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,
                  1996

            |_|   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 908-542-9209

    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]

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  Decembef  31,  1995,  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, 1996, 1995 and 1994,  revenues from
Pavilion  accounted for  approximately  98.5%,  98.6% and 99.1%  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  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 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.


            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.  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       $499/$529
-------------------------------
-------------------------------
    2 BR/1B       $589/$619
-------------------------------
-------------------------------
    2 BR/2B       $599/$629
-------------------------------
-------------------------------
    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 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  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            $71,843      10%           SL           10 yrs
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Improvements           $192,596     3.6%         MACRS        27.5 yrs
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Improvements           $456,955     Fully          SL           10 yrs
                                 Depreciated
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Furniture/Fixtures   $1,048,378     Fully         ACRS           5 yrs
                                 Depreciated
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Furniture/Fixtures      $22,727    Various       MACRS           7 yrs
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Furniture/Fixtures       $5,149     Fully        MACRS           7 yrs
                                 Depreciated
-----------------------------------------------------------------------
            Ad Valorem Real Estate taxes for the 1996  calendar year were in the
amount of $199,978.78,  which was based upon an assessed valuation of $7,659,000
and the following millage rates:

-------------------------------------------
      Taxing Authority:         Millage
                                 rate:
-------------------------------------------
-------------------------------------------
County                              4.2358
-------------------------------------------
-------------------------------------------
School State                        6.6090
-------------------------------------------
-------------------------------------------
School Local                        2.6430
-------------------------------------------
-------------------------------------------
City of West Palm Beach             8.8747
-------------------------------------------
-------------------------------------------
So Fl Water Management Dist.        0.5720
-------------------------------------------
-------------------------------------------
Children's Services Council         0.3756
-------------------------------------------
-------------------------------------------
F.I.N.D.                            0.0380
-------------------------------------------
-------------------------------------------
PBC Health Care District            1.2000
-------------------------------------------
-------------------------------------------
Everglades       Construction       0.1000
Project
-------------------------------------------
-------------------------------------------
County - Debt                       0.2833
-------------------------------------------
-------------------------------------------
School - Debt                       0.5360
-------------------------------------------
-------------------------------------------
City  of  West  Palm  Beach -       0.6429
Debt
-------------------------------------------
-------------------------------------------
                       Total:      26.1103
-------------------------------------------

            In addition a  non-advalorem  assessment of $16,432.74 was levied by
the Solid Waste Authority against the Pavilion. The aggregate tax of $216,411.52
was paid in the discounted amount of $207,755.06 in November 1996.

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
1996 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. As of March
15, 1997,  there were  approximately  768 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.

            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.

                              Years Ended
                              December 31,
                             1996      1995        1994       1993       1992
                             ----     ----        ----       ----       ----
  Total assests         $7,448,953 $7,756,871  $8,022,290  $7,976,563 $8,238,335
  Mortage note payable   4,856,968 $4,914,986  $4,967,636  $4,648,456 $4,876,058
  Revenue                $1,852,877$1,841,892  $1,817,308  $1,724,052 $1,552,137
  Interest expense       $476,199   $481,611     $438,481   $335,989   $509,988
  Net(loss)              ($270,996) ($121,682)  ($241,357)  $8,756    ($308,074)
  Net cash provided by
  operating activities    $51,495     $116,822    $30,55     $368,766    $73,437
  Net cash used in 
  investing activities
  capital expenditure    ($10,336)  ($2,687)     ($45,228)  ($18,139)   ($5,689)
  Net cash used in 
 finaning activities     ($89,899)  (146,425)    ($9,026)   ($240,102) ($45,542)
  (Loss) per limited
   partnership unit       ($15.98)   ($7.18)      ($14.23)    ($0.52)   ($18.17)

  Distributions per 
limited partnership unit $1.88        $5.53        $4.96ip    -- --      -- --

  Weighed averag number
of limited partnerships
 units outstanding       16,788      16,788      16,788       16,788     16,788




<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
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. (See "Operations - 1996 Fiscal Year" below).


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.

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    $4,238
court
-----------------------------------------------
-----------------------------------------------
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.


