FORM 10-K

                   U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

|X|           ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
              ACT OF 1934 For the fiscal year ended December 31, 1997
                                     OR
|_|           TRANSITION  REPORT  UNDER  SECTION  13 OR 15(d) OF THE  SECURITIES
              EXCHANGE ACT OF 1934 For the transition period from _________ to
              ---------.

                       Commission File number 0-15755

                         FJS PROPERTIES FUND I, L.P.
           (Exact name of registrant as specified in its charter)

                           Delaware     13-3252067
             (State of other jurisdiction of (I.R.S. Employer
            incorporation or organization) Identification No.)

                264 Route 537 East,  Colts Neck, NJ 07722  (Address of principal
            executive offices) (Zip Code)

       Registrant's telephone number, including area code 732-542-9209

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


   Title of each class     Name of each exchange on which registered
           NONE                              N/A

    Securities registered pursuant to Section 12(g) of the Exchange 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

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]


<PAGE>





State the aggregate market value of the voting stock held by non-affiliates 
computed by reference to the price at which the stock was sold, or the average 
bid and asked prices of such stock, as of a specified date within the past 60 
days.  N/A

      No public market exists. However, 1,843 Units were acquired as of December
31, 1997, in a registered tender offer by unaffiliated  third parties at a price
per Unit of $75. This would yield an aggregate market value of the Units held by
non-affiliates of $1,258,725.

Documents Incorporated by Reference



      Prospectus  of  Registrant,  dated  June  10,  1985,  as  supplemented  by
Supplement  dated  November  7,  1985,  filed  pursuant  to Rule 424  under  the
Securities Act of 1933.  Annual Report on Form 10-K of Registrant for the fiscal
years ended  December 31, 1986 through  Decembef  31,  1996,  filed  pursuant to
section 13 or 15(d) of the Securities Exchange Act of 1934, but each only to the
extent expressly incorporated by reference in Parts I, II and III.



<PAGE>



                                 PART I

Item 1. Business

            Registrant is a Delaware limited partnership formed as of October 5,
1984. FJS  Properties,  Inc., a Delaware  corporation  and an affiliate of First
Jersey Securities,  Inc. ("First Jersey" or the  "Underwriter"),  is the general
partner ("General Partner") of the Registrant.

            Reference is made to the Prospectus (the "Prospectus") of Registrant
dated June 10, 1985, as supplemented by a Supplement (the  "Supplement"),  dated
November  7,  1985,  which  have  been  filed  pursuant  to rule 424  under  the
Securities  Act of 1933,  as amended,  each of which is  incorporated  herein by
reference.  The  Prospectus  was  filed  as  part of  Registrant's  Registration
Statement on Form S-11,  pursuant to which 100,000 Units of Limited  Partnership
Interest (the "Units") were registered.  On May 1, 1986, the sole closing of the
Units,  the  Registrant  received  $8,391,500 in Gross Proceeds from the sale of
16,783 Units to investors.  Registrant paid $671,320 in underwriting commissions
to First Jersey and a total of $419,575 in organization and offering expenses to
the General Partner.

            Registrant owns and operates one 312 unit garden apartment  complex,
the Pavilion Apartments  ("Pavilion"),  located in West Palm Beach, Florida. The
description of the  acquisition is set forth in the Prospectus  under  "Property
Acquisitions"  and is incorpor  ated herein by  reference.  Registrant  will not
invest in or acquire any other properties.

            For the years ended December 31, 1997, 1996 and 1995,  revenues from
Pavilion  accounted for  approximately  98.7%,  98.8% and 98.6%  respectively of
Registrant's gross revenues.

Competition

            The real estate  business is highly  competitive  and  Pavilion  has
active competition from similar properties in the vicinity. Registrant will also
experience  competition  for  potential  buyers at such time as it seeks to sell
Pavilion.

Employees

            Services  are  performed  by  Registrant's  employees at Pavilion by
eight full-time and one part time on site personnel. The personnel are under the
direct supervision of a local  unaffiliated  management company which in turn is
supervised by the General Partner.  Salaries for such on-site personnel are paid
by  Registrant  or by the  local  unaffiliated  man  agement  company  from fees
received from Registrant.  The General Partner also provides certain supervisory
property management services to Registrant under a management agree ment.


                      Page 1

<PAGE>



Tax Legislation

            The Tax Reform Act of 1986 (the "1986  Act"),  which was  enacted on
October 22, 1986, requires that losses from "passive activities" (which includes
any rental  activity) may only offset income from "passive  activities"  Passive
losses in excess of passive  income 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  Unitholders  from
other sources.

            The Revenue Act of 1987 (the "1987 Act") was enacted on December 22,
1987  and  provides  certain  adverse  tax  consequences  for  "publicly  traded
partnerships." A "publicly traded partnership" is defined as a partnership whose
interests are traded on an established  securities market or readily tradable on
a secondary market (or the substantial  equivalent thereof).  Such a partnership
will be taxed as a  corporation  (unless  at least  90% of its  gross  income is
derived from certain passive sources, such as real property rents, divi dends or
interest)  and  each  tax-exempt  entity  acquiring  an  interest  in  any  such
partnership  after  December  17,  1987  will  have  all  of  its  share  of the
partnership's  income attributable to interests acquired after such date treated
as unrelated  business income.  In addition,  the income from such a partnership
would  be  treated  as other  than  passive  income,  and  losses  from any such
partnership could only be offset by income from the same partnership.


The  Revenue  Act of 1987  adopted  provisions  which have an adverse  impact on
investors in a "publicly traded partnership." A "publicly traded partnership" 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  such,  (i)  it  may  be  taxed  as a
corporation,  (ii)  qualified  plans and other  entities  exempt  from  taxation
acquiring  interests in the  Partnership  after  December 17, 1987 would have to
treat income derived from the Partnership as unrelated business income, with the
result  that the  limited  partnership  interests  would be less  attractive  to
tax-exempt  investors (and therefore  could be less  marketable) or (iii) income
derived from an  investment  in the  Partnership  would be treated as other than
passive income,  in which case losses from the Partnership  could only be offset
by income from the same  partnership.  The IRS has 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 a
"publicly  traded  partnership."  Interests in the Partnership are not listed or
quoted  for  trading  on an  established  securities  exchange.  However,  it is
possible  that  transfers  of  interests  could occur in a  secondary  market in
sufficient  amount and  frequency  to cause the  Partnership  to be treated as a
"publicly  traded   partnership."  The  Partnership  has  adopted  a  policy  of
prohibiting  transfers in secondary market transactions unless,  notwithstanding
such transfers,  the Partnership  will satisfy at least one of the safe harbors.
Such a  restriction  could  impair the ability of an investor to  liquidate  its
investment  quickly.  It is  anticipated  that such policy will remain in effect
until such time,  if ever, as further  clarification  of the Revenue Act of 1987
permits the Partnership to lessen the scope of these  restrictions.  The General
Partner,  if so authorized,  will take such steps as are  necessary,  if any, to
prevent  the   reclassification   of  the  Partnership  as  a  "publicly  traded
partnership."



                      Page 2

<PAGE>



Item 2.  Properties

            The sole  property  owned and operated by Registrant is the Pavilion
Apartments (the "Project"),  a 312 Unit garden apartment  complex located at 401
Executive Center Drive, West Palm Beach, Florida. Registrant will not acquire or
invest  in any other  properties.  Registrant  acquired  a 50%  interest  in the
Pavilion on December 31, 1984, and the remaining 50% on January 1, 1985. It owns
Pavilion in fee ownership, subject to a first mortgage.

              Pavilion,  constructed  in 1972, is located on a 15 acre tract and
consists of 312 apartment units containing  286,500 square feet of rentable area
in 11 low-rise  buildings.  Rental  units are  available  in one,  two and three
bedroom plans. There are 108 one-bedroom apartments,  44 two- bedroom apartments
with one bath, 116 two-bedroom  apartments with two baths,  and 44 three-bedroom
apartments.  Ground  amenities  include a heated  swimming pool,  lighted tennis
courts,  basketball and  shuffle-board  courts,  and a clubhouse with game room,
saunas, lounge and outdoor barbecues.  An equipped children's playground is also
provided.

            The  apartments in the Project are available for rent to residential
tenants,  generally  under one year  leases.  No tenant  occupies  more than one
apartment in the Pavilion  except for the West Palm Beach Recovery  Center which
occupies  8 Units.  Each of such  units was  leased at the then  current  market
rents. With  substantially all tenants occupying their apartments under one year
leases, it is anticipated that leases for all apartments will expire each year.
The current rent schedule for leases is as follows:


   Unit Size1    Monthly Rent2
---------------- --------------
    1/BR/1B        $509/$539
---------------- --------------
    2 BR/1B        $599/$629
---------------- --------------
    2 BR/2B        $609/$649
---------------- --------------
    3 BR/2B        $729/$759
---------------- --------------

            In the  opinion of the  management  of  Registrant,  the  Project is
adequately covered by insurance.


