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,
                    1998
                                       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. [ ]

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.

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  December  31, 1997,  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  incorporated  herein by  reference.  Registrant  will not
invest in or acquire any other properties.

            For the years ended December 31, 1998, 1997 and 1996,  revenues from
Pavilion  accounted for approximately  98.4%,  98.7%, and 98.8%  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 nine
full-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  management  company from fees received from Registrant.  The
General Partner also provides certain  supervisory  property management services
to Registrant under a management agreement.

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,  dividends 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.


                                     Page 1

<PAGE>



            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."

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, and Country Nights which occupies 2 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           $519/$549
                         2 BR/1B           $619/$649
                         2 BR/2B           $639/$679
                         3 BR/2B           $759/$799

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

--------
1BR = Bedroom; B = Bathroom
2Varies depending on location of unit in the Project.

                                 Page 2

<PAGE>



        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, 1998, the mortgage
had an unpaid principal balance of approximately  $4,722,579.  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 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).

         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        $  207,427         3.6%          MACRS     27.5 yrs

 Improvements        $  528,798   Fully Depreciated    SL         10 yrs

 Furniture/Fixtures  $1,048,378   Fully Depreciated   ACRS         5 yrs

 Furniture/Fixtures  $  204,639        Various        MACRS      5/7 yrs

 Furniture/Fixtures  $    6,635   Fully Depreciated   MACRS        7 yrs

 Improvements        $    5,639         1.2%          MACRS     27.5 yrs

 Improvements        $    6,185         2.9%          MACRS     27.5 yrs

 Improvements        $    5,071         .15%          MACRS     27.5 yrs

         Ad Valorem  Real Estate  taxes for the 1998  calendar  year were in the
amount of $187,348.66  which was based upon an assessed  valuation of $7,300,000
and the following millage rates:

          Taxing Authority:                            Millage rate:
          County                                          4.6000
          School State                                    6.5470
          School Local                                    2.6320
          City of West Palm Beach                         8.3129
          So Fl Water Management Dist.                    0.5970
          Children's Services Council                     0.4403
          F.I.N.D.                                        0.0470
          PBC Health Care District                        1.0500
          Everglades Construction Project                 0.1000
          County - Debt                                   0.2582
          School - Debt                                   0.5030
          City of West Palm Beach - Debt                  0.5768

                                                 Total:   25.6642


                                 Page 3

<PAGE>



         In addition a non-advalorem  assessment of $18,671.82 was levied by the
Solid Waste Authority against the Pavilion. The aggregate tax of $206,020.48 was
paid in the discounted amount of $197,779.66 in November 1998.

Item 3.  Legal Proceedings

         There are no material legal  proceedings  pending  against or involving
Registrant 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 1998
calendar year.

                                 Page 4

<PAGE>




                                 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, 1999, 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.  Distributions
of $2.70,  $2.62, $0.91 and $2.19 (disbursed in February 1999) were made for the
respective quarters of 1998.

         There are no  material  legal  restrictions  set forth in  Registrant's
Limited  Partnership  Agreement,  annexed to the Prospectus as Exhibit A thereto
("Partnership  Agreement"),  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,
                                   1998        1997        1996        1995        1994
                                   ----        ----        ----        ----        ----

<S>                            <C>         <C>         <C>         <C>         <C>
Total Assets                   $7,076,729  $7,258,818  $7,448,953  $7,756,871  $8,022,290
Mortgage Note Payable          $4,722,579  $4,793,033  $4,856,968  $4,914,986  $4,967,636
Revenue                        $2,081,901  $2,040,543  $1,852,877  $1,841,892  $1,817,308
Interest Expense - Mortgages   $  463,687  $  470,769  $  476,199  $  481,611  $  438,481
Net Profit [Loss]              $   34,952  $  (50,582) $ (270,996) $ (121,682) $ (241,357)
Net Cash Provided by
  Operating Activities         $  233,981  $  280,140  $   51,495  $  116,822  $   30,551
Net Cash [Used] in Investing
  Activities - Capital
  Expenditures                 $ (134,645) $  (80,481) $  (10,336) $   (2,687) $  (45,228)
Net Cash [Used] in Financing
  Activities                   $ (176,100) $ (157,710) $  (89,899) $ (146,425) $   (9,026)
Profit (Loss) Per Limited
  Partnership Unit             $     2.06  $    (2.98) $   (15.98) $    (7.18) $   (14.23)
Distributions Per Limited
  Partnership Unit             $     6.23  $     5.53  $     1.88  $     5.53  $     4.96
Weighted Average Number of
  Limited Partnership Units
  Outstanding                      16,788      16,788      16,788      16,788      16,788
 </TABLE>

                                        Page 5

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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
Apartments, 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.  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).
Distributions of $2.70, $2.62, $0.91 and $2.19 (disbursed in February 1999) were
made for the respective quarters of 1998.

