SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

     [X]  Annual  report  pursuant  to  Section  13 or 15(d)  of the  Securities
          Exchange Act of 1934 for the fiscal year ended December 31, 1996

     [ ]  Transition  report  pursuant to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934

                         Commission file number 0-18558


                          NORTHSTAR INCOME FUND-I, L.P.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

                DELAWARE                               84-1105225
        (State of organization)          (I.R.S. Employer Identification Number)

7175 W. JEFFERSON AVENUE, LAKEWOOD, COLORADO              80235
 (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (303) 980-1000


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

Securities registered pursuant to Section 12(g) of the Act:  Units of Class A 
                                                             Limited Partner
                                                             Interest
                                                             (Title of Class)

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

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

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. Not applicable.

                        Exhibit Index Appears on Page 33

                               Page 1 of 34 Pages

                                                             
<PAGE>




Item 1.   Business
          --------


Northstar   Income   Fund-I,   L.P.,  a  Delaware   limited   partnership   (the
"Partnership"),  is engaged in the business of owning and leasing equipment. CAI
Equipment Leasing I Corp. (the "CAI General  Partner"),  a Colorado  corporation
and a wholly owned subsidiary of Capital Associates, Inc. ("CAI"), and Northstar
Equipment  Leasing  Income Inc.  (the  "Lehman  Brothers  General  Partner"),  a
Delaware corporation and an affiliate of Lehman Brothers Inc. (formerly Shearson
Lehman Brothers Inc.), are the general partners of the Partnership (the "General
Partners" or "general partners").

Capital Associates International, Inc. ("CAII"), an affiliate of the CAI General
Partner, is the sole Class B limited partner of the Partnership. Transfer of the
Class B limited partner  interest from Capital Partners  Management  Company (an
affiliate of the CAI General  Partner),  its original  owner,  to CAII  occurred
December 26, 1990.  In exchange for the Class B limited  partner  interest,  the
Class B limited  partner  contributed  equipment  to the  Partnership  having an
aggregate  acquisition  value equal to at least $4,899,866 (which represents 10%
of the net offering  proceeds  received from the sale of Class A limited partner
units and the equipment contributed by the Class B limited partner). CAII is the
largest single investor in the Partnership.

Since its formation in 1988, the Partnership  has acquired  equipment of various
types under lease to third parties on short-term leases (generally five years or
less). All of the equipment was purchased by CAII directly from manufacturers or
from other independent third parties and sold to the Partnership.  The equipment
generally   consisted  of,  but  was  not  limited  to,  office  technology  and
manufacturing  equipment.  The Partnership  entered its liquidation  period,  as
defined in the Partnership Agreement, during 1994. Accordingly,  the Partnership
did not purchase any equipment  during 1996 and the Partnership will not acquire
any material amount of equipment in future periods.

The Partnership  leases  equipment to investment grade and  noninvestment  grade
lessees.   Since  the   Partnership's   formation,   approximately  75%  of  the
Partnership's  total  equipment  under  lease  was  leased to  investment  grade
lessees.  Pursuant to the Partnership Agreement, an investment grade lessee is a
company (1) with a credit  rating of not less than Baa as  determined by Moody's
Investor  Services,  Inc., (2) that has a comparable credit rating as determined
by other  recognized  credit rating services or, (3) if the lessee is not rated,
then a lessee whom the general  partners believe would have received a rating of
Baa, or better, if the lessee would have been rated.

Upon  expiration of an initial  lease,  the  Partnership  typically  attempts to
re-lease or sell the equipment to the existing lessee.  If a re-lease or sale to
the lessee cannot be negotiated,  the Partnership  attempts to lease or sell the
equipment to a third party.

The ultimate rate of return on leases depends,  in part, on the general level of
interest  rates at the time the leases  are  originated.  Because  leasing is an
alternative to financing equipment purchases with debt, lease rates tend to rise
and fall with  interest  rates  (although  lease rate  movements  generally  lag
interest rate changes in the capital markets). Interest rates declined from 1990
until the early part of 1994. The lease rates on equipment purchased during this
period  reflect  this  low  interest  rate  environment.  This  will  result  in
corresponding reductions in the ultimate overall yields to partners.


                                       -2-

<PAGE>



Item 1.   Business, continued
          --------

The  Partnership  has no  employees.  The General  Partners  jointly  manage and
control the affairs of the Partnership. The officers, directors and employees of
the General  Partners  and their  affiliates  perform  services on behalf of the
Partnership.  The General  Partners  are  entitled to receive  certain  fees and
expense reimbursements in connection with the performance of these services. See
Item 10 of this Report,  "Directors and Executive  Officers of the  Partnership"
and Item 13 of this Report, "Certain Relationships and Related Transactions".

The Partnership  competes in the leasing  marketplace as a lessor/seller  with a
significant  number  of  other  companies,  including  equipment  manufacturers,
leasing  companies  and  financial  institutions.  The  Partnership  is  in  its
liquidation  period,  as defined in the  Partnership  Agreement,  therefore  the
Partnership  currently  competes  mainly  on the basis of the  expertise  of its
General  Partners in remarketing  equipment.  Although the Partnership  does not
account for a significant percentage of the leasing market, the General Partners
believe the Partnership's  remarketing  strategies will enable it to continue to
compete effectively in the remarketing markets.

The Partnership leases equipment to a significant  number of lessees.  No single
lessee and its  affiliates  accounted  for more than 10% of total revenue of the
Partnership during 1996.

The  Partnership  is required to dissolve  and  distribute  all of its assets no
later than December 31, 2038. However,  the General Partners anticipate that all
equipment  will be sold  prior to that  date and  that the  Partnership  will be
liquidated  earlier.  The  General  Partners'  current  intent  is to  sell  the
Partnership's equipment and liquidate the Partnership no later than December 31,
1997.


Item 2.   Properties
          ----------

The  Partnership  does not own or lease any physical  properties  other than the
equipment discussed in Item 1 of this Report, "Business".


Item 3.   Legal Proceedings
          -----------------

Neither the Partnership nor any of the Partnership's equipment is the subject of
any material pending legal proceedings.


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

No matters were submitted to a vote of the limited  partners of the Partnership,
through the  solicitation of proxies or otherwise,  during the fourth quarter of
1996.




                                       -3-

<PAGE>



Item 5.   Market for the Partnership's Common Equity and Related Stockholder
          ------------------------------------------------------------------
          Matters
          -------


(a)       The  Partnership's  Class A limited partner units and Class B interest
          are not publicly traded. There is no established public trading market
          for such units and interest, and none is expected to develop.

(b)       As of December 31, 1996, the number of Class A limited partners was
          3,339.