First  Mortgage:  The existing first  mortgage  affecting the Project is held of
record by  Greenwich  Capital  Financial  Products,  Inc.,  and serviced by Bank
United of Texas FSB,  Houston,  Texas. As of December 31, 1996, the mortgage had
an unpaid  principal  balance of  approximately  $4,856,968.  This  mortgage was
closed on March 31, 1994,  and  refinanced the former first mortgage held by The
Bank of Tokyo.  At that  time,  a new loan  secured by a first  mortgage  on the
project was obtained from the Long Beach Bank, FSB, Orange,  California,  in the
amount of $5,000,000. This loan provides for a term of ten (10) years
--------
1BR = Bedroom; B = Bathroom
                 2Varies depending on location of unit in the Project.

                      Page 3

<PAGE>



with an interest rate of 9.75% per annum. The loan is repayable in equal monthly
installments  of $44,556.87 for principal and interest,  with a balloon  payment
due in March 2004.  At maturity a balance of  approximately  $4,215,000  will be
due. The loan requires deposits with the lender for real estate taxes, insurance
premiums, a debt service reserve of one month's payment, as well as deposits for
replacement  reserves  for the  project.  These  deposits  are held in  interest
bearing  accounts  for the  benefit of  Registrant.  The loan is not  prepayable
during the first five  years of its term,  and  thereafter  is  prepayable  with
payment of a penalty based upon a "rate protection"  formula for the lender. The
loan  requires  consent of the holder to the  transfer  or sale of the  Pavilion
Apartments and to certain  transfers of ownership  interests in Registrant.  For
the complete terms and provisions of this loan see Exhibits 10(m) through 10(s).

                      Page 4

<PAGE>



            The  following  table  sets  forth the  components  of the  Pavilion
Apartments upon which depreciation, for Federal Tax purposes, is taken:


       Item           Tax Basis       Rate         Method         Life
------------------- ------------- ------------- ------------- ------------
Building               $6,897,424      5%           ACRS            18 yrs
------------------- ------------- ------------- ------------- ------------
Improvements             $192,596     3.6%          MACRS         27.5 yrs
------------------- ------------- ------------- ------------- ------------
Improvements             $528,798     Fully          SL             10 yrs
                                   Depreciated
------------------- ------------- ------------- ------------- ------------
Furniture/Fixtures     $1,048,378     Fully         ACRS             5 yrs
                                   Depreciated
------------------- ------------- ------------- ------------- ------------
Furniture/Fixtures        $27,578    Various        MACRS            7 yrs
------------------- ------------- ------------- ------------- ------------
Furniture/Fixtures         $5,149     Fully         MACRS            7 yrs
                                   Depreciated
------------------- ------------- ------------- ------------- ------------
Improvements               $8,646     .15%          MACRS         27.5 yrs
------------------- ------------- ------------- ------------- ------------
Improvements               $6,185     .46%          MACRS         27.5 yrs
------------------- ------------- ------------- ------------- ------------

            Ad Valorem Real Estate taxes for the 1997  calendar year were in the
amount of $206,881.91  which was based upon an assessed  valuation of $7,978,200
and the following millage rates:


      Taxing Authority:           Millage
                                   rate:
------------------------------ -------------
County                                4.6000
------------------------------ -------------
School State                          6.4270
------------------------------ -------------
School Local                          2.6330
------------------------------ -------------
City of West Palm Beach               8.5369
------------------------------ -------------
So Fl Water Management Dist.          0.5970
------------------------------ -------------
Children's Services Council           0.4530
------------------------------ -------------
F.I.N.D.                              0.0500
------------------------------ -------------
PBC Health Care District              1.1600
------------------------------ -------------
Everglades Construction Project       0.1000
------------------------------ -------------
County - Debt                         0.2666
------------------------------ -------------
School - Debt                         0.4970
------------------------------ -------------
City of West Palm Beach - Debt        0.6104
------------------------------ -------------
Total:                         25.9309
------------------------------ -------------

------------------------------ -------------
            In addition a  non-advalorem  assessment of $16,426.53 was levied by
the Solid Waste Authority against the Pavilion. The aggregate tax of $223,308.44
was paid in the discounted amount of $214,376.10 in November 1997.

Item 3.  Legal Proceedings

            There are no material legal proceedings pending against or involving
Regis trant or Pavilion.

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

            No matters were  submitted to a vote of security  holders during the
1997 calendar year.





                                PART II

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

            Units  of  the  Registrant  are  not  publicly   traded  nor  is  it
anticipated  that a public trading market will develop for the Units.  On and as
of December 31, 1997,  beneficial  interests in an aggregate of 1,843 Units were
acquired  from the  unaffiliated  holders  thereof,  by three third parties at a
price of $75 per Unit,  pursuant to a tender offer filed with the Securities and
Exchange Commission.  As of March 15, 1998, there were approximately 669 holders
owning an aggregate  of 16,788  Units.  The General  Partner has  established  a
policy of limiting transfers of Units in secondary market  transactions  unless,
notwithstanding  such  transfers,  the  Partnership  will  satisfy  one or  more
applicable  safe harbors  prescribed  by the Internal  Revenue  Service to avoid
having the Partnership  classified as a publicly traded  partnership which could
have adverse tax effects on limited  partners.  In order to comply with the safe
harbor provisions, the transfer of Units may be restricted.

            There were no distributions  per Unit of Registrant  during the 1985
fiscal year. The Registrant distributed $3.01 per Unit for the 1986 fiscal year,
$4.63 per Unit for 1987,  $6.59  per Unit for  1988,  $14.72  per Unit for 1989,
$7.75 per Unit for 1990, and $1.97 per Unit for the first quarter of 1991. There
were no distributions made for the second, third or fourth quarters of 1991, for
1992,  or for  1993.  Distributions  aggregating  $5.19  and $5.64 per Unit were
distributed for 1994 and 1995 respectively, and a distribution of $1.54 was made
for the first  quarter of 1996.  No  distributions  were made for the  remaining
quarters of 1996,  during which period all available  cash flow was utilized for
work being done on the Pavilion  Apartments.  Distributions of $1.30,  $2.40 and
$1.83  were  made  for  the  first  three  quarters  of  1997  respectively.  No
distribution  was made for the fourth quarter of 1997 as all available cash flow
was utilized for capital improvements at the Pavilion Apartments.


                      Page 5

<PAGE>



            There are no material legal  restrictions  set forth in Registrant's
Limited Part nership  Agreement,  annexed to the Prospectus as Exhibit A thereto
("Partnership Agree ment"), upon Registrant's  present or future ability to make
distributions.

Item 6.   Selected Financial Information

            The information set forth below presents selected  financial data of
Registrant.  Additional  financial  information  is set  forth  in  the  audited
financial statements and footnotes contained herein.
<TABLE>

                                            Years Ended
                                            December 31,

                          1997         1996          1995         1994        1993
                         ----         ----          ----         ----        ----
<S>                    <C>         <C>           <C>          <C>         <C>       
  Total Assets         $7,258,818  $7,448,953    $7,756,871   $8,022,290  $7,976,563
  ------------         ----------  ----------    ----------   ----------  ----------
  Mortgage Note Payable$4,793,033  $4,856,968    $4,914,986   $4,967,636  $4,648,456
  -------------------------------  ----------    ----------   ----------  ----------
  Revenue              $2,040,543  $1,852,877    $1,841,892   $1,817,308  $1,724,052
  -------              ----------  ----------    ----------   ----------  ----------
  Interest Expense -     $470,769    $476,199      $481,611     $438,481    $335,989
  ------------------     --------    --------      --------     --------    --------
  Mortgages
  ---------
  Net [Loss]            ($50,582)   ($270,996)    ($121,682)   ($241,357)    ($8,756)
                                   ----------    ----------   ----------    --------
  Net Cash Provided by   $280,140     $51,495       $116,822     $30,551    $368,766
                         --------     -------       --------     -------    --------
  Operating Activities
  Net Cash [Used] in     ($80,481)   ($10,336)       ($2,687)   ($45,228)   ($18,139)
  ------------------    ---------   ---------       --------   ---------   ---------
  Investing Activities -
  Capital Expenditures
  Net Cash [Used] in    ($157,710)   ($89,899)     ($146,425)    ($9,026)  ($240,102)
  ------------------   ----------   ---------     ----------    --------   ---------
  Financing Activities
  --------------------
  (Loss) Per Limited      ($2.98)     ($15.98)       ($7.18)     ($14.23)     ($0.52)
  ------------------      -------    --------        -------     --------    -------
  Partnership Unit
  ----------------

  Distributions Per         $5.53       $1.88        $5.53        $4.96           --
  -----------------         -----       -----        -----        -----      -------
  Limited Partnership
  -------------------
  Unit
  ----

  Weighted Average         16,788      16,788       16,788       16,788      16,788
  ----------------         ------      ------       ------       ------      ------
  Number of Limited
  -----------------
  Partnership Units
  -----------------
  Outstanding
  -----------

</TABLE>



                      Page 6

<PAGE>



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

Liquidity and Capital Resources

            As of the present date,  Registrant owns one Property,  the Pavilion
Apart ments, and does not intend to acquire any other property.