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
as extended in January 1999.  The agreement  will also  terminate on the earlier
sale or disposition of the Pavilion Apartments.

1998 Fiscal Year

            Rental Income for the year ended  December 31, 1998,  was $2,081,901
as compared with  $2,040,543  for the 1997 calendar year. The increase in income
in 1997  reflected  increased  rental  rates for  apartments  at the  project as
reduced by slightly increased vacancies at the property. Rental allowances, were
still  being  utilized  to  attracted  tenants  to the  Pavilion,  and  were  in
substantially the same amounts as experienced in the prior year. Occupancy rates
at the project  held in the low to mid 90% range for the 1998 year.  As of March
15, 1999, the Pavilion  Apartments  had sixteen  apartments out of 312 available
for rent.  These sixteen  apartments  represent  seven of nine presently  vacant
apartments and nine additional apartments where the tenants have given notice of
their intent to vacate. Two of the

                                     Page 6

<PAGE>



vacant apartments have already been rented. The nine apartments presently vacant
equates to a physical occupancy of 97.1%.

            Cost of  Rental  Income,  consisting  mainly of real  estate  taxes,
repairs and maintenance and utilities, decreased in 1998 to $625,402 as compared
to the 1997 cost of $665,541.  This decrease principally reflected reductions in
Real Estate Taxes as a result of a reduced assessed valuation of the project, as
well as a reduction in replacements at the Pavilion.

            Selling,  General and Administrative  Expenses for 1998 decreased to
$689,444  from  $711,626  in  1997.  This  decrease  resulted  principally  from
insurance  costs  which  showed a reduction  as a result of better  rates from a
change in the company providing such coverage to the Project.

            In  connection  with the  Tender  Offer made by  unaffiliated  third
parties  in  December  1997  for  Units  of  Limited  Partnership  Interests  of
Registrant, other income of $10,300 for transfer fees was received, and expenses
of $13,200 for  administrative  fees and  disbursements  in connection  with the
preparation  of  required   Securities  and  Exchange   Commission  filings  and
subsequent mailings to Limited Partners were incurred.  This resulted in the net
Other Expenses of $2,900 which appears in 1998.

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
$711,626  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.

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.

YEAR 2000 ISSUES

            Registrant  has reviewed its  operations  and has concluded that the
consequences  of Year  2000  issues  will  not  have a  material  effect  on the
company's business, results of operations or financial condition.

            With respect to information technology systems, these are limited to
record keeping and servicing,  and are not directly related to the furnishing of
apartments for rental at the Pavilion Apartments. Registrant has been advised by
its  vendors  that  the  software  packages  utilized  for  property  management
functions are Year 2000  compliant as upgraded in the normal course of business.
Software

                                     Page 7

<PAGE>



utilized for  Registrant's  partnership  bookkeeping have been reviewed and also
appear to be Year 2000 compliant.

            The  Pavilion  Apartments  do  not  have  any  significant  embedded
technologies  in use which would be anticipated to cause  significant  Year 2000
problems.

            Registrant does not anticipate the requirement for any extraordinary
measures  or  expenses  with  respect  to  operations  after  January  1,  2000.
Naturally,  no  assurances  can be made as to  unanticipated  Year 2000 problems
which may occur.

            We are unable to comment on Year 2000  readiness  of public  utility
suppliers such as electric,  gas, water and telephone, or on possible disruption
of  public  utility  service  to the  Pavilion  Apartments  or to other  similar
projects in the area.


                                     Page 8

<PAGE>




Item 8.  Financial Statements and Supplementary Data

                           FJS Properties Fund I, L.P.

