<PAGE>1 

     THE PURPOSE OF THIS AMENDMENT IS TO FILE THIS REPORT IN A MANNER WHICH WILL
     CAUSE THE BODY OF THE REPORT TO BE INCLUDED IN THE EDGAR SYSTEM.

     SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C.  20549


     FORM 10-K/A

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

     For the fiscal year ended September 30, 1996 

     Commission file number 0-14308 

     Exact name of registrant as specified in its charter: T. ROWE PRICE REALTY
     INCOME FUND I, A NO-LOAD LIMITED PARTNERSHIP

     State or other jurisdiction of incorporation or organization: Maryland

     I.R.S. Employer Identification Number: 52-1363144 

     Address of principal executive offices: 100 East Pratt Street, Baltimore,
     Maryland 21202


     Registrant's telephone number, including area code: 1-800-638-5660

     Securities registered pursuant to Section 12(b) of the Act: None

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

     Title of Class:  Units of Limited Partnership Interest


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

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


     The aggregate market value of the voting securities held by non-affiliates
     of the registrant is not determinable because there is no established
     public trading market for the Units of Limited Partnership Interest.


     DOCUMENTS INCORPORATED BY REFERENCE.










     <PAGE>2

     Prospectus of the Partnership dated December 7, 1984, File Number 2-93160
     and supplement to the Prospectus dated April 24, 1985 filed with the
     Commission pursuant to Rule 424(c) are incorporated in Parts I, III and IV
     by reference.  Annual Report to Limited Partners of the Partnership for the
     fiscal year ended September 30, 1996 dated November 8, 1996 and filed with
     the Commission as Exhibit 13 is incorporated in Parts II and IV by
     reference.


     Index to Exhibits is located on page 22.





















































     <PAGE>3








     T. ROWE PRICE REALTY INCOME FUND I,
     A NO-LOAD LIMITED PARTNERSHIP


                                        INDEX
                                                                            Page

     PART I.

           Item 1.  Business                                                   4
           Item 2.  Properties                                                10
           Item 3.  Legal Proceedings                                         11
           Item 4.  Submission of Matters to a Vote of Security 
                    Holders                                                   11

     PART II.

           Item 5.  Market for the Partnership's Limited Partnership          11
                       Interests and Related Security Holder Matters   
           Item 6.  Selected Financial Data                                   12
           Item 7.  Management's Discussion and Analysis of Financial         14
                       Condition and Results of Operations
           Item 8.  Financial Statements and Supplementary Data               18
           Item 9.  Changes in and Disagreements with Accountants on          18
                       Accounting and Financial Disclosure

     PART III.

          Item 10.  Directors and Executive Officers of Registrant            18
          Item 11.  Executive Compensation                                    20
          Item 12.  Security Ownership of Certain Beneficial Owners           21
                       and Management
          Item 13.  Certain Relationships and Related Transactions            21

     PART IV.

          Item 14.  Exhibits, Financial Statement Schedules and               22
                       Reports on Form 8-K



















     <PAGE>4

     PART I


     Item 1. Business

     T. Rowe Price Realty Income Fund I, A No-Load Limited Partnership (the
     "Partnership"), was formed on August 31, 1984, under the Maryland Revised
     Uniform Limited Partnership Act for the purpose of acquiring, operating and
     disposing of existing income-producing commercial and industrial real
     estate properties.  On December 7, 1984, the Partnership commenced an
     offering of $100,000,000 of Limited Partnership Units ($1,000 per Unit)
     pursuant to a Registration Statement on Form S-11 under the Securities Act
     of 1933 (Registration No. 2-93160) (the "Registration Statement").  The
     Prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
     (the "Prospectus") as supplemented on April 24, 1985 (the "Supplement")
     sets forth a complete description of the business of the Partnership in the
     sections entitled "Investment Objectives" and "Fund Policies," on pages
     19-29 of the Prospectus which pages are incorporated by reference herein. 
     The Gross Proceeds from the offering, combined with the contribution of
     $10,000 from the Initial Limited Partners totaled $90,622,000.  The
     offering terminated in May 1985, and no additional Units will be sold.  As
     of November 19, 1996 there were 17,730 Limited Partners.  T. Rowe Price
     Realty Income Fund I Management, Inc. (the "General Partner") is the sole
     general partner of the Partnership.

     In December of 1991, LaSalle Advisors Limited Partnership ("LaSalle")
     entered into a contract with the Partnership and the General Partner to
     perform day-to-day management and real estate advisory services for the
     Partnership under the supervision of the General Partner and its
     Affiliates. LaSalle's duties under the contract include disposition and
     asset management services, including recordkeeping, contracting with
     tenants and service providers, and preparation of financial statements and
     other reports for management use.  The General Partner continues to be
     responsible for overall supervision and administration of the Partnership's
     operations, including setting policies and making all disposition
     decisions, and the General Partner and its Affiliates continue to provide
     administrative, advisory, and oversight services to the Partnership. 
     Compensation to LaSalle from the Partnership consists of accountable
     expense reimbursements, subject to a fixed maximum amount per year.  All
     other compensation to LaSalle is paid out of compensation and distributions
     paid to the General Partner by the Partnership.  

     The Partnership is engaged solely in the business of real estate
     investment, therefore, presentation of information about industry segments
     is not applicable.  In the current period, three of the Partnership's
     properties were responsible for 15% or more of revenues from operating
     activities.  Montgomery Executive Center provided 24%, The Business Park
     provided 19%, and Royal Biltmore provided 16%. In fiscal 1995, three
     properties were responsible for 15% or more of revenues from operating 
     activities:  Montgomery Executive Center provided 27%, The Business Park
     provided 17%, and Royal Biltmore provided 15%. In fiscal 1994, only two
     properties provided such revenues-Montgomery Executive Center provided 28%
     and the Business Park provided 15%.  











     <PAGE>5

     During fiscal 1996, the Partnership reviewed its portfolio and operating
     plans with the intent to dispose of all its operating properties by the end
     of 1998, and to thereafter distribute all of the Partnership's net assets
     to the partners.  Although there is no assurance that the Partnership will
     achieve the disposition of all its operating properties during the proposed
     time frame, the disposition of operating properties is expected to cause a
     significant decrease in the Partnership's operating activities in future
     periods.  

     The Partnership currently owns the properties set forth in Schedule III to
     this Report, "Consolidated Real Estate and Accumulated Depreciation," which
     is incorporated by reference herein and contains information as to
     acquisition date and total cost of each of the properties.  In all cases
     the interests were purchased for cash, and in all cases land and
     improvements are owned 100% in fee simple.  Additional information
     regarding these properties, including size and percentage leased as of
     September 30, 1996, is set forth in Exhibit 99(b) to this Report, "Real
     Estate Investments," which is incorporated by reference herein.  A brief
     narrative description of each property the Partnership currently owns
     follows. 