            As  of  May  1,  1986,   Registrant  admitted  as  Limited  Partners
purchasers of 16,783 Units.  Total capital raised was  $8,391,500.  In addition,
Registrant  received  accrued  interest  on the escrow  account in the amount of
$82,471.  Thus  proceeds  from the  admission  of  Limited  Partners  aggregated
$8,473,971.

            The Pavilion  Apartments are owned by Registrant  subject to a first
mortgage  loan in the original  principal  amount of  $5,000,000.  This loan was
obtained  from Long Beach Bank in March 1994,  to refinance  the previous  first
mortgage  affecting the property.  (See "First Mortgage" above for a description
of the terms of this loan).

            Registrant  anticipates  that  cash  flow  from  Pavilion  should be
sufficient to permit the  Partnership to make the monthly  payments on the first
mortgage  due  prior to  maturity  and to meet  Registrant's  monthly  operating
expenses,  however,  should  there  be  a  significant  decrease  in  Pavilion's
occupancy or rental rates,  there can be no assurance that  Registrant  would be
able to obtain sufficient funds to make such payments.

            Registrant  distributed  $3.01  per Unit for the 1986  fiscal  year,
$4.63 per Unit for 1987,  $6.59  per Unit for  1988,  $14.72  per Unit for 1989,
$7.75 per Unit for 1990, and $1.97 per Unit for the first quarter of 1991. There
were no distributions made for the second, third or fourth quarters of 1991, for
1992, or for 1993. Distributions  aggregating $5.19 and $5.64 per Unit were made
for 1994 and 1995  respectively,  and a  distribution  of $1.54 was made for the
first quarter of 1996. No distributions  were made for the remaining quarters of
1996.  The  reduction  in  distributions  in the years from 1989  through  1991,
resulted from decreasing  interest rates and the reduced  occupancy levels which
the Pavilion  Apartments  experienced.  When there was cash flow  available  for
distribution  during  1992  and  1993,  no  distributions  were  made to  retain
available  cash  which  might  be  required  for  use  in  connection  with  the
refinancing  of the existing first  mortgage.  During the last three quarters of
1996 all  available  cash flow was  utilized for work being done on the Pavilion
Apartments. (See "Operations - 1996 Fiscal Year" below). Distributions of $1.30,
$2.40 and $1.83 were made for the first three quarters of 1997 respectively.  No
distribution  was made for the fourth quarter of 1997 as all available cash flow
was  utilized  for  capital  improvements  at  the  Pavilion  Apartments.   (See
"Operations - 1997 Fiscal Year" below).

                      Page 7

<PAGE>






OPERATIONS

            Registrant  has operated the  Pavilion  Apartments,  located in West
Palm Beach, Florida, since January 1985.

Management Agreement

            The  Pavilion  Apartments  are  currently  managed by M.L.  Property
Management Inc., an unaffiliated  property manager,  under a five year agreement
which  commenced in December  1993.  The  agreement  will also  terminate on the
earlier sale or disposition of the Pavilion Apartments.

1997 Fiscal Year

            Rental Income for the year ended  December 31, 1997,  was $2,040,543
as compared with  $1,852,877  for the 1996 calendar year. The increase in income
in 1997 reflected  increased  rental rates for apartments at the project as well
as substantially  decreased vacancies at the property.  Rental allowances,  were
still  being  utilized  to  attracted  tenants to the  Pavilion,  and were again
reduced slightly during 1997.  Occupancy rates at the project held in the low to
mid 90% range for the 1997 year. As of March 16, 1998,  the Pavilion  Apartments
had  sixteen  apartments  out of 312  available  for rent.  These 16  apartments
represent  8 of  21  presently  vacant  apartments  and 8 of  an  additional  11
apartments  where the  tenants  have  given  notice of their  intent to  vacate.
Thirteen  of the vacant  apartments  and three of the  apartments  scheduled  to
become  vacant have  already been rented.  In addition  three  tenants are under
eviction  notices.  The 21  apartments  presently  vacant  equates to a physical
occupancy of 93.3%.

            Cost of  Rental  Income,  consisting  mainly of real  estate  taxes,
repairs and maintenance and utilities, decreased in 1997 to $665,541 as compared
to the 1996 cost of $749,911.  This  decrease  reflected  the  significant  work
completed in 1996, and the resulting reduction in the work required during 1997.
This  reduction  was  offset by an  increase  in water and sewer  charges at the
Pavilion.

            Selling,  General and Administrative  Expenses for 1997 increased to
$711,636  from  $645,114  in  1996.  This  increase  resulted  principally  from
increases  in payroll  expenses  and real  estate  commissions.  The real estate
commissions were paid for tenant referrals from unaffiliated  sources which have
not been  utilized in prior years,  and which  helped to increase the  occupancy
levels at the  Pavilion  Apartments.  Insurance  costs  showed a reduction  as a
result of better rates from a change in the company  providing  such coverage to
the Project.


                      Page 8

<PAGE>



1996 Fiscal Year

            Rental Income for the year ended  December 31, 1996,  was $1,852,877
as compared with  $1,841,892  for the 1995 calendar year. The increase in income
in 1996 reflected slightly increased rental rates for apartments at the project.
These increases were offset to some extent by greater vacancies at the property.
Rental  allowances,  utilized to attracted  tenants to the Pavilion were reduced
slightly during 1996. Occupancy rates at the project held in the high 80% to the
low 90% range for the 1996 year. As of March 12, 1996,  the Pavilion  Apartments
had 7 apartments out of 312 available for rent.  These 7 apartments  represent 4
of 20 presently vacant  apartments and 4 of an additional 9 apartments where the
tenants  have given  notice of their  intent to vacate.  Seventeen of the vacant
apartments  and five of the  apartments  scheduled to become vacant have already
been  rented.  In  addition  one tenant in one  apartment  is under an  eviction
notice,  and this  apartment has already been rented for occupancy  upon gaining
possession.  The 20 apartments  presently vacant equates to a physical occupancy
of 93.6%.

            Cost of  Rental  Income,  consisting  mainly of real  estate  taxes,
repairs and maintenance and utilities, increased in 1996 to $749,911 as compared
to  the  1995  cost  of  $615,759.  This  increase  resulted  primarily  from  a
significant  amount of work done to improve  the  overall  rentability  and curb
appeal of the Pavilion.  The following is a summary of some of the extraordinary
items and associated costs completed in 1996.


   Repainting including cleaning and        $72,320
           caulking of all buildings
------------------------------------    -----------
Pool remarcite                               $7,143
------------------------------------    -----------
Re-roof patios                              $11,850
------------------------------------    -----------
Gutter replacement                             $478
------------------------------------    -----------
Clubhouse - Cabinet replacement                $900
------------------------------------    -----------
Clubhouse - Window replacement               $3,761
------------------------------------    -----------
Clubhouse - bath window replacement            $628
------------------------------------    -----------
Replace dumpster enclosures                  $4,475
------------------------------------    -----------
Replace fencing - pool and tennis court      $4,238
------------------------------------    -----------
Replace project signage                      $2,209
------------------------------------    -----------
Total:                                     $108,002
------------------------------------    -----------

            Selling,  General and Administrative  Expenses for 1996 increased to
$645,114  from  $618,436  in  1995.  This  increase  resulted  principally  from
increases  in  payroll   expenses  and   professional   fees.  The  increase  in
professional fees resulted  principally from adjustments required to correct for
under-accruals for such fees incurred during the 1995 calendar year.


INFLATION

            As of the present date,  inflation has not had a major impact on the
operations  of the  Partnership.  It is  anticipated  that future  increases  in
operating expenses will be offset if not exceeded by corresponding  increases in
operating income.


                      Page 9

<PAGE>



Item 8.  Financial Statements and Supplementary Data


                      FJS Properties Fund I, L.P.