(c)       Distributions
          -------------

          During 1996, the Partnership made four (4) quarterly  distributions (a
          substantial portion of which constituted a return of capital) to Class
          A limited partners, as follows:
<TABLE>
<CAPTION>

                                                                                          Distributions
                                                                 Distributions Per         of Cash from       Distributions of
                                                                  $500 Class A limited     Operations         Cash from Sales
             For the              Payment            Total       partner unit (computed    (computed on        (computed on
          Quarter Ended         Made During      Distributions    on weighted average)    weighted average)   weighted average)
          -------------         -----------      -------------   ----------------------   -----------------   ----------------- 

         <S>                   <C>              <C>                  <C>                      <C>                   <C>            
          December 31, 1995     January 1996     $    823,614         $   7.86                 $   7.82              $   0.04
          March 31, 1996        April 1996          1,014,098             9.68                     6.34                  3.34
          June 30, 1996         July 1996             681,900             6.51                     3.93                  2.58
          September 30, 1996    October 1996        1,235,365            11.78                     5.53                  6.25
                                                 ------------         --------                 --------             ---------
                                                 $  3,754,977         $  35.83                 $  23.62              $  12.21
                                                  ===========         ========                 ========              ========
</TABLE>


          A substantial  portion of such distributions is expected to constitute
          a return  of  capital.  Distributions  may be  characterized  for tax,
          accounting and economic  purposes as a return of capital,  a return on
          capital  or  both.  The  portion  of  each  cash   distribution  by  a
          partnership  which exceeds its net income for the fiscal period may be
          deemed a return of capital for accounting  purposes.  The total return
          on capital over a leasing partnership's life can only be determined at
          the  termination  of the  Partnership  after all  residual  cash flows
          (which  include  proceeds  from the  re-leasing  and sale of equipment
          after initial lease terms expire) have been realized.  However, as the
          general  partners  have  represented  for the last  several  years,  a
          substantial  portion of all  distributions to the partners is expected
          to be a return  of  capital.  Total  distributions  to Class A limited
          partners  were  $54,405,698  from  the  inception  of the  Partnership
          through  December  31, 1996  ($526.22  per  weighted  average  Class A
          limited partner unit outstanding).

          The  distribution  for the quarter ended  December 31, 1996,  totaling
          $1,181,479  (cash from sales of $806,292 and cash from  operations  of
          $375,187)  was paid to the Class A  limited  partners  during  January
          1997.  Distributions  to the  General  Partners  and  Class B  limited
          partner during 1996 are discussed in Item 13 of this Report,  "Certain
          Relationships and Related Transactions".

          The general  partners  currently  anticipate that the Partnership will
          generate cash flow from  operations  and  equipment  sales during 1997
          which, when added to cash and cash equivalents on hand, should provide
          sufficient  cash  to  enable  the  Partnership  to  meet  its  current
          operating requirements.



                                       -4-

<PAGE>



Item 5.   Market for the Partnership's Common Equity and Related Stockholder
          ------------------------------------------------------------------
          Matters, continued
          -------

          The general  partners have also  identified what they believe to be an
          error in the allocation of taxable income provision of the Partnership
          Agreement. Specifically, the general partners are not allocated income
          for entire cash distributions  received resulting in a deficit capital
          account  as shown in the  balance  sheet.  The  status of a  potential
          change in the allocation of taxable income remains  unresolved pending
          further  discussions  between the CAI  General  Partner and the Lehman
          General Partner.

          The Partnership  anticipates  that it will fund 1997  distributions to
          the limited  partners (a  substantial  portion of which is expected to
          constitute  returns of capital) out of cash from  operations  and cash
          from  sales  during  1997.  Because  of  portfolio   run-off,   it  is
          anticipated  that cash from operations in 1997 will decrease  relative
          to cash from  operations in 1996.  Therefore,  the  Partnership is not
          expected to have  sufficient cash available in 1997 to fully fund cash
          distributions  to the Class A limited  partners at annualized rates of
          14% (see  discussion  below).  The  Partnership is in its  liquidation
          period (as defined in the  Partnership  Agreement)  and  distributions
          during the liquidation period will be based upon cash availability and
          will  vary.  The  general  partners'  current  intent  is to sell  the
          Partnership's  equipment and liquidate the  Partnership  no later than
          December 31, 1997. As the  Partnership's  equipment is sold,  proceeds
          from such sales will be distributed also.

          The Class B distributions  of cash from operations are subordinated to
          the  Class A limited  partners  receiving  distributions  of cash from
          operations,  as scheduled in the Partnership  Agreement  (i.e.,  14%).
          Therefore, because of the decrease in the distributions to the Class A
          limited  partners  effective as of March 1994,  CAII, the sole Class B
          limited  partner,   ceased   receiving   distributions  of  cash  from
          operations as of March 1994. The general partners currently anticipate
          that CAII will receive  total future  Class B  distributions  equal to
          less than 25% of the Class B limited  partner's  capital  shown on the
          accompanying Balance Sheets.

          During 1995, the Partnership made four (4) quarterly  distributions (a
          substantial portion of which constituted a return of capital) to Class
          A limited partners, as follows:


<TABLE>
<CAPTION>

                                                                 Distributions Per        Distributions of       Distributions of
                                                                 $500 Class A limited     cash from operations   cash from sales
             For the              Payment            Total       partner unit (computed     (computed on         (computed on
          Quarter Ended         Made During      Distributions   on weighted average)     weighted average)      weighted average)
          -------------         -----------      -------------   ----------------------   --------------------   -----------------

         <S>                   <C>               <C>                 <C>                       <C>                    <C>          
          December 31, 1994     January 1995      $ 1,770,854         $ 16.90                   $ 13.73                $ 3.17
          March 31, 1995        April 1995          1,073,237           10.24                      9.15                  1.09
          June 30, 1995         July 1995             855,522            8.16                      7.97                  0.19
          September 30, 1995    October 1995        1,721,677           16.43                     13.30                  3.13
                                                  -----------         -------                   -------                ------

                                                  $ 5,451,290         $ 51.73                   $ 44.15                $ 7.58
                                                  ===========         =======                   =======                ======
</TABLE>






                                       -5-

<PAGE>



Item 6.   Selected Financial Data
          -----------------------

The following selected financial data relates to 1996 through 1992. The data set
forth below should be read in  conjunction  with  "Management's  Discussion  and
Analysis of Financial  Condition  and Results of  Operations"  and the financial
statements and notes thereto appearing elsewhere herein.
<TABLE>
<CAPTION>


                                                                         Years Ended December 31,
                                               ---------------------------------------------------------------------------------
                                                  1996             1995              1994             1993              1992
                                                  ----             ----              ----             ----              ----

<S>                                           <C>              <C>               <C>              <C>               <C>        
Total revenue                                  $ 2,767,465      $ 3,911,086       $ 5,266,986      $ 8,223,119       $ 9,830,321

Net income                                       1,185,997        1,373,906         1,544,149        1,888,272         1,405,412