     Airport Perimeter Business Center (College Park, Georgia)

     This property consists of three multi-tenant office/service warehouse
     buildings containing just under 121,000 square feet and is situated on 9.2
     acres of land immediately south of William B. Hartsfield Atlanta
     International Airport.  This property is part of Airport Perimeter Business
     Park, a master-planned, commercial/industrial business park containing
     approximately 800,000 square feet of office/service/warehouse facilities on
     approximately 137 acres of land, with good access to major north-south and
     east-west Interstate highways.  This parcel is located in an area which has
     been targeted for the expansion of the Hartsfield Airport and the
     Partnership anticipates that it will be forced to sell this property in the
     next one to two years, to a government agency to accommodate such an
     expansion.  In fiscal 1996, the Partnership recorded a provision for value
     impairment in connection with Airport Perimeter of $1,046,000.  The General
     Partner determined that this adjustment was a prudent course of action
     based upon the uncertainty of the Partnership's ability to recover the net
     carrying value of Airport Perimeter through future operations and the
     anticipated forced sale.  This determination was based upon current market
     conditions and future performance expectations of both the property and the
     Airport/South Atlanta market, as well as the expected governmental action
     to acquire the property.

     The property is part of the approximately 17.1 million square foot Service
     and Distribution sectors of the Atlanta Airport/South Atlanta submarket
     which represents approximately 12% of Atlanta's total service and
     distribution space.  This sector of the submarket absorbed around 460,000
     square feet during the first nine calendar months of 1996 as it captured
     around 22% of Atlanta's Service and Distribution absorption.  Vacancy in
     the submarket increased to approximately 10% from the previous year's 7%.  
     In general, the distribution sector is substantially outperforming the
     Service Sector, which experienced a significantly smaller net increase in 











     <PAGE>6

     absorption.  Airport Perimeter competes in both sectors.  Absorption for
     both of these submarkets is expected to continue to be positive, primarily 
     from expansion by existing tenants.  For this reason, more speculative
     projects for this submarket are expected.  Net effective rental rates for
     Class B space such as Airport Perimeter remained around last year's range
     of $3.25 to $3.75 per square foot, including taxes, insurance and
     utilities.

     Airport Perimeter Business Center gained four new tenants totaling
     approximately 14,500 square feet, renewed four tenants totaling
     approximately 28,100 square feet, and lost four tenants that did not renew
     for a total of approximately 25,700 square feet.  This resulted in a net
     decrease in leased space of approximately 11,200 square feet. Thus, the
     property decreased to a level of 71% leased at fiscal year end, versus 80%
     at the end of the prior fiscal year. However, the property is experiencing
     a good level of activity from prospective tenants, making it possible that
     occupancy will increase in 1997. 

     Montgomery Executive Center (Gaithersburg, Maryland)

     This property consists of a six-story office building containing 116,300
     square feet and is situated on 4.1 acres of land in the City of
     Gaithersburg, Maryland, 19 miles northwest of Washington, D.C.  Montgomery
     Executive Center, whose tenants are principally engaged in providing
     services to the local business community, is located at the intersection of
     two major thoroughfares with direct access to Interstate 270, which in turn
     provides access to the Capital Beltway and the Washington metropolitan
     area.

     As of September 30, 1996, this property was 68% leased which was up 1
     percentage point from last year.  Two new leases totaling approximately
     4,700 square feet were signed while renewals and expansions combined to
     total approximately 9,200 square feet on four separate transactions. 
     Leases with tenants covering almost 6,300 square feet of occupancy lapsed
     due to tenant credit problems.  The net impact of this activity was an
     increase in occupancy totaling approximately 700 square feet.

     Montgomery Executive Center is in the Gaithersburg submarket and competes
     with 80 buildings totaling approximately 4.0 million square feet; it is
     part of a suburban office building market extending in both directions
     along Interstate 270, including the communities of Germantown to the north
     and Rockville to the south.  The Gaithersburg submarket's net absorption
     for the first three quarters of calendar 1996 was approximately 116,000
     square feet.  This level of absorption is less than the prior year's level
     of 140,000 square feet.  The current vacancy rate in the submarket has
     fallen slightly to its current 16% level.  Asking rental rates increased
     modestly during the year indicating that leasing momentum may be increasing
     in the marketplace and a further decline in vacancy may be on the horizon. 
     Helping to support this is the fact that submarkets closer to Washington
     D.C. have little vacancy, and current market rents in Gaithersburg do not
     support new construction.  Rates range from $16.00 per square foot
     including taxes, insurance, and operating expenses ("gross") for Class B 
     space to $18.50 gross for Class A space.  Montgomery Executive Center is
     generally considered to be among the best Class B space in the market and 










     <PAGE>7

     should begin to benefit from improving market conditions should they
     persist.


     Consistent with its goal of positioning properties for sale, the
     Partnership is endeavoring to procure creditworthy tenants in the 5,000 to
     20,000 square feet range for Montgomery Executive Center.  As part of this
     strategy the Partnership has arranged to make an entire floor, constituting
     19% of the space in the building available for lease by such tenants. 
     While no such leases had been procured as of the end of the fiscal year,
     the property is continuing to receive interest from prospective tenants.


     Royal Biltmore (Phoenix, Arizona)

     This property consists of a two story, garden style office building
     containing 71,000 rentable square feet and a parking garage containing
     48,000 square feet.  It is situated on 2.9 acres of land in the East
     Camelback Road Corridor ("Camelback Corridor") of Phoenix, Arizona.  This
     area of Phoenix has benefited from the improved economic conditions in the
     region and the corresponding increase in demand for office space near
     executive housing.  These factors have generated a great deal of investor
     interest in office properties in the Camelback Corridor causing values to
     rise.  Accordingly, the Partnership marketed the property for sale during
     fiscal 1996, and anticipates that a sale will occur in fiscal 1997.

     With the expansion of two tenants totaling 3,516 square feet, the property
     experienced only a two percentage point decline in occupancy over the past
     fiscal year.  This decline in occupancy reflects the termination of one
     tenant and the Partnership's decision to market the vacant space at the
     best possible rate as space in the marketplace has continued to become
     increasingly scarce.

     The Camelback Corridor office submarket contains approximately 5.8 million
     square feet of office space and demand has accelerated; positive net
     absorption during the first six months of the 1996 calendar year of
     approximately 200,000 square feet has been recorded.  This positive net
     absorption has reduced the market vacancy to approximately 6% as of June
     30, 1996.  Effective rents have risen sharply.  Gross office rents in the
     market for better Class B space, such as Royal Biltmore, are currently
     stabilized in the $16.00 to $19.00 per square foot per year range,
     including taxes, insurance, and utilities versus a range of $13.00 to
     $19.00 per square foot the previous year.


     Springdale Commerce Center (Santa Fe Springs, California)

     Springdale Commerce Center consists of two multi-tenant
     industrial/warehouse, distribution buildings, containing 144,000 square
     feet on 6.9 acres of land.  It is located in the city of Santa Fe Springs,
     California, 13 miles southeast of downtown Los Angeles.  Because of its
     central location, Santa Fe Springs is one of the primary industrial centers
     in the area with excellent access to major shipping routes.











