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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 1996

                         Commission file number 0-13458

           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

             Connecticut                             06-1094176
      (State of Organization)           (I.R.S. Employer Identification No.)

                     900 Cottage Grove Road, South Building
                          Bloomfield, Connecticut 06002
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (860) 726-6000


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

                                      NONE
                              (Title of Each Class)

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                  Yes X      No

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. Not applicable.




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<PAGE>


<TABLE>
<CAPTION>
                                                          TABLE OF CONTENTS


PART I                                                                                                             PAGE
<S>                 <C>                                                                                            <C> 
Item  1.            Business                                                                                         3
Item  2.            Properties                                                                                       6
Item  3.            Legal Proceedings                                                                               10
Item  4.            Submission of Matters to a Vote of Security Holders                                             10


PART II

Item  5.            Market for Registrant's Common Equity and Related Security Holder Matters                       10
Item  6.            Selected Financial Data                                                                         11
Item  7.            Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                                            12
Item  8.            Financial Statements and Supplementary Data                                                     19
Item  9.            Changes in and Disagreements with Accountants on
                     Accounting and Financial Disclosure                                                            42

PART III

Item 10.            Directors and Executive Officers of the Registrant                                              42
Item 11.            Executive Compensation                                                                          45
Item 12.            Security Ownership of Certain Beneficial Owners and Management                                  45
Item 13.            Certain Relationships and Related Transactions                                                  45

PART IV

Item 14.            Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                46

SIGNATURES                                                                                                          49


</TABLE>

                                                                 2

<PAGE>



                                     PART I

Item 1.       Business

     The Registrant, Connecticut General Equity Properties-I Limited Partnership
(the  "Partnership")  was formed on November 14, 1983, under the Uniform Limited
Partnership  Act of the  State of  Connecticut  for the  purpose  of  acquiring,
operating,  holding  for  investment  and  disposing  of  industrial  and office
buildings  and  service  center  space  and,  to a  lesser  extent,  residential
properties.  On January  31,  1984,  the  Partnership  commenced  an offering of
$50,000,000  (subject  to  increase up to  $65,000,000)  of Limited  Partnership
Interests (the "Units") at $1,000 per Unit, pursuant to a Registration Statement
on Form S-11 under the Securities Act of 1933 (Registration No. 2-87976).

     The  General  Partner of the  Partnership  is  Connecticut  General  Realty
Resources, Inc.-Third (the "General Partner"), which is an indirect wholly owned
subsidiary  of CIGNA  Corporation,  a publicly held  corporation  whose stock is
traded on the New York Stock Exchange.

     A total of 39,236.25  Units was sold to the public prior to the  offering's
termination  on December 31, 1985.  The holders of 12,314 Units were admitted to
the  Partnership in 1984; the holders of 23,381.75  Units were admitted in 1985;
and on January 2, 1986, the holders of the 3,540.5 remaining Units were admitted
to the Partnership.  From the 39,236.25 Units sold, the Partnership received net
proceeds  of  $35,602,279.  The  holders of Units  ("Unit  Holders"  or "Limited
Partners") of the Partnership share in the ownership of the  Partnership's  real
property  investments  according  to the  number of Units  held.  Subsequent  to
admittance to the  Partnership,  no Unit Holder has made any additional  capital
contribution.  The  Partnership is engaged solely in the business of real estate
investment.  A  presentation  of  information  about  industry  segments  is not
applicable.

     The  Partnership is engaged in passive  activities and therefore  investors
are subject to the applicable  provisions of the Internal  Revenue  Service Code
and  Regulations.  Losses from "passive  activities"  (which  include any rental
activity) may only offset income from "passive  activities."  Investors' passive
losses in excess of  passive  income  from all  sources  are  suspended  and are
carried over to future years when they may be deducted  against  passive  income
generated by the Partnership in such year (including gain recognized on the sale
of the Partnership's assets) or against passive income derived by investors from
other  sources.   Any  suspended  losses  remaining  subsequent  to  Partnership
dissolution may be used by investors to offset ordinary income.

     The Partnership  acquired five commercial  properties  (including one owned
through a joint venture)  located in Missouri,  Arizona,  Illinois,  Florida and
Massachusetts.  In order to  acquire  the  properties,  the  Partnership,  which
purchased its properties  for all cash,  invested a total of  $30,803,712,  paid
$2,418,158  in  acquisition  fees and closing  costs,  established  reserves for
improvements  of  $1,203,321  and  established   working  capital   reserves  of
$1,177,088.

     Pursuant  to the  Partnership  Agreement,  the  Partnership  is required to
terminate on or before December 31, 2013. The Partnership anticipated that prior
to its termination and dissolution,  some or all of the Partnership's properties
would be sold, the retention or sale of any property dependent,  in part, on the
anticipated remaining economic benefits of continued ownership.  It was expected
that most sales would occur after a period of ownership  extending  from nine to
twelve years after acquisition.  The Partnership sold Courtyard Shopping Center,
located  near  Chicago  in Villa  Park,  Illinois,  on  January  11,  1990.  The
Partnership sold Westside  Industrials  located in Phoenix,  Arizona as follows:
two of the six buildings  (42,480 of the 105,560 square feet) on April 15, 1994;
one  additional  building  (12,600  square  feet) on  April  27,  1995;  and the
remainder of the project on December  26, 1995.  Reference is made to Item 8 for
further descriptions of the sales.

     On January 10, 1997,  the  Partnership  and  Glenborough  Properties,  L.P.
entered into an Agreement of Purchase and Sale (the "Purchase Agreement"). Under
the terms of the Purchase Agreement,  Glenborough Properties, L.P. will purchase
all of the real estate assets of the Partnership for an aggregate purchase price
of  $14,554,000.  Reference is made to Item 7 for a detailed  discussion  of the
Purchase  Agreement  and the sale of the  Partnership's  real estate  assets and
subsequent liquidation of the Partnership.

                                        3

<PAGE>



     The  Partnership  has made the real property  investments  set forth in the
following table:
<TABLE>
<CAPTION>

 Name, Type of Property and         Purchase Price     Acquisition       Size (d)         Date of             Type of
          Location                    (a)(b)(c)          Fees and         sq. ft.        Purchase            Ownership
                                                         Expenses
<S>                                    <C>               <C>             <C>             <C>          <C>               
1.     Woodlands Plaza II              $7,902,880        $498,052         72,465         10-15-84     100% fee simple interest
       Office Building
       St. Louis, Missouri

2.     Westside Industrials            $2,976,000        $350,266        105,560         02-01-85     100% fee simple interest
       (formerly Interpark)                                                               (sold)
       Phoenix, Arizona (e)

3.     Lake Point, I, II, III          $9,603,000        $803,929        135,008         07-31-86     100% fee simple interest
       Service Center
       Orlando, Florida

4.     Westford Corporate              $4,321,832        $372,000        162,765         09-11-86        26.08% fee simple
       Center, Westford,                                                                                   interest
       Massachusetts (f)

5.     Courtyard Shopping              $6,000,000        $393,911         57,332         05-10-85     100% fee simple interest
       Center                                                                             (sold)
       Villa Park, Illinois(g)

</TABLE>


(a)  The  Partnership  did not incur any debt in connection with the acquisition
     of these investment properties.

(b)  Excludes all broker fees paid at closing.

(c)  This table does not  reflect  purchase  price  adjustments  resulting  from
     master lease provisions.

(d)  Represents  net leasable area at  acquisition  date;  net leasable area may
     change due to expansion or tenant improvements.

(e)  The Partnership sold two of the six buildings,  representing  42,480 of the
     105,560 square feet on April 15, 1994. An additional building, representing
     12,600  square  feet  was sold on  April  27,  1995.  The  remaining  three
     buildings were sold on December 26, 1995.

(f)  The  Partnership  owns a 26.08%  interest in the joint venture  partnership
     which owns the Westford  Corporate  Center.  CIGNA Income Realty-I  Limited
     Partnership  ("CIR")  is  the  co-venturer.  CIR's  general  partner  is an
     affiliate of the General  Partner.  The  information  shown  represents the
     Partnership's share of the total investment.

(g)  The Partnership sold the Courtyard Shopping Center on January 11, 1990.














                                        4

<PAGE>



     Woodlands  Plaza II is located in the West County  office market of Greater
St. Louis. Employment in the St. Louis region grew by 4.3%, a gain of 52,000 new
jobs for 1996. The unemployment  rate dropped again in 1996 to 4.7% from 4.8% in
1995, the lowest level in 20 years.  The economy is fairly well diversified with
health and education  service  industries  providing the largest number of jobs.
The growth industry appears to be the amusement and recreation industry as 1,400
new jobs were added in 1996.  As the gaming  industry  continues  to grow in St.
Louis an  additional  8,000 to  10,000  new jobs can be added  over the next few
years.  The market  quality  index for St. Louis has dropped  slightly from last
year,  reflecting  in part the  uncertainty  of Boatmen's  Bank,  now that it is
merging with  NationsBank;  McDonnell  Douglas now that it is being  acquired by
Boeing;  and the  financial  uncertainty  of TWA.  While the  downtown St. Louis
office market  continues to struggle to keep its occupancy  rate around 88%, the
suburban  office markets  continue to flourish.  The West County market contains
almost 12 million square feet of space (which represents 29% of the metropolitan
area supply) and is 96% leased.  The Woodlands  submarket of West County,  where
Woodlands  Plaza II is located,  comprises nine buildings  containing just under
400,000  square  feet  and has an  occupancy  rate of  97.6%.  Rents  for  space
competing with Woodlands  Plaza II are in the $15.50 to $17.00 range with tenant
improvement  packages in the $3.00 to $10.00 square foot range.  Woodlands Plaza
II ended the year 99% occupied,  up  significantly  from the 75% at the close of
1995. Rental rates at Woodlands Plaza II are in line with the market.

     The Orlando  metropolitan  area is expected to sustain its steady growth in
population and employment through the end of the decade. The two main sectors of
growth are the trade and service industries.  The industrial market continues to
improve  with  rising  occupancy  and rental  rates  along with  strong  demand.
Construction  in the  past  several  years  has  been  limited  to build to suit
properties.  The  current  level of demand  and  strong  market  indicators  has
recently led to some  speculative  building  activity.  In South  Orlando,  four
speculative bulk distribution centers and one service center project have either
begun construction or announced plans to begin construction over the next twelve
months.  Lake  Point I, II and III is located in the  Southern  Orlando  service
center market which currently contains  approximately 3.6 million square feet of
service  center/warehouse  space.  Vacancy for the submarket dropped from 10% at
the close of 1995 to 7% in 1996 with net  absorption  reported  at over  100,000
square feet.

     Lake Point,  which has excellent site access and a desirable location close
to the  airport  within the Lee Vista  Center,  was ahead of the market at 100%.
Effective  rental rates at the property are competitive with the market range of
$5.50 to $9.50 per square  foot  dependent  on grade level or  dock-high  space.
Effective  rents at the  property  range from  approximately  $5.25 to $8.50 per
square foot. Lee Vista Center, a planned business park, is located approximately
ten miles southeast of Orlando's central business district and approximately one
mile north of the Orlando  International  Airport.  Lake Point, which contains a
single  story  office/industrial  space with  loading  dock  areas,  is a unique
product within the business park and therefore has limited  direct  competition.
The business park contains  mostly office  buildings but also hotels,  a daycare
center and restaurants.  The Orlando Airport service center market is made up of
mostly warehouse or distribution  space. In a recovering market, any development
within Lee Vista Center is likely to be high-rise office,  unlikely  competition
for Lake Point.

     Westford  Corporate  Center is located in the Boston submarket known as the
Northwest Corridor,  between Routes I-128 and I-495. Boston's overall employment
growth slowed to 1.5% in 1996. Job creation in high-technology  and mutual funds
have continued,  partially  offset by layoffs in the  manufacturing  and banking
industries,  resulting in  approximately  39,000 new jobs in the Boston area for
1996. The Boston economy continues to exhibit signs of stabilization,  including
declining vacancy rates in the retail,  office and warehouse  markets, a rise in
hotel  occupancies,  and a drop in the unemployment  rate.  Growth in the Boston
area is expected to diminish  slightly over the next five years with  employment
growth  averaging  1.2%  between  1997 and  2001.  Trade  employment,  which has
expanded  by 43,000  jobs over the last three  years,  will show  growth of only
5,700 jobs per year through 2001.  The Route 495 North market,  which  comprises
16.8 million  square feet of research &  development  ("R&D") and office  space,
continued  to report  positive  absorption  in 1996,  with a third  quarter 1996
vacancy rate of approximately  12%,  including  subleased space, down from 1995.
Leasing activity in 1996,  totaling more than 950,000 square feet, was dominated
by R&D  properties,  accounting  for 90% of the net  absorption.  Average asking
rents  are   approximately   $12.75  per  square  foot  for  office  space,  and
approximately $7.00 per square foot on a triple net basis for R&D space.

     Approximate  occupancy  levels for the properties on a quarterly  basis are
set forth in the table in Item 2.

                                        5

<PAGE>



     The Partnership itself has no employees; however, the unaffiliated property
managers  engaged by CIGNA  Investments,  Inc.  ("CII,"  formerly  CIGNA Capital
Advisers,  Inc.) on behalf of the  Partnership  maintain  on-site  staff.  For a
description  of  asset  management  services  provided  by CII and the  terms of
transactions  between the Partnership and affiliates of the General Partner, see
Item 13 and the Notes to Financial Statements.

     The following list details gross  revenues from  operations for each of the
Partnership's  investment  properties as a percentage of the Partnership's total
gross revenues during 1994, 1995 and 1996.  Included in this  calculation is the
Partnership's  interest in the gross revenues of the Westford joint venture.  In
each year, interest income accounted for the balance of gross revenues.

                                          1994           1995          1996
                                          ----           ----          ----

     1.  Woodlands Plaza II                 29%            36%           35%
         Office Building
         St. Louis, MO

     2.  Westside Industrials               12%             7%           N/A
         Phoenix, AZ (a)

     3.  Lake Point I, II, III              42%            40%           47%
         Service Center
         Orlando, FL

     4.  Westford Corporate Center          15%            15%           16%
         Westford, MA

(a)  The Partnership sold two of the six buildings,  representing  42,480 of the
     105,560 square feet on April 15, 1994. An additional building, representing
     12,600  square  feet  was sold on  April  27,  1995.  The  remaining  three
     buildings were sold on December 26, 1995.

Item 2.  Properties

     The Partnership  owns directly and through a joint venture  partnership the
properties  described  in Item 1 herein.  Reference is made to Items 1 and 8 for
information  on  properties  sold by the  Partnership.  The  lease  terms on the
properties  range from less than one year to ten years,  with the majority being
three to five years.  Most of the leases  contain  provisions for one or more of
the  following:   percentage  rent,   escalation  and  common  area  maintenance
recaptures.  Reference  is  made  to  the  Notes  to  Financial  Statements  for
information  regarding  minimum annual future rentals under existing  leases and
operating  expense  reimbursements.  In the opinion of the General Partner,  the
Partnership's properties continue to be adequately insured.

     On January 10, 1997, the Partnership entered into the Purchase Agreement to
sell all of the  Partnership's  real estate assets.  Reference is made to Item 7
for a  detailed  discussion  of the  Purchase  Agreement  and  the  sale  of the
Partnership's real estate assets.

     Woodlands Plaza II is a three-story  suburban office structure  situated on
Lots 1, 2 and 3 of The Woodlands  Business Park located in St. Louis,  Missouri.
The building was completed in July 1983 and sold to the  Partnership  in October
1984. The building design features exterior masonry  construction and is divided
into two separate  buildings that overlook the Woodlands  Lake. The building has
approximately 72,276 square feet of net leasable area.