Net income per weighted average
  Class A limited partner unit outstanding            9.14            10.74             11.20            14.25             11.05

Total assets                                     4,244,705        6,695,392        11,177,527       18,218,316        24,549,866

Distributions declared to partners               4,501,676        4,721,260         8,118,393        8,160,752         8,160,752

Distributions declared per weighted average
  Class A limited partner unit outstanding           39.24            42.98             70.99            70.00             70.00

</TABLE>

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

Results of Operations
---------------------

Presented  below are  schedules  (prepared  solely to  facilitate  discussion of
results of  operations  that  follows)  showing  condensed  statements of income
categories and analyses of changes in those  condensed  categories  derived from
the Statements of Income:
<TABLE>
<CAPTION>

                                                    Condensed                                  Condensed
                                               Statements of Income                          Statements of         
                                                  for the years          The effect on    Income for the years    The effect on
                                                ended December 31,       net income of     ended December 31,     net income of
                                         ------------------------------     changes     ------------------------     changes
                                             1996             1995       between years       1995        1994     between years
                                         ------------    -------------- --------------  -----------  -----------  -------------

    <S>                                    <C>            <C>            <C>           <C>          <C>            <C>        
     Leasing margin                         $ 567,279      $ 1,050,155    $ (482,876)   $ 1,050,155  $ 1,230,819    $ (180,664)
     Equipment sales margin                   940,938          166,969       773,969        166,969      652,803      (485,834)
     Interest income                           83,396          131,832       (48,436)       131,832      155,170       (23,338)
     Other income                              33,310          355,889      (322,579)       355,889      146,000       209,889
     Provision for losses                           -               -              -             -      (110,666)      110,666
     Management fees paid to general partners (99,174)        (132,506)       33,332       (132,506)    (155,610)       23,104
     Direct services from general partner     (65,750)         (60,768)       (4,982)       (60,768)     (70,003)        9,235
     General and administrative expenses     (274,002)        (137,665)     (136,337)      (137,665)    (304,364)      166,699
                                         ------------      -----------    ----------     ----------   ----------    ----------

            Net income                    $ 1,185,997      $ 1,373,906   $  (187,909)   $ 1,373,906  $ 1,544,149    $ (170,243)
                                          ===========      ===========   ===========    ===========  ===========    ==========
</TABLE>


                                       -6-

<PAGE>



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

Results of Operations, continued
---------------------

The  Partnership is in its  liquidation  period,  as defined in the  Partnership
Agreement,  and  as  expected,  the  Partnership  is not  purchasing  additional
equipment,  initial  leases are expiring and the  equipment is being  remarketed
(i.e.,  re-leased,  renewed  or  sold).  As a  result,  both  the  size  of  the
Partnership's  leasing portfolio and the amount of leasing revenue are declining
(referred to in this discussion as "portfolio run-off").

LEASING MARGIN

Leasing margin consists of the following:
                                             Years ended December 31,
                                 ---------------------------------------------
                                      1996             1995           1994
                                      ----             ----           ----

Operating lease rentals          $   1,577,529    $  3,122,669    $  4,113,706
Direct finance lease income            132,292         133,727         199,307
Depreciation and amortization       (1,142,542)     (2,206,241)     (3,082,194)
                                 -------------    ------------    ------------

  Leasing margin                 $     567,279    $  1,050,155    $  1,230,819
                                 =============    ============    ============

  Leasing margin ratio                     33%             32%             29%
                                           ==              ==              ==

Leasing margin decreased,  and is expected to decrease  further,  primarily as a
result of portfolio run-off.

The ultimate rate of return on leases depends,  in part, on the general level of
interest  rates at the time the leases  are  originated.  Because  leasing is an
alternative to financing equipment purchases with debt, lease rates tend to rise
and fall with  interest  rates  (although  lease rate  movements  generally  lag
interest rate changes in the capital markets). Interest rates declined from 1990
until the early part of 1994. The lease rates on equipment purchased during this
period  reflects  this low  interest  rate  environment.  This  will  result  in
corresponding reductions in the ultimate overall yields to partners.

Equipment Sales Margin

Equipment sales margin consists of the following:
                                             Years ended December 31,
                                 ---------------------------------------------
                                       1996            1995           1994
                                       ----            ----           ----

Equipment sales revenue          $   2,396,640    $     538,504   $  2,686,138
Cost of equipment sales             (1,455,702)        (371,535)    (2,033,335)
                                  ------------    -------------   ------------

Equipment sales margin           $     940,938    $     166,969   $     652,803
                                 =============    =============   =============


                                       -7-

<PAGE>



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

Results of Operations, continued
---------------------

EQUIPMENT SALES MARGIN, continued

The Partnership is in its liquidation period.  During the liquidation period, as
initial leases terminate,  the equipment is being remarketed (i.e., re-leased or
sold to either the  original  lessee or a third  party)  and,  accordingly,  the
timing and amount of equipment sales cannot be projected accurately.


INTEREST INCOME

The decline in interest  income is due to decreases in excess cash available for
investment.


OTHER INCOME

Other income  consisted  of  previously  charged-off  accounts  receivable  from
Financial News Network.


PROVISION FOR LOSSES

The  remarketing  of  equipment  for an amount  greater  than its book  value is
reported as  equipment  sales  margin (if the  equipment  is sold) or as leasing
margin  (if the  equipment  is  re-leased).  The  realization  of less  than the
carrying  value of  equipment  (which is typically  not known until  remarketing
subsequent  to the  initial  lease  termination  has  occurred)  is  recorded as
provision for losses.

Residual values are established equal to the estimated value to be received from
the equipment following termination of the lease. In estimating such values, the
Partnership considers all relevant facts regarding the equipment and the lessee,
including,  for  example,  the  likelihood  that the lessee  will  re-lease  the
equipment.  The nature of the  Partnership's  leasing  activities is that it has
credit  exposure and residual value exposure and,  accordingly,  in the ordinary
course of business,  it will incur losses from those exposures.  The Partnership
performs   ongoing   quarterly   assessments  of  its  assets  to  identify  any
other-than-temporary losses in value.

No   provision   for  losses  were   recorded   in  1996  or  1995   because  no
other-than-temporary  losses in the value of equipment  were  identified  in the
quarterly  assessments of the  Partnership's  assets.  The provisions for losses
recorded during 1994 related to identified  other-than-temporary losses in value
of off-lease equipment,  principally  telecommunication equipment, and estimates
of asset  impairment  related  principally  to office  automation,  grocery  and
semiconductor  manufacturing  equipment.  Certain  equipment  of these types was
returned at lease termination,  as opposed to being renewed or purchased,  which
contributed  to the  Partnership's  inability  to  fully  recover  the  recorded
residual values for the equipment at sale.


                                       -8-

<PAGE>



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

Results of Operations, continued
---------------------


EXPENSES

Management fees paid to general partners decreased due to portfolio run-off.

