United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q

[x]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended September 30, 2008

                                       or

[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 for the transition period from           to
                                                         ---------    ---------

                        Commission File Number 033-89506

                         BERTHEL GROWTH & INCOME TRUST I
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                     52-1915821
 ------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                          701 Tama Street, Marion, Iowa           52302
                     --------------------------------------     --------
                    (Address of principal executive offices)   (Zip Code)

                                 (319) 447-5700
               --------------------------------------------------
              (Registrant's telephone number, including area code)


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 whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

         Large accelerated filer [ ]          Accelerated filer [ ]
         Non-accelerated filer   [X]          Smaller reporting company [ ]

Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934). Yes      No  X
                                                  -----   -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

      Shares of Beneficial Interest - 10,541 shares as of October 24, 2008

                                       1

<PAGE>


                         BERTHEL GROWTH & INCOME TRUST I
                                      INDEX


Part I.  FINANCIAL INFORMATION                                              PAGE
------------------------------                                              ----
Item 1.   Financial Statements (unaudited)

          Consolidated Statements of Assets and Liabilities
          (Liquidation Basis) - September 30, 2008                             3

          Consolidated Statements of Assets and Liabilities
          (Going Concern Basis) - December 31, 2007                            4

          Consolidated Statements of Operations (Going Concern Basis)-
          three months ended September 30, 2008 and 2007                       5

          Consolidated Statements of Operations (Going Concern Basis)-
          nine months ended September 30, 2008 and 2007                        6

          Consolidated Statements of Changes in Net Liabilities
         (Going Concern Basis)- nine months ended September 30, 2008
          and 2007                                                             7

          Consolidated Statements of Cash Flows (Going Concern Basis)-
          nine months ended September 30, 2008 and 2007                        8

          Notes to Consolidated Financial Statements                           9

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                 16

Item 3.   Quantitative and Qualitative Disclosures About Market Risk          20

Item 4.   Controls and Procedures                                             21


Part II.   OTHER INFORMATION
Item 1A.   Risk Factors                                                       21
Item 6.    Exhibits                                                           21

Signatures                                                                    21

                                       2

<PAGE>


                         BERTHEL GROWTH & INCOME TRUST I
                CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
                               (LIQUIDATION BASIS)



                                                              September 30, 2008
                                                              ------------------
                                                                 (Unaudited)
ASSETS
Loans and investments (Notes B, C, and E), net of
     secured note payable of $2,776,217                          $2,713,752
Cash and cash equivalents                                            28,390
Interest and dividends receivable                                    10,167
Other assets                                                          8,610
                                                                 ----------
TOTAL ASSETS                                                      2,760,919
                                                                 ----------


LIABILITIES AND NET ASSETS (LIABILITIES)
Accounts payable and other accrued expenses                         136,792
Due to affiliate                                                    294,938
Distributions payable to shareholders (Note D)                    8,833,456
Reserve for estimated costs during
     the period of liquidation (Note F)                             300,000
                                                                 ----------
TOTAL LIABILITIES                                                 9,565,186
                                                                 ----------

COMMITMENTS AND CONTINGENCIES (Note E)

NET LIABILITIES AVAILABLE FOR LIQUIDATION                        $6,804,267
                                                                 ==========


See notes to consolidated financial statements.

                                       3

<PAGE>


                         BERTHEL GROWTH & INCOME TRUST I
                CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
                              (GOING CONCERN BASIS)



                                                               December 31, 2007
                                                               -----------------
                                                                  (Unaudited)

ASSETS
Loans and investments (Notes B and C)                           $  5,316,595
Cash and cash equivalents                                            102,048
Interest and dividends receivable                                     19,416
                                                                ------------
TOTAL ASSETS                                                    $  5,438,059
                                                                ============

LIABILITIES AND NET ASSETS (LIABILITIES)
Accounts payable and other accrued expenses                     $    114,019
Accrued interest payable                                               2,853
Due to affiliate                                                     257,443
Distributions payable to shareholders (Note D)                     8,200,419
Notes payable (Note E)                                             2,781,106
                                                                ------------
TOTAL LIABILITIES                                                 11,355,840
                                                                ------------

COMMITMENTS AND CONTINGENCIES (Note E)

NET ASSETS (LIABILITIES), equivalent to ($561.41) per
     share at December 31, 2007:
Shares of beneficial interest (25,000 shares authorized;
     10,541 shares issued and outstanding)                        (4,336,453)
Accumulated net realized losses                                   (3,249,471)
Accumulated net unrealized gains                                   1,668,143
                                                                ------------
TOTAL NET ASSETS (LIABILITIES)                                    (5,917,781)
                                                                ------------

TOTAL LIABILITIES AND NET ASSETS (LIABILITIES)                  $  5,438,059
                                                                ============


See notes to consolidated financial statements.

                                       4

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<TABLE>
<CAPTION>


                           BERTHEL GROWTH & INCOME TRUST I
       CONSOLIDATED STATEMENTS OF OPERATIONS (GOING CONCERN BASIS) (UNAUDITED)



                                                             Three Months Ended
                                                        September 30,     September 30,
                                                            2008              2007
                                                            ----              ----

<S>                                                      <C>               <C>
REVENUES:
     Interest income                                     $  17,224         $  21,136
     Dividend income                                         4,166             4,168
                                                         ---------         ---------
Total revenues                                              21,390            25,304
                                                         ---------         ---------
EXPENSES:
     Management fees (Note G)                                 --             (73,471)
     Administrative services                                   943               928
     Trustee fees                                            6,000             6,000
     Professional fees                                       4,773             4,856
     Interest expense                                       52,435            52,575
     Other general and administrative expenses               9,647            10,818
     Reserve for estimated costs during liquidation        300,000              --
                                                         ---------         ---------
Total expenses                                             373,798             1,706
                                                         ---------         ---------

Net investment income (loss)                              (352,408)           23,598
Realized (loss) on forgiveness of debt                    (200,000)             --
Unrealized gain (loss) on investments                     (241,390)             --
                                                         ---------         ---------

Net increase (decrease) in net assets                    $(793,798)        $  23,598
                                                         =========         =========

Per beneficial share amounts:
Net increase (decrease) in net assets                    $  (75.31)        $    2.24
                                                         =========         =========

Weighted average shares                                     10,541            10,541
                                                         =========         =========


See notes to consolidated financial statements.