     <PAGE>8

     Springdale Commerce Center was 100% occupied as of September 30, 1996,
     unchanged from the prior year s level.  The two leases which matured during
     the year (32,400 square feet) were renewed.  One tenant will be vacating
     12,000 square feet as of the first fiscal quarter of 1997.

     The Santa Fe Springs submarket, of which the property is a part, is one of
     four major warehouse distribution centers in the greater Los Angeles 
     basin.   It represents over one-half of the Mid-Counties market which 
     comprises approximately 99 million square 
     feet of industrial space in parts of Los Angeles and Orange Counties.  
     The Santa Fe Springs submarket consists
     primarily of small and medium sized, "master planned", business parks with
     a number of pockets containing older warehouse facilities.  Most of the
     area was fully developed by the 1970's, and no new buildings have been
     constructed recently.  The current vacancy level has remained unchanged
     from the previous year at approximately 6% in the Mid-Counties market, a
     figure which essentially represents temporary vacancies as tenants move
     between projects, rather than a lack of demand.  Demand appears to be
     increasing, as reflected by significant decreases in concessions to
     tenants.  

     There are at least eight projects directly competitive to Springdale
     Commerce Center ranging in size from 12,000 square feet to just over
     100,000 square feet.  Class B rates in the market are being quoted in the
     range of $4.08 to $4.80 per square foot, versus $3.55 to $4.20 per square
     foot quoted last year, including taxes, insurance, and utilities, with one
     month of free rent for a three to five year lease term.  Tenant improvement
     allowances are ranging from $.50 to $2.00 per square foot.  With vacancy
     levels at their lowest point during the last several years, further upward
     pressure on rentals can be expected.  

     Van Buren Industrial Center (Phoenix, Arizona)

     Van Buren Industrial Center consists of five multi-tenant industrial
     warehouse/distribution buildings, containing 174,000 square feet, situated
     on 9 acres of land, ten minutes from central Phoenix and 20 minutes from
     the principal Phoenix airport.  In fiscal 1996, the Partnership recorded a
     valuation allowance in connection with Van Buren of $229,000, to reflect
     the property's estimated fair value less anticipated selling costs, as a
     result of the Partnership's decision to market this property for sale.

     Van Buren Industrial Center was 92% leased as of September 30, 1996, equal
     to 1995's level.  Leasing activity during the year consisted of 7,244
     square feet of new tenancy and 14,575 square feet of renewals which offset
     21,819 square feet of expirations.

     Van Buren Industrial Center is located in the Southwest submarket of
     Phoenix metro industrial market.  The property's occupancy level is
     comparable to the approximately 95% average occupancy level for 8 directly
     competitive multi-tenant projects representing 1.2 million square feet of
     warehouse, distribution space.  The current total Southwest submarket
     vacancy rate of 15% has remained relatively flat compared to the prior year
     reflecting stability in the Phoenix area economy.  Market rents have
     stabilized to a range of $3.36 to $4.08 per square foot also reflecting
     little change from the prior year.  Investor interest in industrial space 











     <PAGE>9

     remains high and the continued improvement in the Phoenix area markets has
     drawn considerable attention and put upward pressure on values. 
     Accordingly, the Partnership began marketing the property for sale during
     fiscal 1996 and anticipates that a sale will occur in fiscal 1997.

     The Business Park (Gwinnett County, Georgia)

     The Business Park is located in Gwinnett County, Georgia, approximately 17
     miles northeast of downtown Atlanta.  The Business Park consists of eight
     multi-tenant office/warehouse buildings, containing just over 157,000
     square feet, situated on 13 acres of land.  It is located in a suburban
     area known as the "Peachtree Corridor", which contains a wide selection of
     business facilities and homes in a park-like setting.  In fiscal 1996, the
     Partnership recorded a provision for value impairment in connection with
     the Business Park of $1,322,000.  The General Partner determined that this
     adjustment was a prudent course of action based upon the uncertainty of the
     Partnership's ability to recover the net carrying value of The Business
     Park through future operations and sale.  This determination was based
     primarily upon lower anticipated total cash flow as a result of the
     Partnership's decision to dispose of its operating properties by the end of
     1998, as well as current market conditions and future performance
     expectations of both the property and the Atlanta office/warehouse market.

     As of September 30, 1996, The Business Park was 97% leased.  The property
     experienced a five percentage point increase in occupancy during the year
     primarily due to leases to twelve new tenants totaling 35,100 square feet. 
     Additionally, seven tenants renewed totaling 31,500 square feet.  Eleven
     tenants totaling 28,200 square feet vacated upon expiration.

     The Peachtree Corridor is part of the Gwinnett/I-85 Corridor submarket of
     Atlanta, which contains approximately 9.9 million of service center space
     and makes up The Business Park's competitive area.  Activity marketwide has
     remained flat with net absorption during the first nine months of calendar
     1996 totaling a negative 10,000 square feet.  Net absorption in this market
     is expected to remain flat as build to suit and speculative construction of
     distribution buildings, which began in 1994, is expected to continue.  Net
     effective rents in the market for Class A space such as The Business Park
     have increased to $6.00 a square foot, up dramatically from 1995's level.


     Newport Center  Business Park, Buildings 1 and 2 (Deerfield Beach, Florida)

     This property consists of two multi-tenant office/light industrial
     buildings containing just over 62,000 square feet, and is situated on
     approximately 5.9 acres of land.  Newport Center is located in the city of
     Deerfield Beach, Florida, immediately south of Palm Beach County and the
     City of Boca Raton.  It is part of the Newport Center Business Park, a 119
     acre development which includes research and development facilities,
     warehousing, and corporate offices as well as two hotels.  In fiscal 1996,
     the Partnership recorded a provision for value impairment in connection
     with Newport Center of $822,000.  The General Partner determined that this
     adjustment was a prudent course of action based upon the uncertainty of the
     Partnership's ability to recover the net carrying value of Newport Center 











     <PAGE>10

     through future operations and sale.  This determination was based primarily
     upon lower anticipated total cash flow as a result of the Partnership's
     decision to dispose of its operating properties by the end of 1998, as well
     as current market conditions and future performance expectations of both
     the property and the South Florida multi-tenant office/light industrial
     market.

     As of September 30, 1996, this property remained 93% leased, as it was at
     September 30, 1995.  This is primarily due to the signing of eight new
     tenants totaling 22,400 square feet and the renewal of five tenants 
     totaling 8,900 square feet.  Offsetting these gains was the loss of seven
     tenants totaling 18,300 square feet that vacated after their leases expired
     and two tenants totaling 4,100 square feet who departed as a result of
     financial difficulties.

     Newport Center compares favorably to its competition in the Boca Raton
     submarket of the South Florida market.  This submarket contains
     approximately 5.4 million square feet of office and flex-space,
     approximately 9% of which is vacant as of September 30, 1996, down
     significantly from the prior year's level of 12%.  Net absorption for the
     first six calendar months of 1996 totaled approximately 192,000 square
     feet.  Over the past year, office/service rents have increased to around
     $8.00 - $11.00 gross per square foot, $1.00-$2.00 per square foot higher
     than 1995.  Concessions are minimal and "as is" deals are frequently being
     made on second generation space.

