expense. Energy costs increased
$20,499 or 8.2% due to higher usage at the Florida hotels.

Rents, taxes and other expenses decreased $1,385 or 0.3% in the first quarter of
1997. The slight decrease includes reductions in Disney transportation, down
$14,235; property taxes, reduced by $2,325; and furniture and records storage,
down $2,938. Those reductions were offset by an increase in Disney land rent, up
$21,441, driven by revenue and volume increases.

Partnership administrative expenses consist primarily of quarterly and annual
report costs, tax processing and transfer agent charges, and legal and audit
fees.


                                       13

<PAGE>   14


 PART II.         OTHER INFORMATION

ITEMS 1 THROUGH 6

Except as provided below, information required in Items 1 through 6 is not
applicable to the Registrant for the quarter ended March 31, 1997.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:  The following exhibits are filed herewith:

                  (i)      Exhibit 2:   Contract for Purchase and Sale 
                                        of Hotels
                                        First Amendment to Contract for 
                                        Purchase and Sale of Hotels 
                                        Second Amendment to Contract for 
                                        Purchase and Sale of Hotels
                                        Third Amendment to Contract for Purchase
                                        and Sale of Hotels

                  (ii)     Exhibit 27:  Financial Data Schedule (only for 
                                        filings via EDGAR)

         (b)      Reports on Form 8-K:  No current reports on Form 8-K were 
                                        filed by the Partnership during the
                                        quarter ended March 31, 1997.


                                       14

<PAGE>   15


SIGNATURES

Pursuant to the requirements of the Security Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

PSH MASTER L.P.I

(Registrant)

By:      PC Development Limited Partnership,
         General Partner

         By:      PH Management Company,
                  General Partner

                  By:  /s/ James V. Pickett                      05/15/97
                     ---------------------------------       --------------
                       James V. Pickett, Chairman                 Date

                  By:  /s/ Stephen C. Denz                       05/15/97
                     ---------------------------------       --------------
                       Stephen C. Denz, Controller                 Date
                         (Principal Financial Officer)


                                       15