General and administrative expenses increased in 1996 as compared to 1995 due to
(i) $67,194 reimbursed to the CAI general partner during the second quarter 1996
for insurance costs related to prior years and (ii) shipping and warehouse costs
related to certain equipment returned to the Partnership.

General  and  administrative  expenses  decreased  in 1995 as  compared  to 1994
primarily because 1994 included significant expenses attributable to partnership
level taxes paid to the State of Michigan and increased  costs for  professional
services.


Liquidity and Capital Resources
-------------------------------

The Partnership funds its activities  principally with cash from rents, interest
income and sale of off-lease equipment.  Available cash and cash reserves of the
Partnership  are  invested in interest  bearing  accounts  and  short-term  U.S.
government securities pending distributions to the partners.

During  1996,  1995 and 1994,  the  Partnership  declared  distributions  to the
partners of $ 4,501,676, $4,721,260 and $8,118,393,  respectively (a substantial
portion  of  which  constituted  a  return  of  capital).  Distributions  may be
characterized for tax,  accounting and economic purposes as a return of capital,
a return  on  capital  or both.  The  total  return  on  capital  over a leasing
partnership's  life can only be determined at the termination of the Partnership
after all residual cash flows (which  include  proceeds from the  re-leasing and
sale of equipment after initial lease terms expire) have been realized. However,
as the  general  partners  have  represented  for  the  last  several  years,  a
substantial  portion of all  distributions  to the  partners is expected to be a
return of capital.

The general  partners  currently  anticipate that the Partnership  will generate
cash flow from operations and equipment  sales during 1997 which,  when added to
cash and cash equivalents on hand, should provide  sufficient cash to enable the
Partnership to meet its current operating requirements.

The general  partners have also  identified  what they believe to be an error in
the  allocation  of  taxable  income  provision  of the  Partnership  Agreement.
Specifically,  the general  partners  are not  allocated  income for entire cash
distributions  received  resulting in a deficit  capital account as shown in the
balance  sheet.  The status of a potential  change in the  allocation of taxable
income remains  unresolved pending further  discussions  between the CAI General
Partner and the Lehman General Partner.




                                       -9-

<PAGE>



Liquidity and Capital Resources
-------------------------------

The Partnership  anticipates that it will fund 1997 distributions to the limited
partners (a  substantial  portion of which is expected to constitute  returns of
capital) out of cash from operations and cash from sales during 1997. Because of
portfolio  run-off,  it is  anticipated  that cash from  operations in 1997 will
decrease relative to cash from operations in 1996. Therefore, the Partnership is
not  expected  to have  sufficient  cash  available  in 1997 to fully  fund cash
distributions  to the Class A limited  partners at annualized  rates of 14% (see
discussion  below).  The Partnership is in its liquidation period (as defined in
the Partnership  Agreement) and distributions during the liquidation period will
be based upon cash  availability  and will vary. The general  partners'  current
intent is to sell the  Partnership's  equipment and liquidate the Partnership no
later than December 31, 1997. As the Partnership's  equipment is sold,  proceeds
from such sales will be distributed also.

The Class B distributions  of cash from operations are subordinated to the Class
A limited partners receiving distributions of cash from operations, as scheduled
in the Partnership Agreement (i.e., 14%). Therefore,  because of the decrease in
the  distributions to the Class A limited  partners  effective as of March 1994,
CAII, the sole Class B limited partner,  ceased receiving  distributions of cash
from operations as of March 1994. The general partners currently anticipate that
CAII will receive total future Class B  distributions  equal to less than 25% of
the Class B limited partner's capital shown on the accompanying Balance Sheet.

                                      -10-

<PAGE>



Item 8.       Financial Statements and Supplementary Data
              -------------------------------------------

              Index to Financial Statements and
              Financial Statement Schedule

                                                                           Page
                                                                          Number
                                                                          ------
                  Financial Statements
                  --------------------

                  Independent Auditors' Report                              12

                  Balance Sheets at December 31, 1996 and 1995              13

                  Statements of Income for the years ended
                    December 31, 1996, 1995 and 1994                        14

                  Statements of Partners' Capital for the years
                    ended December 31, 1996, 1995 and 1994                  15

                  Statements of Cash Flows for the years
                    ended December 31, 1996, 1995 and 1994                  16

                  Notes to Financial Statements                            17-25


                  Financial Statement Schedule
                  ----------------------------

                  Independent Auditors' Report                              26

                  Schedule II - Valuation and Qualifying Accounts           27







                                      -11-

<PAGE>



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------




THE PARTNERS
NORTHSTAR INCOME FUND-I, L.P.:

We have audited the accompanying  balance sheets of Northstar Income Fund-I L.P.
as of  December  31,  1996 and  1995,  and the  related  statements  of  income,
partners' capital, and cash flows for each of the years in the three-year 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 Northstar Income 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 years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.

                                         /s/KPMG Peat Marwick LLP
                                         ------------------------
                                         KPMG PEAT MARWICK LLP

Denver, Colorado
January 31, 1997

                                      -12-

<PAGE>



                          NORTHSTAR INCOME FUND-I, L.P.

                                 BALANCE SHEETS

                                     ASSETS

                                                             December 31,
                                                     --------------------------
                                                        1996            1995
                                                        ----            ----

Cash and cash equivalents                            $2,456,349      $1,729,305
Accounts receivable                                     278,149         350,017
Equipment held for sale or re-lease                     324,180          14,133
Net investment in direct finance leases                 131,963         686,540
Leased equipment, net                                 1,054,064       3,915,397
                                                     ----------      ----------

     Total assets                                    $4,244,705      $6,695,392
                                                     ==========      ==========


                        LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
     Accounts payable and accrued liabilities        $   672,315    $   234,234
     Payable to affiliates                                22,881         10,470
     Rents received in advance                            18,188         66,876
     Distributions payable to partners                 1,317,168        853,980
                                                     -----------    -----------

     Total liabilities                                 2,030,552      1,165,560
                                                     -----------    -----------

Partners' Capital (Deficit):
     General partners                                   (578,739)      (578,739)
     Limited partners:
         Class A 300,000 units authorized;
               104,802 units issued and outstanding      790,910      3,945,652
         Class B                                       2,001,982      2,162,919
                                                     -----------    -----------

        Total partners' capital                        2,214,153      5,529,832
                                                     -----------    -----------

          Total liabilities and partners' capital    $ 4,244,705    $ 6,695,392
                                                     ===========    ===========





                 See accompanying notes to financial statements.

                                      -13-

<PAGE>



                          NORTHSTAR INCOME FUND-I, L.P.