1995 Fiscal Year

            Rental Income for the year ended  December 31, 1995,  was $1,841,892
as compared with  $1,817,308  for the 1994 calendar year. The increase in income
in 1995 reflected  increased  rental rates for apartments at the project.  These
increases  were offset to some extent by greater  vacancies  at the  property as
well as slightly  increased  rental  allowances which were utilized to attracted
tenants to the  Pavilion.  Occupancy  rates at the  project  held in the low 90%
range for the entire 1995 year.  As of March 12, 1996,  the Pavilion  Apartments
had 20 apartments out of 312 available for rent, with an additional 12 currently
vacant  apartments  leased to tenants who had not yet taken  possession.  The 32
vacant apartments equates to a physical occupancy of 89.7%.

            Cost of  Rental  Income,  consisting  mainly of real  estate  taxes,
repairs and maintenance and utilities, decreased in 1995 to $615,759 as compared
to the 1994 cost of $641,731.  This decrease resulted  primarily from reductions
in the amounts  expended for  replacements  and repairs and  maintenance  at the
project as well as reduced  charges for utilities  resulting from somewhat lower
usage for the year.

            Selling,  General and Administrative  Expenses for 1995 increased to
$618,436  from  $583,895  in  1994.  This  increase  resulted  principally  from
increases in worker's compensation insurance premiums and court costs as well as
additional  accruals  for  administrative  services.  These  accruals  reflected
charges by the general  partner for  administrative  services for preparation of
Registrants  Forms 10K and 10Q for the 1995  calendar  year for filing  with the
Securities and Exchange  Commission.  (see "Item 13. Certain  Relationships  and
Related Transactions" below).

            Interest  Expense  increased  slightly  in 1995 as  compared to 1994
since it  represented a full years interest on the first mortgage which had been
refinanced with an increased interest rate as of March 31, 1994.

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>


Item 8.  Financial Statements and Supplementary Data


                      FJS Properties Fund I, L.P.

                          Financial Statements



                                 INDEX

                                                                    Page
                                                                  Number

Independent Auditor's Report..........................................11

Financial statements

     Balance Sheets as of December 31, 1996 and 1995..................12

     Statements of Operations for the years ended
               December 31, 1996, 1995 and 1994.......................13

     Statements of Partners' Capital [Deficit] for the years ended
               December 31, 1996, 1995 and 1994.......................14

     Statements of Cash Flows for the years ended
               December 31, 1996, 1995 and  1994 .....................15

     Notes To Financial Statements ................................16-18

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

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

<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, 1996 and 1995,  and the related  statements  of
operations, partners' capital, and cash flows for each of the three years in the
period  ended   December  31,  1996.   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, 1996 and 1995,  and the results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
1996, in conformity with generally accepted accounting principles.








                                          MOORE STEPHENS, P.C.
                                          Certified Public Accountants.

Cranford, New Jersey
February 7, 1997





<PAGE>

<TABLE>

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


BALANCE SHEETS



                                                                  December 31,
                                                             1 9 9 6       1 9 9 5
<S>                                                       <C>          <C>  

Assets:
Current Assets:
  Cash and Cash Equivalents                                $  493,597   $   542,337
  Cash - Escrow                                               182,875        79,440
  Cash - Security Deposits                                    121,167       122,367
  Other Current Assets                                          1,430       101,040
                                                           ----------   -----------

  Total Current Assets                                        799,069       845,184
                                                           ----------   -----------

Property Investment:
  Land                                                      2,296,804     2,296,804
  Buildings                                                 6,569,125     6,569,125
  Furniture, Fixtures and Building Improvements             1,737,884     1,727,549
                                                           ----------   -----------

  Totals - At Cost                                         10,603,813    10,593,478
  Less:  Accumulated Depreciation                          (4,262,710)   (4,011,823)
                                                           ----------   -----------

  Property Investment - Net                                 6,341,103     6,581,655
                                                           ----------   -----------

Other Assets                                                  308,781       330,033
                                                           ----------   -----------

  Total Assets                                             $7,448,953   $ 7,756,872
                                                           ==========   ===========