                                         5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                         BERTHEL GROWTH & INCOME TRUST I
     CONSOLIDATED STATEMENTS OF OPERATIONS (GOING CONCERN BASIS) (UNAUDITED)



                                                               Nine Months Ended
                                                        September 30,     September 30,
                                                            2008             2007
                                                            ----             ----
<S>                                                      <C>               <C>
REVENUES:
     Interest income                                     $  56,703         $  63,103
     Dividend income                                        48,708            12,501
     Application, closing, and other fees                     --                 530
                                                         ---------         ---------
Total revenues                                             105,411            76,134
                                                         ---------         ---------

EXPENSES:
     Management fees (Note G)                                 --            (690,710)
     Administrative services                                 3,054             3,402
     Trustee fees                                           18,000            18,000
     Professional fees                                      49,010            51,216
     Interest expense                                      156,258           156,099
     Other general and administrative expenses              30,912            34,290
     Reserve for estimated costs during liquidation        300,000              --
                                                         ---------         ---------
Total expenses                                             557,234          (427,703)
                                                         ---------         ---------

Net investment income (loss)                              (451,823)          503,837
Realized (loss) on forgiveness of debt                    (200,000)             --
Unrealized gain on investments                             398,374              --
                                                         ---------         ---------

Net increase (decrease) in net assets                    $(253,449)        $ 503,837
                                                         =========         =========

Per beneficial share amounts:
Net increase (decrease) in net assets                    $  (24.04)        $   47.80
                                                         =========         =========

Weighted average shares                                     10,541            10,541
                                                         =========         =========


See notes to consolidated financial statements.

                                         6

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<PAGE>
<TABLE>
<CAPTION>


                                 BERTHEL GROWTH & INCOME TRUST I
           CONSOLIDATED STATEMENTS OF CHANGES IN NET LIABILITIES (GOING CONCERN BASIS)
                                           (UNAUDITED)



                                             Nine Months Ended           Nine Months Ended
                                             September 30, 2008          September 30, 2007
                                             ------------------          ------------------

                                          Shares of                   Shares of
                                         Beneficial                   Beneficial
                                          Interest        Amount       Interest        Amount
                                         -----------   -----------    -----------   -----------

<S>                                          <C>       <C>                <C>       <C>
Net investment income (loss)                    --     $  (451,823)          --     $   503,837

Realized (loss) on forgiveness of debt          --        (200,000)          --            --

Unrealized gain on investments                  --         398,374           --            --

Distributions payable to shareholders           --        (633,037)          --        (630,726)

Net liabilities at beginning of period        10,541    (5,917,781)        10,541    (5,211,977)
                                         -----------   -----------    -----------   -----------

Net liabilities at end of period              10,541   $(6,804,267)        10,541   $(5,338,866)
                                         ===========   ===========    ===========   ===========


See notes to consolidated financial statements.

                                               7
</TABLE>

<PAGE>



                         BERTHEL GROWTH & INCOME TRUST I
     CONSOLIDATED STATEMENTS OF CASH FLOWS (GOING CONCERN BASIS) (UNAUDITED)

                                                              Nine Months
                                                           Ended September 30
                                                            2008         2007
                                                            ----         ----
OPERATING ACTIVITIES:
Net increase (decrease) in net assets                    $(253,449)   $ 503,837
Adjustments to reconcile change in net assets
     to net cash flows from operating activities:
Realized loss on forgiveness of debt                       200,000         --
Change in unrealized (gain) on investments                (398,374)        --
Changes in operating assets and liabilities
     Loans and investments                                  25,000       42,308
     Interest and dividends receivable                       9,249      (14,000)
     Other assets                                           (8,610)      (8,615)
     Accounts payable and other accrued expenses            22,773       18,000
     Accrued interest payable                               (2,853)        --
     Due to affiliate                                       37,495     (649,567)
     Reserve for estimated costs during liquidation        300,000         --
                                                         ---------    ---------
Net cash flows from operating activities                   (68,769)    (108,037)
                                                         ---------    ---------

FINANCING ACTIVITIES:
Payment of debentures                                       (4,889)      (4,901)
                                                         ---------    ---------
Net cash flows from financing activities                    (4,889)      (4,901)
                                                         ---------    ---------

NET DECREASE IN CASH                                       (73,658)    (112,938)

CASH AND CASH EQUIVALENTS, BEGINNING                       102,048      257,035
                                                         ---------    ---------

CASH AND CASH EQUIVALENTS, ENDING                        $  28,390    $ 144,097
                                                         =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest                                   $ 159,111    $ 156,099
Noncash financing activities:
Distributions payable to shareholders                      633,037      630,726


See notes to consolidated financial statements.

                                       8

<PAGE>


BERTHEL GROWTH & INCOME TRUST I
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - BASIS OF PRESENTATION AND PLAN OF LIQUIDATION
The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information  and with the  instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly,  they do not include all information
and footnotes required by generally accepted accounting  principles for complete
financial  statements  and should be read in  conjunction  with the Trust's Form
10-K  filed  with the  Securities  and  Exchange  Commission  for the year ended
December 31, 2007. In the opinion of management,  all adjustments (consisting of
normal recurring accruals)  considered  necessary for a fair representation have
been included.  Operating  results for the nine months ended  September 30, 2008
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 2008.

The  preparation  of  the  Trust's  financial   statements  in  conformity  with
accounting principles generally accepted in the United States of America require
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  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the reporting  period.  Actual results could differ  materially
from those estimates.