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>


                                                        Years ended December 31,
                                                ------------------------------------
                                                    1996         1995         1994
                                                    ----         ----         ----
<S>                                            <C>          <C>          <C>
Revenue:
     Operating lease rentals                    $1,577,529   $3,122,669   $4,113,706
     Direct finance lease income                   132,292      133,727      199,307
     Equipment sales margin                        940,938      166,969      652,803
     Interest income                                83,396      131,832      155,170
     Other income                                   33,310      355,889      146,000
                                                ----------   ----------   ----------

         Total revenue                           2,767,465    3,911,086    5,266,986
                                                ----------   ----------   ----------

Expenses:
     Depreciation and amortization               1,142,542    2,206,241    3,082,194
     Provision for losses                                -            -      110,666
     Management fees paid to general partners       99,174      132,506      155,610
     Direct services from general partner           65,750       60,768       70,003
     General and administrative                    274,002      137,665      304,364
                                                ----------   ----------   ----------

         Total expenses                          1,581,468    2,537,180    3,722,837
                                                ----------   ----------   ----------

Net income                                      $1,185,997   $1,373,906   $1,544,149
                                                ==========   ==========   ==========

Net income allocated:
     To the general partners                    $  157,559   $  165,244   $  284,144
     To the Class A limited partners               958,099    1,125,998    1,173,830
     To the Class B limited partner                 70,339       82,664       86,175
                                                ----------   ----------   ----------

                                                $1,185,997   $1,373,906   $1,544,149
                                                ==========   ==========   ==========

Net income per weighted average Class A
    limited partner unit outstanding            $     9.14   $    10.74   $    11.20
                                                ==========   ==========   ==========

Weighted average Class A limited partner
         units outstanding                         104,802      104,802      104,802
                                                ==========   ==========   ==========
</TABLE>




                 See accompanying notes to financial statements.

                                      -14-

<PAGE>



                          NORTHSTAR INCOME FUND-I, L.P.

                         STATEMENTS OF PARTNERS' CAPITAL
              for the years ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>

                                                                    Class A
                                                                    Limited          Class A           Class B
                                                  General           Partner          Limited           Limited
                                                  Partners           Units           Partners          Partner             Total
                                                  --------          -------          --------          -------             -----
<S>                                            <C>                <C>             <C>               <C>               <C>         
Partners' capital,
 January 1, 1994                                $   (578,739)          104,802     $ 13,526,089      $  2,504,080      $ 15,451,430

Net income                                           284,144                 -        1,173,830            86,175         1,544,149
Distributions declared to partners                  (284,144)                -       (7,376,215)         (458,034)       (8,118,393)
                                                ------------      ------------     ------------      ------------      ------------

Partners' capital,
  December 31, 1994                                 (578,739)          104,802        7,323,704         2,132,221         8,877,186

Net income                                           165,244                 -        1,125,998            82,664         1,373,906
Distributions declared to partners                  (165,244)                -       (4,504,050)          (51,966)       (4,721,260)
                                                ------------      ------------     ------------      ------------      ------------

Partners' capital,
  December 31, 1995                                 (578,739)          104,802        3,945,652         2,162,919         5,529,832

Net income                                           157,559                 -          958,099            70,339         1,185,997
Distributions declared to partners                  (157,559)                -       (4,112,841)         (231,276)       (4,501,676)
                                                ------------      ------------     ------------      ------------      ------------

Partners' capital,
  December 31, 1996                             $   (578,739)          104,802     $    790,910      $  2,001,982      $  2,214,153
                                                ============      ============     ============      ============      ============
</TABLE>













                 See accompanying notes to financial statements.

                                      -15-

<PAGE>



                          NORTHSTAR INCOME FUND-I, L.P.

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                               Years ended December 31,
                                                                                ---------------------------------------------------
                                                                                    1996                1995                1994
                                                                                    ----                ----                ----
<S>                                                                            <C>                 <C>                 <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                 $ 1,185,997         $ 1,373,906         $ 1,544,149
     Adjustments to reconcile net income to net
       cash provided by operating activities:
         Depreciation and amortization                                            1,142,542           2,206,241           3,082,194
         Provision for losses                                                             -                   -             110,666
         Cost of equipment sales                                                  1,455,702             371,535           1,998,808
         Recovery of investment in direct finance leases                            528,643             657,974             727,947
         Changes in assets and liabilities:
              (Increase) decrease in accounts receivable                             50,844              52,544             (88,217)
              Increase (decrease) in accounts payable and
                accrued liabilities                                                 438,081             (78,849)             35,732
              Decrease in rents received in advance                                 (48,688)             (6,623)           (413,316)
              Increase (decrease) in payable to affiliates                           12,411              (1,869)            (12,961)
                                                                                -----------         -----------         -----------
Net cash provided by operating activities                                         4,765,532           4,574,859           6,985,002
                                                                                -----------         -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases from affiliate of equipment on operating
       leases                                                                             -                   -            (234,693)
                                                                                -----------         -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Distributions to partners                                                   (4,038,488)         (5,768,700)         (8,257,161)
                                                                                -----------         -----------         -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                727,044          (1,193,841)         (1,506,852)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                    1,729,305           2,923,146           4,429,998
                                                                                -----------         -----------         -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                        $ 2,456,349         $ 1,729,305         $ 2,923,146
                                                                                ===========         ===========         ===========

</TABLE>







                 See accompanying notes to financial statements.

                                      -16-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued


1.   Organization and Summary of Significant Accounting Policies
     -----------------------------------------------------------

     Organization

          Northstar Income Fund-I,  L.P. (the  "Partnership"),  was organized on
          August 26, 1988 as a limited  partnership  under the laws of the State
          of  Delaware  pursuant to an  Agreement  of Limited  Partnership  (the
          "Partnership  Agreement").  The Partnership was formed for the purpose
          of owning and leasing  equipment.  The Partnership will continue until
          December 31, 2038 unless  terminated  earlier in  accordance  with the
          terms of the  Partnership  Agreement.  The General  Partners'  current
          intent  is to sell  the  Partnership's  equipment  and  liquidate  the
          Partnership no later than December 31, 1997.

          The general  partners of the Partnership  are CAI Equipment  Leasing I
          Corp.  (the "CAI  General  Partner"),  a wholly  owned  subsidiary  of
          Capital  Associates,  Inc.  ("CAI"),  and Northstar  Equipment Leasing
          Income Inc. (the "Northstar General Partner"),  an affiliate of Lehman
          Brothers Inc. (the "General  Partners").  The General  Partners manage
          the Partnership,  including investment of funds,  purchase and sale of
          equipment, lease negotiation and other administrative duties.

          Capital Associates  International,  Inc. ("CAII"), an affiliate of the
          CAI  General  Partner,  is the  Class B limited  partner.  The Class B
          limited partner has contributed  equipment totaling  $4,899,866 (which
          represents  10% of the net offering  proceeds  generated from sales of
          Class A limited partner units).