     The Newport Center/Deerfield area is attractive to developers as it is
     close to I-95 and the Turnpike, and is a good location for covering a tri-
     county area business.  Inexpensive land is being bought up and build-to-
     suit facilities are being built; additionally, speculative construction is
     anticipated within the next year.

     Employees

     The Partnership has no employees and, accordingly, the General Partner,
     LaSalle, and their affiliates perform services on behalf of the Partnership
     in connection with administering the affairs of the Partnership, and
     operating and selling the Partnership's properties.  The General Partner,
     LaSalle, and their affiliates receive compensation in connection with these
     activities, as described above.  Compensation to the General Partner and
     its affiliates and the terms of transactions between the Partnership and
     the General Partner and its Affiliates are set forth in Items 11. and 13.
     below, to which reference is made for a description of those terms and the
     transactions involved.  




     Item 2. Properties

     The Partnership owns the properties discussed in Item 1,  to which
     reference is made for the name, location and description of each property. 
     See also Schedule III to the Financial Statements of the Partnership, which











     <PAGE>11

     is filed hereinwith as Exhibit 99(c).  All properties were acquired on an
     all-cash basis.

     Item 3. Legal Proceedings

     The Partnership is not subject to any material pending legal proceedings.


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

     None.

     PART II

     Item 5. Market for the Partnership's Limited Partnership Interests and
     Related Security Holder Matters

     At November 19, 1996, there were 17,730 Limited Partners.  The Partnership
     will not redeem or repurchase the Units.  There is no public trading market
     for the Units.  However, commencing in the last quarter of fiscal 1996,
     three bidders. none of whom is affiliated with the General Partner or
     LaSalle, have made tender offers for the Units, at prices of $180, $250,
     and $298 per Unit.  The General Partner is not aware of how many sales have
     actually occurred at these prices; as of December 6, 1996, sales of 55
     Units to the firm making offers at $180 have been presented for processing.

     In 1987 Congress adopted certain rules concerning "publicly traded
     partnerships".  The effect of being classified as a publicly traded
     partnership would be that income produced by the Partnership would be
     classified as portfolio income rather than passive income.  After December
     31, 1997, if the Partnership does not have qualifying income, the
     Partnership could be taxed as a corporation.  On November 29, 1995, the
     Internal Revenue Service adopted final regulations ("Final Regulations")
     describing when interests in partnerships will be considered to be publicly
     traded.  The Final Regulations do not take effect with respect to the
     Partnership until the year 2006.  Due to the nature of the Partnership's
     income and to the historically low volume of transfers of Units, it was not
     anticipated that the Partnership would be treated as a publicly traded
     partnership under currently applicable rules and interpretations or under
     the Final Regulations.  However, in the event the transfer of Units
     presented for transfer within a tax year of the Partnership could cause the
     Partnership to be treated as a "publicly traded partnership" for federal
     tax purposes, the General Partner will accept such transfers only after
     receiving from the transferor or the transferee an opinion of reputable
     counsel satisfactory to the General Partner that the recognition of such
     transfers will not cause the Partnership to be treated as a "publicly
     traded partnership" under the Internal Revenue Code of 1986, as amended. 
     The General Partner is closely monitoring this situation in light of the
     recent tender offers.


     Cash distributions declared to the Limited Partners during the two most
     recent fiscal years are as follows: 













     <PAGE>12

              Distribution for the                 Amount of
                  Quarter Ended             Distributions per Unit


                  December 31, 1994                 $ 4.00
                  March 31, 1995                    $ 4.00
                  June 30, 1995                     $ 4.00
                  September 30, 1995                $18.00
                  December 31, 1995                 $ 4.75
                  March 31, 1996                    $22.54 
                  June 30, 1996                     $ 4.75
                  September 30, 1996                $21.55


     All of the foregoing distributions were paid from cash flows from operating
     activities with the exception of the distribution for the quarter ended
     September 30, 1995 which included a distribution of $9.00 per Unit
     representing previously retained proceeds from the sales of Corporate
     Square and Dupont Business Park as well as cash flow from operating
     activities for prior quarters of fiscal 1995, the distribution for the
     quarter ended March 31, 1996, which included $17.79 per Unit representing
     the proceeds of the sale of Spring Creek, and the distribution for the
     quarter ended September 30, 1996, which included $14.55 per Unit of
     residual proceeds retained from the sale of Dupont Business Park, as well
     as cash flow from operating activities for prior quarters of fiscal 1996. 
     With the distribution for the quarter ended September 30, 1996, the
     Partnership has distributed all sales proceeds for transactions through
     September 30, 1996.

     There are no material legal restrictions on the Partnership's present or
     future ability to make distributions in accordance with the provisions of
     the Agreement of Limited Partnership, annexed to the prospectus as Exhibit
     A thereto.  Reference is made to Item 7 below, for a discussion of the
     Partnership's ability to continue to make future distributions.  

     At the end of the 1996 fiscal year, the Partnership conducted its annual
     formal unit valuation.  The valuation of the Partnership's properties was
     performed by the General Partner, and then reviewed by an independent
     professional appraiser.  The estimated investment value of limited
     partnership Units resulting from this process is $420 per Unit.  After the
     distribution for the September 1996 quarter representing the residual sales
     proceeds of Dupont Business Park, and after the distribution of prior
     quarter operating cash flows, the estimated valuation is $398 per unit. 
     There is no assurance that holders of Units will ultimately receive the
     exact amount of the estimated Unit value.

     Item 6. Selected Financial Data

     The following table sets forth a summary of the selected financial data for
     the Partnership.  














     <PAGE>13

                              Years Ended September 30,
                    (Dollars in thousands except per-unit amounts)

                        1996            1995         1994                  

     Assets at year
      end               $38,729        $46,133       $47,844
     Revenues           $ 6,171        $ 6,043       $ 5,993
     Net income (loss)  $(2,603)       $     8       $   165
     Net income (loss)
      per L.P. Unit     $(25.85)       $  0.08       $  1.64
     Cash distributions
     paid to:
      Limited Partners  $ 4,534        $ 1,540       $ 4,440
      General Partner   $   335        $   165       $   286


                         1993          1992        

     Assets at year
       end              $52,710        $61,260     
     Revenues           $ 6,339        $ 6,542
     Net income (loss)  $(6,610)       $(3,012)
     Net income (loss)
      per L.P. Unit     $(65.65)       $(29.91)
     Cash distribution
      paid to:
      Limited Partners  $ 1,541        $ 3,987
      General Partners  $   171        $   305

     NOTES:  

     1. The above financial data should be read in conjunction with the
     financial statements and the related notes appearing elsewhere in this
     report.