                                        6

<PAGE>



     The following table provides  information on tenants that occupy 10 percent
or more of Woodland Plaza II's net leasable area.
<TABLE>
<CAPTION>

           Tenant                Square      Principal       Base Rent         Lease          Renewal           Other
                                 Footage     Business        Per Annum         Dates          Option         Information
<S>                              <C>       <C>               <C>             <C>          <C>               <C>      
1. Doane Agricultural            11,301    Agriculture         $189,288      08/01/96-          --               --
   Services Co.                                                              07/31/01

2. Dun & Bradstreet              11,101    Financial           $169,290      07/01/95-    1, 5 year ext.         --
                                           Services                          06/30/00         option

3. Moseby Year Book              14,048    Online              $224,772      02/09/96-    1, 5 year ext.         --
                                           Medical                           02/28/01         option
                                           Service

</TABLE>


     The following  table  provides  lease  expiration  information  relative to
Woodlands Plaza II.
<TABLE>
<CAPTION>

             Year          Number of Leases      Square Footage      Annualized Base       Percentage of Total
                               Expiring                                    Rent                 Annualized
                                                                                                Base Rent
             <S>           <C>                   <C>                 <C>                   <C>                  
             1997                    3                6,897             $101,517                        9%

             1998                    1                2,941              $42,648                        4%

             1999                    3               14,828             $226,476                       21%

             2000                    5               19,742             $304,602                       28%

             2001                    2               25,349             $414,060                       38%

</TABLE>

     Lake Point I, II, III is within Lee Vista Center,  a planned business park,
located in the southeast sector of the Orlando, Florida,  metropolitan area. Lee
Vista Center is located  approximately  10 miles southeast of Orlando's  central
business  district and  approximately 1 mile north of the Orlando  International
Airport. The property consists of four single-story office/service buildings and
two single-story office/warehouse buildings containing a total of 135,008 square
feet of gross leasable area.

     The following table provides  information on tenants that occupy 10 percent
or more of Lake Point I, II, III's net leasable area.
<TABLE>
<CAPTION>

          Tenant                Square        Principal      Base Rent         Lease          Renewal           Other
                               Footage        Business       Per Annum         Dates           Option        Information
<S>                            <C>            <C>            <C>             <C>           <C>              <C>           
1. Attorney's Title             27,360        Insurance       $382,515       07/31/87-           --         Step up rent,
   Insurance Fund                                                            02/28/07                       Full service

2. Alpha Flight Services        32,400         Catering       $188,508       02/01/89-     1,5 year ext.     Step up rent
                                                                             01/31/99          option
</TABLE>













                                                                 7

<PAGE>



     The following table provides lease expiration  information relative to Lake
Point I, II, III.
<TABLE>
<CAPTION>

      Year               Number of Leases    Square Footage       Annualized          Percentage of Total
                             Expiring                              Base Rent               Annualized
                                                                                           Base Rent
      <S>                <C>                  <C>                 <C>                 <C>    
      1997                       1                1,836              $16,868                    1%

      1998                       3               22,184             $239,730                   22%

      1999                       3               36,360             $217,848                   20%

      2000                       1                5,040              $42,840                    4%

      2001                       1                4,320              $33,480                    3%

      2002                       1               10,806              $59,348                    5%

      2006                       1               12,278             $109,274                   10%

      2007                       1               27,360             $382,515                   35%

</TABLE>


                                                                 8

<PAGE>



     The following list compares approximate occupancy levels by quarter for the
Partnership's investment properties during 1992, 1993, 1994, 1995 and 1996:
<TABLE>
<CAPTION>

                   Woodlands Plaza II        Westside Ind. Park      Lake Point I, II, III         Westford
                      Office Bldg.            Phoenix, AZ (a)            Service Center        Corporate Center
                     St. Louis, MO                                        Orlando, FL          Westford, MA (b)

<S>                <C>                        <C>                    <C>                       <C>          
     1992
At 03/31                  77%                       97%                       86%                     60%
At 06/30                  73%                       97%                       86%                     60%
At 09/30                  84%                       97%                       85%                     60%
At 12/31                  84%                       97%                       85%                     60%

     1993
At 03/31                  87%                       97%                       88%                     60%
At 06/30                  80%                       74%                       88%                     60%
At 09/30                  90%                       67%                       94%                     60%
At 12/31                  81%                       67%                       93%                     75%

     1994
At 03/31                  81%                       67%                       90%                     75%
At 06/30                  78%                       100%                      83%                     85%
At 09/30                  84%                       85%                       89%                    100%
At 12/31                  92%                       80%                       89%                    100%

     1995
At 03/31                  94%                       80%                       100%                   100%
At 06/30                  90%                       100%                      100%                   100%
At 09/30                  79%                       100%                      100%                   100%
At 12/31                  75%                       N/A                       98%                    100%

     1996
At 03/31                  95%                       N/A                       100%                   100%
At 06/30                  99%                       N/A                       100%                   100%
At 09/30                  99%                       N/A                       100%                   100%
At 12/31                  99%                       N/A                       100%                   100%

</TABLE>

An "N/A" indicates that the property was not owned by the Partnership at the end
of the quarter.

(a)  Two of six buildings at Westside  Industrials  were sold on April 15, 1994,
     representing  42,480 of the 105,560  square feet. An  additional  building,
     representing  12,600 square feet was sold on April 27, 1995.  The remaining
     three buildings were sold on December 26, 1995.

(b)  See the  Notes to  Financial  Statements  for a  description  of the  joint
     venture  partnership  through  which  the  Partnership  has made  this real
     property  investment.  The Partnership  owns a 26.08% interest in the joint
     venture which owns the property.

                                        9

<PAGE>



Item 3.  Legal Proceedings

     Neither the Partnership nor its properties are party to, or the subject of,
any legal proceedings involving any material exposure.

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

     No  matters  were  submitted  to a vote of  Unitholders  during  the fourth
quarter of the fiscal year covered by this  report.  Reference is made to Item 7
for a description of an item currently  under  consideration  by Unitholders for
consent.

                                     PART II

Item 5.  Market for  Registrant's  Common  Equity and  Related  Security  Holder
     Matters

     As of March 3, 1997,  there were  approximately  3,681 record Unit Holders.
There is no established  public trading  market for Units.  The General  Partner
will not redeem or repurchase Units.

     The Revenue Act of 1987 adopted  provisions which have an adverse impact on
investors in a "publicly  traded  partnership"  ("PTP").  A PTP is a partnership
whose  interests  are  traded on an  established  securities  market or  readily
tradable on a secondary market (or the substantial  equivalent thereof).  If the
Partnership  were  classified  as a PTP, (i) the  Partnership  may be taxed as a
corporation  and (ii) the  passive  activity  rules of section  469 are  applied
separately   with  respect  to  items   attributable  to  each  publicly  traded
partnership.  On November 29, 1995, the Internal  Revenue Service ("IRS") issued
the Final PTP Regulations under section 1.7704-1.  The Final PTP Regulations are
effective  for the tax years  beginning  after  December  31, 1995.  However,  a
transition rule exists for partnerships  that were engaged in an activity before
December 4, 1995 and that does not add a substantial  new line of business after
that date. The Partnership qualifies for the transition rule and may continue to
rely on Notice 88-75 for guidance  through the end of 2005. In Notice 88-75, the
IRS established  alternative  safe harbors that allow interests in a partnership
to be  transferred  or redeemed  in certain  circumstances  without  causing the
partnership  to be  characterized  as a PTP.  Units of the  Partnership  are not
listed or quoted for trading on an  established  securities  exchange.  However,
CIGNA Financial  Partners ("CFP") will, upon request,  provide a Limited Partner
desiring to sell or transfer  Units with a list of secondary  market firms which
may provide a means for  matching  potential  sellers with  potential  buyers of
Units,  if available.  Frequent  sales of Units  utilizing  these services could
cause the  Partnership to be deemed a PTP. The  Partnership has adopted a policy
prohibiting   transfers  of  Units  in  secondary  market  transactions  unless,
notwithstanding such transfers, the Partnership will satisfy at least one of the
safe harbors.  Although such a restriction could impair the ability of investors
to liquidate  their  investment,  the service  provided by CFP  described  above
should allow a certain  number of transfers  to be made in  compliance  with the
safe harbor.

     The Partnership  declared  quarterly cash distributions to Limited Partners
for 1996 and 1995 as set forth in the following table:
<TABLE>
<CAPTION>
                                                                                 CASH DISTRIBUTION PER UNIT
                             QUARTER             DATE PAID (A)                 1996                    1995
                             --------            -------------                 ----                    ----
                             <S>                 <C>                         <C>                   <C>       
                               1st               May 15                      $   4.65              $   5.01
                               2nd               August 15                       5.01                 13.71  (c)
                               3rd               November 15                     5.49                 10.02  (d)
                               4th               February 15                     6.69  (b)            37.31  (e)
                                                                             --------              --------
                                                                             $  21.84              $  66.05
                                                                             ========              ========

(a)  Quarterly distributions are paid 45 days following the end of the calendar quarter.
(b)  The fourth quarter distribution was paid on March 10, 1997.
(c)  Includes $8.70 per Unit from a partial sale of Westside Industrials.
(d)  Includes $4.84 per Unit from a lease termination fee received at Woodlands Plaza II.
(e)  Includes $28.31 per Unit from the sale of the remainder of Westside Industrials.

                                                                 10
</TABLE>
<PAGE>



     Reference is made to Item 6 for information on cash  distributions  paid to
Limited Partners during 1996, 1995, 1994, 1993, and 1992.

     There are no material legal restrictions upon the Partnership's  ability to
make  distributions  in  accordance  with  the  provisions  of  the  Partnership
Agreement. Reference is made to Item 7 for a description of the proposed sale of
the Partnership's  real estate assets and subsequent  liquidation.  Reference is
made to the Notes to Financial  Statements  for a description of payments to the
State of Connecticut on behalf of Limited Partners.

<TABLE>
<CAPTION>
Item 6.  Selected Financial Data (a)

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                 (a Connecticut limited partnership)

                                              December 31, 1996, 1995, 1994, 1993, 1992
                                         (not covered by Report of Independent Accountants)

                                             1996               1995                1994                1993                1992
                                             ----               ----                ----                ----                ----
<S>                                   <C>                 <C>                <C>                 <C>                 <C>       
Total assets (b)                      $    14,366,946     $    15,779,061    $     15,886,403    $    18,116,233     $   18,841,802
Total income                                2,456,154           2,761,823           2,338,050          2,600,369          2,649,750


Net income (loss) (c)                         661,691           1,173,396            (232,492)           406,434         (2,651,499)
Net income (loss) per Unit (c)                  16.70               29.34               (7.08)             10.26             (66.90)

Cash distributions to
 limited partners (d)                       2,058,341           1,250,072           1,890,411          1,174,738          1,727,963
Cash distributions per Unit (d)                 52.46               31.86               48.18              29.94              44.04

(a)  The above selected  financial  data should be read in conjunction  with the
     financial statements and the related notes appearing herein. On January 10,
     1997, the  Partnership  entered into the Purchase  Agreement to sell all of
     the  Partnership's  real estate  assets.  Reference is made to Item 7 for a
     detailed  discussion  of  the  Purchase  Agreement  and  the  sale  of  the
     Partnership's real estate assets and subsequent liquidation.

(b)  Total assets include  Partnership's equity investment in joint venture. See
     the Notes to Financial Statements for a description of the joint venture.

(c)  Included in 1995 is a gain on sale of property  of  $464,957  ($449,775  to
     limited partners or $11.46 per unit).  Included in 1994 and 1992 are losses
     due to  impairment of assets of $835,000  ($21.07 per Unit) and  $2,791,040
     ($70.42  per  Unit),  respectively.  Included  in 1994 is a gain on sale of
     property of $245,873 ($195,721 to limited partners or $4.99 per Unit).

(d)  Quarterly  distributions are usually paid and recorded in the Partnership's
     records 45 days  following  the end of the  calendar  quarter.  (The fourth
     quarter 1996 distribution was paid on March 10, 1997).  Cash  distributions
     to limited partners in 1996 include proceeds from the sale of the remaining
     three buildings of Westside Industrials.  Included in 1995 and 1994 are the
     proceeds  from the sale of Buildings #6 and Buildings #1 and #2 of Westside
     Industrials,   respectively.  Reference  is  made  to  Notes  to  Financial
     Statements  for a description  of payments to the State of  Connecticut  on
     behalf of limited partners.  These payments were charged to limited partner
     capital  accounts  and  have  not  been  included  as  part  of  the  above
     presentation.

                                                                 11
</TABLE>
<PAGE>



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

     Except for historical information provided in this Management's  Discussion
and Analysis,  statements made throughout this document are  forward-looking and
contain information about financial results,  economic  conditions,  trends, and
known certainties. The Partnership cautions the reader that actual results could
differ materially from those expected by the Partnership.

Liquidity and Capital Resources

     On January 31, 1984, the  Partnership  commenced an offering of $50,000,000
(subject  to an  increase  to  $65,000,000)  of  limited  partnership  interests
pursuant to a  Registration  Statement on Form S-11 under the  Securities Act of
1933.  The  offering  terminated  on December  31, 1985 and a total of 39,236.25
Units were issued by the  Partnership  and  assigned to the public at $1,000 per
interest. Subsequent to the termination of the offering, no Unit Holder has made
any additional  capital  contribution.  The Partnership  does not expect to seek
additional capital contributions.

     After  deduction  of  selling   expenses  and  other  offering  costs,  the
Partnership had $35,602,279  with which to make  investments in real properties,
to pay legal fees and other costs (including  acquisition  fees) related to such
investments,  for working  capital  reserves and to fund extra lease-up costs. A
portion of the proceeds was utilized to acquire the properties described in Item
1  herein.  The  Partnership  did not  incur  any  debt in  connection  with the
acquisition of the properties. The Partnership does not intend to incur mortgage
indebtedness  relative  to the  properties  at any time  during  the term of the
Partnership.

     Reference  is  made  to  Item  1 for a  description  of  the  Partnership's
investment  properties  and a description of the markets in which the properties
operate.  Reference is made to Item 2 for  significant  tenant  information  and
lease  information.  Reference  is  made  to  Item  5 for  information  on  cash
distributions to Limited Partners. Reference is made to Item 8 for a description
of property sales.

     On  November  8,  1996,  the  General   Partner   received  an  unsolicited
contingency free offer from Koll General Partner Services ("Koll"), on behalf of
the Glenborough  Realty Trust Incorporated  ("Glenborough"),  to purchase all of
the assets and liabilities of the Partnership as reflected in the  Partnership's
June 30, 1996  balance  sheet for a purchase  price of  $13,000,000  or $331 per
Unit, an amount equal to approximately  90% of the Partnership's net asset value
as  of  December  31,  1995  ($366  per  Unit  adjusted  for  the  sale  of  the
Partnership's  Westside  Industrial Property located in Phoenix,  Arizona).  The
Partnership's net asset value was based, in part, on valuations  provided by CII
and  on an  outside  appraisal  of  the  Westford  Corporate  Center.  Both  the
Glenborough  offer and the net asset value are gross numbers without a reduction
for estimated sales costs. As part of the offer,  Glenborough  proposed that the
Partnership  pay Koll a 2% fee and the  Partnership  pay its  share  of  closing
costs. In addition Glenborough's offer to purchase the assets of the Partnership
was conditioned upon the simultaneous purchase of the assets of CIR. The General
Partner, on behalf of the Partnership,  reviewed and analyzed the Koll offer and
ultimately  rejected  it because it was based upon  outdated  valuations  of the
Partnership's  properties.  At that time,  CII was in the  process of  preparing
current  valuations,  and Koll requested the  opportunity to resume  discussions
regarding a possible sale at such time as when the new valuations were prepared.

     On November 18, 1996,  Everest Realty Investors,  LLC, a California limited
liability company  ("Everest"),  initiated a tender offer to Limited Partners to
purchase up to 40% or 15,695 of the Units at a purchase  price of $275 per Unit,
less the amount of any  distributions  per Unit, if any, made by the Partnership
to Limited Partners after any distribution from operations for the third quarter
of 1996 and less any  Partnership  transfer  fees  (the  "Everest  Offer").  The
Partnership recommended that Limited Partners reject the Everest Offer primarily
for two reasons:  (1) the General  Partner  believed  that the price of $275 per
Unit,  less  certain  amounts,  was  inadequate,  and (2) the Everest  Offer was
limited to 15,695 Units,  representing  only  approximately  40% of  outstanding
Units. In reaching its determination, the General Partner considered a number of
factors, including that the Partnership was negotiating with Glenborough for the
possible sale of all of the real estate assets of the Partnership for a purchase
price which would result in Limited Partners  receiving an amount  significantly
higher than the Everest Offer price of $275 per Unit.