Liabilities and Partners' Capital:
Current Liabilities:
  Accounts Payable                                         $   79,843   $    63,561
  Accrued Interest                                             38,922        38,947
  Other Accrued Expenses                                        7,225         8,409
  Accounts Payable - Related Party                             18,224        25,549
  Tenant Security Deposits                                    121,167       122,367
  Mortgage Payable - Current Portion                           63,935        58,019
  Deferred Income - Current Portion                             7,142            --
                                                           ----------   -----------

  Total Current Liabilities                                   336,458       316,852
                                                           ----------   -----------

Long-Term Liabilities:
  Mortgage Payable - Non-Current Portion                    4,793,033     4,856,967
  Deferred Income - Non-Current Portion                        39,286            --
                                                           ----------   -----------

  Total Long-Term Liabilities                               4,832,319     4,856,967
                                                           ----------   -----------

Partners' Capital:
  General Partner                                          (1,213,057)   (1,210,028)
  Limited Partners                                          3,493,233     3,793,081
                                                           ----------   -----------

  Total Partners' Capital                                   2,280,176     2,583,053
                                                           ----------   -----------

  Total Liabilities and Partners' Capital                  $7,448,953   $ 7,756,872
                                                           ==========   ===========


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

</TABLE>

<PAGE>

<TABLE>

FJS PROPERTIES FUND I, L.P.


STATEMENTS OF OPERATIONS



                                                        Y e a r s   e n d e d
                                                       D e c e m b e r   3 1,
                                                   1 9 9 6     1 9 9 5     1 9 9 4
                                                   -------     -------     -------
<S>                                            <C>          <C>         <C>  

Rental Income                                   $ 1,852,877 $ 1,841,892 $ 1,817,308
Cost of Rental Income                               749,911     615,759     641,731
                                                ----------- ----------- -----------

  Gross Profit                                    1,102,966   1,226,133   1,175,577
                                                ----------- ----------- -----------

Expenses:
  Selling, General and Administrative Expenses      645,114     618,436     583,895
  Depreciation and Amortization                     275,295     273,863     410,133
                                                ----------- ----------- -----------

  Total Expenses                                    920,409     892,299     994,028
                                                ----------- ----------- -----------

  Operating Income                                  182,557     333,834     181,549
                                                ----------- ----------- -----------

Other [Income] and Expenses:
  Interest Income                                   (22,646)   (26,095)    (15,575)
  Interest Expense                                  476,199     481,611     438,481
                                                ----------- ----------- -----------

  Total Other Expenses - Net                        453,553     455,516     422,906
                                                ----------- ----------- -----------

  Net [Loss]                                    $  (270,996) $ (121,682) $ (241,357)
                                                   -----------  --------    -------- 
  [Loss] Per Limited Partnership Unit                (15.98)   $   (7.18)$  (14.23)
                                                =============== ========== =========

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


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



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



</TABLE>
<PAGE>

<TABLE>

FJS PROPERTIES FUND I, L.P.


STATEMENTS OF PARTNERS' CAPITAL




                                                   General     Limited
                                                   Partner    Partners      Total
<S>                                             <C>          <C>         <C> 


  Partners' Capital - December 31, 1993         $(1,204,622) $ 4,328,600 $3,123,978

Net [Loss] for the year ended December 31, 1994      (2,413)   (238,944) (241,357)

Distributions to Partners                              (841)   (83,270)  (84,111)                                          
                                                    -------    -------    ------

  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
                                                 ============ ==========  ========


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



<PAGE>
</TABLE>
<TABLE>


FJS PROPERTIES FUND I, L.P.


STATEMENTS OF CASH FLOWS


                                                        Y e a r s   e n d e d
D e c e m b e r   3 1,
                                                   1 9 9 6     1 9 9 5     1 9 9 4
                                                   -------     -------     -------
<S>                                             <C>           <C>        <C>  

Operating Activities:
  Net [Loss]                                    $  (270,996)  $ (121,682) $ (241,357)
                                                  -----------    ----------  -------
  Adjustments to Reconcile Net [Loss] to Net
   Cash Provided by Operating Activities:
   Depreciation                                     250,887     249,455     390,246
   Amortization                                      24,408      24,408      19,887