     2. The figures above for Assets at year end and Net income (loss)include
     provisions for value impairment and valuation allowances of $3,115 in 1996,
     $547 in 1995, $7,039 in 1993 and $3,118 in 1992.

     3.  The figures above for Net income (loss) per Limited Partnership Unit
     include $30.94 per Unit attributable to the provisions for value impairment
     and valuation allowance discussed at Note 2 above in 1996, $5.43 per Unit
     in 1995, $69.91 per Unit in 1993, and $30.97 per Unit in 1992.


     Distributions declared per unit of limited partnership interest from fiscal
     1992 through fiscal 1996 were as follows:
















     <PAGE>14

                   Year Ended         Distributions per Unit


               September 30, 1992           $41.00
               September 30, 1993           $16.00
               September 30, 1994           $50.00
               September 30, 1995           $30.00
               September 30, 1996           $53.59

     All of the foregoing distributions were paid from cash flows from operating
     activities with the exception of the distributions for 1992, which included
     $21.00 of proceeds from the sale of Dupont, the distributions for 1994,
     which included $34.00 of proceeds from the sale of Corporate Square, the
     distributions for 1995, which included $9.00 of proceeds from the sale of
     Corporate Square and Dupont Business Park, and the distributions for 1996,
     which included $32.34 of proceeds from the sale of Dupont Business Park and
     Spring Creek.

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

     Liquidity and Capital Resources

     The Partnership sold 90,612 Units for a total of $90,612,000. Combined with
     the initial contribution of $10,000 from the Initial Limited Partners, the
     total Limited Partners' capital contributions were $90,622,000.  The
     offering was terminated in May 1985 and no additional Units will be sold. 
     After deduction of organizational and offering costs of $5,212,617, the
     Partnership was left with $85,409,383 available for investment.

     The Partnership originally purchased ten properties on an all-cash basis,
     completing the initial acquisition phase of its business plan, and has sold
     three property investments - its interest in Dupont and the Corporate
     Square and Spring Creek properties.  The Partnership currently classifies
     the Royal Biltmore and Van Buren properties as held for sale, at a total
     carrying value of $8,965,000.  The initial cost of the Partnership's
     remaining real estate investments was $45,672,000.  Subsequent to
     acquisition of the properties, the Partnership has incurred $5,190,000 in
     additional capital costs for these properties.  The Partnership has also
     recorded provisions for value impairments, and valuation in connection with
     these properties totalling $4,404,000.  In accordance with Statement of
     Financial Accounting Standards No. 121, which was adopted in fiscal 1996,
     the Partnership reduced the historical cost of its permanently impaired
     real estate investments by the amount of those properties' accumulated
     depreciation ($10,111,000) to properly reflect their new basis. 
     Accumulated depreciation and amortization after this reclassification
     equals $9,519,000.  Therefore, investment in real estate for financial
     reporting purposes including properties held for sale, after accumulated
     depreciation, amortization and valuation allowances, is $35,793,000 as of
     September 30, 1996.

     The Partnership expects to incur capital expenditures during fiscal 1997
     totaling approximately $1,544,000 for tenant improvements, lease
     commissions, and other major repairs and improvements; the majority of 










     <PAGE>15

     these expenditures are dependent on the execution of leases with new and
     renewing tenants.  These capital costs have been lower in recent years, as
     market conditions have improved, resulting in lower tenant improvement and
     leasing commission costs.  In addition, improved tenant credit quality has
     led to lower turnover, which also results in lower costs.  However, the
     Partnership's business plan now calls for the disposition of all of its
     real estate investments by the end of 1998.  In order to strategically
     position the properties for sale, the Partnership will place greater
     emphasis on entering into longer-term leases with creditworthy tenants. 
     This strategy is likely to result in higher leasing commission and tenant
     improvement costs, but should result in higher sales prices for the
     properties than would otherwise be the case.

     The Partnership maintains cash balances to fund its operating and investing
     activities including the costs of tenant improvements and leasing
     commissions, costs which must be disbursed prior to the collection of any
     resultant revenues.  The General Partner believes that year-end cash
     balances and cash generated from operating activities in 1997 will be
     adequate to fund the Partnership's current investing and operating needs. 
     In fiscal 1997, management will determine cash distributions from
     operations each quarter based on net cash flows for the quarter, money
     needed to operate the properties and pay Partnership expenses, and
     anticipated capital needed to repair and maintain the properties and make
     occupancy related tenant improvements. 

     As of September 30, 1996, the Partnership held cash and cash equivalents
     aggregating $2,290,000, a decrease of $542,000 from the prior year end. 
     This decrease resulted primarily because of the retention of operating cash
     flows during the 1995 fiscal year, substantially all of which were
     distributed after fiscal year-end, and the higher quarterly distributions
     paid in 1996.  Net cash provided by operating activities increased by
     $219,000 from 1995, primarily due to improved operating results (exclusive
     of property valuation adjustments).  Net cash provided by investing
     activities increased by $2,174,000, primarily because the Partnership
     received the proceeds of the Spring Creek sale in 1996, and did not sell a
     property in 1995, and made fewer capital expenditures in 1996.  Cash used
     in financing activities increased by $3,164,000, reflecting the higher
     distributions during the current year.  Two million seventy-eight thousand
     dollars was subsequently distributed to partners in November, 1996.
      
     Operations

     1996 v. 1995

     For the 12 months ended September 30, 1996, the Partnership's net income
     declined 8% from the prior year, excluding the effects of property
     writedowns.  Impairments recorded for The Business Park, Airport Perimeter,
     and Newport Center, plus a valuation allowance at Van Buren, net of a
     recovery in Spring Creek's value recorded prior to its disposition, totaled
     $3,115,000.  This net charge was offset to a limited extent by lower
     depreciation associated with properties held for sale.  Excluding the
     effect of these adjustments, the Partnership had net income of $512,000 for
     1996 versus net income of $555,000 for 1995.  After the declines in
     property values, the Partnership reported a net loss of $2,603,000 in 1996
     compared with net income of $8,000 in 1995.









     <PAGE>16

     At the property operating level, the higher average leased status at The
     Business Park as well as increased rental rates at Royal Biltmore and
     Newport Center had a positive effect on revenues.  This more than offset
     the effect on rental income of a decline in the average leased status at
     Montgomery Executive Center and of the absence of revenues from Spring
     Creek since its sale in April 1996.

     While the leased status at Airport Perimeter declined by nine percentage
     points over the course of the year, its average leased status and
     contribution to income from operations was up slightly.  Based on recent
     communications with the Hartsfield International Airport Acquisition
     Office, it appears that the Atlanta Airport will be expanded and that the
     Partnership will be forced, through condemnation proceedings, to sell this
     property within the next 12 to 24 months.  Because of the uncertainty
     surrounding the condemnation, management does not believe it is currently
     in the Partnership's best interests to put the property on the market for
     sale.  While leases on 31% of the space at Airport Perimeter expire in
     fiscal 1997, leasing activity in the submarket is positive, and the
     property is receiving attention from prospective tenants.  Management does
     not anticipate any additional value impairments on this property next year,
     so there is a reasonable possibility that Airport Perimeter will make an
     improved contribution to portfolio results in fiscal 1997.