The Trust  continues  to have a  deficiency  in net assets.  Berthel  SBIC,  LLC
("SBIC"),  a wholly owned  subsidiary of the Trust,  has agreed to liquidate its
portfolio  assets in order to pay its  indebtedness  to the United  States Small
Business Administration ("SBA").

In August 2002, the SBA notified the SBIC that all debentures,  accrued interest
and fees were  immediately due and payable.  The SBIC was  transferred  into the
Liquidation  Office of the SBA at that time.  On September  1, 2003,  management
signed a loan agreement with the SBA for $8,100,000  (after paying $1,400,000 on
the  $9,500,000  debentures)  with a term of 48  months at an  interest  rate of
7.49%. In August,  2007, the SBIC and the SBA agreed to a one-year  extension to
the loan agreement. The agreement requires principal payments on the debt to the
extent  the SBIC  receives  cash  proceeds  exceeding  $250,000  for the sale or
liquidation of investments.  As of September 30, 2008, $2,776,217 is outstanding
under the loan agreement,  which is secured by  substantially  all assets of the
SBIC. The loan agreement  contains  various  covenants,  including limits on the
amounts of expenses, other than interest expense, that can be incurred and paid.
The loan agreement also contains various events of default, including a decrease
in the aggregate  value of the SBIC's assets of 10% or greater.  The SBA granted
the SBIC until October 2, 2008 to cure the default on the debt.  The default was
not cured and  therefore,  the SBA may exercise its right to take  possession of
the Trust's assets as provided in the loan documents.

The Trust has defaulted on the SBA debt and as a result, the unaudited financial
statements  have  been  presented  under  the  liquidation  basis of  accounting
effective   September  30,  2008.  A  disposition  of  all  of  the  assets  and
satisfaction  of all  liabilities  of the Trust is considered to be imminent and
the disposition  period is anticipated to extend no later than June 21, 2009. As
management has taken steps to initiate a complete  disposition of the assets and
satisfaction  of the  liabilities of the Trust by June 21, 2009, the information
provided in the financial  statements  reflects the adoption of the  liquidation
basis of  accounting  effective  the close of business on September  30, 2008 in
accordance with accounting principles generally accepted in the United States.

A  statement  of  assets  and  liabilities   available  for  liquidation  and  a
consolidated  statement of changes in net assets  available for  liquidation are
the principal  financial  statements  presented under the  liquidation  basis of
accounting.  Under the  liquidation  basis of  accounting,  assets are stated at
their  approximate net realized  value,  which is the  non-discounted  amount of
cash, or its equivalent,  into which an asset is  subsequently  converted in the

                                       9

<PAGE>

due course of business  less direct  costs,  while  liabilities  are reported at
their estimated net settlement amount,  which is the  non-discounted  amounts of
cash, or its  equivalent,  expected to be paid to liquidate an obligation in the
due  course  of  business,  including  direct  costs.  These  estimates  will be
periodically  reviewed and adjusted as  appropriate.  The valuation of assets at
their  approximate net realized value and  liabilities at their  anticipated net
settlement   amount,   represent   estimates,   based  on   present   facts  and
circumstances,  of  the  net  realizable  value  of the  assets  and  the  costs
associated  with carrying out the plan for  disposing of the Trust's  assets and
satisfying its liabilities ("Plan"). The actual values and costs associated with
carrying  out the Plan are  expected to differ  from  amounts  reflected  in the
accompanying  financial  statements because of the Plan's inherent  uncertainty.
These  differences may be material.  In particular,  the estimates of costs will
vary with the length of time necessary to complete the Plan. Accordingly,  it is
not possible to predict with certainty the timing or aggregate  amount that will
ultimately  be  distributed  to the  investors,  if any, and no assurance can be
given that the distributions  will equal or exceed the estimate presented in the
accompanying statement of assets and liabilities available for liquidation.

Additionally,  under the liquidation basis of accounting,  the Trust is required
to estimate and accrue for all future  general and  administrative  expenses and
other costs expected to be incurred during the disposition of the Trust's assets
and  satisfaction  of its  liabilities.  These  estimates  will be  periodically
reviewed  and  adjusted as  appropriate.  There can be no  assurance  that these
estimated  values  will be  realized.  Such  amounts  should  not be taken as an
indication  of the  timing or amount of future  distributions  to be made by the
Trust.

Any cash  proceeds from the  liquidation  of the Trust's  portfolio  assets will
first go to satisfy  the debt to the SBA  secured by the loans and  investments,
then to pay the unsecured accrued distributions payable to shareholders, then to
pay any remaining unsecured  liabilities of the Trust and finally, any remaining
proceeds will be allocated 80% to the  shareholders and 20% to the Trust Advisor
as specified in the Trust prospectus.

The following are significant assumptions utilized by the Trust in assessing the
value of the portfolio  and the expected net  settlement  amount of  liabilities
included in the statement of assets and liabilities available for liquidation at
September 30, 2008.

Cash and cash  equivalents:  Cash and cash  equivalents  include cash and highly
liquid  interest-bearing  deposits with  original  maturities of three months or
less.

Loan and investment  valuation:  Valuation of loans and investments  held by the
Trust are discussed in Note B.

Liquidation  expenses:  Under the liquidation basis of accounting,  the Trust is
required to  estimate  and accrue for costs  associated  with  implementing  and
completing  the  Plan.  The  estimated   costs  of  disposition  of  assets  and
satisfaction  of  liabilities  includes  trustee  fees,  professional  services,
corporate  expenses  (insurance,  audit and other filing  expenses) and interest
expense and are reflected as operating  expenses in the  consolidated  financial
statements. These amounts can vary significantly due to, among other things, the
timing of assets sales and the timing and amounts  associated  with  discharging
known and contingent  liabilities and claims. As a result, the Trust has accrued
the projected costs including trustee fees,  professional fees and various other
wind-up costs  expected to be incurred  during the projected  period to complete
the  disposition  of  assets  and  satisfaction  of its  liabilities  and  final
dissolution of the Trust.  These expense accruals will be periodically  reviewed
for adequacy  and  adjusted  from time to time as  projections  and  assumptions
change. Changes to the accruals will be recorded as adjustments to net assets in
liquidation in future periods.