                              Financial Statements



                                      INDEX

                                                                       Page
                                                                      Number

Independent Auditor's Report............................................10

Financial statements
  Balance Sheets as of December 31, 1998 and 1997.......................11

  Statements of Operations for the years ended
      December 31, 1998, 1997 and 1996..................................12

  Statements of Partners' Capital [Deficit] for the years ended
      December 31, 1998, 1997 and 1996..................................13

  Statements of Cash Flows for the years ended
      December 31, 1998, 1997 and  1996 ................................14

  Notes To Financial Statements ........................................15-18

Independent Auditor's Report on Supplementary Schedules.................19

Real Estate and Accumulated Depreciation................................20


                                     Page 9

<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, 1998 and 1997,  and the related  statements  of
operations, partners' capital, and cash flows for each of the three years in the
period  ended   December  31,  1998.   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, 1998 and 1997,  and the results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
1998, in conformity with generally accepted accounting principles.








                                          MOORE STEPHENS, P. C.
                                          Certified Public Accountants.

Cranford, New Jersey
February 4, 1999

                                      Page 10

<PAGE>



Item 8:  Financial Statements

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


BALANCE SHEETS
------------------------------------------------------------------------------



                                                             December 31,
                                                        1 9 9 8       1 9 9 7
Assets:
Current Assets:
  Cash and Cash Equivalents                           $  458,782   $   535,546
  Cash - Escrow                                          148,617        97,661
  Cash - Security Deposits                               125,397       121,878
  Other Current Assets                                    25,752        35,971
                                                      ----------   -----------

  Total Current Assets                                   758,548       791,056
                                                      ----------   -----------

Property Investment:
  Land                                                 2,296,804     2,296,804
  Buildings                                            6,569,125     6,569,125
  Furniture, Fixtures and Building Improvements        1,953,010     1,818,365
                                                      ----------   -----------

  Totals - At Cost                                    10,818,939    10,684,294
  Less:  Accumulated Depreciation                     (4,772,099)   (4,507,327)
                                                      ----------   -----------

  Property Investment - Net                            6,046,840     6,176,967
                                                      ----------   -----------

Other Assets                                             271,341       290,795
                                                      ----------   -----------

  Total Assets                                        $7,076,729   $ 7,258,818
                                                      ==========   ===========

Liabilities and Partners' Capital:
Current Liabilities:
  Accounts Payable                                    $   66,582   $    97,300
  Accrued Interest                                        38,371        38,944
  Other Accrued Expenses                                   6,826         6,423
  Accounts Payable - Related Party                        19,707        26,138
  Tenant Security Deposits                               125,397       121,878
  Mortgage Payable - Current Portion                      77,641        70,455
  Deferred Income - Current Portion                        7,143         7,142
                                                      ----------   -----------

  Total Current Liabilities                              341,667       368,280
                                                      ----------   -----------

Long-Term Liabilities:
  Mortgage Payable - Non-Current Portion               4,644,938     4,722,578
  Deferred Income - Non-Current Portion                   25,000        32,141
                                                      ----------   -----------

  Total Long-Term Liabilities                          4,669,938     4,754,719
                                                      ----------   -----------

Partners' Capital:
  General Partner                                     (1,215,207)   (1,214,501)
  Limited Partners                                     3,280,331     3,350,320
                                                      ----------   -----------

  Total Partners' Capital                              2,065,124     2,135,819
                                                      ----------   -----------

  Total Liabilities and Partners' Capital             $7,076,729   $ 7,258,818
                                                      ==========   ===========

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

                                      Page 11

<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 8     1 9 9 7     1 9 9 6
                                                   -------     -------     -------

<S>                                             <C>         <C>         <C>
Rental Income                                   $ 2,081,901 $ 2,040,543 $ 1,852,877
Cost of Rental Income                               625,402     665,541     749,911
                                                ----------- ----------- -----------

  Gross Profit                                    1,456,499   1,375,002   1,102,966
                                                ----------- ----------- -----------

Expenses:
  Selling, General and Administrative Expenses      689,444     711,626     645,114
  Depreciation and Amortization                     289,180     269,025     275,295
                                                ----------- ----------- -----------

  Total Expenses                                    978,624     980,651     920,409
                                                ----------- ----------- -----------

  Operating Income                                  477,875     394,351     182,557
                                                ----------- ----------- -----------

Other [Income] and Expenses:
  Interest Income                                   (23,664)    (25,836)    (22,646)
  Interest Expense                                  463,687     470,769     476,199
  Other Expense                                       2,900          --          --
                                                ----------- ----------- -----------