  Changes in Assets and Liabilities:
   [Increase] Decrease in:
     Escrow                                        (106,591)   (70,168)    (75,235)                                                 
                                                     1,200     42           4,624
     Other Current Assets                            99,610      32,080    (119,628)

   Increase [Decrease] in:
     Accounts Payable and Accrued Expenses           15,074      (8,805)    51,723
     Accounts Payable - Related Party                (7,325)      11,934    6,515
     Tenant Security Deposits                        (1,200)        (42)   (4,624)
     Deferred Income                                 46,428        (400)   (1,600)

   Total Adjustments                                322,491     238,504     271,908
                                                ----------- ----------- -----------

  Net Cash - Operating Activities                    51,495     116,822      30,551
                                                ----------- ----------- -----------

Investing Activities:
  Capital Expenditures                              (10,336)  (2,687)      (45,228)

Financing Activities:
  Principal Payments on Mortgages                   (58,018)  (52,650)  (4,680,820)
  Cash Distributions to Partners                    (31,881)  (93,775)     (84,111)
  Loan Acquisition Fees                                  --          --   (244,095)
  Proceeds from Mortgage Refinancing                     --          --   5,000,000
                                                ----------- ----------- -----------

  Net Cash - Financing Activities                   (89,899)  (146,425)  (9,026)
                                                -----------   ---------   -------
 Net [Decrease] in Cash and Cash Equivalents       (48,740)  (32,290)    (23,703)

Cash and Cash Equivalents - Beginning of Years      542,337     574,627   598,330
                                                ----------- ----------- -----------

  Cash and Cash Equivalents - End of Years      $   493,597 $   542,337 $   574,627
                                                =========== =========== ===========

Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest during the years ended December 31, 1996, 1995 and 1994
was $476,639, $482,033 and $398,672, respectively.



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


</TABLE>

<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.

Depreciation - 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.

For tax purposes,  the Partnership  depreciates commercial real properties using
the 18-year  straight-line  depreciation  method and  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.

Credit  Concentration  - The  Partnership  has amounts on deposit with financial
institutions which are approximately $370,000 in excess of the amounts insured.

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,  1996,  1995 and 1994 was  $40,279,
$42,562 and $42,639, respectively.

Reclassification  -  Certain  reclassifications  have  been  made to prior  year
financial statements to conform to classifications used in the current year.

[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.


<PAGE>


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

[3] Partnership Agreement [Continued]

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] Property Investment - Pavilion Apartments

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.

Depreciation  expense for the years ended  December 31, 1996,  1995 and 1994 was
$250,887, $249,455 and $390,246, respectively.

[5] Other Assets

A summary of other assets is as follows:
                                                December 31,
                                             1 9 9 6     1 9 9 5

Cash in Escrow [See Note 6]               $   112,184 $   109,028
Loan Acquisition Fees - Net of Amortization
  of $66,623 and $42,215 at December 31, 1996
  and 1995, Respectively                      177,472     201,880
Deposits                                       19,125      19,125
                                          ----------- -----------

  Totals                                  $   308,781 $   330,003
  ------                                  =========== ===========

[6] 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
"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.

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

1997                                  $   63,935
1998                                      70,455
1999                                      77,640
2000                                      85,557
2001                                      94,282
Thereafter                             4,465,099
                                      ----------

  Total Mortgage Payable              $4,856,968
FJS PROPERTIES FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS, Sheet #3



[6] Mortgage Payable [Continued]

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 $4,600,000.

[7] Related Party Transactions

The Managing General Partner,  pursuant to the Partnership Agreement, has earned
Property  Management  Fees of  $95,505,  $92,096 and $91,506 for the years ended
December 31, 1996, 1995 and 1994,  respectively,  of which $76,404,  $73,677 and
$73,205,  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 $1,364,  $3,899 and $5,604 for the years
ended December 31, 1996,  1995 and 1994,  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, 1996 and 1995.

The Managing General Partner received distributions from cash flow of $319, $936
and $841 during the years ended December 31, 1996, 1995 and 1994, respectively.