                          Financial Statements



                                 INDEX

                                                     Page
                                                   Number

Independent Auditor's Report...........................12

Financial statements

     Balance Sheets as of December 31, 1997 and 1996...13

     Statements of Operations for the years ended
               December 31, 1997, 1996 and 1995........14

     Statements of Partners' Capital [Deficit] for the 
               years ended December 31, 1997, 1996 and
               1995....................................15

     Statements of Cash Flows for the years ended
               December 31, 1997, 1996 and  1995 ......16

     Notes To Financial Statements .................17-19

Independent Auditor's Report on Supplementary
               Schedules ..............................20

Real Estate and Accumulated Depreciation...............21

                      Page 10

<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


To the Partners of
FJS Properties Fund I, L.P.
New York, New York



         We have audited the accompanying  balance sheets of FJS Properties Fund
I,  L.P.  as of  December  31,  1997 and 1996,  and the  related  statements  of
operations, partners' capital, and cash flows for each of the three years in the
period  ended   December  31,  1997.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of FJS Properties Fund
I, L.P. as of December 31, 1997 and 1996,  and the results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
1997, in conformity with generally accepted accounting principles.








                                       MOORE STEPHENS, P. C.
                                       Certified Public Accountants.

Cranford, New Jersey
February 6, 1998

                      Page 11

<PAGE>



------------------------------------------------------------------------------


------------------------------------------------------------------------------
<TABLE>

                                                                  December 31,
                                                             1 9 9 7       1 9 9 6
Assets:
Current Assets:
<S>                                                        <C>          <C>        
  Cash and Cash Equivalents                                $  535,546   $   493,597
  Cash - Escrow                                                97,661       182,875
  Cash - Security Deposits                                    121,878       121,167
  Other Current Assets                                         35,971         1,430
                                                           ----------   -----------

  Total Current Assets                                        791,056       799,069
                                                           ----------   -----------

Property Investment:
  Land                                                      2,296,804     2,296,804
  Buildings                                                 6,569,125     6,569,125
  Furniture, Fixtures and Building Improvements             1,818,365     1,737,884
                                                           ----------   -----------
  Totals - At Cost                                         10,684,294    10,603,813
  Less:  Accumulated Depreciation                          (4,507,327)   (4,262,710)
                                                           ----------   -----------

  Property Investment - Net                                 6,176,967     6,341,103
                                                           ----------   -----------

Other Assets                                                  290,795       308,781
                                                           ----------   -----------

  Total Assets                                             $7,258,818   $ 7,448,953
                                                           ==========   ===========

Liabilities and Partners' Capital:
Current Liabilities:
  Accounts Payable                                         $   97,300   $    79,843
  Accrued Interest                                             38,944        38,922
  Other Accrued Expenses                                        6,423         7,225
  Accounts Payable - Related Party                             26,138        18,224
  Tenant Security Deposits                                    121,878       121,167
  Mortgage Payable - Current Portion                           70,455        63,935
  Deferred Income - Current Portion                             7,142         7,142
                                                           ----------   -----------

  Total Current Liabilities                                   368,280       336,458
                                                           ----------   -----------

Long-Term Liabilities:
  Mortgage Payable - Non-Current Portion                    4,722,578     4,793,033
  Deferred Income - Non-Current Portion                        32,141        39,286
                                                           ----------   -----------

  Total L0ong-Term Liabilities                              4,754,719     4,832,319
                                                           ----------   -----------

Partners' Capital:
  General Partner                                          (1,214,501)   (1,213,057)
  Limited Partners                                          3,350,320     3,493,233
                                                           ----------   -----------

  Total Partners' Capital                                   2,135,819     2,280,176
                                                           ----------   -----------

  Total Liabilities and Partners' Capital                  $7,258,818   $ 7,448,953
                                                           ==========   ===========
</TABLE>

The Accompanying Notes are an Integral Part of These Financial Statements.

                      Page 12

<PAGE>



FJS PROPERTIES FUND I, L.P.
------------------------------------------------------------------------------


STATEMENTS OF OPERATIONS
------------------------------------------------------------------------------
<TABLE>



                                                        Y e a r s   e n d e d
                                                       D e c e m b e r   3 1,
                                                   1 9 9 7     1 9 9 6     1 9 9 5
                                                   -------     -------     -------

<S>                                             <C>         <C>         <C>        
Rental Income                                   $ 2,040,543 $ 1,852,877 $ 1,841,892
Cost of Rental Income                               665,541     749,911     615,759
                                                ----------- ----------- -----------

  Gross Profit                                    1,375,002   1,102,966   1,226,133
                                                ----------- ----------- -----------

Expenses:
  Selling, General and Administrative Expenses      711,626     645,114     618,436
  Depreciation and Amortization                     269,025     275,295     273,863
                                                ----------- ----------- -----------

  Total Expenses                                    980,651     920,409     892,299
                                                ----------- ----------- -----------

  Operating Income                                  394,351     182,557     333,834
                                                ----------- ----------- -----------

Other [Income] and Expenses:
  Interest Income                                   (25,836)    (22,646)    (26,095)
  Interest Expense                                  470,769     476,199     481,611
                                                ----------- ----------- -----------

  Total Other Expenses - Net                        444,933     453,553     455,516
                                                ----------- ----------- -----------

  Net [Loss]                                    $   (50,582)$  (270,996)$  (121,682)
                                                =========== =========== ===========

  [Loss] Per Limited Partnership Unit           $     (2.98)$    (15.98)$     (7.18)
                                                =========== =========== ===========

  Distributions Per Limited Partnership Unit    $      5.53 $      1.88 $      5.53
                                                =========== =========== ===========

  Weighted Average Number of Limited
   Partnership Units Outstanding                     16,788      16,788      16,788
                                                =========== =========== ===========

</TABLE>


The Accompanying Notes are an Integral Part of These Financial Statements.



                      Page 13

<PAGE>



FJS PROPERTIES FUND I, L.P.
------------------------------------------------------------------------------


STATEMENTS OF PARTNERS' CAPITAL
------------------------------------------------------------------------------

<TABLE>



                                                   General     Limited
                                                   Partner    Partners      Total

<S>                            <C>              <C>         <C>         <C>        
  Partners' Capital - December 31, 1994         $(1,207,876)$ 4,006,386 $ 2,798,510

Net [Loss] for the year ended December 31, 1995      (1,216)   (120,466)   (121,682)

Distributions to Partners                              (936)    (92,839)    (93,775)
                                                ----------- ----------- -----------

  Partners' Capital - December 31, 1995          (1,210,028)  3,793,081   2,583,053

Net [Loss] for the year ended December 31, 1996      (2,710)   (268,286)   (270,996)

Distributions to Partners                              (319)    (31,562)    (31,881)
                                                ----------- ----------- -----------

  Partners' Capital - December 31, 1996          (1,213,057)  3,493,233   2,280,176

Net [Loss] for the year ended December 31, 1997        (506)    (50,076)    (50,582)

Distributions to Partners                              (938)    (92,837)    (93,775)
                                                ----------- ----------- -----------

  Partners' Capital - December 31, 1997         $(1,214,501)$ 3,350,320 $ 2,135,819
                                                =========== =========== ===========


</TABLE>

The Accompanying Notes are an Integral Part of These Financial Statements.



                      Page 14

<PAGE>



FJS PROPERTIES FUND I, L.P.
------------------------------------------------------------------------------


STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------

<TABLE>

                                                        Y e a r s   e n d e d
                                                       D e c e m b e r   3 1,
                                                   1 9 9 7     1 9 9 6     1 9 9 5
                                                   -------     -------     -------

Operating Activities:
<S>                                             <C>         <C>         <C>         
  Net [Loss]                                    $   (50,582)$  (270,996)$  (121,682)
                                                ----------- ----------- -----------
  Adjustments to Reconcile Net [Loss] to Net
   Cash Provided by Operating Activities:
   Depreciation                                     244,617     250,887     249,455
   Amortization                                      24,408      24,408      24,408
   Deferred Income                                   (7,142)     (3,572)         --

  Changes in Assets and Liabilities:
   [Increase] Decrease in:
     Escrow                                          85,210    (106,591)    (70,168)
     Security Deposits                                 (711)      1,200          42
     Other Current Assets                           (34,541)     99,610      32,080
     Other Assets                                    (6,421)         --          --

   Increase [Decrease] in:
     Accounts Payable and Accrued Expenses           16,677      15,074      (8,805)
     Accounts Payable - Related Party                 7,914      (7,325)     11,934
     Tenant Security Deposits                           711      (1,200)        (42)
     Deferred Income                                     --      50,000        (400)
                                                ----------- ----------- -----------

   Total Adjustments                                330,722     322,491     238,504
                                                ----------- ----------- -----------

  Net Cash - Operating Activities                   280,140      51,495     116,822
                                                ----------- ----------- -----------

Investing Activities:
  Capital Expenditures                              (80,481)    (10,336)     (2,687)
                                                ----------- ----------- -----------

Financing Activities:
  Principal Payments on Mortgages                   (63,935)    (58,018)    (52,650)
  Cash Distributions to Partners                    (93,775)    (31,881)    (93,775)
                                                ----------- ----------- -----------

  Net Cash - Financing Activities                  (157,710)    (89,899)   (146,425)
                                                ----------- ----------- -----------

  Net Increase [Decrease] in Cash and Cash
   Equivalents                                       41,949     (48,740)    (32,290)

Cash and Cash Equivalents - Beginning of Years      493,597     542,337     574,627
                                                ----------- ----------- -----------

  Cash and Cash Equivalents - End of Years      $   535,546 $   493,597 $   542,337
                                                =========== =========== ===========
</TABLE>

Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest during the years ended December 31, 1997, 1996 and 1995
was $470,790, $476,639 and $482,033, respectively.