As of September 30, 2008,  total gross assets and  liabilities  of the Trust are
$5,537,136 and $12,341,403,  respectively. These factors raise substantial doubt
about the ability of the Trust to continue as a going concern.  No assurance can
be given that the Trust will have sufficient cash flow to repay the debt or that
the Trust will be financially viable. The accompanying  financial  statements do
not include any  adjustments  that may result if the Trust is unable to continue
as a going concern.

                                       10

<PAGE>


NOTE B - FAIR VALUE DISCLOSURES
Fair Value Measurements
Effective  January 1, 2008, the Trust adopted FASB Statement No. 157, Fair Value
Measurements  ("FAS No. 157"),  which  provides a framework  for measuring  fair
value under generally accepted accounting principles. FAS No. 157 applies to all
financial  instruments  that are being  measured  and  reported  on a fair value
basis.

As defined in FAS No.  157,  fair value is the price that would be  received  to
sell an asset or paid to transfer a liability in an orderly  transaction between
market  participants at the  measurement  date. In determining  fair value,  the
Trust uses various methods including market,  income and cost approaches.  Based
on these  approaches,  the Trust often utilizes certain  assumptions that market
participants would use in pricing the asset or liability,  including assumptions
about risk and or the risks  inherent in the inputs to the valuation  technique.
These  inputs can be  readily  observable,  market  corroborated,  or  generally
unobservable  inputs. The Trust utilizes valuation  techniques that maximize the
use of observable inputs and minimize the use of unobservable  inputs.  Based on
the  observability  of the inputs used in the valuation  techniques the Trust is
required  to  provide  the  following  information  according  to the fair value
hierarchy.  The fair value  hierarchy  ranks the quality and  reliability of the
information  used to determine  fair values.  Financial  assets and  liabilities
carried at fair value will be  classified  and disclosed in one of the following
three categories:

Level 1 --  Valuations  for assets  and  liabilities  traded in active  exchange
markets.  Valuations  are obtained from readily  available  pricing  sources for
market transactions involving identical assets or liabilities.

Level 2 -- Valuations for assets and liabilities traded in less active dealer or
broker  markets.  Valuations are obtained from third party pricing  services for
identical or similar assets or liabilities.

Level 3 --  Valuations  for assets and  liabilities  that are derived from other
valuation methodologies,  including option pricing models,  discounted cash flow
models and similar  techniques,  and not based on market  exchange,  dealer,  or
broker traded transactions.  Level 3 valuations  incorporate certain assumptions
and  projections  in  determining  the fair  value  assigned  to such  assets or
liabilities.

For the period from January 1, 2008 to September 30, 2008,  the  application  of
valuation  techniques  applied  to  similar  assets  and  liabilities  has  been
consistent.  The following is a description of the valuation  methodologies used
for instruments measured at fair value:

Investment Securities
The fair value of  investment  securities  is the market  value  based on quoted
market prices,  when available,  or market prices provided by recognized  broker
dealers. If listed prices or quotes are not available,  fair value is based upon
internally  developed  models  that use  unobservable  inputs due to the limited
market activity of the instrument.  Substantially all of the Trust's investments
are illiquid and therefore are valued using internally developed models that use
unobservable inputs.

Derivative Instruments
Certain  derivatives  with limited market  activity are valued using  internally
developed models that consider unobservable market parameters.

Loans
Where  observable  market  prices  are not  available,  fair value is based upon
estimated  cash flows  adjusted  for credit risk which are  discounted  using an
interest  rate  appropriate  for the  maturity  of the  applicable  loans or the

                                       11

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<TABLE>
<CAPTION>


unfunded  commitments.  The Trust's loans are carried at fair value and included
in Loans on the balance  sheet are  generally  classified  within level 3 of the
valuation  hierarchy due to the lack of observable  pricing data. The fair value
of these level 3 loans is  calculated  with a discounted  cash flows model using
market-based credit spreads of comparable debt instruments or credit derivatives
of the specific  borrower or comparable  borrowers.  Results of discounted  cash
flow  calculations  may be adjusted,  as  appropriate,  to reflect  other market
conditions or the perceived credit risk of the borrower.

In determining the appropriate  levels, the Company performs a detailed analysis
of the assets and liabilities that are subject to FAS No. 157. At each reporting
period, all assets and liabilities for which the fair value measurement is based
on significant unobservable inputs are classified as Level 3.

Fair Value on a Recurring Basis

The table below presents the balances of assets and liabilities measured at fair
value on a recurring basis as of September 30, 2008.

                            Total        Level 1         Level 2        Level 3
                            -----        -------         -------        -------
Investment securities    $4,799,662   $        --     $        --     $4,799,662
Derivative instruments       73,150            --              --         73,150
Loans                       617,157            --              --        617,157
                         ----------   -----------     -----------     ----------
Total assets             $5,489,969   $        --     $        --     $5,489,969
                         ==========   ===========     ===========     ==========


The  changes  in Level 3 assets  and  liabilities  measured  at fair  value on a
recurring basis are summarized as follows:

                                                                     Investment   Derivative
                                                          Loans      Securities   Instruments
                                                          -----      ----------   -----------
<S>                                                    <C>           <C>          <C>
Balance, December 31, 2007                             $  866,666    $4,438,425   $   11,504
Total net gains (losses) included in:
Net increase (decrease) in net assets                    (224,509)      361,237       61,646
Purchases, sales, issuances and settlements, net          (25,000)         --           --
Transfers into/out of Level 3                                --            --           --
                                                       ----------    ----------   ----------
Balance, September 30, 2008                            $  617,157    $4,799,662   $   73,150
                                                       ==========    ==========   ==========

Net unrealized gains (losses) included in net income
for the nine months ending September 30, 2008          $  (24,509)   $  361,237   $   61,646