                                       12

<PAGE>



     Following  the  receipt of current  valuations  from CII,  the  Partnership
resumed  discussions with Koll and Glenborough on December 2, 1996 regarding the
proposed  sale  of  the  Partnership's   assets.   During  these   negotiations,
Glenborough  agreed (i) to limit the purchase to the  Partnership's  real estate
assets  rather than all assets and  liabilities,  (ii) to increase  its purchase
price from its original offer of $13,000,000 for all of the Partnership's assets
and  liabilities to $14,554,000  for the  Partnership's  real estate assets only
(the increase in the purchase price was based on market valuations  conducted by
CII as of  December  1996),  and  (iii) to  assume  certain  transaction  costs,
including a brokerage fee payable to Koll in an approximate  amount of $247,631.
On December 10,  1996,  the  Partnership  and  Glenborough  executed a letter of
intent  setting forth an agreement in principle on the terms and conditions of a
sale. On December 12, 1996, the  Partnership  informed  Limited  Partners that a
letter of intent had been executed with  Glenborough and again  recommending the
rejection of the Everest Offer.  The Everest Offer expired on December 17, 1996,
and,  Limited  Partners sold 369.75 Units or 0.94% of the  outstanding  Units to
Everest.

     On January 10, 1997,  the  Partnership  and an  affiliate  of  Glenborough,
Glenborough  Properties,  L.P.  ("Glenborough  LP")  entered  into the  Purchase
Agreement.  Under  the  terms of the  Purchase  Agreement,  Glenborough  LP will
purchase all of the real estate assets of the  Partnership  (Lake Point I,II,III
Service Center,  Woodlands Plaza II Office Building, and the Partnership's joint
venture  interest in the Westford  Corporate  Center) for an aggregate  purchase
price of $14,554,000 (the "Sale").

     Under the Purchase  Agreement,  the  consummation of the Sale is subject to
the satisfaction of the following  conditions:  (i) the approval of the Sale and
the  Liquidation by the Board of Directors of the General  Partner and the Board
of Directors of the general  partner of CIR, (ii) the requisite  approval by the
Partnership's  Unitholders  and the  unitholders of CIR, (iii) the  simultaneous
consummation  of the purchase by  Glenborough  LP of the CIR real estate assets,
(iv)  Glenborough  LP's  satisfactory  review of real  estate  surveys and title
reports,  (v) the issuance to  Glenborough  LP by a title  company of an Owner's
Title Insurance Policy for each of the properties,  and (vi) the delivery by the
Partnership, the Venture and CIR to Glenborough LP of appropriate instruments of
conveyance and certain documents relating to the purchased properties.

     The Purchase Agreement contains representations and warranties with respect
to the Partnership and the real estate properties which are generally  customary
in a  transaction  of  this  type.  The  Partnership  has  agreed  to  indemnify
Glenborough LP from and against all costs,  charges and expenses  related to (i)
the ownership,  management and operation of the properties  prior to the closing
date,  and (ii) the breach of any of the  representations  and warranties of the
Partnership contained in the Purchase Agreement.  In order for Glenborough LP to
receive  indemnification  for  breach  of  certain  of the  representations  and
warranties of the Partnership, Glenborough LP must make a written claim for such
indemnification  within one year of the  closing.  The General  Partner  will be
solely  responsible  for any  indemnity  obligation  arising  under the Purchase
Agreement relating to the breach of any of the representations and warranties of
the Partnership contained in the Purchase Agreement.

     On  January  24,  1997,  the  Board of  Directors  of the  General  Partner
unanimously  approved  the  Sale to  Glenborough  LP  pursuant  to the  Purchase
Agreement and the  Liquidation,  and directed that the Sale and  liquidation  be
submitted to the Partnership's  Unitholders for consent with the  recommendation
that Unitholders  consent. The principal factors taken into consideration by the
Board in approving the Sale and liquidation and in recommending that Unitholders
consent  thereto was that the Board concluded that the purchase price was a fair
price to the  Partnership  and that it was an optimal  time frame to sell all of
the Partnership's properties.

     The Board  concluded  it was a fair  price  based on a number  of  factors.
First,  the purchase price was arrived at by arm's length  negotiations,  during
the course of which Glenborough LP agreed to increase the price from $13,000,000
for all of the Partnership's  assets and liabilities to $14,554,000 for only the
Partnership's  real estate assets (the  Partnership's  non-real  estate  assets,
including  accounts  receivable and cash and cash  equivalents on hand,  will be
liquidated and the proceeds distributed to Unitholders).  Second, in addition to
paying  the  increased  purchase  price,  Glenborough  LP agreed  to pay  Koll's
brokerage fee of approximately  $247,631 and to assume all closing costs, except
for the  Partnership's  legal fees and expenses which are estimated at a maximum
amount of $33,000.  Third, because Glenborough LP's obligation to purchase under
the Purchase  Agreement is subject to fewer  conditions  than is often the case,
the General Partner  believes that it is far less likely that the Sale would not
be consummated than is often the case. For example, the Sale is not subject

                                       13

<PAGE>



to conditions such as an environmental review of the properties,  or the ability
of Glenborough LP to obtain satisfactory  financing.  Fourth, the purchase price
represents a high  percentage of market value (as  determined by CII).  Finally,
the sale of all of the Partnership's  properties at one time reduces transaction
costs and administrative  expenses, as well as future market risks. Although the
sale of all of the  Partnership's  properties  at one time  reduces  transaction
costs, it is possible that if the properties  were sold on an individual  basis,
the Partnership could realize a higher or lower return.

         The timing of the Sale is advantageous,  the Board  concluded,  because
(i) the markets in which the  Partnership's  properties  operate have  recovered
substantially   from  the  bottom  of  the  cycle  which  occurred  after  their
acquisition by the Partnership,  (ii) all of the  Partnership's  properties have
relatively stable operations, (iii) real estate capital markets are active, (iv)
Woodlands  Plaza Office  Building and Lake Point I, II, III Service  Center have
relatively low leasing risk with major tenant rollover scheduled in 3 to 5 years
and the  Partnership had previously  identified  both of these  properties for a
possible sale in 1997, (v) if the Westford  Corporate Center is not sold at this
time,  such  property  would most likely have to be held by the Westford  Office
Venture  until after 1999 or 2000 at which time new leases for this property are
expected  to be  obtained,  and  (vi)  the  sale  of all  of  the  Partnership's
properties  is  within  the  original  projected  ownership  time-frame  of  the
Partnership.

     Based on the terms of the Purchase Agreement,  the date of the closing will
occur on the 5th calendar day after the  Partnership  receives  consent from the
Partnership's Unitholders and CIR's unitholders,  respectively, for the Sale and
subsequent  Partnership  liquidation.  On March 25, 1997, the Partnership sent a
Consent  Solicitation  Statement  to  Unitholders  of  record as of the close of
business on March 3, 1997, in connection with the  solicitation of consents (the
"Solicitation") to (i) the proposed sale of all of the real estate assets of the
Partnership to Glenborough LP pursuant to the Purchase  Agreement,  and (ii) the
dissolution  and  liquidation of the  Partnership  thereafter.  The Sale must be
approved  by at least a  majority  of the  issued  and  outstanding  Units.  The
Solicitation  expires April 15, 1997,  unless extended by the General Partner in
its sole discretion. If the Partnership fails to receive the requisite consents,
then the Partnership will continue with its present  objective of maximizing the
return to Unitholders by actively  managing and operating its properties  over a
short holding period. In that event, the  Partnership's  properties will be sold
individually as previously planned.

     Any remaining  accounts  receivable and accounts payable of the Partnership
after the Sale will be transferred to the General Partner for an amount equal to
the face value of such  accounts  receivable  less the  amount of such  accounts
payable being assumed by the General Partner. The General Partner estimates that
the net proceeds  from the Sale (after  deduction  of estimated  expenses of the
Sale in a  maximum  amount  of  $33,000)  when  added to the net  cash  from the
transfer of the remaining  assets of the Partnership to the General Partner will
be approximately  $15,100,000 or an average amount of $386 per Unit. The General
Partner estimates that the Partnership  liquidation,  including the distribution
of the net  proceeds of the Sale along with the net cash value of the  remaining
assets of the  Partnership to the  Unitholders,  will be completed  within sixty
days after the consummation of the Sale.

     The actual  amount  distributed  per Unit may vary from one  Unitholder  to
another depending on the original  admission date of the Limited Partner's Unit.
The  date  of  admission  to  the  Partnership  may  cause  the  actual  amounts
distributed  per  Unit to  vary  among  Unitholders.  During  the  Partnership's
offering  period Limited  Partners were admitted to the Partnership on a monthly
basis and during  this  period,  cash  distribution  amounts and income and loss
allocations  were  applied  to  limited   partner's  capital  accounts  monthly,
beginning in the month of admission.  In general,  the earlier a Limited Partner
was admitted to the Partnership, the more cash distributions the Limited Partner
would have  received and the lower a Limited  Partner  current  capital  account
balance  will be. The  liquidating  distribution  will vary  based  upon  ending
capital account balances.  For Units with the earliest possible  admission date,
the minimum amount of the distribution has been estimated at approximately $368,
whereas for Units with the latest possible  admission date, the distribution has
been estimated to be approximately $419.

     The  Partnership  estimates that the Sale of the  Partnership's  properties
will result in a tax loss of  approximately  $3,600,000  to the  Partnership  or
approximately  $91 of tax loss per $1,000  Unit.  The Sale,  if  achieved,  will
result in a gain of approximately  $1,100,000 to the Partnership under generally
accepted accounting principles.


                                       14

<PAGE>



Results of Operations

Results - 1996 Compared with 1995

     Partnership  net operating  income (total  revenue less property  operating
expenses,  general and  administrative  expenses and fees and  reimbursements to
affiliates  and  exclusive  of the  Partnership's  share of the joint  venture),
decreased in 1996 to approximately $1,237,000 versus approximately $1,407,000 in
1995.

     Net  operating  income  decreased  $91,000  as a result of the sales of the
remaining  buildings  of  Westside  Industrials.  Buildings  #3,  4 and 5,  100%
occupied during 1995, were sold on December 26, 1995. Building #6, vacant during
1995, was sold on April 27, 1995.

     Woodlands Plaza's net operating income decreased by approximately  $107,000
in 1996  compared  with 1995  because  of  $230,000  of lease  termination  fees
collected in 1995.  Exclusive of lease  termination  fees, net operating  income
increased due to an increase in occupancy.

     At Lake Point,  net operating  income  increased  approximately  $26,000 in
1996.  Rental income  increased due to the timing of tenant  occupancies in 1996
compared  with 1995 and the  renewal of a tenant in the  fourth  quarter of 1995
with a higher base rental rate.  The renewal was based on a "full service" rate,
which generally means that the tenant pays a higher base rent but has no expense
reimbursement  requirement.  Cleaning and utility expenses increased as a result
of the "full service" lease. In addition,  Lake Point experienced an increase in
the provision for doubtful accounts due to a problem tenant.

     The remaining change in net operating income from 1995 to 1996 represents a
decrease  in  Partnership  management  fees and  interest  income  offset  by an
increase in legal  costs.  Management  fees  decreased  as a result of a drop in
adjusted cash from operations.  Legal and mailing costs were incurred in 1996 in
response to a tender offer.  Interest  income  decreased  due to lower  interest
rates.

     Rental income decreased  approximately $199,000 for the year ended December
31,  1996,  as  compared  with  1995,  as a result of the sale of the  remaining
buildings of Westside  Industrials in 1995. Rental income decreased at Woodlands
Plaza by  approximately  $110,000,  primarily  as a result of  $230,000 of lease
termination  fees collected in 1995.  Exclusive of the lease  termination  fees,
rental  income  increased  at Woodlands  Plaza due to an increase in  occupancy.
Rental  income  increased  $85,000 at Lake Point due to the timing of new tenant
occupancies in 1996 compared with 1995 and the renewal of a tenant in the fourth
quarter of 1995 with new  terms,  including  a higher  base  rental  rate and no
expense reimbursement requirement.

     Other income  decreased  approximately  $29,000 for the year ended December
31,  1996,  as  compared  with  1995,   after  deducting  the  $24,000  decrease
attributable to the sale of the remaining Westside  Industrials  buildings.  The
decrease  was  primarily  the result of lower  expense  charge-back  billings at
Woodlands Plaza due to lower property tax expense.

     Interest income decreased for the year ended December 31, 1996, as compared
with 1995,  primarily due to a lower average cash balance and a slight  decrease
in  interest  rates.  For a portion of 1995,  the cash  balance  included  funds
received  from  the sale of  Westside  building  #6 and  Woodlands  Plaza  lease
termination fees.

     Property  operating expenses  increased  approximately  $7,000 for the year
ended December 31, 1996, as compared with 1995,  after  considering the $103,000
decrease related to the sale of the remaining  Westside  Industrials  buildings.
Cleaning and janitorial expenses and utility expense increased at Lake Point due
to a  change  in a  tenant's  lease  upon  renewal  to a  "full  service"  lease
(effective  November 1, 1995),  and at Woodlands Plaza due to higher  occupancy.
Offsetting the expense  increases were  decreases in Woodland  Plaza's  expenses
for: (a) property tax expense due to a lower  assessment,  (b)  maintenance  and
repairs  as a  result  of  nonrecurring  painting  projects  in  1995,  and  (c)
management fees (1995 included fees earned on lease  termination  fees collected
in 1995).


                                       15

<PAGE>



     General and administrative expense increased  approximately $43,000 for the
year ended  December 31, 1996,  as compared  with 1995,  after  considering  the
Westside Industrials' decrease of $30,000. Legal and mailing costs were incurred
in 1996 in  response  to a tender  offer.  Lake  Point  had an  increase  in the
provision for doubtful  accounts because of a tenant that vacated its space. The
tenant subsequently assigned the space to one of its affiliate companies without
the Partnership's  permission.  The Partnership  determined that the replacement
tenant was not  appropriate  for the center  and the  tenant  was  requested  to
surrender the space and compensate the  Partnership for past due rent as well as
damages to the  building.  The  provision  was  established  due to the  unknown
current  standing of the tenant or its  affiliate.  Offsetting  a portion of the
increase at Lake Point was a decrease in the  provision at Woodlands  Plaza as a
result of a recovery of a previously reserved receivable.

     The decrease in fees and  reimbursements  to affiliates  for the year ended
December 31, 1996, as compared with 1995, was primarily due to a decrease in the
partnership  management  fee  as a  result  of a  drop  in  adjusted  cash  from
operations.  Adjusted  cash from  operations  was  impacted by a higher level of
capital improvements and leasing costs in 1996, as well as the lease termination
fees  received in 1995. In addition,  asset  management  fees  decreased as 1995
included fees relating to Westside Industrials.

     Depreciation and amortization decreased approximately $125,000 for the year
ended December 31, 1996, as compared with 1995,  excluding the $41,000  decrease
relating to Westside  Industrials.  The  decrease  was  primarily  the result of
accelerated  depreciation  and  amortization  of assets  associated with vacated
tenants at Woodlands  Plaza in 1995.  Partially  offsetting  the decrease was an
increase in  amortization at Lake Point due to leasing  commissions  incurred in
the fourth quarter of 1995 and throughout 1996.

     The  gains on sale of  property  in 1995 were the  result  of the  Westside
Industrials  sales of building #6 in April 1995 and  buildings  #3, #4 and #5 in
December 1995.