     The impact of Montgomery Executive Center's poor revenue performance was
     exacerbated by an increase in bad debt expense plus associated legal fees
     and depreciation resulting from the write-off of tenant improvements,
     primarily for those tenants who were credit problems and vacated prior to
     their lease expirations.  Management's plan is to pursue leases with larger
     users with sound credit in support of the Partnership's disposition
     strategy.

     Leases representing 26% of the portfolio's leasable square footage are
     scheduled to expire in fiscal 1997.  These leases represented approximately
     21% of the portfolio's rental income for fiscal 1996.  This amount of
     potential lease turnover is normal for the types of properties in the
     portfolio, which typically lease to tenants under three to five year
     leases.  The overall portfolio occupancy was 89% as of the end of fiscal
     1996.  Management anticipates that occupancy levels will improve in fiscal
     1997.  In most markets, newer leases are generally expected to reflect
     level to higher market rental rates in comparison to the rates of expiring
     leases.  However, the Partnership's strategy, as discussed above, of
     seeking to enter into longer-term leases with creditworthy tenants may
     moderate this effect to some extent.


     As discussed in Item 1. above, Montgomery Executive Center accounted for
     24% of the Partnership's revenue from operating activities in fiscal 1996. 
     Leases covering 12% of the space in this property expire in 1997, and the
     property is 32% vacant as of September 30, 1996. The Partnership expects
     that rents ultimately obtained on this space will in some cases be slightly
     lower than that received under the previous leases, which were executed
     several years ago in stronger markets.  Expenditures for tenant improvement
     work are anticipated in connection with any new leases.  The Partnership
     anticipates that approximately half the vacant space will be leased during 










     <PAGE>17

     fiscal 1997. Thus, revenues from Montgomery Executive Center are
     anticipated to decrease somewhat in the short term, but this decrease is
     not expected to have a material effect on total partnership revenue. 

     Also as noted in Item 1. above, The Business Park provided 19% of the
     Partnership's revenue from operations in fiscal 1996.  This property did
     well in renewing tenants whose leases expired in 1996, as well as
     attracting new tenants, and conditions in its competitive market are
     expected to continue to remain favorable.  Thus, even though leases
     covering 33% of the space in this property expire in fiscal 1997, the
     Partnership does not expect operations at this property to have any
     material adverse effect on total partnership revenue in 1997. 

     Finally, Royal Biltmore provided 16% of the Partnership's revenue from
     operations in 1996. The Partnership expects to sell this property early in
     1997, which it anticipates will result in a reduction in revenue and net
     income, as well as a distribution of net sales proceeds, a natural
     progression as the Partnership liquidates its portfolio.

     1995 v. 1994

     Rental income from properties owned during all of fiscal 1995 was up
     $317,000 over 1994, and expenses, excluding the effect of the Corporate
     Square sale and valuation adjustments, were down $62,000.  Without the
     adjustments, net income from these properties' operations would have
     increased by $379,000 over 1994 to $555,000.  Corporate Square, which was
     sold in January 1994, contributed $264,000 to rental income and $234,000 to
     net income in fiscal 1994 and nothing in 1995. In addition, the carrying
     values of three properties still owned declined a total of $547,000.  At
     Airport Perimeter, an initial permanent value impairment of $189,000 was
     recorded, while at the Business Park there was permanent impairment of
     $165,000 in addition to $860,000 of impairment recorded in 1993 and 1994. 
     Spring Creek, which the Partnership was trying to sell, incurred a net 
     downward valuation adjustment of $193,000.  (This property had previously
     recorded $489,000 of permanent impairment in 1992, and a total of
     $1,244,000 of net valuation allowances in 1993 and 1994.)

     The biggest gain in rental income from the current portfolio of properties
     was experienced by Royal Biltmore, whose average leased status was up from
     91% in fiscal 1994 to 98% in 1995, resulting in $123,000 of additional
     income.  The Business Park, Springdale, and Newport Center also experienced
     higher leased levels, while rental rates being paid by new tenants at the
     first two properties were also up over those in prior leases.

     Bad debt expense was down or flat for all properties in 1995 relative to
     1994, with Montgomery and Newport Center showing the greatest improvement 
     in tenant credit quality.  Savings in this property operating expense
     category, excluding Corporate Square, totaled $71,000, and repairs and
     maintenance costs at Montgomery declined by $44,000 relative to 1994. 
     Increased tax assessments at The Business Park and Royal Biltmore more than
     offset the absence of taxes for Corporate Square, pushing real estate taxes
     higher.  Excluding the effect of Corporate Square, depreciation on
     continuing properties remained flat.  There were significant fluctuations
     on several properties (Newport Center down $120,000, Van Buren up $56,000, 










     <PAGE>18

     Montgomery Executive Center up $48,000, and Airport Perimeter up $17,000)
     resulting from variations in the write off of tenant improvements for
     vacating and expiring leases.


     Reconciliation of Financial and Tax Results

     For 1996, the Partnership's financial statement net loss was $2,603,000,
     and its taxable net loss was $632,000.  The primary differences between the
     two are allowances for property valuations of $3,115,000, and a tax basis
     loss on the sale of Spring Creek of $1,296,000.  For 1995, the
     Partnership's financial statement net income was $8,000, and its taxable
     net income was $613,000.  The primary difference between the two was
     allowances for property valuation of $547,000.  For 1994, the Partnership's
     financial statement net income was $165,000, and its taxable net loss was
     $2,938,000.  The primary difference between the two was the net loss for
     tax purposes of $3,133,000 resulting from the sale of the Corporate Square
     property.  For complete reconciliations, see Note 7 to the Partnership's
     financial statements, which note is hereby incorporated by reference
     herein.

     Item 8. Financial Statements and Supplementary Data

     The financial statements together with the report thereon of KPMG Peat
     Marwick LLP dated October 23, 1996, appearing on pages 5 through 13 of the
     Partnership's 1996 Annual Report to Limited Partners are incorporated by
     reference in this Form 10-K Annual Report.  Financial Statement Schedule
     III, Consolidated Real Estate and Accumulated Depreciation, is filed as
     Exhibit 99(c) to this Form 10-K Annual Report, and is hereby incorporated
     by reference herein.  All other schedules are omitted either because the
     required information is not applicable or because the information is shown
     in the financial statements or notes thereto.

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

     None.