The Accompanying Notes are an Integral Part of These Financial Statements.

                      Page 15

<PAGE>



FJS PROPERTIES FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS
------------------------------------------------------------------------------


[1] Organization

FJS Properties  Fund I, L.P. [the  "Partnership"]  was formed under the Delaware
Revised Uniform Limited Partnership Act on October 5, 1984. The Partnership owns
and operates the Pavilion apartment complex in West Palm Beach, Florida.

[2] Summary of Significant Accounting Policies

Loan  Acquisition  Fees - The Partnership  amortizes fees incurred in connection
with mortgage  refinancings  utilizing the straight-line method over the term of
the related mortgage, which is currently ten years.

Income Taxes - The  Partnership  is treated as a partnership  for federal income
tax purposes.  The  Partnership  will make no provision for income taxes because
all income and losses will be allocated  to the partners for  inclusion in their
respective tax returns.

Property  Investment and  Depreciation - Property,  improvements,  furniture and
equipment are carried at cost and depreciated over their estimated useful lives.
The  cost  of  maintenance  and  repairs  are  expensed  as  incurred,   whereas
significant   betterments   and  renewals  are   capitalized.   The  Partnership
depreciates  buildings using the straight-line  method over 30 years.  Furniture
and fixtures and building  improvements are depreciated  using the straight-line
method over periods from 3 to 10 years.

Depreciation  expense for the years ended  December 31, 1997,  1996 and 1995 was
$244,617, $250,887 and $249,455, respectively.

For tax purposes,  the Partnership  depreciates  residential real property using
the 18-year accelerated depreciation method for property placed in service prior
to May 8, 1985. In accordance with ongoing changes in the Internal Revenue Code,
the Partnership will utilize the depreciation  method,  which, in the opinion of
the Managing General Partner, will be the most beneficial to the Partnership.

Cash Equivalents - The Partnership  considers all highly liquid investments with
original maturities of three months or less to be cash equivalents.

Financial  Instruments - The  Partnership  has amounts on deposit with financial
institutions which are approximately  $456,000 in excess of the amounts insured.
The partnership does not require collateral for financial instruments.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Advertising - The Company  expenses  advertising  cost as incurred.  Advertising
expense  for the years  ended  December  31,  1997,  1996 and 1995 was  $36,036,
$40,279 and $42,562, respectively.

Impairment  - Certain  long-term  assets of the Company  including  property and
furniture  and  fixtures  are  reviewed at least  annually  as to whether  their
carrying  value  has  become  impaired,  pursuant  to  guidance  established  in
Statement of Financial  Accounting  Standards ["SFAS"] No. 121,  "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
Of."  Management  considers  assets to be impaired if the carrying value exceeds
the future  projected  cash  flows from  related  operations  [undiscounted  and
without interest charges].  If impairment is deemed to exist, the assets will be
written  down to fair value or  projected  discounted  cash  flows from  related
operations.   Management  also  re-evaluates  the  periods  of  amortization  to
determine whether subsequent events and circumstances  warrant revised estimates
of useful lives.

                      Page 16

<PAGE>



FJS PROPERTIES FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS, Sheet #2
------------------------------------------------------------------------------



[3] Partnership Agreement

Pursuant to the terms of the Partnership  Agreement,  which expires December 31,
2009,  the  General  Partner  is  liable  for  all  general  obligations  of the
Partnership to the extent not paid by the Partnership.  The Limited Partners are
not liable for expenses,  liabilities or obligations of the  Partnership  beyond
the amount of their contributed capital.

Pursuant  to  the  terms  of  the  Partnership  Agreement,  adjusted  cash  from
operations is allocated,  after payment of the Partnership Management Fee to the
Managing  General  Partner,  99% to the Limited  Partners  and 1% to the General
Partner.

Pursuant to the terms of the Partnership Agreement,  taxable income and loss are
allocated 99% to the Limited  Partners and 1% to the General Partner  subsequent
to the release of the Limited Partners' funds to the Partnership, which occurred
on May 1,  1986.  Prior to the  release of funds,  taxable  income and loss were
allocated 99% to the General Partner and 1% to the Original Limited Partner.

Pursuant to the terms of the Partnership Agreement, allocations of net income or
loss among the partners in the accrual  basis  financial  statements  will be in
conformity with the allocations of taxable income or loss from operations.

[4] Other Assets

A summary of other assets is as follows:
                                                December 31,
                                             1 9 9 7     1 9 9 6
                                             -------     -------

Cash in Escrow [See Note 5]               $   117,240 $   112,184
Loan Acquisition Fees - Net of Amortization
  of $91,031 and $66,623 at December 31, 1997
  and 1996, Respectively                      153,065     177,472
Deposits                                       20,490      19,125
                                          ----------- -----------

  Totals                                  $   290,795 $   308,781
  ------                                  =========== ===========

[5] Mortgage Payable

On March 31, 1994, the  Partnership  refinanced the existing first mortgage loan
held  by  the  Bank  of  Tokyo.   A  new  loan  in  the  amount  of  $5,000,000,
collateralized  by a first  mortgage lien on the project,  was obtained from the
Long Beach Bank, FSB, Orange,  California.  This loan is for a term of ten years
with an interest rate of 9.75% per annum. The loan is repayable in equal monthly
installments of $44,557 for principal and interest with a balloon payment due in
ten years. The new loan requires deposits with the lender for real estate taxes,
insurance  premiums,  a debt service reserve of one month's payment,  as well as
deposits for replacement reserves for the project. These amounts are included in
"cash escrow" and "other  assets" on the balance  sheet.  In June 1995, the loan
was  transferred  to Bank United of Texas.  Monthly  payments and interest  rate
remained the same.

                      Page 17

<PAGE>



FJS PROPERTIES FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS, Sheet #3
------------------------------------------------------------------------------



[5] Mortgage Payable [Continued]

Annual principal  maturities under the total existing mortgage for the next five
years are as follows:

1998                                  $   70,455
1999                                      77,640
2000                                      85,557
2001                                      94,282
2002                                     103,897
Thereafter                             4,361,202
                                      ----------

  Total Mortgage Payable              $4,793,033

The fair value of the  Partnership's  mortgage  payable,  which is determined by
discounting  expected cash flows based on the  Partnership's  projected  current
incremental borrowing rate, is approximately $5,100,000.

[6] Related Party Transactions

The Managing General Partner,  pursuant to the Partnership Agreement, has earned
Property  Management  Fees of $101,144,  $95,505 and $92,096 for the years ended
December 31, 1997, 1996 and 1995,  respectively,  of which $80,915,  $76,404 and
$73,677,  respectively,  was paid to an  unaffiliated  Florida based  management
company. These fees are based on a percentage of net rental income as defined in
the agreement.

Also pursuant to the  Partnership  Agreement,  the Managing  General Partner has
earned  Partnership  Management Fees of $3,912,  $1,364 and $3,899 for the years
ended December 31, 1997,  1996 and 1995,  respectively,  which  represents 4% of
adjusted cash flow.

Additionally,  in accordance with provisions of the Partnership  Agreement,  the
Partnership is committed to pay to the Managing General Partner,  administrative
service fees. These fees amounted to $24,000 in each of the years ended December
31, 1997,1996 and 1995

The Managing General Partner received distributions from cash flow of $938, $319
and $936 during the years ended December 31, 1997, 1996 and 1995, respectively.

[7] Income Taxes

The reconciliation of net losses as reported in the statements of operations and
as would be reported  for tax  purposes  for the years ended  December 31, 1997,
1996 and 1995 are as follows:

                                                 D e c e m b e r   3 1,
                                          -----------------------------
                                             1 9 9 7     1 9 9 6     1 9 9 5
                                             -------     -------     -------

Net [Loss] - Statement of Operations      $   (50,582)$  (270,996)$  (121,682)

Tax depreciation in excess of book 
  depreciation                                (60,049)   (111,588)   (133,051)
                                          ----------- ----------- -----------
  Net [Loss] for Tax Purposes             $  (110,631)$  (382,584)$  (254,733)
  ---------------------------             =========== =========== ===========




                  .   .   .   .   .   .   .   .   .   .   .   .