     The net income from joint venture  operations  decreased for the year ended
December 31, 1996,  as compared with 1995.  Revenue  declined as the result of a
lower base rental rate for the  replacement  tenant of a tenant that  vacated in
December 1995. In 1996, an adjustment was made that reduced other income because
the actual  recovery of  operating  expenses and taxes from tenants for 1995 was
lower than estimated.  Property  operating  expenses in 1996 increased due to an
increase in snow removal costs, as a result of an extreme winter,  and costs for
an HVAC project.  In addition,  a landscaping  project  capitalized  in 1995 was
reclassed to an expense account in 1996.

Results - 1995 Compared with 1994

     Partnership net operating  income,  (total revenue less property  operating
expenses,  general and  administrative  expenses and fees and  reimbursements to
affiliates  and  exclusive  of the  Partnership's  share of the joint  venture),
increased in 1995 to approximately $1,407,000 versus approximately $1,024,000 in
1994.

     At Lake Point,  net operating income  increased  approximately  $150,000 in
1995.  The  increase  was  primarily  attributable  to a rise in  rental  income
resulting from new leasing activity.

     Woodlands  Plaza's net operating  income increased in 1995 by approximately
$338,000  over  1994,  due to a rise in rental  income  from  extensive  leasing
activity in the latter half of 1994,  and  $230,000  of lease  termination  fees
collected in 1995.

     At Westside  Industrials,  net operating income was lower in 1995 than 1994
by  approximately  $66,000.  Revenues  declined  in 1995  because of the sale of
buildings  #1 and #2 in April 1994 and the loss of three  unreplaced  tenants in
the second half of 1994 occupying 12,600 square feet. In addition, 1994 revenues
included the residual of a 1993 lease termination fee. Offsetting the decline in
revenue was a reduction in property  operating  expenses because of the property
sale and because of the nonrecurring  exterior painting and landscaping projects
completed in 1994.

     A majority of the balance of the change in net  operating  income from 1994
to 1995 represents Partnership management

                                       16

<PAGE>



fees and  interest  income.  Management  fees are  based on  adjusted  cash from
operations, which increased in 1995.

     Rental  income  increased  by  approximately  $360,000  for the year  ended
December 31, 1995, as compared  with 1994, as a result of the tenant  changes at
each of the  Partnership's  properties.  Rental  income at  Woodlands  increased
approximately  $348,000  for the year due to  revenues  generated  by  extensive
leasing  activity at the property during 1994 and three lease  termination  fees
totaling  $230,000  received during 1995. At Westside,  rental income  decreased
approximately  $104,000 due to the sale of buildings #1 and #2 in April 1994 and
the loss of unreplaced  tenants  occupying 12,600 square feet in the latter half
of 1994. In addition,  Westside's  1994 revenue  included the residual of a 1993
lease  termination  fee.  Rental  income at Lake Point  increased  approximately
$116,000  for the year due to an  increase  in  scheduled  rent  resulting  from
leasing activity.

     The  increase in other  income for the year ended  December  31,  1995,  as
compared with 1994, was primarily the result of expense charge-back  billings to
the new tenants at Lake Point as allowed by the negotiated lease terms.

     The increase in interest  income for the year ended  December 31, 1995,  as
compared  with 1994,  was the result of an increase  in interest  rates on short
term investments combined with higher average cash balances.

     Property operating expenses decreased for the year ended December 31, 1995,
as  compared  with  1994,  as a result  of the  partial  sales of  Westside.  In
addition,  Westside incurred  nonrecurring repairs and maintenance costs in 1994
due to exterior  painting  and  landscaping  projects.  An increase in operating
expenses at Woodlands was primarily due to property management fees (earned as a
percentage of revenues) coupled with expenses for one-time maintenance and space
planning  projects.  In addition,  Woodland's  incurred  additional  utility and
janitorial expenses due to a higher level of occupancy. Woodlands recorded lower
property tax  expenses as a result of a successful  property tax appeal in 1995.
Property  operating  expenses  increased  slightly at Lake Point due to property
management fees (earned as a percentage of revenues).

     The increase in fees and  reimbursements  to affiliates  for the year ended
December  31,  1995,  as  compared  to  1994,  was  primarily  due to  increased
partnership  management  fees as a result of an increase  in adjusted  cash from
operations.

     Depreciation  and  amortization  increased for the year ended  December 31,
1995,  as compared  with 1994,  due primarily to  accelerated  depreciation  and
amortization  of assets  associated  with vacated  tenants at Woodlands and as a
result of new  tenant  improvements  at Lake  Point.  Partially  offsetting  the
increase was a decrease in depreciation and amortization expense at Westside due
to the sale of buildings #1 and #2 in April 1994 and building #6 in April 1995.

     The gains on sale were the result of the  Westside  sales of building #6 in
April 1995 and buildings #3, #4 and #5 in December  1995.  The sale of buildings
#1 and #2 occurred in April 1994.

     The joint venture operations improved for the year ended December 31, 1995,
as  compared  with 1994,  due to a tenant's  expansions  in the second and third
quarters of 1994.

Inflation

     With  inflation at a low rate during 1996,  1995,  and 1994,  the effect of
inflation and changing  prices on current revenue and income from operations has
been minimal.

     Any significant inflation in future periods may increase rental rates (from
leases to new tenants or renewals  of leases to  existing  tenants)  assuming no
major changes in market  conditions.  At the same time, it is  anticipated  that
property  operating  expenses  will be  similarly  affected.  Assuming  no major
changes in occupancy  levels,  increases in rental  income are expected to cover
inflation  driven  increases  in the cost of  operating  the  properties  and in
property taxes.

     Inflation may also contribute to capital  appreciation of the Partnership's
investment  properties  over a period  of time as rental  rates and  replacement
costs of properties increase.


                                       17

<PAGE>



     The recapture and escalation clauses that exist on certain of the leases at
each of the  Partnership's  properties  offer the  Partnership  some  protection
against inflation. Escalation clauses offset the increases in operating expenses
under  inflation.  As operating  expenses  increase due to inflation so will the
escalation  revenues due to the Partnership,  offsetting,  at least in part, the
increase in total  expenses.  The recapture  provisions  protect the Partnership
from  rising  costs  of  common  area  maintenance  as well as taxes  and  other
operating  expenses by passing these increases through,  at least partially,  to
the lessees.


                                       18

<PAGE>

<TABLE>
<CAPTION>

Item 8.  Financial Statements and Supplementary Data

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                 (a Connecticut limited partnership)

                                                                INDEX
                                                                                                                           PAGE
<S>                                                                                                                        <C> 
Report of Independent Accountants                                                                                           20
Financial Statements:
     Balance Sheets, December 31, 1996 and 1995                                                                             21
     Statements of Operations, For the Years Ended December 31, 1996, 1995 and 1994                                         22
     Statements of Partners' Capital (Deficit), For the Years Ended December 31, 1996, 1995 and 1994                        23
     Statements of Cash Flows, For the Years Ended December 31, 1996, 1995 and 1994                                         24
     Notes to Financial Statements                                                                                          25

Schedules:
     III - Real Estate and Accumulated Depreciation, December 31, 1996                                                      31


Schedules not filed:
     All schedules  other than those indicated in the index have been omitted as
the required  information is inapplicable or the information is presented in the
financial statements or related notes.

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                       Unconsolidated Venture

                                                       Westford Office Venture

                                                                INDEX
                                                                                                                           PAGE

Report of Independent Accountants                                                                                           33
Financial Statements:
     Balance Sheets, December 31, 1996 and 1995                                                                             34
     Statements of Operations, For the Years Ended December 31, 1996, 1995 and 1994                                         35
     Statements of Partners' Capital, For the Years Ended December 31, 1996, 1995 and 1994                                  36
     Statements of Cash Flows, For the Years Ended December 31, 1996, 1995 and 1994                                         37
     Notes to Financial Statements                                                                                          38

Schedules:
     III - Real Estate and Accumulated Depreciation, December 31, 1996                                                      41


Schedules not filed:
     All schedules  other than those indicated in the index have been omitted as
the required  information is inapplicable or the information is presented in the
financial statements or related notes.


                                                                 19
</TABLE>
<PAGE>



                        Report of Independent Accountants


To the Partners of
 Connecticut General Equity Properties-I
 Limited Partnership

In our  opinion,  the  financial  statements  listed in the  accompanying  index
present fairly, in all material respects,  the financial position of Connecticut
General Equity  Properties-I  Limited Partnership at December 31, 1996 and 1995,
and the results of its operations and its cash flows for each of the three years
in the period ended  December 31, 1996, in conformity  with  generally  accepted
accounting principles.  These financial statements are the responsibility of the
Partnership's  management;  our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in accordance  with  generally  accepted  auditing  standards  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for the opinion expressed above.

As discussed in Notes 1 and 4, on March 25, 1997, the Partnership sent a Consent
Solicitation  Statement to the Limited  Partners for approval of the sale of all
real  estate  assets of the  Partnership,  and the  subsequent  dissolution  and
liquidation of the Partnership.


Price Waterhouse LLP
Hartford, Connecticut
March 27, 1997


                                       20

<PAGE>

<TABLE>
<CAPTION>
                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                 (a Connecticut limited partnership)

                                                           Balance Sheets

                                                     December 31, 1996 and 1995


                                                               ASSETS                   1996                       1995
<S>                                                                               <C>                       <C>      
Property and improvements, at cost:
     Land and improvements                                                        $     2,533,388           $     2,533,388
     Buildings                                                                         11,983,616                11,904,091
     Tenant improvements                                                                3,258,274                 2,872,782
                                                                                  ---------------           ---------------
                                                                                       17,775,278                17,310,261
     Less accumulated depreciation                                                      7,362,741                 6,783,301
                                                                                  ---------------           ---------------
              Net property and improvements                                            10,412,537                10,526,960

Equity investment in unconsolidated joint venture                                       2,794,009                 2,679,392
Cash and cash equivalents                                                                 595,103                 2,052,475
Accounts receivable (net of allowance of $27,143 in 1996
 and $6,535 in 1995)                                                                       49,788                   107,677
Other assets                                                                               12,093                    27,971
Deferred charges, net                                                                     503,416                   384,586
                                                                                  ---------------           ---------------
              Total                                                               $    14,366,946           $    15,779,061
                                                                                  ===============           ===============

                                             LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
     Accounts payable and accrued expenses (including $44,611
       in 1996 and $32,837 in 1995 due to affiliates)                             $       185,114           $       161,220
     Tenant security deposits                                                              66,859                    86,457
     Unearned income                                                                       48,897                    61,649
                                                                                  ---------------           ---------------
              Total liabilities                                                           300,870                   309,326
                                                                                  ---------------           ---------------

Partners' capital (deficit):
     General Partner:
         Capital contributions                                                              1,000                     1,000
         Cumulative net income                                                            172,095                   165,478
         Cumulative cash distributions                                                   (174,149)                 (167,140)
                                                                                  ---------------           ---------------
                                                                                           (1,054)                     (662)
                                                                                  ---------------           ---------------
     Limited partners (39,236.25 Units):
         Capital contributions, net of offering costs                                  35,602,279                35,602,279
         Cumulative net income                                                          4,355,610                 3,700,536
         Cumulative cash distributions                                                (25,890,759)              (23,832,418)
                                                                                  ---------------           ---------------
                                                                                       14,067,130                15,470,397
                                                                                  ---------------           ---------------
              Total partners' capital                                                  14,066,076                15,469,735
                                                                                  ---------------           ---------------
              Total                                                               $    14,366,946           $    15,779,061
                                                                                  ===============           ===============



                             The Notes to Financial  Statements  are an integral part of these statements.

                                                                 21
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                 (a Connecticut limited partnership)

                                                      Statements of Operations

                                        For the Years Ended December 31, 1996, 1995 and 1994



                                                                                  1996                1995                  1994
                                                                                  ----                ----                  ----
<S>                                                                          <C>                 <C>                <C>   
Income:
     Base rental income                                                      $   2,211,208       $   2,435,302      $    2,075,169
     Other operating income                                                        203,892             257,244             209,731
     Interest income                                                                41,054              69,277              53,150
                                                                             -------------       -------------      --------------
                                                                                 2,456,154           2,761,823           2,338,050
                                                                             -------------       -------------      --------------
Expenses:
     Property operating expenses                                                   867,608             964,050             981,864
     General and administrative                                                    154,928             142,119             151,281
     Fees and reimbursements to affiliates                                         196,670             249,135             181,076
     Depreciation and amortization                                                 689,874             856,048             769,621
     Loss due to impairment of assets                                                   --                  --             835,000
                                                                             -------------       -------------      --------------
                                                                                 1,909,080           2,211,352           2,918,842
                                                                             -------------       -------------      --------------

         Net partnership operating income (loss)                                   547,074             550,471            (580,792)

Other income:
     Gain on sale of property                                                           --             464,957             245,873
     Equity interest in joint venture net income                                   114,617             157,968             102,427
                                                                             -------------       -------------      --------------

         Net income (loss)                                                   $     661,691       $   1,173,396      $     (232,492)
                                                                             =============       =============      ==============


Net income (loss):
     General Partner                                                         $       6,617       $      22,266      $       45,368
     Limited partners                                                              655,074           1,151,130            (277,860)
                                                                             -------------       -------------      --------------
                                                                             $     661,691       $   1,173,396      $     (232,492)
                                                                             =============       =============      ==============

Net income (loss) per Unit                                                   $       16.70       $       29.34      $        (7.08)
                                                                             =============       =============      ==============

Cash distributions per Unit                                                  $       52.48       $       31.88      $        48.19
                                                                             =============       =============      ==============










                             The Notes to Financial  Statements  are an integral part of these statements.

                                                                 22
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                 (a Connecticut limited partnership)

                                              Statements of Partners' Capital (Deficit)

                                        For the Years Ended December 31, 1996, 1995 and 1994


                                                                  General                 Limited
                                                                  PARTNER                PARTNERS                  TOTAL
<S>                                                         <C>                      <C>                     <C>    
Balance (deficit) at December 31, 1993                      $     (49,524)           $   17,738,934          $   17,689,410

Cash distributions                                                 (8,337)               (1,890,972)             (1,899,309)

Net income (loss)                                                  45,368                  (277,860)               (232,492)
                                                            -------------            --------------          --------------

Balance (deficit) at December 31, 1994                            (12,493)               15,570,102              15,557,609

Cash distributions                                                (10,435)               (1,250,835)             (1,261,270)

Net income                                                         22,266                 1,151,130               1,173,396
                                                            -------------            --------------          --------------

Balance (deficit) at December 31, 1995                               (662)               15,470,397              15,469,735

Cash distributions                                                 (7,009)               (2,058,341)             (2,065,350)

Net income                                                          6,617                   655,074                 661,691
                                                            -------------            --------------          --------------

Balance (deficit) at December 31, 1996                      $      (1,054)           $   14,067,130          $   14,066,076
                                                            =============            ==============          ==============





















                             The Notes to Financial  Statements  are an integral part of these statements.