     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 revenue
          and expenses during the reporting period.  For leasing entities,  this
          includes the estimate of residual values,  as discussed below.  Actual
          results could differ from those estimates.

     Partnership Cash Distributions and Allocations of Profit and Loss:

         Cash Distributions
         ------------------

          During  the  Reinvestment   Period,  as  defined  in  the  Partnership
          Agreement, cash distributions are to be made as follows:

          The General Partners and the Class A limited partners receive 3.5% and
          96.5%, respectively, of cash from operations until the Class A limited
          partners  receive  annual,  cumulative  distributions  equal to 14% of
          their contributed  capital.  Thereafter,  the General Partners and the
          Class B limited partner receive 3.5% and 96.5%, respectively,  of cash
          from  operations  until the Class B limited  partner  receives  annual
          noncumulative  distributions equal to 11% of its contributed  capital.
          The remaining cash from  operations is to be reinvested or distributed
          to the partners as specified in the Partnership Agreement.

                                      -17-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

1.   Organization and Summary of Significant Accounting Policies, continued
     -----------------------------------------------------------

     Partnership Cash Distributions and Allocations of Profit and Loss,
     continued

          Cash from  equipment  sales may be  distributed to the partners to the
          extent  necessary  to pay any  taxes  arising  from  such  sales.  The
          remaining amount is generally to be reinvested.

          After  the  reinvestment  period,  cash  is to be  distributed  to the
          partners in accordance  with the terms of the  Partnership  Agreement,
          generally,  3.5% to the  General  Partners  with the  remaining  96.5%
          allocated  90% to the Class A limited  partners and 10% to the Class B
          limited partner.

          Federal Income Tax Basis Profits and Losses
          -------------------------------------------

          Profits are first  allocated  in  proportion  to, and to the extent of
          any,  losses incurred  during prior periods.  Thereafter,  the General
          Partners,  as a class,  are generally  allocated  3.5% and the Limited
          Partners,  as a  class,  are  allocated  96.5%.  The  Class A  limited
          partners and the Class B limited  partner are  allocated  90% and 10%,
          respectively,  of the 96.5%,  until the Class A limited  partners have
          been  allocated  an  amount  equal in the  aggregate  to a 10%  annual
          cumulative  return  compounded   quarterly  on  the  Class  A  limited
          partners'   Adjusted   Capital   Contributions,   as  defined  in  the
          Partnership  Agreement.  The Class A limited  partners and the Class B
          limited partner receive 10% and 90%,  respectively,  of the balance of
          the 96.5% in profits  until the Class B limited  partner  receives  an
          allocation  equal  to  a  10%  annual   cumulative  return  compounded
          quarterly  on  the  Class  B  limited   partners'   Adjusted   Capital
          Contribution,  as defined in the Partnership Agreement.  The remaining
          balance of the 96.5% in  profits is shared 40% and 60%,  respectively,
          between the Class B limited partner and the Class A limited partners.

          Losses are first allocated in proportion to, and to the extent of any,
          prior profits.  Thereafter,  losses are generally  allocated 91.45% to
          the Class A limited partners and 8.55% to the Class B limited partner.

          Upon dissolution of the Partnership, the General Partners are required
          to contribute additional capital to the Partnership in an amount equal
          to the lesser of (1) the aggregate  deficit in their capital  accounts
          at  such  time,  or  (2)  1.01%  of  the  limited   partners'  capital
          contributions  (which amount is equal to $578,739).  During 1992,  the
          cash  distributions  to the  General  Partners  would have  caused the
          aggregate deficit in their capital accounts to exceed $578,739, except
          for the deficit  limitation  described above. In 1991, the Partnership
          made a special  allocation  of $192,087 of gross income to the General
          Partners in order to prevent the General  Partners'  aggregate deficit
          capital  account  balance  from  exceeding   $578,739.   In  1993  and
          thereafter,  the Partnership will allocate the first available dollars
          of net income to the General Partners in an amount  sufficient (to the
          extent  there are  enough  available  dollars  of gross  revenues)  to
          prevent  the  General  Partners'  aggregate  deficit  capital  account
          balance from  exceeding  $578,739 at the close of each such year.  All
          remaining  profits  and losses  will be shared by the  partners in the
          manner described in the immediately preceding paragraphs.

                                      -18-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

1.   Organization and Summary of Significant Accounting Policies, continued
     -----------------------------------------------------------

     Reclassifications

          Certain  reclassifications  have been made to prior  years'  financial
          statements to conform to the current year's presentation.

     Recently Issued Financial Accounting Standards

          The Partnership  adopted Statement of Financial  Accounting  Standards
          No. 121,  Accounting for the  Impairment of Long-lived  Assets and for
          Long-lived  Assets to be  Disposed  Of  ("SFAS  No.  121"),  effective
          January  1,  1996.  SFAS No.  121  requires  that  long-lived  assets,
          including operating leases, and certain identifiable intangibles to be
          held and used by an entity be reviewed for impairment  whenever events
          or changes in  circumstances  indicate that the carrying  amount of an
          asset  may  not  be   recoverable.   In  performing   the  review  for
          recoverability,  the entity  should  estimate  the  future  cash flows
          expected  to  result  from  the  use of the  asset  and  its  eventual
          disposition.   If  the  sum  of  the   expected   future   cash  flows
          (undiscounted  and without interest charges) is less than the carrying
          amount of the asset, an impairment loss is recognized.  Otherwise,  an
          impairment loss is not  recognized.  Measurement of an impairment loss
          for long-lived  assets,  including  operating leases, and identifiable
          intangibles  held by the Partnership is based on the fair value of the
          asset  calculated by discounting  the expected future cash flows at an
          appropriate interest rate. The adoption of this statement did not have
          a material effect on the Partnership's  financial condition or results
          of operations.

     Lease Accounting

          Statement of Financial  Accounting  Standards No. 13,  Accounting  for
          Leases,  requires  that a lessor  account for each lease by the direct
          finance,   sales-type  or  operating  lease  method.  The  Partnership
          currently  utilizes the direct financing and operating methods for all
          of the Partnership's  equipment under lease. Direct finance leases are
          defined  as  those  leases  which  transfer  substantially  all of the
          benefits and risks of ownership  of the  equipment to the lessee.  For
          all  types of  leases,  the  determination  of  profit  considers  the
          estimated value of the equipment at lease termination,  referred to as
          the residual value.

     The Partnership's  accounting methods and their financial reporting effects
     are described below.