                                       PART III

     Item 10. Directors and Executive Officers of the Registrant

     The General Partner of the Partnership is T. Rowe Price Realty Income Fund
     I Management, Inc., ("Fund I Management"), 100 East Pratt Street,
     Baltimore, Maryland 21202.  The General Partner has the primary 
     responsibility for overseeing the selection, evaluation, structuring,
     negotiation, management, and liquidation of the Partnership's investments
     as well as the cash management of the Partnership's liquid assets and the
     administration of investor services of the Partnership including general
     communications, periodic reports and distributions to Limited Partners, and
     filings with the Securities and Exchange Commission.  Fund I Management is
     a wholly-owned subsidiary of T. Rowe Price Real Estate Group, Inc. ("Real
     Estate Group"), which is, in turn, a wholly-owned subsidiary of T. Rowe
     Price Associates, Inc. ("Associates").  Affiliates of the General Partner, 










     <PAGE>19

     T. Rowe Price Realty Income Fund II Management, Inc. ("Fund II
     Management"), T. Rowe Price Realty Income Fund III Management, Inc. ("Fund
     III Management"), and T. Rowe Price Realty Income Fund IV Management, Inc.
     ("Fund IV Management") are the General Partners of other real estate
     limited partnerships sponsored by Associates.  Real Estate Group, which is
     also an affiliate, is investment manager to T. Rowe Price Renaissance Fund,
     Ltd., A Sales-Commission-Free Real Estate Investment ("Renaissance Fund"),
     a real estate investment trust sponsored by Associates.  Total assets under
     management by Associates and its subsidiaries totalled $93 billion at
     November 30, 1996.

     The directors and executive officers of Fund I Management are as follows:

                                      Position with T. Rowe Price
                     Name             Realty Income Fund I Management, Inc.

              James S. Riepe          Chairman of the Board, President, also
                                      Principal Executive Officer for the
                                      Partnership
              Douglas O. Hickman      Vice President and Director
              Henry H. Hopkins        Vice President and Director
              Lucy B. Robins          Vice President and Secretary
              Mark B. Ruhe            Vice President
              Kenneth J. Rutherford   Vice President
              Alvin M. Younger, Jr.   Treasurer and Director
              Joseph P. Croteau       Controller and Director, also Principal
                                      Financial Officer and Chief Accounting
                                      Officer for the Partnership



     Mr. Riepe was elected President in July, 1991.  Ms. Robins was first
     elected to her current offices in April, 1987, and Mr. Ruhe was first
     elected in May, 1988.  Mr. Hopkins was first elected a director in January,
     1987.  Mr. Croteau was first elected as Controller in May, 1988, as a
     Director in 1996, and designated as Principal Financial Officer for the
     Partnership in 1992.  Mr. Rutherford was first elected an officer in 1994. 
     In all other cases these individuals have served in these capacities since
     the inception of Fund I Management in 1984.  There is no family
     relationship among the foregoing directors or officers.

     The background and business experience of the foregoing individuals is as
     follows:


              James S. Riepe (Born 1943) is Managing Director and Director, T.
     Rowe Price Associates, Inc. ("Associates") and Director of its Investment
     Services Division; President and Chairman of Real Estate Group and each of
     the general partners of T. Rowe Price Realty Income Fund I, A No-Load
     Limited Partnership, T. Rowe Price Realty Income Fund II, America's Sales-
     Commission-Free Real Estate Limited Partnership, T. Rowe Price Realty
     Income Fund III, America's Sales-Commission-Free Real Estate Limited
     Partnership, and T. Rowe Price Realty Income Fund IV, America's Sales-
     Commission-Free Real Estate Limited Partnership (the "Realty Income
     Funds"); serves as director or trustee of 37 of the 42 mutual funds 









     <PAGE>20

     sponsored by Associates, and acts as Chairman of 6 such funds; Chairman of
     New Age Media Fund; Director, Rh ne-Poulenc Rorer, Inc., a pharmaceuticals
     company.  Mr. Riepe joined Associates in 1982.

              Douglas O. Hickman  (Born 1949) is President of T. Rowe Price
     Threshold Fund Associates, Inc. and a Vice President of Associates.  He is
     also a Vice President and Director of each of the general partners of the
     Realty Income Funds and serves as a member of the investment committees for
     the T. Rowe Price Threshold Funds.  Mr. Hickman joined Associates in 1985.

              Henry H. Hopkins  (Born 1942) is a Managing Director, Director,
     and Legal Counsel of Associates.  In addition, Mr. Hopkins is Vice
     President and Director of each of the general partners of the Realty Income
     Funds.  He is also a Vice President of certain of the mutual funds managed
     by Associates.  Mr. Hopkins joined Associates in 1972.

              Lucy B. Robins  (Born 1952) is Vice President and Associate Legal
     Counsel of Associates and Vice President of Real Estate Group, and each of
     the general partners of the Realty Income Funds.  Ms. Robins joined
     Associates in 1986.

              Mark B. Ruhe  (Born 1954) is an Asset Manager for Real Estate
     Group, and Vice President of the Real Estate Group and each of the general
     partners of the Realty Income Funds.  Mr. Ruhe joined Associates in 1987.

              Alvin M. Younger, Jr.  (Born 1949) is Treasurer and Director of
     each of the general partners of the Realty Income Funds and a Managing
     Director, Secretary and Treasurer of Associates, and Secretary and
     Treasurer of Real Estate Group.  Mr. Younger joined Associates in 1973.

              Kenneth J. Rutherford   (Born 1963) is Marketing Manager for
     Associates and Vice President of each of the general partners of the Realty
     Income Funds.  Mr. Rutherford joined Associates in 1992.  From 1990 to 1992
     he was a student at the Stanford Graduate School of Business.

              Joseph P. Croteau  (Born 1954) is a Vice President and Controller
     of Associates, and Controller of each of the general partners of the Realty
     Income Funds.  Mr. Croteau joined Associates in 1987.


     No Form 3s, Form 4s, Form 5s, or any amendments to any of them, were
     furnished to the Partnership during its most recent fiscal year. Based on
     written representations pursuant to  Item 405(b)(2)(i) of Regulation S-K, 
     none of the directors, officers, or beneficial owners of more than 10% of 
     the Units nor the General Partner failed to file on a timely basis reports
     required by Section 16(a) of the Exchange Act during the most recent fiscal
     or prior fiscal years.


     Item 11.  Executive Compensation

     The directors and officers of the General Partner receive no current or
     proposed remuneration from the Fund.











     <PAGE>21

     The General Partner is entitled to receive a share of cash distributions
     and a share of profits or losses as described under the captions
     "Compensation and Fees," and "Profits and Losses for Tax Purposes,
     Depreciation and Cash Distributions" of the Prospectus, on pages 7-9 and
     36-50 respectively, which pages are incorporated by reference herein.

     For a discussion of compensation and fees to which the General Partner is
     entitled, see Item 13., which is incorporated herein by reference.

     In addition to the foregoing, certain officers and directors of the General
     Partner receive compensation from Associates and/or its affiliates (but not
     from the Partnership) for services performed for various affiliated
     entities, which may include services performed for the Partnership.  Such 
     compensation may be based, in part, on the performance of the Partnership. 

     Any portion of such compensation which may be attributable to such
     performance is not material.

     Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The Partnership is a limited partnership which issued units of limited
     partnership interest.  No limited partner is known by the Partnership to
     own beneficially more than 5% of the outstanding interests of the
     Partnership.