                                                                 23
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                 (a Connecticut limited partnership)

                                                      Statements of Cash Flows

                                        For the Years Ended December 31, 1996, 1995 and 1994


                                                                           1996                    1995                     1994
                                                                           ----                    ----                     ----
<S>                                                               <C>                     <C>                       <C>    
Cash flows from operating activities:
     Net income (loss)                                            $        661,691        $      1,173,396          $     (232,492)
     Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
       Loss due to impairment of assets                                         --                      --                 835,000
       Gain on sale of property                                                 --                (464,957)               (245,873)
       Deferred rent credits                                                15,297                  50,990                  43,252
       Depreciation and amortization                                       689,874                 856,048                 769,621
       Equity interest in joint venture net income                        (114,617)               (157,968)               (102,427)
       Accounts receivable                                                  57,889                 (10,328)                 38,272
       Accounts payable and accrued expenses                                26,461                 (18,216)                (66,507)
       Other, net                                                          (16,472)                 88,662                 (35,936)
                                                                  ----------------        ----------------          --------------
         Net cash provided by operating activities                       1,320,123               1,517,627               1,002,910
                                                                  ----------------        ----------------          --------------

Cash flows from investing activities:
     Purchases of property and improvements                               (466,821)               (283,499)               (412,099)
     Payment of leasing commissions                                       (244,561)               (265,056)                (79,587)
     Proceeds from sale of property                                             --               1,540,400               1,115,100
     Payment of closing costs related to sale of property                       --                 (85,544)                (53,100)
     Distribution from joint venture partnership                                --                 521,600                      --
                                                                  ----------------        ----------------          --------------
         Net cash provided by (used in) investing activities              (711,382)              1,427,901                 570,314
                                                                  ----------------        ----------------         ---------------

Cash flows from financing activities:
     Cash distributions to limited partners                             (2,059,104)             (1,250,633)             (1,890,735)
     Cash distributions to General Partner                                  (7,009)                (10,435)                 (8,337)
                                                                  ----------------        ----------------          --------------
         Net cash used in financing activities                          (2,066,113)             (1,261,068)             (1,899,072)
                                                                  ----------------        ----------------          --------------

Net increase (decrease) in cash and cash equivalents                    (1,457,372)              1,684,460                (325,848)
Cash and cash equivalents, beginning of year                             2,052,475                 368,015                 693,863
                                                                  ----------------        ----------------          --------------
Cash and cash equivalents, end of year                            $        595,103        $      2,052,475          $      368,015
                                                                  ================        ================          ==============

Supplemental disclosure of non-cash information:
     Accrued purchase of property and improvements                $        --             $          1,804          $       43,019
                                                                  ================        ================          ==============









                             The Notes to Financial  Statements  are an integral part of these statements.

                                                                 24
</TABLE>
<PAGE>



           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                       (a Connecticut limited partnership)

                          Notes to Financial Statements




1.   Organization

     Connecticut   General  Equity   Properties-I   Limited   Partnership   (the
"Partnership"),  a Connecticut  limited  partnership,  was organized in November
1983 to own and operate  commercial  real  estate.  The  general  partner of the
Partnership is Connecticut  General Realty  Resources,  Inc.-Third (the "General
Partner").  On March 25,  1997,  the  Partnership  sent a  Consent  Solicitation
Statement  to the Limited  Partners  for approval of the sale of all real estate
assets of the Partnership, and the subsequent dissolution and liquidation of the
Partnership.

2.   Summary of Significant Accounting Policies

a)   Basis of  Presentation:  The  financial  statements  have been  prepared in
     conformity  with  generally  accepted  accounting  principles,  and reflect
     management's  estimates and assumptions  that affect the reported  amounts.
     Actual results could differ from those estimates.

b)   Recent  Accounting   Pronouncement:   In  1995,  the  Financial  Accounting
     Standards Board issued Statement of Financial Accounting Standards No. 121,
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to be  Disposed  of" (the  "Statement").  The  Statement  requires a
     writedown  to fair  value  when  long-lived  assets to be held and used are
     impaired.  Long-lived  assets to be disposed of, including real estate held
     for sale,  must be carried at the lower of cost or fair value less costs to
     sell. Depreciation of assets to be disposed of is prohibited. On January 1,
     1996, the Partnership adopted  the Statement  which  had no  impact  on the
     Partnership's results of operations, liquidity and financial condition.

c)   Financial   Instruments:   Financial  instruments  subject  to  fair  value
     disclosure  requirements are carried in the financial statements at amounts
     that approximate fair value.

d)   Property  and  Improvements:  Property and  improvements  were held for the
     production  of income  at  December  31,  1995 and were held for sale as of
     December 31, 1996.  Property and  improvements  held for the  production of
     income are carried at depreciated  cost less any write-downs to fair value.
     The cost represents the initial  purchase price and subsequent  capitalized
     costs and adjustments, including certain acquisition expenses. Depreciation
     on property and  improvements  is  calculated on the  straight-line  method
     based on the  estimated  useful lives of the real property (15 to 39 years)
     and tenant improvements (respective lease terms). Property and improvements
     held for sale are  carried at the lower of depreciated cost or fair value
     less costs to sell and are not depreciated.

e)   Equity Investment in Unconsolidated Joint Venture: The Partnership uses the
     equity  method of  accounting  with respect to its interest in the Westford
     Office  Venture  (the  "Venture"),  a  joint  venture  partnership  with an
     affiliated limited partnership.

f)   Cash and Cash Equivalents:  Short-term investments with a maturity of three
     months  or less at the time of  purchase  are  generally  reported  as cash
     equivalents.

g)   Other  Assets:  Other assets  include an  insurance  claim for a compressor
     failure at Woodlands  Plaza at December  31, 1996 and a  receivable  from a
     tenant at Lake  Point for  reimbursement  of  tenant  improvement  costs at
     December 31, 1995.


                                       25

<PAGE>


           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                       (a Connecticut limited partnership)

                    Notes to Financial Statements - Continued



h)   Deferred  Charges:  Deferred  charges  consist of leasing  commissions  and
     rental  concessions,  which are  being  amortized  using the  straight-line
     method over the respective lease terms.

i)   Partners' Capital:  Offering costs comprised of sales commissions and other
     issuance  expenses have been charged to the partners'  capital  accounts as
     incurred.

j)   Income Taxes:  No provision for income taxes has been made as the liability
     for such taxes is that of the partners rather than the Partnership.

3.   Federal Income Tax Reporting

     The principal  differences between generally accepted accounting principles
and tax  reporting  is  classification  of  syndication  costs,  differences  in
depreciation methods and impairment losses. The net effect of the adjustments as
of December 31, 1996, 1995 and 1994, are summarized as follows:
<TABLE>
<CAPTION>
                                                 1996                             1995                             1994
                                      ---------------------------      ---------------------------     ----------------------------

                                      Financial           Tax          Financial           Tax          Financial           Tax
                                      REPORTING        REPORTING       REPORTING        REPORTING       REPORTING       REPORTING
     <S>                           <C>             <C>             <C>              <C>             <C>              <C>      
     Total assets                  $   14,366,946  $   22,800,520  $    15,779,061  $   24,096,319  $    15,886,403  $   24,728,396
     Partners' capital (deficit):
         General Partner                   (1,054)        (27,383)            (662)        (28,026)         (12,493)        (24,632)
         Limited partners              14,067,130      22,575,981       15,470,397      23,876,718       15,570,102      24,430,553
     Net income (loss) (a):
         General Partner                    6,617           7,652           22,266           7,041           45,368           4,438
         Limited partners                 655,074         757,604        1,151,130         697,000         (277,860)        439,328
     Net income (loss) per Unit (a):        16.70           19.53            29.34           17.76            (7.08)          11.20

</TABLE>
(a)  Included in 1995 is a gain on sale of property  of  $464,957  ($449,775  or
     $11.46 per Unit to limited partners) for financial reporting purposes and a
     loss of $328,484  ($8.29 per Unit) for tax  reporting.  Included in 1994 is
     $835,000 of loss due to impairment of assets for financial  reporting  only
     ($21.07 per Unit) and a gain on sale of property of $245,873  ($195,721  or
     $4.99 per Unit to limited  partners) for financial  reporting and a loss of
     $80,448 ($2.03 per Unit) for tax reporting.

4.   Investment Properties

     At December 31,  1996,  the  Partnership  owned two  commercial  properties
directly  and a 26.08%  interest  in  another  through a joint  venture  with an
affiliated  partnership  as follows:  Woodlands  Plaza II Office  Building,  St.
Louis,  Missouri,  Lake Point I, II, III Service  Center,  Orlando,  Florida and
Westford  Corporate  Center,  Westford,  Massachusetts.  Leases  in  effect  are
generally for a term of three to ten years. No mortgage debt was incurred in the
purchase of the Partnership's  properties.  The properties were held for sale at
December 31, 1996.

     On January 11, 1990, the Partnership sold the Courtyard Shopping Center for
$6,445,363. The carrying value of the center at the time of sale was $5,666,874.
After deducting  closing costs of $233,808,  the Partnership  recorded a gain on
the sale of $544,681.

     On April 15,  1994,  the  Partnership  sold  buildings  #1 and #2 (totaling
42,480 square feet) of Westside Industrials for $1,115,100.  The net proceeds to
the Partnership were $1,062,000 after deducting closing costs. The two buildings
had a  carrying  value  of  $816,127  and  the  Partnership  recorded  a gain of
$245,873. On April 27, 1995, the Partnership sold

                                       26

<PAGE>


           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                       (a Connecticut limited partnership)

                    Notes to Financial Statements - Continued



building #6 (totaling  12,600  square feet) for a gross sales price of $365,400.
The carrying value of the property was $257,629.  After deducting  closing costs
of $24,372,  the Partnership  recorded a gain of $83,399.  On December 26, 1995,
the Partnership  sold the remaining three  buildings,  #3, #4 and #5 for a gross
sales price of $1,175,000.  The net proceeds to the Partnership were $1,110,590.
The buildings had a carrying  value of $729,032 and the  Partnership  recorded a
gain of $381,558.

     With  respect to the  Partnership's  accounting  policy for  impairment  of
assets, the Partnership  recognized impairment of asset losses in 1994 and 1992.
In 1994, the Partnership  recorded impairments of $600,000 and $235,000 relative
to Woodlands Plaza and Westside,  respectively. In 1994, the impairment loss for
Westside was the result of an anticipated  decline in estimated future cash flow
resulting from budgeted  increases in capital  expenditures and leasing costs to
cure current and future  vacancies.  For Woodlands Plaza, the estimated  holding
period  of the  property  was  shortened.  In  1992,  the  Partnership  recorded
impairments of $1,100,000 and $700,000 relative to Woodlands Plaza and Westside,
respectively.  Additionally,  in 1992, the Partnership recorded an impairment of
asset loss relative to its joint venture  interest in Westford  Corporate Center
of $991,040.

     On  December  10,  1996,  the  Partnership  and  Glenborough  Realty  Trust
Incorporated  ("Glenborough")  executed  a letter  of  intent  setting  forth an
agreement  in  principle  on the  terms and  conditions  of a sale of all of the
Partnership  property and  improvements  (Lake Point Service  Center,  Woodlands
Plaza Office  Building,  and the  Partnership's  joint  venture  interest in the
Westford  Corporate Center) for an aggregate  purchase price of $14,554,000.  On
January  10,  1997,  the  Partnership  and  the  Glenborough  Properties,   L.P.
("Glenborough  LP"), an affiliate of  Glenborough,  entered into an Agreement of
Purchase  and Sale  (the  "Purchase  Agreement")  incorporating  the  terms  and
conditions of the letter of intent.

     Based on the terms of the Purchase Agreement,  the date of the closing will
occur on the 5th calendar day after the  Partnership  receives  consent from the
Partnership's  Limited Partners for the sale of the  Partnership's  property and
improvements  and  subsequent  Partnership  liquidation.  On March 25, 1997, the
Partnership  sent a Consent  Solicitation  Statement  to Limited  Partners.  The
Partnership  has fixed  March 3, 1997 as the  record  date for  determining  the
Unitholders  entitled  to notice of and to  consent  to the sale,  the  Purchase
Agreement and the liquidation.  The sale must be approved by at least a majority
of the issued and outstanding Units. The Consent Solicitation  Statement expires
April 15, 1997.

     The  Partnership  has estimated  that the net proceeds from the sale of the
Partnership's  property and improvements  (after deduction of estimated expenses
of  approximately  $33,000)  when added to the net cash from the transfer of the
remaining assets of the Partnership to the General Partner will be approximately
$15,100,000 or an average amount of $386 per Unit. The Partnership has estimated
that the  liquidation  will be  completed  within  sixty  days after the sale is
completed.

5.   Venture Agreement

     The Partnership has a 26.08% interest in the Westford Office Venture, which
owns the Westford Corporate Center, an office and research/development facility.
The general partner of the  Partnership's  joint venture partner is an affiliate
of the General Partner.



                                       27

<PAGE>


           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                       (a Connecticut limited partnership)

                    Notes to Financial Statements - Continued



     Summary financial information for the Venture as of and for the years ended
December 31, 1996, 1995 and 1994 follows:

                                  1996               1995                1994
                                  ----               ----                ----

     Total assets          $   11,712,625     $   11,280,276      $  12,671,892
     Total liabilities            744,867            751,999            749,320

     Total income               1,843,202          1,911,290          1,686,829
     Net income                   439,481            605,705            392,741

     Pursuant  to  the  Joint  Venture  Agreement,  net  income  or  loss,  cash
distributions  from operations,  net income and distributable cash from the sale
or  disposition  of the property  are  generally  allocated to the  venturers in
accordance with their percentage capital contributions. Percentage interests are
subject  to change in the  future if any  additional  contributions  made by the
venturers  to the  Venture  are  disproportionate  to their  present  percentage
interests.

     The Venture paid a distribution  to the venturers of $2,000,000 in 1995, of
which the Partnership's  share was $521,600.  No distributions  were made by the
Venture in 1996 or 1994.

6.   Deferred Charges

     Deferred charges at December 31, 1996 and 1995 consist of the following:

                                         1996                       1995
                                         ----                       ----

     Deferred leasing commissions     $  1,232,949              $    988,388
     Accumulated amortization             (738,628)                 (628,194)
                                      ------------              ------------
                                           494,321                   360,194
     Deferred rent credits                   9,095                    24,392
                                      ------------              ------------
                                      $    503,416              $    384,586
                                      ============              ============

7.   Leases

     All of the properties  have leases  currently in effect which are accounted
for as operating leases.  The majority have terms which range from three to five
years.  Following  is a schedule of minimum  annual  future  rentals  based upon
non-cancelable  leases  currently in effect,  excluding  tenant renewal  options
(does not include leases relative to the Partnership's  interest in the Westford
Office Venture).

         Year ending December 31:

              1997                             $   2,160,578
              1998                                 2,026,548
              1999                                 1,611,146
              2000                                 1,261,262
              2001                                   807,674
              Thereafter                           3,185,111

                                       28

<PAGE>


           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                       (a Connecticut limited partnership)

                    Notes to Financial Statements - Continued



     Certain of the leases contain provisions whereby tenants pay their pro rata
share of any increases in common area maintenance,  taxes and operating expenses
over base period amounts.  Pursuant to such provisions,  the Partnership  earned
$195,505 in 1996,  $244,671  in 1995 and  $202,036  in 1994.  These  amounts are
included as other income in the Statement of Operations.

     Generally,  a portion of the net leasable area for  commercial  real estate
properties is occupied by significant  tenants  (occupying 10 percent or more of
net  leasable  area).  Significant  tenant  information  for  the  Partnership's
investment properties,  including the property owned through a joint venture, is
as follows:  Woodlands Plaza - three tenants occupy 50% of net leasable area and
account for 54% of gross rental revenue;  Lake Point - two tenants occupy 44% of
net leasable  area and account for 52% of gross rental  revenue;  Westford - two
tenants  occupy  100% of the net  leasable  area and  account  for 100% of gross
rental revenue.  Any loss of a significant  tenant could have a material adverse
effect on the  Partnership's  results of  operations.  Although  an  uncertainty
exists  relative  to the  replacement  of a tenant upon early  termination,  the
revenue effect of an early  termination  of a significant  tenant is tempered by
the potential for  termination  fees, and is therefore not likely to be material
to the Partnership's liquidity or financial condition.

8.   Transactions with Affiliates

     Fees and other expenses incurred by the Partnership  related to the General
Partner or its affiliates  during the periods ended December 31, 1996,  1995 and
1994 are:

                                       1996             1995             1994
                                       ----             ----             ----

 Partnership management fee(a)    $     80,107     $    124,050    $     80,512
 Property management fees(b)(c)         47,044           55,633          45,019
 Printing                               17,626           13,504          11,407
 Reimbursement (at cost) for
  out of pocket expenses                51,893           55,948          44,138
                                  ------------     ------------    ------------
                                  $    196,670     $    249,135    $    181,076
                                  ============     ============    ============

(a)  Includes management fees attributable to the Partnership's  26.08% interest
     in the Westford Office Venture.

(b)  Does not include property management fees earned by independent  management
     companies  of  $98,900,  $112,749  and  $95,063  for  1996,  1995 and 1994,
     respectively.  Certain property management services have been contracted by
     an affiliate of the General  Partner on behalf of the  Partnership  and are
     paid directly by the Partnership to the third party companies.