                      Page 18

<PAGE>



                         INDEPENDENT AUDITOR'S REPORT ON
                             SUPPLEMENTARY SCHEDULE

To the Partners of
  FJS Properties Fund I, L.P.
  New York, New York


            Our report on the  financial  statements of FJS  Properties  Fund I,
L.P. is included on page 12 of this Form 10-K. In connection  with our audits of
such financial statements,  we have also audited the related financial statement
Schedule III.

            In our opinion,  the financial statement schedule referred to above,
when considered in relation to the basic financial  statements taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.









                                          MOORE STEPHENS, P.C.
                          Certified Public Accountants.

Cranford, New Jersey
February 6, 1998



                      Page 19

<PAGE>



FJS PROPERTIES FUND I, L.P.
------------------------------------------------------------------------------


SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
------------------------------------------------------------------------------
<TABLE>



                                                        Gross Amount at Which
                    Initial Cost to Partnership      Carried at Close of Period

                                                                                                                            Life on
                                                       Costs                                                                 Which
                                                    Capitalized                                      [3]                Depreciation
                                         Buildings  Subsequent            Buildings                Accumu-                 in Latest
                                             and  to Acquisition              and                   lated   Year of          Income
                                           Improve-                        Improve-     [1] [2]    Depreci- Construc- Date Statement
  Description      Encumbrances    Land     ments  Improvements    Land      ments       Total       ation   tion Acquired  Computed


Pavilion Apartments,
  West Palm Beach,
<S>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>        <C>    <C>     <C>     
  Florida           $4,914,986 $2,296,804 $7,196,789 $1,129,903 $2,296,804 $8,387,490 $10,684,294 $4,507,327 1972   1/85    3-30 yrs
                    ========== ========== ========== ========== ========== ========== =========== ==========

1)  The aggregate cost for federal income tax purposes is $8,775,552.
2)  A reconciliation of the carrying amount of land, buildings and improvements as of December 31, 1997, 1996 and 1995 is as 
    follows:
</TABLE>


                                          C o s t   a s   o f
                                         D e c e m b e r   3 1,
                                    1 9 9 7     1 9 9 6     1 9 9 5
                                    -------     -------     -------

  Balance at Beginning of Years  $10,603,813  $10,593,478  $10,590,791

   Improvements                       80,481       10,335        2,687
                                 -----------  -----------  -----------

  Balance at End of Years        $10,684,294  $10,603,813  $10,593,478
                                 ===========  ===========  ===========
<TABLE>

3)  A reconciliation of accumulated depreciation for the years ended December 31, 1997, 1996 and 1995 is as follows:

                                   Accumulated Depreciation as of
                                        D e c e m b e r   3 1,
                                   1 9 9 7     1 9 9 6     1 9 9 5
                                   -------     -------     -------
<S>                              <C>         <C>         <C>       
  Balance at Beginning of Years  $4,262,710  $4,011,823  $3,762,368

   Depreciation Expense             244,617     250,887     249,455
                                 ----------  ----------  ----------

  Balance at End of Years        $4,507,327  $4,262,710  $4,011,823

</TABLE>



                      Page 20

<PAGE>




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

            Registrant has no officers or directors.  FJS Properties,  Inc., the
General Partner,  manages and controls the Registrant's  affairs and has general
responsibility and ultimate authority in all matters affecting its business. The
names and ages of, as well as the positions  held by, the officers and directors
of the General Partner are as follows:


NAME                       AGE     OFFICES HELD              SERVED AS AN
                                                             OFFICER AND/OR
                                                             DIRECTOR SINCE
Andrew C. Alson             52     President and Director             1/85
Roger Barnett               53     Secretary and Treasurer            1/88
Lawrence E. Bathgate II     58     Director                          10/84
Robert E. Brennan           54     Director                          10/84

            There are no family  relationships  between any executive officer or
director and any other executive officer or director of the General Partner.


Andrew C. Alson is a director and President of the General Partner.  Until 
May, 1995, Mr. Alson was a Director of and until January 1, 1993, was President 
and Chief Executive Officer of PriMedex Health Systems, Inc. ("PMDX"), a public 
company which is principally engaged through its wholly-owned subsidiary,  
RadNet Management, Inc. in the healthcare services industry.  Until 
June 16, 1994, Mr. Alson, as a designee of PMDX, also served as a director of 
ImmunoTherapeutics, Inc. ("IMNO").  IMNO is a publicly owned development stage 
Minnesota based company which is engaged in the research and development of 
immunotherapeutic drugs, primarily for the treatment of cancer.  Mr. Alson is an
attorney admitted to the bar of the State of New York, and is a graduate of the 
University of Pennsylvania and the Fordham University School of Law.


Roger Barnett is the  Secretary/Treasurer of the General Partner. Mr. Barnett is
the president of First Jersey Securities, Inc., a post he assumed in April 1987.
For more than five years prior to such date, Mr. Barnett was treasurer and chief
financial officer of First Jersey. Until May 1995 Mr. Barnett was a director of,
and until May 1994 was Secretary/Treasurer of Primedex Health Systems, Inc.


Lawrence E. Bathgate, II is a director of the General Partner.  Mr. Bathgate is 
the senior partner of Bathgate, Wegener & Wolf, P.A., a law firm in Lakewood and
Newark, New Jersey.  Mr. Bathgate is a graduate of Villanova University, 
Villanova, Pennsylvania and Rutgers Law School, Newark, New Jersey.  Mr. 
Bathgate also engages in extensive real estate and other investment activities. 
Mr. Bathgate owns 20% of the common stock of the General Partner. Mr. Bathgate 
is a director of Carson, Inc., a publicly held company listed on the New York 
Stock Exchange.


Robert E.  Brennan is a director of the General  Partner.  Mr.  Brennan has been
principally  engaged for the past five years as the sole  stockholder (and until
September, 1986, was Chief Executive Officer and Chairman of the Board) of First
Jersey.  Until June 10, 1997 he was the sole stockholder and a director of First
Jersey.  (See description of appointment of a Trustee below). He has in the past
held several additional corporate positions,  including until November 1995, but
not presently,  director,  Chairman of the Board and Chief Executive  Officer of
International  Thoroughbred Breeders,  Inc. ("ITB"), a publicly owned commercial
breeder  of  thoroughbred  horses  and the owner and  operator  of Garden  State
Racetrack in Cherry Hill, New Jersey.  Mr. Brennan was, but is not presently,  a
principal  stockholder  of ITB. Mr.  Brennan has served from time to time during
the past five years,  but not presently,  as a member of the Board of Regents of
Seton Hall  University.  Until the  appointment  of Mr.  Conway as  Trustee,  as
described below, Mr. Brennan was controlling stockholder of the General Partner.

                      Page 21

<PAGE>




On June 19, 1995, Judge Richard Owen,  District Judge of the United States Court
for the  Southern  District  of New York issued his opinion and on July 14, 1995
entered a judgment in a lawsuit commenced in 1985 by the Securities and Exchange
Commission  (the  "Commission")  against Robert E. Brennan and First Jersey (the
"Defendants").  In its  opinion  and  judgment,  the court  determined  that the
Defendants,  with respect to sales and resales of the securities of five issuers
(not those of the Partnership), charged excessive markups and markdowns to First
Jersey  customers and thereby  violated  ss.17(a) of the  Securities Act of 1933
(the "Securities Act") and ss.10(b) of the Securities  Exchange Act of 1934 (the
"Exchange  Act") and violated  Rule 10b-5 in that they engaged in fraud in those
transactions.  As a result,  the court permanently  enjoined the Defendants from
further  violations of Securities  Act ss.17(a),  Exchange Act ss.10(b) and Rule
10b-5.


In  addition  the  court  ordered  that the  Defendants  disgorge  an  aggregate
$22,288,099 of profits together with $49,251,521 of prejudgment  interest (as of
December 31, 1994). The court also ordered the appointment of a special agent to
examine the records of First Jersey for the period from November 1, 1982 through
January 31, 1987 for the purpose of determining whether excessive markups and/or
markdowns were charged to First Jersey customers beyond those proved at trial.


On appeal to the Federal 2nd Circuit  Appeals  court,  this  judgment was upheld
with the exception of the appointment of the special agent which was reversed. A
petition  for  rehearing  which was filed with the 2nd Circuit was denied.  As a
result of the  judgment,  on August 7, 1995,  Robert E. Brennan and First Jersey
filed voluntary  petitions for relief in the United States  Bankruptcy Court for
the District of New Jersey under Chapter 11 of the Bankruptcy Code.


In October 1997, the United States Supreme Court denied Certiorari in this case,
ending all appeals available to Robert E. Brennan and First Jersey.