[8] 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, 1996,
1995 and 1994 are as follows:

                                                 D e c e m b e r   3 1,
-----------------------------------------------------------------------
                                             1 9 9 6     1 9 9 5     1 9 9 4
                                             -------     -------     -------

Net [Loss] - Statement of Operations      $  (270,996)  $ (121,682) $(241,357)

Tax depreciation in excess of book depreciation(111,588)   (133,051) (15,050)
                                                ---------   --------  -------


  Net [Loss] for Tax Purposes             $  (382,584)$ (254,733) $(256,407)
  ---------------------------             ===========  ==========   ========










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








<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 11 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 7, 1997



<PAGE>
<TABLE>


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


SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION



                                                        Gross Amount at Which                    Life on which depreciation
                    Initial Cost to Partnership                 Costs                            Carried at Close of Period
                    ---------------------------                 -----                            --------------------------
Which
-----
                                           Capitalized            [2]                [3]                 Depreciation
                                 Buildings Subsequent          Buildings           Accumu-                 in Latest
                                    and   to Acquisition           and               lated  Year of          Income
                                 Improve-               [1]   Improve-  [1] [2]  Depreci-Construc- Date   Statement
  Description Encumbrances Land     ments  Improvements  Land     ments    Total     ation   tion  Acquiredis Computed

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

Pavilion Aparts,
  West Palm beac
  Florida         $4,914,986   2,296,804 $7,196,789  $ 1,110,220  $2,296,804 $  8,307,009 $10,603,813 4,262,710  1972 1/85 3-30 yrs.
                  ==========  =========   ==========  =========   ===========  =========  ========     ========   


1)  The aggregate cost for federal income tax purposes is $8,695,072.
2) A reconciliation  of the carrying amount of land,  buildings and improvements
as of December 31, 1996, 1995 and 1994 is as follows:
</TABLE>
<TABLE>

                                      C o s t   a s   o f
                                    D e c e m b e r   3 1,
                                  1 9 9 6   1 9 9 5   1 9 9 4
                                  -------   -------   -------
<S>                              <C>             <C>              <C> 

  Balance at Beginning of Years  $10,593,478      $  10,590,791   $     10,545,563

   Improvements                     10,335               2,687            45,228
                                 ---------             --------         --------

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


3) A  reconciliation  of  accumulated  depreciation  for the years ended  December 31,  1996,  1995 and 1994 is as
follows:
</TABLE>
<TABLE>

                                Accumulated Depreciation as of
                                    D e c e m b e r   3 1,
                                   1 9 9 6         1 9 9 5              1 9 9 4
<S>                              <C>             <C>             <C> 


  Balance at Beginning of Years  $4,011,823       $  3,762,368    $     3,372,122

   Depreciation Expense            250,887             249,455            390,246
                                 ---------             --------          --------

  Balance at End of Years        $4,262,710       $  4,011,823    $     3,762,368
                                 ==========       ============    ===============



</TABLE>

<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         51         President and                  1/85
                                   Director
  Roger Barnett             52     Secretary and Treasurer          1/88
  Lawrence E. Bathgate      57     Director                        10/84
  II
  Robert E. Brennan         53     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 thesenior 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 adirector of Carson,  Inc.,  a 
publicly  held  company  listed on the New York Stock  Exchange.  Around
September  20,  1991,  Marlboro  Development  Group  ("MDG"),  of which  Mr.
  Bathgate  is one of four individual  general  partners,  filed a Chapter 11 
 Bankruptcy  proceeding  in the Federal  BankruptcyCourt,  Trenton, 
 New Jersey (Docket No.  91-35352.  MDG is the owner of 318 acres of raw land 
locatedin Marlboro Township,  Monmouth County,  New Jersey, and filed a plan 
of reorganization  under Chapter11  within  the  Bankruptcy  proceeding.
 In 1993,  the  Bankruptcy  petition  was  dismissed  and all
creditors satisfied.


            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.  He is presently the sole  stockholder and a director of
First Jersey. 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.  Mr.  Brennan  is
controlling stockholder of the General Partner.


            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.  The defendants  expect to file an appeal with the United States Supreme
Court  in the  future.  As a result  of the  judgment  and in order to  preserve
control over their  assets  pending the outcome of final  appeals,  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.


            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.

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.

            As of March 1, 1997, Robert E. Brennan and Lawrence E. Bathgate,  II
were the sole  shareholders of the common stock of the General  Partner,  owning
80% and 20% respectively.