(c)  Does not include management fees earned by an affiliate of $14,002, $14,577
     and  $13,210  attributable  to the  Partnership's  26.08%  interest  in the
     Westford  Office  Venture for the years ended  December 31, 1996,  1995 and
     1994, respectively.

9.   Partners' Capital

     During 1991, the State of Connecticut  enacted  income tax  legislation,  a
part of which affected  partnerships.  The portfolio income  allocations made by
the Partnership to the limited partners are considered  Connecticut based income
and are subject to Connecticut  tax. The  Partnership had elected to pay the tax
due on the limited partners' share of portfolio

                                       29

<PAGE>


           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                       (a Connecticut limited partnership)

                    Notes to Financial Statements - Continued



income in 1995 and,  therefore,  paid tax due of $763  directly  to the State of
Connecticut  in April 1996 for the 1995 Form CT-G  Connecticut  Group Income Tax
Return. This amount was treated as a reduction of partners' capital and reported
as a distribution in 1995.

10.   Partnership Agreement

      Pursuant to the terms of the Partnership Agreement, net income or loss and
cash distributions  from operations,  as well as any net losses arising from the
sale or  disposition  of  investment  properties  are to be  allocated 1% to the
General  Partner  and  99% to  the  Limited  Partners.  Cash  distributions  are
allocated to the Partners  following  the receipt by an affiliate of the General
Partner  of  a  partnership   management  fee  of  9%  of  "Adjusted  Cash  From
Operations," as defined in the Partnership Agreement.

      Distributable  cash from the sale or disposition of investment  properties
is to be generally allocated in the following order:

      o  To the  Limited  Partners up to the amount of their  Original  Invested
         Capital;

      o  To the  Limited  Partners  in an  amount  which,  when  added  to prior
         distributions from operations,  equals a 10% cumulative  non-compounded
         return on their Adjusted Invested Capital;

      o  To an affiliate of the General  Partner as a  Subordinated  Disposition
         Fee; and

      o  With respect to the remainder,  85% to the Limited  Partners and 15% to
         the General Partner.

      Net income from the sale or disposition of investment  properties is to be
generally allocated as follows:

      o  To each Partner having a deficit  balance in his capital account in the
         same ratio as such deficit  balance  bears to the  aggregate of deficit
         balances of all Partners;

      o  To the  Partners  in an  amount  equal to that  distributed  to them in
         respect of such sale or disposition; and

      o  With respect to the  remainder,  99% to the Limited  Partners and 1% to
         the General Partner.

11.   Subsequent Events

      On March 10, 1997, the Partnership paid a cash distribution of $262,492 to
the limited partners and $3,199 to the General Partner.

                                       30

<PAGE>

<TABLE>
<CAPTION>

                                                                                                                        SCHEDULE III

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                 (a Connecticut limited partnership)

                                              Real Estate and Accumulated Depreciation

                                                          December 31, 1996



                                                                                          Costs
                                                                                  Capitalized Subsequent
                                       Initial Cost to Partnership (A)(B)           to Acquisition (C)

                                     Land and Land                                  Land, Building and
          Description                 Improvements              Buildings              Improvements

<S>                                  <C>                       <C>                <C>        
Woodlands Plaza II                     $ 1,252,294              $ 6,436,730               $  12,691
Office Building
St Louis, MO

Lake Point I, II, III                    1,413,971                6,615,761               2,043,831
Service Center
Orlando, FL
                                -------------------------------------------------------------------------
Totals                                 $ 2,666,265             $ 13,052,491              $2,056,522
                                =========================================================================


</TABLE>

<TABLE>
<CAPTION>
                                         Gross Amount at Which Carried at Close of Period (E)(F)

                                   Land and Land      Building and
          Description              Improvements       Improvements    Tenant Improvements      Total

<S>                                <C>               <C>              <C>                  <C>            
Woodlands Plaza II                   $ 980,294        $ 5,442,087        $ 1,279,334        $ 7,701,715
Office Building
St Louis, MO

Lake Point I, II, III                1,553,094          6,541,529          1,978,940         10,073,563
Service Center
Orlando, FL
                                   ---------------------------------------------------------------------
Totals                             $ 2,533,388       $ 11,983,616         $3,258,274       $ 17,775,278
                                   =====================================================================

</TABLE>

                                                                 31

<PAGE>

<TABLE>
<CAPTION>

                                                                                                                        SCHEDULE III

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                 (a Connecticut limited partnership)

                                        Real Estate and Accumulated Depreciation (continued)

                                                          December 31, 1996


                                                                                                   Life on Which
                                                                                               Depreciation in Latest
                                Accumulated              Date of                               Statement of Operations
        Description           Depreciation (G)         Construction          Date Acquired          is Computed

<S>                           <C>                      <C>                   <C>               <C>          
Woodlands Plaza II               $ 3,483,723               1983                10/15/84              2-39 years
Office Building
St Louis, MO

Lake Point I, II, III              3,879,018               1985                07/31/86              2-39 years
Service Center
Orlando, FL
                               --------------
Totals                           $ 7,362,741
                               ==============
</TABLE>

(A)  The cost to the  Partnership  represents the initial  purchase price of the
     properties  including certain acquisition fees and expenses.  In accordance
     with the  Partnership  Agreement,  all  properties  were  acquired  without
     incurring any mortgage debt.

(B)  The  Partnership  received  $475,617  and  $1,294,910  from the  sellers of
     Woodlands  Plaza II and Lake Point I, II, III,  respectively,  under master
     lease agreements,  which were treated as a reduction of initial cost to the
     Partnership.

(C)  Included in Costs  Capitalized  Subsequent to Acquisition are impairment of
     assets losses for Woodlands Plaza II in the amount of $600,000 for 1994 and
     $1,100,000 for 1992.

(D)  Includes  the  sale of two of the six  buildings  at  Westside  Industrials
     during 1994 and the sale of the remaining  four  buildings in 1995.

(E)  The  aggregate  cost of the real  estate  owned at  December  31,  1996 for
     federal income tax purposes is $20,464,732.

(F) Reconciliation of real estate owned:

<TABLE>
<CAPTION>

         Description                        1996                   1995                  1994
<S>                                    <C>                    <C>                   <C>             
Balance at beginning of period         $ 17,310,261           $ 18,692,756          $ 20,221,872

Additions during period                     465,017                242,284               423,118

Reductions during period (C)(D)                  --             (1,624,779)           (1,952,234)
                                       ----------------------------------------------------------
Balance at end of period               $ 17,775,278           $ 17,310,261          $ 18,692,756
                                       ==========================================================

(G) Reconciliation of accumulated depreciation:


         Description                        1996                   1995                  1994

Balance at beginning of period          $ 6,783,301            $ 6,686,953           $ 6,296,738

Additions during period                     579,440                736,049               692,861

Reductions during period (D)                     --               (639,701)             (302,646)
                                        ---------------------------------------------------------
Balance at end of period                $ 7,362,741            $ 6,783,301            $6,686,953
                                        =========================================================


                                                                 32
</TABLE>
<PAGE>



                        Report of Independent Accountants


To the Partners of
 Connecticut General Equity Properties-I
 Limited Partnership


In our opinion,  the financial  statements listed in the accompanying index (see
page 19) present fairly,  in all material  respects,  the financial  position of
Westford  Office Venture (the  "Venture") at December 31, 1996 and 1995, and the
results of its  operations and its cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.   These  financial   statements  are  the   responsibility   of  the
Partnership's  management;  our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in accordance  with  generally  accepted  auditing  standards  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for the opinion expressed above.

As  discussed in Notes 1 and 3, on March 25, 1997,  Connecticut  General  Equity
Properties-I  Limited  Partnership and CIGNA Income Realty-I Limited Partnership
sent Consent  Solicitation  Statements to their respective Limited Partners for
approval of the sale of all real estate assets of those Partnerships,  including
the Venture, and the subsequent dissolution and liquidation of the Venture.


Price Waterhouse LLP
Hartford, Connecticut
March 27, 1997

                                       33

<PAGE>

<TABLE>
<CAPTION>
                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                       Unconsolidated Venture

                                                       Westford Office Venture

                                                           Balance Sheets

                                                     December 31, 1996 and 1995

                                                               ASSETS                     1996                      1995
<S>                                                                                <C>                       <C>      
Property and improvements, at cost:
     Land and improvements                                                         $    2,526,235            $    2,546,078
     Buildings                                                                         10,716,382                10,716,382
     Tenant improvements                                                                1,492,102                 1,492,102
                                                                                   --------------            --------------
                                                                                       14,734,719                14,754,562
     Less accumulated depreciation                                                      5,237,109                 4,726,178
                                                                                   --------------            --------------
              Net property and improvements                                             9,497,610                10,028,384

Cash and cash equivalents                                                               2,050,244                 1,055,936
Accounts receivable                                                                        27,553                       608
Other assets                                                                                2,600                     2,600
Deferred charges, net                                                                     134,618                   192,748
                                                                                   --------------            --------------
              Total                                                                $   11,712,625            $   11,280,276
                                                                                   ==============            ==============

                                                  LIABILITIES AND PARTNERS' CAPITAL


Liabilities:
     Accounts payable and accrued expenses (including $8,959
       in 1996 and $8,731 in 1995 due to affiliates)                               $       20,195            $       27,327
     Deferred acquisition fees payable to affiliate                                       724,672                   724,672
                                                                                   --------------            --------------
              Total liabilities                                                           744,867                   751,999
                                                                                   --------------            --------------

Partners' capital:
     CGEP:
         Capital contributions                                                          4,718,527                 4,718,527
         Cumulative cash distributions                                                 (2,347,200)               (2,347,200)
         Cumulative net income                                                            422,682                   308,065
                                                                                   --------------            --------------
                                                                                        2,794,009                 2,679,392
                                                                                   --------------            --------------
     CIR:
         Capital contributions                                                         13,439,197                13,439,197
         Cumulative cash distributions                                                 (6,652,800)               (6,652,800)
         Cumulative net income                                                          1,387,352                 1,062,488
                                                                                   --------------            --------------
                                                                                        8,173,749                 7,848,885
                                                                                   --------------            --------------
              Total partners' capital                                                  10,967,758                10,528,277
                                                                                   --------------            --------------
              Total                                                                $   11,712,625            $   11,280,276
                                                                                   ==============            ==============




                             The Notes to Financial  Statements  are an integral part of these statements.

                                                                 34
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                       Unconsolidated Venture

                                                       Westford Office Venture

                                                      Statements of Operations

                                        For the Years Ended December 31, 1996, 1995 and 1994

                                                                           1996                    1995                     1994
                                                                           ----                    ----                     ----
<S>                                                                  <C>                     <C>                    <C>      
Income:
     Base rental income                                              $   1,425,303           $   1,481,811          $    1,342,969
     Other income                                                          349,728                 376,258                 288,888
     Interest income                                                        68,171                  53,221                  54,972
                                                                     -------------           -------------          --------------
                                                                         1,843,202               1,911,290               1,686,829
                                                                     -------------           -------------          --------------

Expenses:
     Property operating expenses                                           711,027                 597,935                 633,601
     General and administrative                                             67,926                  75,097                  57,198
     Fees and reimbursements to affiliates                                  53,688                  55,895                  50,651
     Depreciation and amortization                                         571,080                 576,658                 552,638
                                                                     -------------           -------------          --------------
                                                                         1,403,721               1,305,585               1,294,088
                                                                     -------------           -------------          --------------

         Net income                                                  $     439,481           $     605,705          $      392,741
                                                                     =============           =============          ==============


Net income:
     CGEP                                                            $     114,617           $     157,968          $      102,427

     CIR                                                                   324,864                 447,737                 290,314
                                                                     -------------           -------------          --------------
                                                                     $     439,481           $     605,705          $      392,741
                                                                     =============           =============          ==============



















                             The Notes to Financial  Statements  are an integral part of these statements.

                                                                 35
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                       Unconsolidated Venture

                                                       Westford Office Venture

                                                   Statements of Partners' Capital

                                        For the Years Ended December 31, 1996, 1995 and 1994


                                                                CGEP                          CIR                    TOTAL
<S>                                                         <C>                      <C>                     <C>   
Balance at December 31, 1993                                $   2,940,597            $    8,589,234          $   11,529,831

Net income                                                        102,427                   290,314                 392,741
                                                            -------------            --------------          --------------

Balance at December 31, 1994                                    3,043,024                 8,879,548              11,922,572

Net income                                                        157,968                   447,737                 605,705

Cash distributions                                               (521,600)               (1,478,400)             (2,000,000)
                                                            -------------            --------------          --------------

Balance at December 31, 1995                                    2,679,392                 7,848,885              10,528,277

Net income                                                        114,617                   324,864                 439,481
                                                            -------------            --------------          --------------

Balance at December 31, 1996                                $   2,794,009            $    8,173,749          $   10,967,758
                                                            =============            ==============          ==============
























                             The Notes to Financial  Statements  are an integral part of these statements.

                                                                 36
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                       Unconsolidated Venture

                                                       Westford Office Venture

                                                      Statements of Cash Flows

                                        For the Years Ended December 31, 1996, 1995 and 1994


                                                                           1996                    1995                     1994
                                                                           ----                    ----                     ----
<S>                                                                  <C>                     <C>                     <C>     
Cash flows from operating activities:
     Net income                                                      $     439,481           $     605,705           $     392,741
     Adjustments to reconcile net income to
      net cash provided by operating activities:
         Depreciation and amortization                                     571,080                 576,658                 552,638
         Accounts receivable                                               (26,945)                    277                 117,497
         Accounts payable and accrued expenses                              (7,132)                  2,679                 (33,616)
         Other, net                                                         19,843                  13,801                 (13,463)
                                                                     -------------           -------------           -------------
              Net cash provided by operating activities                    996,327               1,199,120               1,015,797
                                                                     -------------           -------------           -------------

Cash flows from investing activities:
     Purchases of property and improvements                                     --                 (44,203)               (248,005)
     Payment of leasing commissions                                         (2,019)                     --                 (39,758)
                                                                     -------------           -------------           -------------
              Net cash used in investing activities                         (2,019)                (44,203)               (287,763)
                                                                     -------------           -------------           -------------

Cash flows from financing activities:
     Cash distribution to venture partners                                      --              (2,000,000)                     --
                                                                     -------------           -------------           -------------
              Net cash used in financing activities                             --              (2,000,000)                     --
                                                                     -------------           -------------           -------------

Net increase (decrease) in cash and cash equivalents                       994,308                (845,083)                728,034
Cash and cash equivalents, beginning of year                             1,055,936               1,901,019               1,172,985
                                                                     -------------           -------------           -------------
Cash and cash equivalents, end of year                               $   2,050,244           $   1,055,936           $   1,901,019
                                                                     =============           =============           =============

















                             The Notes to Financial  Statements  are an integral part of these statements.

                                                                 37
</TABLE>
<PAGE>



           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                             Unconsolidated Venture

                             Westford Office Venture

                          Notes to Financial Statements


1.   Organization

     Westford Office Venture (the  "Venture") is a joint venture  partnership in
which Connecticut General Equity Properties-I  Limited Partnership ("CGEP") owns
a 26.08%  interest.  The  remaining  73.92%  interest  is held by  CIGNA  Income
Realty-I Limited  Partnership  ("CIR"), an affiliated limited  partnership.  The
Venture   owns   and   operates   a   commercial   property,   an   office   and
research/development facility located in Westford,  Massachusetts.  On March 25,
1997, CGEP and CIR sent Consent Solicitation  Statements to the their respective
limited  partners for the approval of the sale of all real estate  assets of the
Venture, and the subsequent dissolution and liquidation of the Venture.