  Other Expenses - Net                              442,923     444,933     453,553
                                                ----------- ----------- -----------

  Net Income [Loss]                             $    34,952 $   (50,582)$  (270,996)
                                                =========== =========== ===========

  Income [Loss] Per Limited Partnership Unit    $      2.06 $     (2.98)$    (15.98)
                                                =========== =========== ===========

  Distributions Per Limited Partnership Unit    $      6.23 $      5.53 $      1.88
                                                =========== =========== ===========

  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 12

<PAGE>



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


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


<TABLE>


                                                   General     Limited
                                                   Partner    Partners      Total

<S>                                             <C>         <C>         <C>
  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

Net Income for the year ended December 31, 1998         350      34,602      34,952

Distributions to Partners                            (1,056)   (104,591)   (105,647)
                                                ----------- ----------- -----------

  Partners' Capital - December 31, 1998         $(1,215,207)$ 3,280,331 $ 2,065,124
                                                =========== =========== ===========


</TABLE>

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



                                      Page 13

<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 8     1 9 9 7     1 9 9 6
                                                   -------     -------     -------

Operating Activities:
<S>                                             <C>         <C>         <C>
  Net Income [Loss]                             $    34,952 $   (50,582)$  (270,996)
                                                ----------- ----------- -----------
  Adjustments to Reconcile Net Income [Loss]
   to Net Cash Provided by Operating Activities:
   Depreciation                                     264,772     244,617     250,887
   Amortization                                      24,408      24,408      24,408
   Deferred Income                                   (7,142)     (7,142)     (3,572)

  Changes in Assets and Liabilities:
   [Increase] Decrease in:
     Escrow                                         (50,956)     85,210    (106,591)
     Security Deposits                               (3,519)       (711)      1,200
     Other Current Assets                            10,220     (34,541)     99,610
     Other Assets                                    (4,955)     (6,421)         --

   Increase [Decrease] in:
     Accounts Payable and Accrued Expenses          (30,886)     16,677      15,074
     Accounts Payable - Related Party                (6,432)      7,914      (7,325)
     Tenant Security Deposits                         3,519         711      (1,200)
     Deferred Income                                     --          --      50,000
                                                ----------- ----------- -----------

   Total Adjustments                                199,029     330,722     322,491
                                                ----------- ----------- -----------

  Net Cash - Operating Activities                   233,981     280,140      51,495
                                                ----------- ----------- -----------

Investing Activities:
  Capital Expenditures                             (134,645)    (80,481)    (10,336)
                                                ----------- ----------- -----------

Financing Activities:
  Principal Payments on Mortgages                   (70,453)    (63,935)    (58,018)
  Cash Distributions to Partners                   (105,647)    (93,775)    (31,881)
                                                ----------- ----------- -----------

  Net Cash - Financing Activities                  (176,100)   (157,710)    (89,899)
                                                ----------- ----------- -----------

  Net [Decrease] Increase in Cash and Cash
   Equivalents                                      (76,764)     41,949     (48,740)

Cash and Cash Equivalents - Beginning of Years      535,546     493,597     542,337
                                                ----------- ----------- -----------

  Cash and Cash Equivalents - End of Years      $   458,782 $   535,546 $   493,597
                                                =========== =========== ===========
</TABLE>

Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest during the years ended December 31, 1998, 1997 and 1996
was $464,260, $470,790 and $476,639, respectively.



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



                                      Page 14

<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.  The
Partnership operates under one reportable segment.

[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, 1998,  1997 and 1996 was
$264,772, 244,617, and $250,887, 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  had amounts on deposit with financial
institutions  which are  approximately  $471,000  and  $456,000 in excess of the
amounts  insured for December 31, 1998 and 1997,  respectively.  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,  1998,  1997 and 1996 was  $36,773,
$36,036 and $40,279, 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 15

<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 8     1 9 9 7

Cash in Escrow - Replacement Reserves
  [See Note 5]                                  $   120,900 $   117,240
Loan Acquisition Fees - Net of Amortization
  of $115,439 and $91,031 at December 31, 1998
  and 1997, Respectively                            128,656     153,065
Deposits                                             21,785      20,490
                                                ----------- -----------

  Totals                                        $   271,341 $   290,795
  ------                                        =========== ===========

[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 16

<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:

1999                                  $   77,641
2000                                      85,557
2001                                      94,282
2002                                     103,897
2003                                     114,492
Thereafter                             4,246,710
                                      ----------

  Total Mortgage Payable              $4,722,579

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 $4,629,000.