On June 10, 1997, United States Bankruptcy Judge Kathryn C. Ferguson appointed
Donald F. Conway, C.P.A. as the Trustee in the Chapter 11 Bankruptcy Proceeding 
involving Robert E. Brennan as Debtor, pending in the United States Bankruptcy 
Court for the District of New Jersey (Case No 95-35502).


By virtue of his  appointment  as Trustee,  Mr. Conway is empowered to vote (and
with the  approval  of the Court),  to sell Mr.  Brennan's  Common  Stock and to
direct the  disposition  of the sale proceeds.  As a result Mr.  Conway,  in his
capacity  as  Trustee,  may be deemed a  beneficial  owner of such  shares and a
controlling person of FJS Properties, Inc. and Registrant.


Mr.  Conway is currently  and since 1995 has been a principal of Druker,  Rahl &
Fein,  Business  Consultants and Certified Public  Accountants,  with offices in
Princeton,  New Jersey.  From 1988 until 1995, Mr. Conway was the Senior Manager
of the Insolvency and  Reorganization  and Sports and Entertainment  practice of
Withum, Smith & Brown, a Princeton, New Jersey certified public accounting firm.


On  August  9,  1995,  the  State of New  Jersey  and the New  Jersey  Bureau of
Securities  instituted  a civil  action  against  Brennan,  Barnett  and  others
alleging,  inter alia, securities fraud and racketeering activity. The complaint
seeks injunctive relief,  restitution and civil monetary  penalties.  Defendants
deny any violations of law and intend to vigorously  defend against this action.
No assurances can be given as to the outcome of this matter.


All of the  directors  will hold  office  until the next  annual  meeting of the
stockholders of the General  Partner and until their  successors are elected and
qualified.


Compliance with Section 16(a) of the Exchange Act
            Based  solely  upon a review  of Forms 3 and 4 (17 CFR  249.103  and
249.104) and any amendments  thereto furnished to Registrant under Rule 16a-3(d)
(17 CFR 240.16a-3(e) or written  representations  received by Registrant that no
Forms  5 were  required,  Registrant  believes  that  there  were  no  officers,
directors  or  beneficial  owners  of  more  than  10% of any  class  of  equity
securities of Registrant  registered pursuant to Section 12, that failed to file
on a timely basis any reports  required by Section  16(a) during the most recent
fiscal years.


                      Page 22

<PAGE>



Item 11.  Executive Compensation

            The Registrant is not required to pay and did not pay any 
remuneration to the officers and directors of the General Partner.  See Item 12,
"Certain Relationships and Related Transactions."

Item 12.  Security Ownership of Certain Beneficial Owners and Management

            The Family  Trust,  a New Jersey  trust,  which was  established  by
Robert  Brennan,  but as to  which  Mr.  Brennan  is  neither  a  Trustee  nor a
Beneficiary,  owns 1,558 Units (9.28%).  No other person was known by Registrant
to own  beneficially  more than 5% of the  outstanding  Units of Registrant.  No
directors,  officers or partners of the General  Partner own Units of Registrant
except for the five Units owned by Mr. Bathgate, as the initial limited partner.

                      Ownership of more than 5% of Registrant:

(1)                Title of Class (2) Name and (3)  Amount  and (4)  Percent  of
                   Class Address of Beneficinature of Beneficial
                         Owner            Ownership
------------------ ------------------ ------------------ ------------------
 Units of Limited   The Family Trust  1,558 Units - legal      9.28%
   Partnership      340 North Avenue  and beneficial owner
                   Cranford, NJ 07016
------------------ ------------------ ------------------ ------------------

            As of March 1,  1998,  Robert E.  Brennan,  Chapter  11  Debtor  and
Lawrence E. Bathgate,  II were the sole  shareholders of the common stock of the
General Partner, owning 80% and 20% respectively.  As described above under Item
10,  Donald F.  Conway,  CPA,  has been  appointed  as Trustee in the Chapter 11
Bankruptcy  Proceeding  involving  Robert E.  Brennan as Debtor.  Mr.  Conway is
empowered  to vote (and with the approval of the Court),  to sell Mr.  Brennan's
Common Stock and to direct the disposition of the sale proceeds. As a result Mr.
Conway,  in his capacity as Trustee,  may be deemed a  beneficial  owner of such
shares and a controlling person of FJS Properties, Inc. and Registrant.

Item 13.  Certain Relationships and Related Transactions

            During  Registrant's fiscal years ended December 31, 1997, 1996 and,
1995,  the  General  Partner  and  certain  affiliated  entities  have earned or
received  compensation  or payments for services from  Registrant or its General
Partner as follows:

                      Page 23

<PAGE>




                                                    Reimbursement/Compensation


Name of Recipient   Capacity in Which served or   1997     1996      1995
-----------------   Payment Received             
                    ---------------------------
                                                -------- --------- --------
FJS Properties, Inc.General Partner3
                                                    $938      $319     $936
                                                -------- --------- --------

                    Partnership Management Fee    $3,912    $1,364   $3,899
                                                -------- --------- --------

                    Property Management Fee4     $20,229   $19,101  $18,419
                                                -------- --------- --------

                    Administrative Expenses5     $24,000   $24,000   24,000
                                                -------- --------- --------

Lawrence E. Bathgate Initial Limited Partner6        $28        $9      $28
                                                -------- --------- --------

Other Officers/
Directors            Officer/Director of             $0         $0       $0
of General Partner   General Partner
                                                -------- --------- --------
In addition,  certain  officers and  directors  of the General  Partner  receive
compensation  from the General Partner,  First Jersey and/or its affiliates (but
not from  Registrant) for services  performed for various  affiliated  entities,
which may include services performed for Registrant.
----------------------
                    3 Represents the General Partner's interest in Adjusted Cash
                    From Operations.  Under Registrant's  Partnership  Agreement
                    99% of the  Net  Income  and  Net  Loss  of  Registrant  was
                    allocated to the Limited  Partners  and 1% was  allocated to
                    the General Partner.  Pursuant thereto,  for the years ended
                    December 31,  1997,  1996,  and 1995,  $1,106,  $3,826,  and
                    $2,547 of the Registrant's taxable loss was allocated to FJS
                    Properties, Inc. For further information,  reference is made
                    to the  material  contained  in  the  Prospectus  under  the
                    heading "MANAGEMENT COMPENSATION."


                    4The following property management fees were applicable to 
                    the years 1997, 1996 and 1995:
                                                           Paid to Local
                                    Aggregate  Retained by  Unaffiliated
                                   Management   By General   Management
                      Year             Fee       Partner      Company
                      ----         ----------  -----------   -----------
                    1997           $  101,144    $20,229      $80,915
                    1996           $   95,505    $19,101      $76,404
                    1995           $   92,096    $18,419      $73,677

                    In  addition,  the  local  unaffiliated  management  company
                    received  construction  supervision  fees of $19,605  during
                    1996, for  supervision of outside  construction  work at the
                    Pavilion Apartments.

                    5 Represents  administrative  fees for the respective  years
                    for  preparation of the annual Forms 10K and quarterly Forms
                    10Q for  Registrant  for  filing  with  the  Securities  and
                    Exchange Commission. Such charges are in accordance with and
                    pursuant to  ss.10.1.3(b)  of the  Partnership  Agreement of
                    Registrant  and do not exceed  90% of the amount  Registrant
                    would  be  required  to  pay  to  independent   parties  for
                    comparable  administrative  services in the same  geographic
                    location.


                    6 Represents  distribution  of Adjusted Cash From Operations
                    attributable  to the five Units Owned by Mr.  Bathgate.  For
                    the years ended December 31, 1997,  1996, and 1995,  $32.62,
                    $112.81  and  $75.10 of the  Registrant's  taxable  loss was
                    allocated to his Units.

                      Page 24

<PAGE>



                                 PART IV

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

                  (a)  1&2 Financial Statements:  See Index to Financial 
                       Statements in Item 8.

                  (a)  3   Exhibits:

                        3.4 (a)  Agreement of Limited  Partnership,  dated as of
                        April 30, 1985,  incorporated  by reference to Exhibit A
                        to the  Prospectus  of  Registrant  dated June 10,  1985
                        included in Registrant's  Registration Statement on Form
                        S-11 (Reg. No. 2-93980).

                        (b)  Amendment to Agreement of Limited Partnership dated
                        as of October 22, 1985 incorporated by reference to 
                        Exhibit 3A.1 to Registrant's Registration Statement on 
                        Form S-11 (Reg. No. 2-93980).

                        (c) Amendment to Agreement of Limited  Partnership dated
                        as of October 22,  1985,  incorporated  by  reference to
                        Exhibit  3.4(c) to  Registrant's  Annual  Report on Form
                        10-K for the fiscal year ended December 31, 1986 (File
                        No 2-93980).