2.   Summary of Significant Accounting Policies

a)   Basis of  Presentation:  The  financial  statements  have been  prepared in
     conformity  with  generally  accepted  accounting  principles,  and reflect
     management's  estimates and assumptions  that affect the reported  amounts.
     Actual results could differ from those estimates.

b)   Recent  Accounting   Pronouncement:   In  1995,  the  Financial  Accounting
     Standards Board issued Statement of Financial Accounting Standards No. 121,
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to be  Disposed  of" (the  "Statement").  The  Statement  requires a
     writedown  to fair  value  when  long-lived  assets to be held and used are
     impaired.  Long-lived  assets to be disposed of, including real estate held
     for sale,  must be carried at the lower of cost or fair value less costs to
     sell. Depreciation of assets to be disposed of is prohibited. On January 1,
     1996,  the  Venture  adopted  the  Statement  which  had no  impact  on the
     Venture's results of operations, liquidity and financial condition.

c)   Financial   Instruments:   Financial  instruments  subject  to  fair  value
     disclosure  requirements are carried in the financial statements at amounts
     that approximate fair value.

d)   Property  and  Improvements:  Property and  improvements  were held for the
     production  of  income  at  December  31,  1995 and  were  held for sale at
     December 31, 1996.  Property and  improvements  held for the  production of
     income are carried at depreciated  cost less any write-downs to fair value.
     The cost represents the initial  purchase price and subsequent  capitalized
     costs and adjustments, including certain acquisition expenses. Depreciation
     on property and  improvements  is  calculated on the  straight-line  method
     based on the  estimated  useful lives of the real property (15 to 39 years)
     and tenant improvements (respective lease terms). Property and improvements
     held for sale are  carried at the lower of depreciated cost or fair value
     less costs to sell and are not depreciated.

e)   Cash and Cash Equivalents:  Short-term investments with a maturity of three
     months  or less at the time of  purchase  are  generally  reported  as cash
     equivalents.

f)   Deferred  Charges:  Deferred  charges  consist of leasing  costs  which are
     amortized using the straight-line method over the respective lease terms.

g)   Income Taxes:  No provision for income taxes has been made as the liability
     for such taxes is that of the limited partners of the partnership  involved
     in the Venture.



                                       38

<PAGE>



           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                             Unconsolidated Venture

                             Westford Office Venture

                    Notes to Financial Statements - Continued

3.   Investment Property

     The  Venture  purchased  Westford  Corporate  Center  located in  Westford,
Massachusetts,  without  incurring any long-term debt. The property was held for
sale at December 31, 1996.

     The Venture  recognized  an  impairment of asset loss in 1992 of $3,800,000
principally due to a reduction in the estimated holding period.

     On December 10, 1996, the Venture and Glenborough Realty Trust Incorporated
("Glenborough")  executed  a letter  of intent  setting  forth an  agreement  in
principle on the terms and  conditions of a sale of the  Venture's  property and
improvements  for a purchase  price of  $10,211,625.  On January 10,  1997,  the
Venture and the Glenborough Properties, L.P. ("Glenborough LP"), an affiliate of
Glenborough,  entered  into an  Agreement  of Purchase  and Sale (the  "Purchase
Agreement") incorporating the terms and conditions of the letter of intent.

     Based on the terms of the Purchase Agreement,  the date of the closing will
occur on the 5th  calendar  day after CGEP and CIR  receive  consent  from their
respective  limited  partners  for  the  sale  of  the  Venture's  property  and
improvements and subsequent Venture liquidation. On March 25, 1997, CGEP and CIR
sent Consent Solicitation  Statements to their respective limited partners. CGEP
and CIR have  fixed  March  3,  1997 as the  record  date  for  determining  the
Unitholders  entitled  to notice of and to  consent  to the sale,  the  Purchase
Agreement and the liquidation.  The sale must be approved by at least a majority
of the issued and  outstanding  Units of CGEP and CIR. The Consent  Solicitation
Statement expires April 15, 1997.

4.   Deferred Charges

     Deferred charges at December 31, 1996 and 1995 consist of the following:

                                        1996                  1995
                                        ----                  ----

     Deferred leasing costs        $   443,562            $  441,543
     Accumulated amortization         (308,944)             (248,795)
                                   -----------            ----------
                                   $   134,618            $  192,748
                                   ===========            ==========

5.   Leases

     The property is leased under  leases which are  accounted  for as operating
leases,  having  remaining lease terms of less than three years.  Following is a
schedule of minimum annual future rentals based upon  non-cancelable  commercial
leases currently in effect, excluding tenant renewal options:

     Year ending December 31:

                           1997                         $1,425,303
                           1998                          1,425,303
                           1999                            356,326
                           2000 and Thereafter                  --


                                       39

<PAGE>


           CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                             Unconsolidated Venture

                             Westford Office Venture

                    Notes to Financial Statements - Continued


     Leases generally  include  provisions for tenants to pay pro rata shares of
increases in operating expenses over base period amounts.  During 1996, 1995 and
1994 the Venture earned  $349,728,  $376,258 and $288,888,  respectively,  under
such provisions.  These amounts are included in other income on the Statement of
Operations.

     Generally,  a portion of the net leasable area for  commercial  real estate
properties is occupied by significant  tenants  (occupying 10 percent or more of
net leasable area).  Significant tenant information for the Venture's investment
property is as follows:  Two tenants  occupy 100% of the net  leasable  area and
account for 100% of gross rental revenue. Any loss of a significant tenant could
have a material adverse effect on the Venture's results of operations.  Although
an  uncertainty  exists  relative  to the  replacement  of a tenant  upon  early
termination,  the revenue effect of an early termination of a significant tenant
is tempered by the potential for  termination  fees, and is therefore not likely
to be material to the Venture's liquidity or financial condition.

6.   Transactions with Affiliates

     An affiliate of the  venturers  provided  investment  property  acquisition
services in 1986.  Fees for such services  totaled  approximately  $1,000,000 in
1986 of which $724,672 will be payable from sales proceeds.

     During 1996,  1995 and 1994,  an  affiliate of the general  partners of the
venturers provided property management services at Westford Corporate Center for
fees  totaling  $53,688,  $55,895 and $50,651,  respectively.  In addition,  the
affiliate   contracted  for  on-site  property   management   services  with  an
unaffiliated  third party company on behalf of the Venture.  For the years ended
1996, 1995 and 1994, $53,688,  $52,957 and $50,646 of fees were paid directly by
the Venture to an unaffiliated on-site property manager.

7.   Joint Venture Agreement

     Pursuant to the Joint Venture Agreement,  results of operations,  including
net income or loss and cash  distributions,  shall generally be allocated to the
venturers in  proportion to their  percentage  capital  contributions.  However,
certain  acquisition-related  expenses  incurred  by  each  venture  partner  in
acquiring its interest in the Venture have been recorded in the Venture's books.
The related  expense or  depreciation  of such amounts has been allocated to the
respective venture partner who incurred the expense.

     Net income and distributable  cash from the sale or disposition of property
shall be allocated in the following order:

     o   To the venturers  having negative  capital account balances pro rata in
         proportion to their negative capital accounts; and

     o   To the  venturers in an amount  necessary  so that the capital  account
         balances of the venturers  shall be in  proportion to their  respective
         percentage interests.

                                       40

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                        SCHEDULE III
                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I LIMITED PARTNERSHIP
                                                      (Unconsolidated Venture)

                                                       Westford Office Venture

                                              Real Estate and Accumulated Depreciation

                                                          December 31, 1996



                                                  Initial Cost                   Costs Capitalized Subsequent
                                                to Venture (A)(B)                   to Acquisition (C)(E)

                                     Land and Land                                   Land, Building and
          Description                Improvements              Buildings               Improvements

<S>                                  <C>                       <C>                <C>               
Westford Corporate Center             $3,223,875               $13,759,689              $ (2,248,845)
Westford, MA

</TABLE>



<TABLE>
<CAPTION>
                                          Gross Amount at Which Carried at Close of Period (D)(F)

                                   Land and Land      Building and
          Description              Improvements       Improvements    Tenant Improvements       Total

<S>                                <C>                <C>              <C>                 <C>           
Westford Corporate Center          $ 2,526,235        $ 10,716,382       $ 1,492,102        $ 14,734,719
Westford, MA

</TABLE>


<TABLE>
<CAPTION>
                                                                                            Life on Which
                                                                                           Depreciation in
                                                                                         Latest Statement of
                                   Accumulated           Date of                            Operations is
          Description            Depreciation (G)     Construction       Date Acquired        Computed

<S>                              <C>                  <C>                <C>              <C>                
Westford Corporate Center         $ 5,237,109             1986             09/11/86          2-39 years
Westford, MA

</TABLE>

(A)  The  cost to the  Venture  represents  the  initial  purchase  price of the
     properties  including certain acquisition fees and expenses.  In accordance
     with the  Joint  Venture  Agreement,  the  property  was  acquired  without
     incurring any mortgage debt.

(B)  The Venture  received  $245,531 under a Master Lease  Agreement,  which was
     treated as a reduction  of initial  cost to Venture. 

(C)  Included in Costs Capitalized Subsequent to Acquisition is an impairment of
     assets loss in the amount of $3,800,000.

(D)  The  aggregate  cost of the real  estate  owned at  December  31,  1996 for
     federal income tax purposes is $18,534,720.

(E)  A portion of the 1995 capital expenditures was reimbursed by the tenants in
     1996.

(F)  Reconciliation of real estate owned:

<TABLE>
<CAPTION>
         Description                        1996                   1995                  1994
<S>                                    <C>                    <C>                   <C>               
Balance at beginning of period         $ 14,754,562           $ 14,710,359          $ 14,493,579

Additions during period                          --                 44,203               216,780

Reductions during period (E)                (19,843)                    --                    --
                                       ----------------------------------------------------------
Balance at end of period               $ 14,734,719           $ 14,754,562            14,710,359
                                       ==========================================================

(G) Reconciliation of accumulated depreciation:


         Description                        1996                   1995                  1994

Balance at beginning of period         $  4,726,178            $ 4,209,052           $ 3,712,142

Additions during period                     510,931                517,126               496,910
                                       ----------------------------------------------------------
Balance at end of period               $  5,237,109            $ 4,726,178           $ 4,209,052
                                       ==========================================================
</TABLE>
                                       41
<PAGE>

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

     Not Applicable.


                                    PART III

Item 10.
     Directors and Executive Officers of the Registrant

     The  General  Partner  of  the  Partnership,   Connecticut  General  Realty
Resources,  Inc.-Third,  a Delaware  corporation,  is an indirect,  wholly owned
subsidiary  of CIGNA  Corporation,  a publicly held  corporation  whose stock is
traded on the New York Stock Exchange.  The General  Partner has  responsibility
for and control over the affairs of the Partnership.

     The directors and executive  officers of the General Partner as of February
14, 1997 are as follows:

<TABLE>
<CAPTION>
     NAME                                OFFICE                                          SERVED SINCE
     <S>                                 <C>                                             <C>     
     R. Bruce Albro                      Director                                        May 2, 1988

     J. Robert Andrews                   Director                                        April 2, 1990

     David Scheinerman                   Director                                        July 25, 1995

     John D. Carey                       President                                       September 7, 1993

     Verne E. Blodgett                   Vice President, Counsel                         April 2, 1990

     Joseph W. Springman                 Vice President, Assistant Secretary             September 7, 1993

     David C. Kopp                       Secretary                                       September 29, 1989

     Kenneth Garrett                     Treasurer                                       April 26, 1996

     Josephine C. Donofrio               Controller                                      September 23, 1996

</TABLE>
     There is no family  relationship  among any of the  foregoing  directors or
officers.  There are no  arrangements  or  understandings  between or among said
officers  or  directors  and any other  person  pursuant to which any officer or
director was selected as such.

     The foregoing  directors and officers are also officers and/or directors of
various   affiliated   companies  of  Connecticut   General  Realty   Resources,
Inc.-Third,  including CIGNA Financial Partners, Inc. (the parent of Connecticut
General  Realty  Resources,   Inc.-Third),   CIGNA   Investments,   Inc.,  CIGNA
Corporation  (the parent of CIGNA  Investments,  Inc.) and  Connecticut  General
Corporation (the parent of CIGNA Financial Partners, Inc.).


                                       42

<PAGE>



     The business  experience of each of the directors and executive officers of
the General Partner of the Partnership is as follows:


                            R. BRUCE ALBRO - DIRECTOR

     Mr. Albro,  age 54, a Senior Managing  Director of CIM, joined  Connecticut
General's  Investment  Operations in 1971 as an Equities  Securities  Analyst in
Paper,  Forest Products,  Building and Machinery.  Subsequently,  he served as a
Research  Department  Unit Head,  as an  Assistant  Portfolio  Manager,  then as
Director of Equity Research and a member of the senior staff of CIGNA Investment
Management  Company and as a Portfolio Manager in the Fixed Income area. He then
headed the  Marketing  and Merchant  Banking area for CII.  Prior to his current
assignment of Division Head, Portfolio Management Division,  he was an insurance
portfolio  manager,  and  prior  to  that,  he was  responsible  for  Individual
Investment  Product  Marketing.  In  addition,  Mr.  Albro  currently  serves as
President of the CIGNA Funds Group and other CIGNA affiliated  mutual funds. Mr.
Albro  received a Master of Arts  degree in  Economics  from the  University  of
California  at  Berkeley  and a Bachelor of Arts  degree in  Economics  from the
University of Massachusetts at Amherst. He is a Chartered Financial Analyst.

                          J. ROBERT ANDREWS - DIRECTOR

     Mr. Andrews, age 52, is a Managing Director of CIGNA Investment  Management
and is one of seven  Territorial  Managers in the Mortgage  Production  unit. He
joined CIGNA's Real Estate Division in 1983. Prior to his current assignment, he
was the Head of the Real Estate Acquisitions and Dispositions  Department,  Head
of the Tax  Advantaged  Investment  Department;  a Vice  President - Real Estate
Portfolio Manager for Pension Accounts;  one of six Vice President - Territorial
Managers in the Mortgage and Real Estate  Acquisition unit and an Assistant Vice
President in the Real Estate Asset Management unit. Prior to coming to CIGNA, he
was the principal of a real estate  consulting firm specializing in domestic and
international  multi-family residential  construction and development.  Prior to
forming his own business,  Mr. Andrews was an Acquisition  Director and Regional
Director of  Operations  for a publicly  owned  (NYSE)  real estate  development
company.  He received a Bachelor of Arts degree in Architecture  and a Master of
Business  Administration degree in Finance and Real Estate from The Pennsylvania
State University.

                          DAVID SCHEINERMAN - DIRECTOR

     Mr.  Scheinerman,  age 36, was appointed Chief  Financial  Officer of CIGNA
Individual Insurance, a division with more than $94 billion of life insurance in
force,  in July of 1995.  Mr.  Scheinerman  has served in various  actuarial and
business  management  capacities  with  CIGNA.  In  1991 he was  appointed  Vice
President and Pricing Actuary for CIGNA HealthCare. He has more than 13 years of
financial  management  experience and has served as Chief  Financial  Officer of
Crusader  Insurance PLC, a CIGNA  subsidiary life company in the United Kingdom.
Mr.  Scheinerman  holds a BA in Mathematics from Rice University and an MBA from
the University of Pennsylvania Wharton School of Business. He is a fellow of the
Society of Actuaries and a member of the American Academy of Actuaries.


                            JOHN D. CAREY - PRESIDENT

     Mr.  Carey,  age 33, is the  President  of the  General  Partner  and CIGNA
Financial Partners, Inc. (CFP) and manages the Tax Advantaged Investment unit of
CIGNA  Investment  Management-Real  Estate.  Mr. Carey was elected  President in
1993, and from 1990 to 1996, he served as the Controller of the General  Partner
and CFP, primarily responsible for accounting and financial reporting.  Prior to
joining  CIGNA  Investment  Management,  he held the position of manager at KPMG
Peat Marwick in the audit  department  and was a member of the Real Estate Focus
Group.  Mr. Carey is a graduate of Central  Connecticut  State University with a
Bachelor of Science degree and is a Certified Public Accountant.