     Net Investment in Direct Finance Leases ("DFLs")

          The cost of the  equipment,  including  acquisition  fees  paid to the
          general  partners,  is  recorded  as net  investment  in  DFLs  on the
          accompanying balance sheet. Leasing revenue,  which is recognized over
          the term of the lease,  consists of the excess of lease  payments plus
          the estimated  residual value over the equipment's cost. Earned income
          is recognized monthly to provide a constant yield and is recorded as

                                      -19-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

1.   Organization and Summary of Significant Accounting Policies, continued
     -----------------------------------------------------------

     Net Investment in Direct Finance Leases ("DFLs")

          direct  finance lease income on the  accompanying  income  statements.
          Residual  values  are  established  at  lease  inception  equal to the
          estimated   value  to  be  received  from  the   equipment   following
          termination  of the  initial  lease  (which in  certain  circumstances
          includes anticipated re-lease proceeds),  as determined by the general
          partners. In estimating such values, the general partners consider all
          relevant information regarding the equipment and the lessee.

     Equipment on Operating Leases ("OLs")

          The cost of equipment,  including acquisition fees paid to the general
          partners,  is recorded as leased equipment in the accompanying balance
          sheets and is depreciated on a straight-line basis over the lease term
          to an  amount  equal to the  estimated  residual  value  at the  lease
          termination  date.  Leasing  revenue  consists  principally of monthly
          rents and is recognized as operating lease rentals in the accompanying
          income statements.  Residual values are established at lease inception
          equal  to the  estimated  value  to be  received  from  the  equipment
          following   termination   of  the  initial  lease  (which  in  certain
          circumstances  includes anticipated re-lease proceeds),  as determined
          by the  general  partners.  In  estimating  such  values,  the general
          partners consider all relevant information and circumstances regarding
          the equipment and the lessee.

     Allowance for Losses

          An allowance  for losses is  maintained  at levels  determined  by the
          general  partners to adequately  provide for any  other-than-temporary
          declines in asset values. In determining losses,  economic conditions,
          the activity in the used equipment  markets,  the effect of actions by
          equipment  manufacturers,  the  financial  condition  of lessees,  the
          expected  courses of action by lessees with regard to leased equipment
          at  termination of the initial lease term, and other factors which the
          general  partner   believes  are  relevant,   are  considered.   Asset
          chargeoffs  are recorded upon the  termination  or  remarketing of the
          underlying  assets.  The lease  portfolio  is  reviewed  quarterly  to
          determine the adequacy of the allowance for losses.


     Transactions Subsequent to Initial Lease Termination

          After the  initial  lease  term of  equipment  on lease  expires,  the
          equipment  is  either  sold or  re-leased  to the  existing  lessee or
          another third party. The remaining net book value of equipment sold is
          removed  and  gain  or loss  recorded  when  equipment  is  sold.  The
          accounting for re-leased  equipment is consistent  with the accounting
          described   under  "Net  Investment  in  Direct  Finance  Leases"  and
          "Equipment on Operating Leases" above.

                                      -20-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

1.   Organization and Summary of Significant Accounting Policies, continued
     -----------------------------------------------------------

     Income Taxes

          No  provision  for  income  taxes  has  been  made  in  the  financial
          statements since taxable income or loss is recorded in the tax returns
          of the individual partners.

     Cash Equivalents

          The Partnership considers  short-term,  highly liquid investments that
          are  readily   convertible  to  known  amounts  of  cash  to  be  cash
          equivalents.

          Cash equivalents of $2,448,000 and $1,539,000 at December 31, 1996 and
          1995,  respectively,  are comprised of an investment in a money market
          fund  which  invests  solely  in  U.S.  Government  securities  having
          maturities of 90 days or less.

     Equipment Held for Sale or Re-lease

          Equipment held for sale or re-lease,  recorded at the lower of cost or
          market value expected to be realized, consists of equipment previously
          leased  to end  users  which  has  been  returned  to the  Partnership
          following lease expiration.

     Net Income Per Class A Limited Partner Unit

          Net income per Class A limited  partner  unit is  computed by dividing
          net income  allocated to the Class A limited  partners by the weighted
          average number of Class A limited partner units outstanding during the
          period.

2.   Net Investment in Direct Finance Leases
     ---------------------------------------

     The  components of the net  investment in direct finance leases at December
     31, 1996 and 1995 were:

                                                         1996            1995
                                                         ----            ----

     Minimum lease payments receivable                $ 130,149       $ 367,471
     Estimated unguaranteed residual value               32,566         346,635
     Unearned lease income                              (30,752)        (27,566)
                                                      ---------       ---------
                                                      $ 131,963       $ 686,540
                                                      =========       =========



                                      -21-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

2.   Net Investment in Direct Finance Leases, continued
     ---------------------------------------

     Minimum  lease  payments  receivable  at  December  31,  1996  are  due  in
     installments as follows:

     Year Ending December 31,
     ------------------------

              1996                                  $ 113,835
              1997                                     16,314
                                                    ---------
              Total                                 $ 130,149
                                                    =========

3.   Equipment on Operating Leases
     -----------------------------

     The  Partnership's  investments  in equipment on operating  leases by major
     class as of December 31, 1996 and 1995 were:
                                                      1996              1995
                                                      ----              ----

     Transportation and industrial equipment     $  3,549,277      $  9,262,076
     Computers and peripherals                              -         1,083,771
     Office furniture and fixtures                          -         1,094,729
     Other                                            618,437         1,235,855
                                                 ------------      ------------
                                                    4,167,714        12,676,431
     Less:
         Accumulated depreciation                  (2,640,962)       (8,311,071)
         Allowance for losses                        (472,688)         (449,963)
                                                  ------------     ------------
                                                 $  1,054,064      $  3,915,397
                                                 ============      ============

     Depreciation  expense for 1996,  1995 and 1994 was $ 1,142,542,  $2,206,241
     and $3,082,194, respectively.

     Future  minimum  lease  rentals  under  noncancelable  operating  leases at
     December 31, 1996 are due in install ments as follows:

     Year Ending December 31,

         1997                                       $ 383,254
         1998                                          10,800
                                                    ---------
         Total                                      $ 394,054
                                                    =========

     Future minimum lease rentals do not include  amounts which will be received
     under certain  equipment leases for rents which may vary according to CAI's
     future cost of funds.  These contingent rentals amounted to approximately 
     $2,818, $21,800 and $23,000 during 1996, 1995 and 1994, respectively.

                                      -22-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

4.   Transactions With the General Partners and Affiliates
     -----------------------------------------------------

     Acquisition Fees
     ----------------

     As permitted under terms of the Partnership  Agreement,  an acquisition fee
     is paid to the CAI General Partner for evaluating,  selecting,  negotiating
     and consummating the acquisition of equipment. The fee is equal to 2.25% of
     the price of equipment  purchased with net offering  proceeds and 3% of the
     price of equipment purchased with reinvested operating proceeds. There were
     no  acquisition  fees in 1996 or 1995.  Acquisition  fees totaled $6,836 in
     1994, all of which were  capitalized by the Partnership as part of the cost
     of the equipment on operating  leases and net  investment in direct finance
     leases.