                                             12
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<TABLE>
<CAPTION>


NOTE C -LOANS AND INVESTMENTS
                                                                              September 30, 2008             December 31, 2007
                                                                              ------------------             -----------------
                                                                             Cost          Valuation        Cost           Valuation
                                                                             ----          ---------        ----           ---------
<S>                                                                       <C>              <C>            <C>             <C>
Communications & Software:
EDmin.com, Inc.
---------------
   261,203 shares of 9%, Series A cumulative
   convertible preferred stock                                            $  972,812      $  972,812      $  972,812      $  972,812
                                                                          ----------      ----------      ----------      ----------
Total Communications & Software
   (18% and 18% of total loans and investments
   as of September 30, 2008 and December 31, 2007,
   respectively)                                                             972,812         972,812         972,812         972,812
                                                                          ----------      ----------      ----------      ----------

Healthcare Products & Services:
Physicians Total Care, Inc.
---------------------------
   8% uncollateralized promissory note due December, 2009                    282,795         450,491         307,795         700,000
   100,000 shares of common stock                                              4,000         100,000           4,000            --

Inter-Med, Inc.
---------------
   2,491.3031 shares of common stock                                         672,279       1,300,000         672,279         672,279

FutureMatrix Interventional, Inc.
---------------------------------
   905,203 shares of common stock                                            102,640       1,000,000         102,640       2,460,000
   1,899,783 shares of common stock of CeloNova Biosciences, Inc.
     (f/k/a IMED)
     (an affiliate of FutureMatrix Interventional, Inc.)                        --              --              --              --
                                                                          ----------      ----------      ----------      ----------
Total Healthcare Products & Services (52% and 72% of total loans and
   investments as of September 30, 2008 and December 31, 2007,
   respectively)                                                           1,061,714       2,850,491       1,086,714       3,832,279
                                                                          ----------      ----------      ----------      ----------

Manufacturing:
Feed Management Systems, Inc.
-----------------------------
   435,590 shares of common stock                                          1,077,422            --         1,077,422            --

The Schebler Company
--------------------
   13% promissory note due February, 2008                                    166,666         166,666         166,666         166,666
   Warrants to purchase 1.66% of common stock at $.01 per share               11,504          73,150          11,504          11,504
   166,666 shares of 10% convertible cumulative preferred stock              166,667         422,027         166,667         166,667
   166,666 shares of common stock                                            166,667       1,004,823         166,667         166,667
                                                                          ----------      ----------      ----------      ----------
Total Manufacturing (30% and 10% of total loans and
   investments as of September 30, 2008 and December 31, 2007,
   respectively)                                                           1,588,926       1,666,666       1,588,926         511,504
                                                                          ----------      ----------      ----------      ----------

TOTAL LOANS AND INVESTMENTS                                               $3,623,452      $5,489,969      $3,648,452      $5,316,595
                                                                          ==========      ==========      ==========      ==========

                                                                13
</TABLE>

<PAGE>




NOTE D - DISTRIBUTIONS PAYABLE TO SHAREHOLDERS
Distributions payable represents a 10% accrued underwriting return
("Underwriting Return") and an 8% accrued priority return ("Priority Return").
The Underwriting Return is based on actual interest earned by the Trust on the
investors funds held in escrow through the initial closing, plus 10% simple
annual interest, computed on a daily basis from the initial closing (August 31,
1995) until the final closing (June 21, 1997). The Priority Return is based on
8% simple annual interest computed from final closing on each stockholder's
investment balance in the Trust.

NOTE E - NOTES PAYABLE
The SBIC issued debentures payable to the SBA totalling $9,500,000 since
inception. The original debenture terms required semiannual payments of interest
at annual interest rates ranging from 6.353% to 7.64%. In addition to interest
payments, the SBIC was required to pay an annual 1% SBA loan fee on the
outstanding debentures balance.

In August 2002, the SBA notified the SBIC that all debentures, accrued interest
and fees were immediately due and payable. The SBIC was transferred into the
Liquidation Office of the SBA at that time. On September 1, 2003, management
signed a loan agreement with the SBA for $8,100,000 (after paying $1,400,000 on
the $9,500,000 debentures) with a term of 48 months at an interest rate of
7.49%. In August, 2007, the SBIC and the SBA agreed to a one-year extension to
the loan agreement. The agreement requires principal payments on the debt to the
extent the SBIC receives cash proceeds exceeding $250,000 for the sale or
liquidation of investments. As of September 30, 2008, $2,776,217 is outstanding
under the loan agreement, which is secured by substantially all assets of the
SBIC. The loan agreement contains various covenants, including limits on the
amounts of expenses, other than interest expense, that can be incurred and paid.
The loan agreement also contains various events of default, including a decrease
in the aggregate value of the SBIC's assets of 10% or greater. The SBA granted
the SBIC until October 2, 2008 to cure the default on the debt. The default was
not cured and therefore, the SBA may exercise its right to take possession of
the Trust's assets as provided in the loan documents.

NOTE F - EFFECTS OF ADOPTING THE LIQUIDATION BASIS OF ACCOUNTING
Under the liquidation basis of accounting, the Trust is required to estimate and
accrue for all future estimated general and administrative expenses and other
costs expected to be incurred during the disposition of its assets and
satisfaction of its liabilities. Management's estimate for liquidation costs was
comprised of trustee fees, professional services, corporate expenses (insurance,
audit and other filing expenses) and interest expense. This accrual was
approximately $300,000 as of September 30, 2008. These expense accruals will be
periodically reviewed for adequacy and adjusted from time to time as projections
and assumptions change. We expect changes will be made to estimated costs of
liquidation and such changes to the accruals will be recorded as adjustments to
net assets in liquidation in future periods. These estimates assume that the
final disposition of assets, satisfaction of liabilities and dissolution of the
Trust will be accomplished by June 2009. If there are delays or an acceleration
of these matters, actual costs incurred during the disposition of assets and
satisfaction of liabilities could increase or decrease as a result of a need for
additional or fewer internal and external resources.