     The percentage of outstanding interests of the Partnership held by all
     directors and officers of the General Partner is less than 1%.  Certain
     officers and/or directors of the General Partner presently own securities
     in Associates.  As of November 15, 1996, the directors and officers of the
     General Partner, as a group, beneficially owned 4.9% of the common stock of
     Associates, including options to purchase 404,956 shares exercisable within
     60 days of November 15, 1996, and shares as to which voting power is shared
     with others.  Of this amount, Mr. Riepe owned 2.4% of such stock (1,393,478
     shares, including 114,400 shares which may currently be acquired by Mr.
     Riepe upon the exercise of stock options, 140,000 shares held in trusts for
     members of Mr. Riepe's family as to which Mr. Riepe disclaims beneficial
     ownership, 40,000 shares owned by a member of Mr. Riepe's family as to
     which Mr. Riepe disclaims beneficial ownership, and 82,000 shares held in a
     charitable foundation of which Mr. Riepe is a trustee and as to which Mr.
     Riepe has voting and disposition power).  Mr. Hopkins owned 1.1% (646,800
     shares, including 120,800 shares which may be acquired by Mr. Hopkins upon
     the exercise of stock options within 60 days).  Mr. Younger owned 1.0%
     (575,000 shares, including 28,000 shares which may be acquired by Mr.
     Younger upon the exercise of stock options within 60 days, and 25,000 held
     by a member of Mr. Younger's family).  No other director or officer owns 1%
     or more of the common stock of Associates.

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

     Item 13.  Certain Relationships and Related Transactions

     The General Partner and its Affiliates are permitted to engage in
     transactions with the Partnership as described under the captions 









     <PAGE>22


     "Compensation and Fees," and "Conflicts of Interest" of the Prospectus, on
     pages 7-11, which pages are hereby incorporated by reference herein.

     The General Partner has been reimbursed for expenses incurred by it in the
     administration of the Partnership and the operation of the Partnership's
     investments, which amounted to $162,000 in fiscal 1996 ($123,000 in fiscal
     1995). The General Partner's share of cash distributions declared for
     fiscal 1996 was $336,000, of which $214,000 was distributable cash, and
     $122,000 was sales proceeds, and for 1995 was $245,000, of which $211,000
     was distributable cash and $34,000 was sales proceeds.  Another affiliate, 
     T. Rowe Price Associates, Inc., earned $4,000 for cash management services
     rendered in 1996.

     PART IV

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

     (a)     The following documents are filed as part of this report:
                                                                        PAGES IN
                                                                          ANNUAL
                                                                          REPORT
             (1) Financial Statements:

     Incorporated by reference from the indicated pages of the Partnership's
     1996 Annual Report to Limited Partners.

                 Balance Sheets at September 30, 1996 and 1995                 5
                 Statements of Operations for each of the 
                   three years in the period ended September 30, 1996          6
                 Statements of Partners' Capital for each of the
                   three years in the period ended September 30, 1996          7
                 Statements of Cash Flows for each of the 
                   three years in the period ended December 31, 1996           8
                 Notes to Financial Statements                              9-12

     Independent Auditors' Report - Incorporated by reference to Exhibit 99(d)
     hereof.

             (2) Financial Statement Schedules:

                 III - Consolidated Real Estate and Accumulated Depreciation,
                 incorporated by reference to Exhibit 99(c) hereof.


                 All other schedules are omitted because they are not applicable
                 or the required information is presented in the financial
                 statements and notes hereto.

             (3) Exhibits


              3, 4.       (a)    Prospectus of the Partnership dated December 7,
                                 1984, which includes the Partnership Agreement
                                 File Number 2-93160, and supplement thereto 









     <PAGE>23


                                 dated April 24, 1984, filed with the Commission
                                 pursuant to Rule 424(c), incorporated by
                                 reference herein.

                          (b)    Amendment to the Partnership Agreement dated
                                 January 1, 1988, incorporated by reference to
                                 Exhibits 3, 4.(h) of the registrant's report on
                                 Form 10-K for the year ended September 30,
                                 1988, File Number 0-14308 (the "1988 10-K").

                          (c)    Amendment to the Partnership Agreement dated
                                 March 28, 1988, incorporated by reference to
                                 Exhibits 3, 4.(j) of the 1988 10-K.


                  10.     Advisory Agreement dated as of July 15, 1991 by and
                          between the Partnership, the General Partner, and
                          LaSalle Advisors Limited Partnership, incorporated by
                          reference to Exhibit 10 of the registrant's report on
                          Form 10-K for the year ended September 30, 1991.

                  13.     Annual Report for fiscal 1996, distributed to Limited
                          Partners on or about November 25, 1996.

                  27.     Financial Data Schedule


                  99.     (a)    Pages 7-11, 19-29 and 36-50 of the Prospectus
                                 of the Partnership dated December 7, 1984,
                                 incorporated by reference to Exhibit 99(a)of
                                 the registrant's report on Form 10-K for the
                                 year ended September 30, 1994, File Number 0-
                                 14308.

                          (b)    Real Estate Investments, incorporated by
                                 reference from page 2 of the Partnership's 1996
                                 Annual Report to Limited Partners.

                          (c)    Financial Statement Schedule III - Consolidated
                                 Real Estate and Accumulated Depreciation.

                          (d)    Report of  KPMG Peat Marwick LLP  dated October
     23,                         1996 regarding the  financial statements of the
                                 Partnership.

     (b)      Reports on Form 8-K

              Report  on Form  8-K dated  November  1, 1996,  setting forth  the
              estimated Unit value as of September 30, 1996.














     <PAGE>24

                                      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:

     Dated:  January 23, 1997            T. ROWE PRICE REALTY INCOME FUND I,
                                         A NO-LOAD LIMITED PARTNERSHIP



                                         By:   T. Rowe Price Realty Income Fund
                                               I   Management,   Inc.,   General
                                               Partner



                                               /s/ James S. Riepe  
                                               By: James S. Riepe, 
                                                   President



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



     /s/ James S. Riepe                  Date:  January 23, 1997
     James S. Riepe
     Director, Chairman of the 
     Board and President
     T. Rowe Price Realty Income Fund I
     Management, Inc., 
     Principal Executive Officer
     for the Partnership


     /s/ Henry H. Hopkins                Date:  January 23, 1997
     Henry H. Hopkins,
     Director and Vice President, 
     T. Rowe Price Realty Income Fund I
     Management, Inc.



     /s/ Douglas O. Hickman              Date:  January 23, 1997
     Douglas O. Hickman,
     Director and Vice President,
     T. Rowe Price Realty Income Fund I
     Management, Inc.










     <PAGE>25



     /s/ Alvin M. Younger, Jr.           Date:  January 23, 1997
     Alvin M. Younger, Jr.,
     Director and Treasurer,
     T. Rowe Price Realty Income
     Fund I Management, Inc.


     /s/ Joseph P. Croteau               Date:  January 23, 1997
     Joseph P. Croteau,
     Controller, Director and Principal Financial and Chief Accounting 
     Officer for the Partnership