                        (d) Amendment to Agreement of Limited Partnership, dated
                        as of March  24,  1987,  incorporated  by  reference  to
                        Exhibit  3.4(d) to  Registrant's  Annual  Report on Form
                        10-K for the fiscal year ended December 31, 1987 (File
                        No 2-93980).

                        (e) Amendment No. 1 to Amended and Restated  Certificate
                        of Limited  Partnership,  dated as of August  17,  1987,
                        incorporated   by   reference   to  Exhibit   3.4(e)  to
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended December 31, 1987 (File No 2-93980).

                        10. (a) Acquisition  and Disposition  Agreement dated as
                        of May 2, 1986 between  Registrant  and FJS  Properties,
                        Inc.,  incorporated  by  reference  to  Exhibit  10A  to
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended December 31, 1986 (File No. 2- 93980).

                        (b)  Management  Services  Agreement  dated as of May 2,
                        1986  between  Registrant  and  FJS  Properties,   Inc.,
                        incorporated by reference to Exhibit 10B to Registrant's
                        Annual  Report on Form 10-K for the  fiscal  year  ended
                        December 31, 1986 (File No. 2-93980).

                        (c) Contract for Sale and  Purchase  dated  December 17,
                        1984, between Rockwell Investments, Ltd. and Registrant,
                        incorporated by reference to Exhibit 10D to Registrant's
                        Registration Statement on Form S-11 (Reg. No.
                        2-93980.)

                        (d)  Contract for Sale and Purchase dated December 17, 
                        1984, between Vinsteve Investments Inc., Jimstein 
                        Investments, Ltd., Barwell Corporation, N.W. and 
                        Registrant, incorporated by reference to Exhibit 10E to
                        Registrant's Registration Statement on Form S-11 (Reg.
                        No. 2-93980.)

                        (e) Mortgage and Security  Agreement  dated September 9,
                        1987, by FJS Properties Fund I, L.P., as mortgagor,  and
                        The Bank of Tokyo,  Ltd.,  Miami  Agency,  as mortgagee,
                        incorporated   by   reference   to   Exhibit   10(g)  to
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended December 31, 1987 (File No 2-93980).

                        (f)  Mortgage  Note,  dated  September  9, 1987,  by FJS
                        Properties  Fund I, L.P.  as maker to The Bank of Tokyo,
                        Ltd., Miami Agency, as payee in the

                      Page 25

<PAGE>



                        principal   amount  of   $5,000,000,   incorporated   by
                        reference to Exhibit 10(h) to Registrant's Annual Report
                        on Form 10-K for the fiscal year ended December 31, 1987
                        (File No 2-93980).

                        (g)  Modification  of  Note,   Mortgage  and  Assignment
                        Agreement,  dated as of September  9, 1992,  between FJS
                        Properties  Fund I, L.P. as  Mortgagor,  and The Bank Of
                        Tokyo, Ltd., Miami Agency, as Mortgagee  incorporated by
                        reference to Exhibit 10(g) to Registrant's Annual Report
                        on Form 10-K for the fiscal year ended December 31, 1987
                        (File No 0-15755).

                        (h)  Modification  of  Note,   Mortgage  and  Assignment
                        Agreement,  dated as of November 10,  1992,  between FJS
                        Properties  Fund I, L.P. as  Mortgagor,  and The Bank Of
                        Tokyo, Ltd., Miami Agency, as Mortgagee  incorporated by
                        reference to Exhibit 10(h) to Registrant's Annual Report
                        on Form 10-K for the fiscal year ended December 31, 1987
                        (File No 0-15755).

                        (i)  Modification  of  Note,   Mortgage  and  Assignment
                        Agreement,  dated  as of March  31,  1993,  between  FJS
                        Properties  Fund I, L.P. as  Mortgagor,  and The Bank of
                        Tokyo, Ltd., Miami Agency, as Mortgagee  incorporated by
                        reference to Exhibit 10(i) to Registrant's Annual Report
                        on Form 10-K for the fiscal year ended December 31, 1987
                        (File No 0-15755).

                        (j)  Renewal  Note,  dated March 31,  1993,  made by FJS
                        Properties  Fund  I,  L.P.  to the  Bank of  Tokyo,  Ltd
                        incorporated   by   reference   to   Exhibit   10(j)  to
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended December 31, 1987 (File No 0-15755).

                        (k) Property  Management  Agreement  made as of December
                        1993,  between FJS Properties Fund I, L.P.,  Owner,  and
                        M.L.   Property   Management,   Inc.,   Managing  Agent,
                        incorporated   by   reference   to   Exhibit   10(k)  to
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended December 31, 1993 (File No 0-15755).

                        (l) Third Modification of Note,  Mortgage and Assignment
                        Agreement  dated as of February  28,  1994,  between FJS
                        Properties  Fund I, L.P.  and The Bank of  Tokyo,  Ltd.,
                        incorporated   by   reference   to   Exhibit   10(l)  to
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended December 31, 1993 (File No 0-15755).

                        (m) Multifamily  Note, dated March 29, 1994, made by FJS
                        Properties  Fund I, L.P. to Long Beach Bank, FSB, in the
                        principal   amount  of   $5,000,000,   incorporated   by
                        reference to Exhibit 10(m) to Registrant's Annual Report
                        on Form 10-K for the fiscal year ended December 31, 1993
                        (File No 0-15755).

                        (n)  Multifamily  Mortgage,   Assignment  of  Rents  and
                        Security  Agreement and Fixture Filing,  dated March 29,
                        1994,  made by FJS Properties Fund I, L.P. to Long Beach
                        Bank, FSB, incorporated by reference to Exhibit 10(n) to
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended December 31, 1993 (File No 0-15755).

                        (o) Assignment of Leases,  dated March 29, 1994, made by
                        FJS  Properties  Fund I, L.P. to Long Beach  Bank,  FSB,
                        incorporated   by   reference   to   Exhibit   10(o)  to
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended December 31, 1993 (File No 0-15755).

                        (p) Operations and Maintenance Agreement dated March 29,
                        1994, between FJS Properties Fund I, L.P. and Long Beach
                        Bank, FSB, incorporated by reference to Exhibit 10(p) to
                        Registrant's  Annual  Report on Form 10-K for the fiscal
                        year ended December 31, 1993 (File No 0-15755).


                      Page 26

<PAGE>



                        (q) Debt Service Reserve Fund Security Agreement,  dated
                        March 29, 1994,  between FJS Properties Fund I, L.P. and
                        Long Beach Bank,  FSB,  incor  porated by  reference  to
                        Exhibit 10(q) to Registrant's Annual Report on Form 10-K
                        for the fiscal  year ended  December  31,  1993 (File No
                        0-15755).

                        (r) Replacement  Reserve and Security  Agreement,  dated
                        March 29, 1994,  between FJS Properties Fund I, L.P. and
                        Long Beach Bank,  FSB,  incor  porated by  reference  to
                        Exhibit 10(r) to Registrant's Annual Report on Form 10-K
                        for the fiscal  year ended  December  31,  1993 (File No
                        0-15755).

                        (s)  Completion/Repair  and  Security  Agreement,  dated
                        March 29, 1994,  between FJS Properties Fund I, L.P. and
                        Long Beach Bank,  FSB,  incor  porated by  reference  to
                        Exhibit 10(s) to Registrant's Annual Report on Form 10-K
                        for the fiscal  year ended  December  31,  1993 (File No
                        0-15755).

                  (b) Reports on Form 8-K filed  during the last  quarter of the
fiscal year:

                                        None.
          Financial Statement Schedules Filed Pursuant to Item 13(B)

                  See Index to Financial Statements in Item 8.


                      Page 27

<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.

                                       FJS PROPERTIES FUND I, L.P.
                                       FJS PROPERTIES, INC.
                                       General Partner

Dated:  March 24, 1998                       By:  Andrew C. Alson
                                                -----------------
                                                Andrew C. Alson, President

     Pursuant to the  requirements  of the  Securities and 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.


Dated:  March 24, 1998                      By:  Robert E. Brennan
                                               -------------------
                                                Robert E. Brennan, Director
                                                of the General Partner


Dated:  March 24, 1998                      By:  Lawrence E. Bathgate, II
                                               --------------------------
                                                Lawrence E. Bathgate, II
                                                Director of the General
                                                Partner


Dated:  March 24, 1998                      By:  Andrew C. Alson
                                               -----------------
                                                Andrew C. Alson, President
                                                and Director of the General
                                                Partner (Principal Executive
                                                Officer)


Dated:  March 24, 1998                      By:  Roger Barnett
                                               ---------------
                                                Roger Barnett, Secretary
                                                and Treasurer of the
                                                General Partner (Principal
                                                Financial and Accounting
                                                Officer)

                 Page S-1