NOTE G - MANAGEMENT FEES
Management fees were a credit of $690,710 for the first nine months of 2007 and
zero for 2008. The credit for 2007 is the result of the forgiveness of debt by
the Trust Advisor, as described below.

                                       14

<PAGE>


On February 7, 2007, management of the Trust Advisor decided to waive the
management fees for 2006. The Trust accrued management fees payable to the Trust
Advisor for 2006 totaling $174,979 and this forgiveness of debt was reflected in
the financial statements during the first quarter of 2007. On April 26, 2007,
management of the Trust Advisor decided to waive the management fees for 2005
and prior years. The Trust accrued management fees payable to the Trust Advisor
for 2005 and prior years totaling $515,731 and this forgiveness of debt is
reflected in the financial statements during the second quarter of 2007. On July
25, 2007, management of the Trust Advisor decided to waive the management fees
for 2007. This forgiveness of debt, in the amount of $73,471, is reflected in
the financial statements during the third quarter of 2007. Management fees have
been waived for 2008.

                                       15

<PAGE>


Item 2.    Management's Discussion and Analysis of Financial Condition and
           ---------------------------------------------------------------
           Results of Operations
           ---------------------

Critical Accounting Policy
The Trust's consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America. The
financial information contained within these statements is, to a significant
extent, financial information that is based on approximate measures of the
financial effects of transactions and events that have already occurred. Based
on its consideration of accounting policies that involve the most complex and
subjective decisions and assessments, management has identified it most critical
accounting policy to be that related to the valuation of loans and investments.
The Trust's valuation of loans and investments incorporates a variety of risk
considerations, both quantitative and qualitative in establishing a valuation of
loans and investments that management believes is appropriate at each reporting
date. Quantitative factors for the valuation of loans and investments include
the Trust's cost of the investment, terms and liquidity of the warrants,
developments since the acquisition of the investment, the sales price of
recently issued securities, the financial condition and operating results of the
issuer, earnings trends and consistency of operating cash flows, the long-term
business potential of the issuer, the quoted market prices of securities with
similar quality and yield that are publicly traded and other factors generally
pertinent to the valuation of the investments. Quantitative factors also
incorporate known information about individual loans and investments.
Qualitative factors include the general economic environment in the
Partnership's markets, including economic conditions throughout the Midwest and
in particular the state of certain industries. Although management believes the
valuation of loans and investments as of both September 30, 2008 and December
31, 2007 were adequate, a decline in local economic conditions, or other
factors, could result in increasing losses that cannot be reasonably predicted
at this time.

The Trust has defaulted on the SBA debt and as a result, the unaudited financial
statements have been presented under the liquidation basis of accounting
effective September 30, 2008. A disposition of all of the assets and
satisfaction of all liabilities of the Trust is considered to be imminent and
the disposition period is anticipated to extend no later than June 21, 2009. As
management has taken steps to initiate a complete disposition of the assets and
satisfaction of the liabilities of the Trust by June 21, 2009, the information
provided in the financial statements reflects the adoption of the liquidation
basis of accounting effective the close of business on September 30, 2008 in
accordance with accounting principles generally accepted in the United States.

A statement of assets and liabilities available for liquidation and a
consolidated statement of changes in net assets available for liquidation are
the principal financial statements presented under the liquidation basis of
accounting. Under the liquidation basis of accounting, assets are stated at
their approximate net realized value, which is the non-discounted amount of
cash, or its equivalent, into which an asset is subsequently converted in the
due course of business less direct costs, while liabilities are reported at
their estimated net settlement amount, which is the non-discounted amounts of
cash, or its equivalent, expected to be paid to liquidate an obligation in the
due course of business, including direct costs. These estimates will be
periodically reviewed and adjusted as appropriate. The valuation of assets at
their approximate net realized value and liabilities at their anticipated net
settlement amount, represent estimates, based on present facts and
circumstances, of the net realizable value of the assets and the costs
associated with carrying out the plan for disposing of the Trust's assets and
satisfying its liabilities ("Plan"). The actual values and costs associated with
carrying out the Plan are expected to differ from amounts reflected in the

                                       16

<PAGE>


accompanying financial statements because of the Plan's inherent uncertainty.
These differences may be material. In particular, the estimates of costs will
vary with the length of time necessary to complete the Plan. Accordingly, it is
not possible to predict with certainty the timing or aggregate amount that will
ultimately be distributed to the investors, if any, and no assurance can be
given that the distributions will equal or exceed the estimate presented in the
accompanying statement of assets and liabilities available for liquidation.

Additionally, under the liquidation basis of accounting, the Trust is required
to estimate and accrue for all future general and administrative expenses and
other costs expected to be incurred during the disposition of the Trust's assets
and satisfaction of its liabilities. These estimates will be periodically
reviewed and adjusted as appropriate. There can be no assurance that these
estimated values will be realized. Such amounts should not be taken as an
indication of the timing or amount of future distributions to be made by the
Trust.

Any cash proceeds from the liquidation of the Trust's portfolio assets will
first go to satisfy the debt to the SBA, then to pay the accrued distributions
payable to shareholders, then to pay any remaining unsecured liabilities of the
Trust and finally, any remaining proceeds will be allocated 80% to the
shareholders and 20% to the Trust Advisor as specified in the Trust prospectus.

The following are significant assumptions utilized by the Trust in assessing the
value of the portfolio and the expected net settlement amount of liabilities
included in the statement of assets and liabilities available for liquidation at
September 30, 2008.

Cash and cash equivalents: Cash and cash equivalents include cash and highly
liquid interest-bearing deposits with original maturities of three months or
less.

Loan and investment valuation: Valuation of loans and investments held by the
Trust are discussed in Note B.