                                       43

<PAGE>



                   VERNE E. BLODGETT - VICE PRESIDENT, COUNSEL

     Mr. Blodgett, age 59, is an Assistant General Counsel of CIGNA Corporation.
He joined  Connecticut  General Life Insurance  Company in 1975 as an investment
attorney and has held various  positions  in the Legal  Division of  Connecticut
General Life Insurance  Company prior to his  appointment  as Assistant  General
Counsel in 1981.  Mr.  Blodgett  received a Bachelor  of Arts  degree  from Yale
University and graduated  with honors from the University of Connecticut  School
of Law. He is a member of the Connecticut and the American Bar Associations.


            JOSEPH W. SPRINGMAN - VICE PRESIDENT, ASSISTANT SECRETARY

     Mr. Springman, age 55, is Managing Director and department head responsible
for Acquisitions.  He joined CIGNA's Real Estate operations in 1970. He has held
positions as an officer or director of several real estate  affiliates of CIGNA.
His past real estate  assignments  have included  Development  and  Engineering,
Property Management,  Director - Real Estate Operations,  Portfolio  Management,
Vice  President  -  Real  Estate   Production  and  Managing  Director  -  Asset
Management.  He  received  a  Bachelor  of Science  degree  from the U.S.  Naval
Academy.


                            DAVID C. KOPP - SECRETARY

     Mr. Kopp, age 51, is Secretary of CII,  Corporate  Secretary of Connecticut
General Life Insurance Company and Assistant  Corporate  Secretary and Assistant
General  Counsel,  Insurance and  Investment Law of CIGNA  Corporation.  He also
serves as an officer of various  other CIGNA  Companies.  In August of 1995,  he
also assumed responsibility as chief compliance officer for CIGNA HealthCare,  a
division of CIGNA  Corporation.  He joined  Connecticut  General Life  Insurance
Company in 1974 as a commercial real estate attorney and held various  positions
in the Legal Department of Connecticut  General Life Insurance  Company prior to
his  appointment as Corporate  Secretary in 1977. Mr. Kopp is an honors graduate
of Northern  Illinois  University and served on the law review at the University
of Illinois  College of Law. He is a member of the  Connecticut  Bar Association
and is past  President of the Hartford  Chapter,  American  Society of Corporate
Secretaries.


                         KENNETH R. GARRETT - TREASURER

     Kenneth  R.   Garrett,   age  40,  is  Assistant   Vice   President,   Bank
Reconciliation and Services of CIGNA Corporation.  In this capacity he manages a
staff  responsible  for  reconciling  approximately  500 CIGNA  Corporation  and
subsidiaries  bank  accounts,  establishing  and enforcing  signature  authority
limits on checks and drafts,  working and negotiating with banks for paper based
disbursement  services  and  providing  check  and  draft  services  to  CIGNA's
operating divisions. Kenneth joined the Insurance Company of North America (INA)
in 1988.  He has held a number of positions in  insurance,  finance and strategy
with INA and later with the merged CIGNA Corporation before assuming his current
responsibilities. He received a B.A. degree for Delaware State University and an
M.B.A. in finance from Atlanta University.


                       JOSEPHINE C. DONOFRIO - CONTROLLER

     Ms. Donofrio,  age 29, was elected Controller of Tax Advantaged Investments
in 1996. In 1993, Ms. Donofrio joined CIGNA Investment  Management - Real Estate
as a member  of the Tax  Advantaged  Investment  Unit.  Prior to  joining  CIGNA
Investment Management,  Ms. Donofrio was a senior accountant at Kostin, Ruffkess
& Company,  LLC. Her experiences  include financial and tax reporting for public
and private real estate  limited  partnership  syndications.  Ms.  Donofrio is a
graduate of the University of Connecticut with a Bachelor of Science Degree. She
is a Certified  Public  Accountant  and a member of the  Connecticut  Society of
Certified Public Accountants.



                                       44

<PAGE>



Item 11.  Executive Compensation

     Officers  and  directors  of the  General  Partner  receive  no  current or
proposed direct  compensation from the Partnership in such capacities.  However,
certain officers and directors of the General Partner received compensation from
the General  Partner and/or its affiliates  (but not from the  Partnership)  for
services performed for various affiliated  entities,  which may include services
performed for the  Partnership,  but such  compensation  was not material in the
aggregate.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     No person or group is known by the  Partnership  to own  beneficially  more
than 5% of the outstanding Units of interest of the Partnership.

     There exists no  arrangement,  known to the  Partnership,  the operation of
which may at a subsequent date result in a change in control of the Partnership.

     As of February 14, 1997,  the  individual  directors  and the directors and
officers,  as a group, of the General  Partner  beneficially  owned  Partnership
Units and shares of the common stock of CIGNA, parent of the General Partner, as
set forth in the following table:

                                       Units           Shares
                                   Beneficially     Beneficially      Percent of
     NAME                            OWNED(A)         OWNED(B)           CLASS

     R. Bruce Albro (c)                   0              9,192              *
     J. Robert Andrews (d)                0              1,660              *
     David Scheinerman (e)                0              2,153              *

     All directors and officers
     Group (9) (f)                        0             18,873              *

     * Less than 1% of class

(a)  No officer or director of the General Partner  possesses a right to acquire
     beneficial ownership of additional Units of interest of the Partnership.

(b)  The directors and officers have sole voting and  investment  power over all
     the shares of CIGNA common stock they own beneficially.

(c)  Shares  beneficially  owned  includes  options to acquire  6,056 shares and
     1,318 shares which are restricted as to disposition.

(d)  Shares  beneficially owned includes 1,660 shares which are restricted as to
     disposition.

(e)  Shares  beneficially owned includes options to acquire 345 shares and 1,599
     shares which are restricted as to disposition.

(f)  Shares beneficially owned by directors and officers include 7,436 shares of
     CIGNA common stock which may be acquired upon exercise of stock options and
     8,621 shares which are restricted as to disposition.

Item 13.  Certain Relationships and Related Transactions

     The General Partner of the Partnership is generally  entitled to receive 1%
of cash  distributions,  when and as cash  distributions are made to the Limited
Partners,  and is  generally  allocated  1% of profits or  losses.  The  General
Partner  was  entitled to receive  distributable  cash from 1996  operations  of
$7,009.  The General Partner was allocated a share of the Partnership  income in
the amount of $6,617 for 1996.  Reference is also made to the Notes to Financial
Statements   included  in  this  annual  report  for  a   description   of  such
distributions and allocations.  The relationship of the General Partner (and its
directors and officers) to its affiliates is set forth in Item 10.

                                       45

<PAGE>



     CII provided asset management  services to the Partnership  during 1996 for
the Woodlands  Plaza II Office  Building and Lake Point Service  Center for fees
calculated at 6% of gross revenues  collected  from the properties  less amounts
earned by independent third party property  management  companies  contracted by
CII on behalf of the  Partnership.  In 1996,  CII earned asset  management  fees
amounting  to  $47,044  for such  services,  of which  $7,912  was  unpaid as of
December 31, 1996.  Independent  third party property managers earned $98,900 of
management  fees,  of which $7,808 was unpaid as of December 31, 1996.  In 1996,
CII provided asset management  services for the Partnership's  investment in the
Westford Office Venture for fees  calculated at 6% of gross revenues  collected.
CII earned $14,002 for such services.  Independent third party property managers
earned $14,002 of fees relating to Westford.

     CFP provided  partnership  management  services for the Partnership at fees
calculated at 9% of adjusted cash from  operations in any one year. In 1996, CFP
earned  partnership  management fees amounting to $80,107 for such services,  of
which $31,639 was unpaid as of December 31, 1996.

     The General  Partner and its  affiliates may be reimbursed for their direct
expenses incurred in the administration of the Partnership. In 1996, the General
Partner and its affiliates were entitled to reimbursement for such out of pocket
administrative  expenses in the amount of $69,519 of which  $5,060 was unpaid as
of December 31, 1996.

                                     PART IV

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

     (a) 1.   Financial Statements. See Index to Financial Statements in Item 8.

         2.   Financial Statement Schedules

              (a)  Real  Estate  and  Accumulated  Depreciation.  See  Index  to
                   Financial Statements in Item 8.

         3.   Exhibits

              3(a)    Partnership   Agreement,   incorporated  by  reference  to
                      Exhibit A to the Prospectus of  Registrant,  dated January
                      31, 1984, File No. 2-87976.

              3(b)    First Amendment to Partnership  Agreement,  dated March 1,
                      1985,   incorporated  by  reference  to  Exhibit  3(b)  to
                      Registrant's  Annual  Report on Form  10-K for the  fiscal
                      year ended December 31, 1985.

              4       Certificate of Limited Partnership dated November 9, 1983,
                      incorporated  by  reference  to  Exhibit  4 to  Form  S-11
                      Registration  Statement  under the Securities Act of 1933,
                      File No. 2-87976.

              10(a)   Acquisition and Disposition  Services Agreement,  dated as
                      of January 31, 1984,  between  Connecticut  General Equity
                      Properties-I   Limited   Partnership   and  CIGNA  Capital
                      Advisers, Inc., incorporated by reference to Exhibit 10(a)
                      to Registrant's  Annual Report on Form 10-K for the fiscal
                      year ended December 31, 1987.

              (b)     Supervisory  Property  Management  Agreement,  dated as of
                      January  31,  1984,  between  Connecticut  General  Equity
                      Properties-I   Limited   Partnership   and  CIGNA  Capital
                      Advisors, Inc., incorporated by reference to Exhibit 10(b)
                      to Registrant's  Annual Report on Form 10-K for the fiscal
                      year ended December 31, 1987.

              (c)     Agreement concerning Certain Capital Contributions,  dated
                      as of  December  30,  1983,  between  Connecticut  General
                      Management Resources,  Inc. and Connecticut General Realty
                      Resources,   Inc.-Third,   incorporated  by  reference  to
                      Exhibit 10(c) to Registrant's Annual Report on Form 10-K

                                       46

<PAGE>



                      for the fiscal year ended December 31, 1987.

              (d)     Real Estate Purchase Agreement, dated as of July 25, 1984,
                      relating to the  acquisition of Woodlands  Plaza II Office
                      Building,  incorporated  by reference to Exhibit  10(d) to
                      Registrant's  Annual  Report on Form  10-K for the  fiscal
                      year ended December 31, 1985.

              (e)     Bill of Sale  and  Assignment,  dated  October  15,  1984,
                      relating to the  acquisition of Woodlands  Plaza II Office
                      Building,  incorporated  by reference to Exhibit  10(e) to
                      Registrant's  Annual  Report on Form  10-K for the  fiscal
                      year ended December 31, 1985.

              (f)     Assignment and Assumption  Agreement,  dated as of January
                      17,  1985,   relating  to  the  acquisition  of  Interpark
                      Industrial  Park,  incorporated  by  reference  to Exhibit
                      10(f) to  Registrant's  Annual Report on Form 10-K for the
                      fiscal year ended December 31, 1985.

              (g)     Real Estate Purchase  Agreement  between LaSalle  National
                      Bank and Connecticut  General Resources,  Inc.-Third dated
                      May 8, 1985,  relating to the acquisition of the Courtyard
                      Shopping  Center,  incorporated  by  reference  to Exhibit
                      10(g) to  Registrant's  Annual Report on Form 10-K for the
                      fiscal year ended December 31, 1985.

              (h)     Real Estate Purchase  Agreement between  Crow-Vista #2 and
                      Connecticut    General   Equity    Properties-I    Limited
                      Partnership  dated as of July 31,  1986,  relating  to the
                      acquisition  of Lake  Point I, II,  III,  incorporated  by
                      reference to Exhibit  10(b) to Current  Report on Form 8-K
                      dated July 31, 1986.

              (i)     Management  and Leasing  Agreement  between  Trammel  Crow
                      Realty  Associates,  Inc. and  Connecticut  General Equity
                      Properties-I  Limited  Partnership  dated  as of July  31,
                      1986,  relating to Lake Point I, II, III,  incorporated by
                      reference to Exhibit  10(d) to Current  Report on Form 8-K
                      dated July 31, 1986.

              (j)     Joint  Venture  Agreement  between  CIGNA Income  Realty-I
                      Limited   Partnership  and   Connecticut   General  Equity
                      Properties-I  Limited  Partnership dated as of November 1,
                      1986,   relating  to  the   acquisition  of  the  Westford
                      Corporate  Center,  incorporated  by  reference to Exhibit
                      10(k) to  Registrant's  Annual Report on Form 10-K for the
                      fiscal year ended December 31, 1986.

              (k)     Real Estate Purchase Agreement between Robert M. Doyle and
                      Ian S.  Gillespie,  as trustees of Westford  Office Center
                      Trust, and Westford Office Venture,  dated as of September
                      10,  1986,  relating to the  acquisition  of the  Westford
                      Corporate  Center,  incorporated  by  reference to Exhibit
                      10(l) to  Registrant's  Annual Report on Form 10-K for the
                      fiscal year ended December 31, 1986.

              (l)     Management  Agreement  between the Westford Office Venture
                      and Codman Management Co., dated as of September 10, 1986,
                      relating to the Westford Corporate Center, incorporated by
                      reference to Exhibit 10(n) to  Registrant's  Annual Report
                      on Form 10-K for the fiscal year ended December 31, 1986.

              (m)     Real Estate  Purchase  Contract  between  Solman  Brothers
                      Leasing  and  Connecticut   General  Equity   Properties-I
                      Limited   Partnership  dated  as  of  February  22,  1994,
                      relating  to the sale of Westside  Industrial  Buildings 1
                      and 2.

              (n)     Deposit Receipt and Real Estate Purchase  Contract between
                      JACLS  Holding  Company  and/or  Nominee  and  Connecticut
                      General Equity  Properties-I  Limited Partnership dated as
                      of  February  20,  1995,  relating to the sale of Westside
                      Industrial Building #6 closed on April 27, 1995.

              (o)     Deposit Receipt and Real Estate Purchase  Contract between
                      Zimmerman Properties,  Inc. and Connecticut General Equity
                      Properties-I  Limited  Partnership  dated as of  August 2,
                      1995, relating to

                                       47

<PAGE>



                      the sale of Westside  Industrial  Buildings  #3, #4 and #5
                      closed on December 26, 1995.

              (p)     Agreement  of Purchase  and Sale dated  January 10,  1997,
                      between  CIGNA  Income   Realty-I   Limited   Partnership,
                      Connecticut    General   Equity    Properties-I    Limited
                      Partnership,  and Westford Office Venture,  as sellers and
                      Glenborough Properties,  L.P., as purchaser,  incorporated
                      by  reference  to  Annex  1 to  the  Registrant's  Consent
                      Solicitation  Statement on Schedule 14A filed on March 25,
                      1997.

              27      Financial Data Schedules

     (b) No reports on Form 8-K were filed during the last quarter of the fiscal
year.


                                       48

<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.

                                     CONNECTICUT GENERAL EQUITY PROPERTIES-I
                                     LIMITED PARTNERSHIP

                                     By:   Connecticut General Realty Resources,
                                           Inc.-Third, General Partner


Date:  March 28, 1997                By:   /S/   JOHN D. CAREY
                                           -------------------
                                           John D. Carey, President


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the Registrant and
in  the  capacities  (with  respect  to the  General  Partner)  and on the  date
indicated.


     /S/   R. BRUCE ALBRO                       Date:    March 28, 1997
     -----------------------------------
     R. Bruce Albro, Director



     /S/   J. ROBERT ANDREWS                    Date:    March 28, 1997
     -----------------------------------
     J. Robert Andrews, Director



     /S/   DAVID SCHEINERMAN                    Date:    March 28, 1997
     -----------------------------------
     David Scheinerman, Director



     /S/   JOHN D. CAREY                        Date:    March 28, 1997
     -----------------------------------
     John D. Carey, President
     (Principal Executive Officer)



     /S/   KENNETH GARRETT                      Date:    March 28, 1997
     -----------------------------------
     Kenneth Garrett, Treasurer
     (Principal Financial Officer)



     /S/   JOSEPHINE C. DONOFRIO                Date:    March 28, 1997
     -----------------------------------
     Josephine C. Donofrio, Controller
     (Principal Accounting Officer)

                                       49

<PAGE>