[6] Related Party Transactions

The Managing General Partner,  pursuant to the Partnership Agreement, has earned
Property  Management Fees of $103,806,  $101,144 and $95,505 for the years ended
December 31, 1998, 1997 and 1996,  respectively,  of which $83,045,  $80,915 and
$76,404,  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 $6,673,  $3,912 and $1,364 for the years
ended December 31, 1998,  1997 and 1996,  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, 1998, 1997 and 1996

The Managing  General Partner received  distributions  from cash flow of $1,056,
$938 and  $319  during  the  years  ended  December  31,  1998,  1997 and  1996,
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, 1998,
1997 and 1996 are as follows:

                                                 D e c e m b e r   3 1,
                                          -----------------------------------
                                             1 9 9 8     1 9 9 7     1 9 9 6
                                             -------     -------     -------

Net Income [Loss] - Statement of
 Operations                               $    34,952 $   (50,582)$  (270,996)

Tax depreciation in excess of book
 depreciation                                 (71,010)    (60,049)   (111,588)
                                          -----------  ---------- -----------

  Net Income [Loss] for Tax Purposes      $    36,058 $  (110,631)$  (382,584)
  ----------------------------------      =========== =========== ===========

                                     Page 17

<PAGE>



FJS PROPERTIES FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS, Sheet #4
------------------------------------------------------------------------------



[8] New Authoritative Pronouncements

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities,"  which is  effective  for  fiscal  years
beginning  after June 15, 1999.  SFAS No. 133 is not expected to have a material
impact on the Company.








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

                                     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 10 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 4, 1999



                                     Page 19

<PAGE>



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


SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
------------------------------------------------------------------------------


<TABLE>

                                                                         Gross Amount at Which                             Life on
                       Initial Cost to Partnership                   Carried at Close of Period                             Which
                                                       Costs                                                            Depreciation
                                                    Capitalized                                     [3]                   in Latest
                                         Buildings  Subsequent to          Buildings               Accumu-  Year           Income
                                            and     Acquisition               and                  lated     of           Statement
                                          Improve-                          Improve-    [1] [2]   Depreci- Construc- Date    is
  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 $8,522,135 $10,818,939 $4,772,099  1972    1/85  3-30 yrs.
                   ========== ========== ========== ========== ========== ========== =========== ==========

</TABLE>

1)  The aggregate cost for federal income tax purposes is $8,910,196.

2)   A  reconciliation  of the  carrying  amount of land,  buildings  and
     improvements as of December 31, 1998, 1997 and 1996 is as follows:

                                         C o s t   a s   o f
                                         ----------------------
                                        D e c e m b e r   3 1,
                                        ------------------------
                                    1 9 9 8     1 9 9 7     1 9 9 6
                                    -------     -------     -------

  Balance at Beginning of Years  $10,684,294 $10,603,813  $10,593,478

   Improvements                      134,645      80,481       10,335
                                 ----------- -----------  -----------

  Balance at End of Years        $10,818,939 $10,684,294  $10,603,813
                                 =========== ===========  ===========


3)  A reconciliation of accumulated depreciation for the years ended
    December 31, 1998, 1997 and 1996 is as follows:

                                  Accumulated Depreciation as of
                                  ------------------------------
                                       D e c e m b e r   3 1,
                                       ---------------   ----
                                   1 9 9 8   1 9 9 7     1 9 9 6
                                   -------   -------     -------

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

   Depreciation Expense             264,772    244,617    250,887
                                 ---------- ---------- ----------

  Balance at End of Years        $4,772,099 $4,507,327 $4,262,710
                                 ========== ========== ==========




                                      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

A Andrew C. Alson       53     President and Director            1/85
Roger Barnett           54     Secretary and Treasurer           1/88
Lawrence E. Bathgate II 59     Director                          10/84
Robert E. Brennan       55     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,  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, age 58, 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 other than as hereinafter noted
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.  As noted above,  as of June 10, 1997,  Donald F.
Conway  may be  deemed a  beneficial  owner  of 80% of the  general  partner  of
Registrant

                                     Page 22

<PAGE>



and a controlling person of FJS Properties,  Inc. and Registrant. Mr. Conway has
advised  that  no  filings  were  required  for a one  year  period  after  such
appointment, and it would appear that a filing was required to have been made in
June 1998.  Registrant  has not been advised of any filings by Mr.  Conway as of
February 23, 1999.