Liquidation expenses: Under the liquidation basis of accounting, the Trust is
required to estimate and accrue for costs associated with implementing and
completing the Plan. The estimated costs of disposition of assets and
satisfaction of liabilities includes trustee fees, professional services,
corporate expenses (insurance, audit and other filing expenses) and interest
expense and are reflected as operating expenses in the consolidated financial
statements. These amounts can vary significantly due to, among other things, the
timing of assets sales and the timing and amounts associated with discharging
known and contingent liabilities and claims. As a result, the Trust has accrued
the projected costs including trustee fees, professional fees and various other
wind-up costs expected to be incurred during the projected period to complete
the disposition of assets and satisfaction of its liabilities and final
dissolution of the Trust. These expense accruals will be periodically reviewed
for adequacy and adjusted from time to time as projections and assumptions
change. Changes to the accruals will be recorded as adjustments to net assets in
liquidation in future periods.

                                       17

<PAGE>


Results of Operations
Net investment income (loss) reflects the Trust's revenues and expenses
excluding realized and unrealized gains and losses on portfolio investments.
Interest income consists of the following:

                                     Three Months Ending      Nine Months Ending
                                         September 30            September 30
                                       2008        2007        2008        2007
                                       ----        ----        ----        ----

   Portfolio investments             $17,072     $19,551     $55,905     $59,580
   Money market                          152       1,585         798       3,523
                                     -------     -------     -------     -------
   Interest income                   $17,224     $21,136     $56,703     $63,103
                                     =======     =======     =======     =======

   Dividend income                   $ 4,166     $ 4,168     $48,708     $12,501
                                     =======     =======     =======     =======

Changes in interest earned on portfolio investments reflect the level of
investment in interest earning debt securities and loans. Money market interest
is earned on investments in highly liquid money market savings funds. Dividend
income reflects dividends earned on preferred stock investments.

Management fees were a credit of $690,710 for the first nine months of 2007 and
zero for 2008. The credit for 2007 is the result of the forgiveness of debt by
the Trust Advisor, as described below.

On February 7, 2007, management of the Trust Advisor decided to waive the
management fees for 2006. The Trust accrued management fees payable to the Trust
Advisor for 2006 totaling $174,979 and this forgiveness of debt was reflected in
the financial statements during the first quarter of 2007. On April 26, 2007,
management of the Trust Advisor decided to waive the management fees for 2005
and prior years. The Trust accrued management fees payable to the Trust Advisor
for 2005 and prior years totaling $515,731 and this forgiveness of debt is
reflected in the financial statements during the second quarter of 2007. On July
25, 2007, management of the Trust Advisor decided to waive the management fees
for 2007. This forgiveness of debt, in the amount of $73,471, is reflected in
the financial statements during the third quarter of 2007. Management fees have
been waived for 2008.

Professional fees were $49,010 for the first nine months of 2008 compared to
$51,216 for 2007 and include legal and accounting fees. Other general and
administrative expenses were $30,912 for the first nine months of 2008 compared
to $34,290 for 2007. Interest expense was $156,258 for the first nine months of
2008 and $156,099 for the same period of 2007 and is interest on the note
payable to the SBA.

The Trust continues to have a deficiency in net assets, as well as net
investment losses. In addition, the SBIC is in violation of the maximum capital
impairment percentage permitted by the SBA. In August 2002, the SBA notified the
SBIC that all debentures, accrued interest and fees were immediately due and
payable. The SBIC was transferred into the Liquidation Office of the SBA at that
time. On September 1, 2003, management signed a loan agreement with the SBA for
$8,100,000 (after paying $1,400,000 on the $9,500,000 debentures) with a term of
48 months at an interest rate of 7.49%. In August, 2007, the SBIC and the SBA
agreed to a one-year extension to the loan agreement. The agreement requires
principal payments on the debt to the extent the SBIC receives cash proceeds
exceeding $250,000 for the sale or liquidation of investments. As of September
30, 2008, $2,776,217 is outstanding under the loan agreement, which is secured
by substantially all assets of the SBIC. The loan agreement contains various
covenants, including limits on the amounts of expenses, other than interest
expense, that can be incurred and paid. The loan agreement also contains various
events of default, including a decrease in the aggregate value of the SBIC's
assets of 10% or greater. The SBA granted the SBIC until October 2, 2008 to cure
the default on the debt. The default was not cured and therefore, the SBA may
exercise its right to take possession of the Trust's assets as provided in the
loan documents.

As of September 30, 2008, total gross assets and liabilities of the Trust are
$5,537,136 and $12,341,403, respectively. These factors raise substantial doubt
about the ability of the Trust to continue as a going concern. No assurance can
be given that the Trust will have sufficient cash flow to repay the debt or that
the Trust will be financially viable.

                                       18

<PAGE>
<TABLE>
<CAPTION>


The Trust carries its portfolio of loans and investments at fair value and
investment valuations are approved by the Independent Trustees. The Trust
recognizes realized gains and losses when investments have been either sold or
written off as deemed to be worthless. Securities that are traded publicly are
valued at the market price less any appropriate discount for reasons of
liquidity or restrictions. The market values attributed to the companies in the
portfolio are reflective of EBITDA or revenue multiples management has
determined to be reasonably obtainable if the portfolio investments were to be
sold in an orderly manner to interested parties. Due to the lack of public
company comparables and the inability to access financial information for
comparable private companies, the EBITDA and revenue multiples used in
determining the fair market value of the Trust's investments are very subjective
and may be materially under or overstated.

The following table reflects the changes in unrealized gains and losses by
portfolio company:

                                       Three Months Ending             Nine Months Ending
                                           September 30                   September 30
                                       2008           2007            2008           2007
                                       ----           ----            ----           ----
     <S>                           <C>            <C>             <C>            <C>
     FutureMatrix Interventional   $  (100,000)   $        --     $(1,460,000)   $        --
     Inter-Med                         100,000             --         627,721             --
     Physicians Total Care              58,610             --          75,491             --
     Schebler                         (300,000)            --       1,155,162             --
                                   -----------    -------------   -----------    -------------
     Unrealized (loss) gain        $  (241,390)   $        --     $   398,374    $        --
                                   ===========    =============   ===========    =============

The following table represents changes in the values of portfolio companies from
December 31, 2007 to September 30, 2008, reflecting the adoption of FAS 157:

                                                     Portfolio Value
                                                     ---------------
     Balance at December 31, 2007                    $   5,316,595
     Proceeds received                                    (25,000)
     Realized loss on forgiveness of debt                (200,000)
     Unrealized gain on investments                        398,374
                                                     -------------
     Balance at September 30, 2008                   $   5,489,969
                                                     =============

Liquidity and Capital Resources
In accordance with the prospectus, the Trust was scheduled to terminate upon the
liquidation of all of its investments, but no later than June 21, 2007. However,
the Independent Trustees may extend the term of the Trust for up to two
additional one-year periods if they determine that such extensions are in the
best interest of the Trust and in the best interest of the shareholders, after
which the Trust will liquidate any remaining investments as soon as practicable
but in any event within three years. The Independent Trustees have extended the
term of the Trust to June 21, 2009.