Item 13.  Certain Relationships and Related Transactions

            During  Registrant's  fiscal years ended December 31, 1996, 1995 and
1994,  the  General  Partner  and  certain  affiliated  entities  have earned or
received  compensation  or payments for services from  Registrant or its General
Partner as follows:

                                                  eimbursement/Compensation
                                               --------------------------

  Name of Recipient  Capacity in Which served      1996     1995    1994
  -----------------
                     or Payment
                     Received
                                               --------------------------
                                               --------------------------

  FJS Properties,    General Partner3              $319     $936    $841
  Inc.
                                               --------------------------
                                               --------------------------

                     Partnership Management      $1,364   $3,899  $5,604
                     Fee
                                               --------------------------

                     Property Management Fee4   $19,101  $18,419 $18,301
                                               --------------------------
                                               --------------------------

                     Administrative Expenses5   $24,000  $24,000      $0
                                               --------------------------
                                               --------------------------

  Lawrence E.        Initial Limited Partner6        $9      $28     $26
  Bathgate II
                                               --------------------------
                                               --------------------------

  Other              Officer/Director of             $0       $0      $0
  Officers/Directors General Partner
  of General Partner
                                               --------------------------

                
                     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, 1996, 1995 and 1994, $3,826,  $2,547 and
                     $2,564 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."

                     4  The following property management fees were applicable
                                            to the years 1996, 1995 and 1994:

           ---------------------------------------------------------------
             YEAR       Aggregate        Retained by      Paid to local
                      Management Fee   General Partner    unaffiliated
                                   management
                                                             company
           ---------------------------------------------------------------
           ---------------------------------------------------------------
             1996        $95,505           $19,101           $76,404
           ---------------------------------------------------------------
           ---------------------------------------------------------------
             1995        $92,096           $18,419           $73,677
           ---------------------------------------------------------------
           ---------------------------------------------------------------
             1994        $91,506           $18,301           $73,205
              ------------------------------------------------------
In addition,  the local unaffiliated  management  company received  construction
supervision  fees of $19,605 during 1996 and $1,624 during 1994, for supervision
of outside construction work at the Pavilion Apartments.

                     5 Represents  administrative  fees for  preparation of this
                     Form 10K for the calendar years ended December 31, 1995 and
                     1996,  and Forms 10Q for the calendar  quarters ended March
                     31, June 30, and  September  30, 1995 and 1996,  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  and
                     includes the  distribution  for the fourth  quarter of 1995
                     which  was  made in  February  1996.  For the  years  ended
                     December  31, 1996,  1995,  and 1994,  $112.81,  $75.10 and
                     $75.60 of the  Registrant's  taxable loss was  allocated to
                     his Units.


            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.

            Bathgate,  Wegener & Wolf, PA, the law firm in which Mr. Bathgate is
a  partner,  was  retained  by  Registrant  during  1994 for  representation  in
connection  with the refinance of the existing first  mortgage  loan.  Such firm
received a payment in 1994 of $20,027.00 for services rendered and out of pocket
costs in connection with such transaction.


<PAGE>


                                                PART IV

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

        1.   Financial Statements:  See Index to Financial Statements in Item 8.

                  (a)  2.   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).

                        (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).

                        (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).

                        (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).

                  (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>


                                Page S-1
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 19, 1997                          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 19, 1997                    By:  Robert E. Brennan
                                             -------------------
                                                Robert E. Brennan, Director 
                                                  of the General
                                                Partner


Dated:  March 19, 1997                    By:  Lawrence E. Bathgate, II
                                             --------------------------
                                                Lawrence E. Bathgate, II 
                                              Director of the
                                                General Partner


Dated:  March 19, 1997                    By:  Andrew C. Alson
                                             -----------------
                                                Andrew C. Alson, President
                                              and Director of the
                                               General Partner 
                                                  (Principal Executive Officer)


Dated:  March 19, 1997                    By:  Roger Barnett
                                             ---------------
                                                Roger Barnett, Secretary and 
                                                  Treasurer of the
                                                General Partner
                                                   (Principal Financial and
                                                Accounting Officer)