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:


                    (2) Name and  Address  (3)  Amount and nature of (4) Percent
(1) Title of Class   of Beneficial Owner    Beneficial Ownership       of Class
------------------   -------------------    --------------------       --------

Units of Limited    The Family Trust       1,558 Units - legal and      9.28%
 Partnership        340 North Avenue        beneficial owner
                    Cranford, NJ 07016

            As of March 1,  1999,  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.


                                     Page 23

<PAGE>




Item 13.  Certain Relationships and Related Transactions

            During  Registrant's fiscal years ended December 31, 1998, 1997 and,
1996,  the  General  Partner  and  certain  affiliated  entities  have earned or
received  compensation  or payments for services from  Registrant or its General
Partner as follows:
<TABLE>

                                                             Reimbursement/Compensation
Name of Recipient        Capacity in Which served or
                         Payment Received                     1998       1997     1996
                                                              ----       ----     ----

<S>                      <C>                                 <C>       <C>       <C>
FJS Properties, Inc.     General Partner3                    $ 1,056   $   938   $   319
                         Partnership Management Fee          $ 6,673   $ 3,912   $ 1,364
                         Property Management Fee4            $20,760   $20,229   $19,101
                         Administrative Expenses5            $24,000   $24,000   $24,000
                         Tender Offer Administrative Fees6   $ 9,000   $     0   $     0
Lawrence E. Bathgate II  Initial Limited Partner7            $    31   $    28   $     9
Other Officers/Directors
of General Partner       Officer/Director of General Partner $     0   $     0   $     0
</TABLE>

            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, 1998, 1997,
and 1996, $360, ($1,106), and ($3,826) of the Registrant's taxable income (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."

4  The following property management fees were applicable to the years 1998,
1997 and 1996:

         YEAR            Aggregate      Retained by          Paid to local
                      Management Fee    General Partner       unaffiliated
                                                           management company
         1998           $103,805           $20,760               $83,045
         1997           $101,144           $20,229               $80,915
         1996            $95,505           $19,101               $76,404

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   administrative   fees  for  review  of  tender  offer   filings,
preparation,  filing and mailings of required responsive Securities and Exchange
Commission  Filings and materials for mailings to Limited Partners.  As provided
in the  Partnership  Agreement of Registrant  such fees 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.

7 Represents  distribution of Adjusted Cash From Operations  attributable to the
five Units Owned by Mr.  Bathgate.  For the years ended December 31, 1998, 1997,
and 1996,  $10.63,  ($32.62),  and ($112.81) of the Registrant's  taxable income
(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  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).

                                     Page 25

<PAGE>



                  (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,  incor porated 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).

                  (q) Debt Service Reserve Fund Security Agreement,  dated March
                  29, 1994,  between FJS Properties  Fund I, L.P. and Long Beach
                  Bank,  FSB,  incorporated  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).


                                     Page 26

<PAGE>



                  (r) Replacement  Reserve and Security  Agreement,  dated March
                  29, 1994,  between FJS Properties  Fund I, L.P. and Long Beach
                  Bank,  FSB,  incorporated  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,   incorporated   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).

                  (t)  Extension of Property  Management  Agreement  dated as of
                  January 1, 1999,  by and between FJS  Properties  Fund I, L.P.
                  and ML Property Management Inc.

            (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 30, 1999              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 30, 1999              By:  Robert E. Brennan
                                    ------------------------------------
                                         Robert E. Brennan,
                                         Director of the General Partner

Dated:  March 30, 1999              By:  Lawrence E. Bathgate, II
                                    -----------------------------------
                                         Lawrence E. Bathgate, II,
                                         Director of the General Partner

Dated:  March 30, 1999             By:   Andrew C. Alson
                                   ------------------------------------
                                         Andrew C. Alson, President and
                                         Director of the General Partner
                                         (Principal Executive Officer)

Dated:  March 30, 1999             By:  Roger Barnett
                                   ------------------------------------
                                        Roger Barnett, Secretary and Treasurer
                                        of the General Partner (Principal
                                        Financial and Accounting Officer)


                                     Page S-1