The Trust continues to have a deficiency in net assets, as well as net
investment losses. In addition, the SBIC is in violation of the maximum capital
impairment percentage permitted by the SBA. In August 2002, the SBA notified the
SBIC that all debentures, accrued interest and fees were immediately due and
payable. The SBIC was transferred into the Liquidation Office of the SBA at that
time. On September 1, 2003, management signed a loan agreement with the SBA for
$8,100,000 (after paying $1,400,000 on the $9,500,000 debentures) with a term of
48 months at an interest rate of 7.49%. In August, 2007, the SBIC and the SBA
agreed to a one-year extension to the loan agreement. The agreement requires
principal payments on the debt to the extent the SBIC receives cash proceeds

                                       19
</TABLE>

<PAGE>


exceeding $250,000 for the sale or liquidation of investments. As of September
30, 2008, $2,776,217 is outstanding under the loan agreement, which is secured
by substantially all assets of the SBIC. The loan agreement contains various
covenants, including limits on the amounts of expenses, other than interest
expense, that can be incurred and paid. The loan agreement also contains various
events of default, including a decrease in the aggregate value of the SBIC's
assets of 10% or greater. The SBA granted the SBIC until October 2, 2008 to cure
the default on the debt. The default was not cured and therefore, the SBA may
exercise its right to take possession of the Trust's assets as provided in the
loan documents.

The loan agreement with the SBA is due as follows:

                       Maturity Date                Amount
                       -------------                ------
                     September 1, 2008            $2,776,217

As of September 30, 2008, total gross assets and liabilities of the Trust are
$5,537,136 and $12,341,403, respectively. These factors raise substantial doubt
about the ability of the Trust to continue as a going concern. No assurance can
be given that the Trust will have sufficient cash flow to repay the debt or that
the Trust will be financially viable.

The debt owed to the SBA by the SBIC was not paid by September 1, 2008 and a
loan extension has not been approved by the SBA. Due to this default, the SBA
may exercise its right to take possession of the Trust's assets as provided in
the loan documents.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
        ----------------------------------------------------------
The Trust's investment objective is capital appreciation and current income by
making investments through private placements in securities of small and medium
sized privately and publicly owned companies. Securities consist of subordinated
debt, preferred stock, or common stock combined with equity participation in
common stock or rights to acquire common stock. Investments are not held for
trading purposes.

The primary risk of the portfolio is derived from the underlying ability of
investee companies to satisfy debt obligations and their ability to maintain or
improve common equity values. Levels of interest rates are not expected to
impact the Trust's valuations, but could impact the capability of investee
companies to repay debt or create and maintain shareholder value.

There is no assurance that any investment made by the Trust will be repaid or
re-marketed. Accordingly, there is a risk of total loss of any investment made
by the Trust. At September 30, 2008, the amount at risk was $5,489,969 and
consisted of the following:

                                                Cost               Valuation
                                                ----               ---------

     Debt securities and loans             $     449,461         $     617,157
     Preferred stocks                          1,139,479             1,394,839
     Common stocks                             2,023,008             3,404,823
     Warrants to purchase common stock            11,504                73,150
                                           -------------         -------------
     Total loans and investments           $   3,623,452         $   5,489,969
                                           =============         =============

On September 1, 2003, the SBIC signed a loan agreement with the SBA. This debt
is carried on the balance sheet at its principal amount of $2,776,217 as of
September 30, 2008.

                                       20

<PAGE>


Item 4. Controls and Procedures
        -----------------------
Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of
the Trust's management, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), of the effectiveness of our disclosure controls and
procedures. Based on that evaluation, the CEO and CFO concluded that as of the
end of the period covered by this report, our disclosure controls and procedures
are effective to provide reasonable assurance that information required to be
disclosed by us in reports that we file or submit under the Securities Exchange
of 1934 is recorded, processed, summarized, and timely reported as provided in
the SEC's rules and forms.

Changes in Internal Controls
No changes occurred since the quarter ended June 30, 2008 in our internal
controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.


                                     PART II
                                OTHER INFORMATION


Item 1A. Risk Factors
         ------------
Management of the Trust does not believe there have been any material changes in
the risk factors which were disclosed in the Form 10-K filed with the Securities
and Exchange Commission on March 25, 2008.

Item 6. Exhibits
        --------
Exhibit 31.1      Certification of Chief Executive Officer
Exhibit 31.2      Certification of Chief Financial Officer
Exhibit 32.1      Certification of Chief Executive Officer
                  Pursuant to 18 U.S.C. Section 1350
Exhibit 32.2      Certification of Chief Financial Officer
                  Pursuant to 18 U.S.C. Section 1350



                                   SIGNATURES

Pursuant to the requirements 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.


                         BERTHEL GROWTH & INCOME TRUST I
                         -------------------------------
                                  (Registrant)


Date:    November 12, 2008                  /s/  Ronald O. Brendengen
                                            -----------------------------------
                                                 Ronald O. Brendengen,
                                                 Chief Financial Officer &
                                                 Treasurer


Date:    November 12, 2008                  /s/  Daniel P. Wegmann
                                            -----------------------------------
                                                 Daniel P. Wegmann, Controller

                                       21