     Management Fees
     ---------------

     As permitted under terms of the Partnership Agreement, the general partners
     receive  management fees equal to 2.675% of monthly gross rentals  received
     by the Partnership (payable 2% to the CAI General Partner and 0.675% to the
     Lehman   Brothers   General   Partner),   payable  monthly  in  arrears  as
     compensation for services rendered in connection with the management of the
     Partnership's  equipment.  Management  fees totaled  $78,685,  $107,761 and
     $125,327 in 1996, 1995 and 1994, respectively.

     Incentive Management Fee
     ------------------------

     The General  Partners  receive an incentive  management  fee equal to 5% of
     monthly gross rentals from releases received by the Partnership (payable 4%
     to the CAI General Partner and 1% to the Lehman Brothers General  Partner),
     payable monthly in arrears as compensation for negotiating and consummating
     extensions,   renewals  and  re-leases  of  equipment  and  monitoring  the
     subsequent  performance  of  lessees  as  permitted  under the  Partnership
     Agreement.  Incentive management fees totaled $20,489,  $24,745 and $30,283
     in 1996, 1995 and 1994, respectively.

     Direct Services
     ---------------

     The General  Partners and their  affiliates  provide  accounting,  investor
     relations,  billing,  collecting, asset management and other administrative
     services  to  the  Partnership.  The  Partnership  reimburses  the  General
     Partners for these services  performed on its behalf as permitted under the
     terms of the Partnership  Agreement.  Such reimbursements  totaled $65,750,
     $60,768 and $70,003 in 1996, 1995 and 1994, respectively.

     Equipment Purchases
     -------------------

     The  Partnership  made  no  equipment   purchases  in  1996  or  1995.  The
     Partnership  purchased  equipment  from CAII with a total purchase price of
     $234,693  during 1994.  The  Partnership  purchased the equipment at CAII's
     cost, plus reimbursement of other acquisition costs, as provided for in the
     Partnership Agreement.

                                      -23-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

4.   Transactions With the General Partners and Affiliates, continued
     -----------------------------------------------------


     Payable to Affiliates
     ---------------------

     Payable to  affiliates  consists  primarily of  management  fees and direct
     services payable to the General Partners.


     Disposition Fee
     ---------------

     The CAI General Partner earns a subordinated  fee with respect to each sale
     of  equipment  in an amount  not to exceed the lesser of (a) 50% of the fee
     that  would be  charged  by an  unaffiliated  party or (b) 3% of the  gross
     contract price relating to each sale of equipment.  The disposition fee has
     not and will  not be paid to the CAI  General  Partner  until  the  Class A
     limited  partners have received  cash  distributions  in an amount equal to
     their capital contributions plus an 8% annual, cumulative return compounded
     quarterly on their adjusted capital contributions, calculated from the date
     that each  Class A limited  partner is  admitted  to the  Partnership.  The
     Partnership has not accrued any  disposition  fees since inception since it
     is  anticipated  that the  limited  partners  will not  receive the minimum
     distributions described above.


5.   Tax Information (Unaudited)
     ---------------

     The following  reconciles  net income for financial  reporting  purposes to
     income for federal income tax purposes for the years ended December 31,:
<TABLE>
<CAPTION>


                                                                  1996           1995           1994
                                                                  ----           ----           ----

    <S>                                                      <C>            <C>            <C>        
     Net income per financial statements                      $ 1,185,995    $ 1,373,906    $ 1,544,149
     Differences due to:
        Direct finance leases                                     481,984        960,182        738,287
        Depreciation                                              115,760        334,595       (347,992)
        Provision for losses                                            -              -        (42,120)
        Loss on sale of equipment                                  (3,579)      (200,851)       761,539
        Other                                                     (26,679)        91,387        (92,216)
                                                              -----------    -----------    -----------

     Partnership income for federal income tax purposes       $ 1,753,481    $ 2,559,219    $ 2,561,647
                                                              ===========    ===========    ===========

</TABLE>




                                      -24-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

5.   Tax Information (Unaudited), continued
     ---------------

     The following reconciles partners' capital for financial reporting purposes
     to  partners'  capital for federal  income tax purposes for the years ended
     December 31,:
<TABLE>
<CAPTION>

                                                                   1996            1995            1994
                                                                   ----            ----            ----

    <S>                                                      <C>             <C>             <C>         
     Partners' capital per financial statements               $  2,214,153    $  5,529,832    $  8,877,186
     Differences due to:
       Commissions and offering costs                            6,792,543       6,792,543       6,792,543
       Direct finance leases                                     8,372,539       7,890,555       6,930,373
       Depreciation                                            (10,614,792)    (10,730,552)    (11,065,147)
       Provision for losses                                      3,652,511       3,652,511       3,652,511
       Reduction for excess of fair value over basis
         on contributed property                                  (617,411)       (617,411)       (617,411)
       Loss on sale of equipment                                  (988,799)       (985,220)       (784,369)
       Other                                                        43,965          70,644         (20,742)
                                                              ------------    ------------    ------------
     Partners' capital for federal income tax purposes        $  8,854,709    $ 11,602,902    $ 13,764,944
                                                              ============    ============    ============
</TABLE>


6.   Concentration of Credit Risk
     ----------------------------

     Approximately 75% of the Partnership's  equipment under lease was leased to
     investment  grade  lessees.  Pursuant  to  the  Partnership  Agreement,  an
     investment  grade lessee is a company (1) with a credit  rating of not less
     than Baa, as determined by Moody's Investor Services,  Inc. or (2) that has
     comparable credit ratings,  as determined by other recognized credit rating
     services, or (3) which, if not rated by a recognized credit rating service,
     then in the  opinion  of the  General  Partners,  is of  comparable  credit
     quality.

     The  Partnership's  cash balance is maintained  with a high credit  quality
     financial institution. At times such balances may exceed the FDIC insurance
     limit due to the  receipt  of lockbox  amounts  that have not  cleared  the
     presentment  bank  (generally  for less  than two  days).  As funds  become
     available, they are invested in a money market mutual fund.

7.   Disclosures about Fair Value of Financial Instruments
     -----------------------------------------------------

     Statement  of Financial  Standards  No. 107 ("SFAS No.  107"),  Disclosures
     about Fair Value of Financial  Instruments  specifically  excludes  certain
     items from its disclosure  requirements such as the Company's investment in
     leased assets.  The carrying amounts at December 31, 1996 for cash and cash
     equivalents, accounts receivable, accounts payable and accrued liabilities,
     payable to  affiliates,  rents and sale  proceeds  received  in advance and
     distributions  payable to partners approximate their fair values due to the
     short maturity of these instruments.

                                      -25-

<PAGE>




                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



THE PARTNERS
NORTHSTAR INCOME FUND-I, L.P.:

Under date of January 31, 1997,  we reported on the balance  sheets of Northstar
Income Fund-I, L.P. as of December 31, 1996 and 1995, and the related statements
of  income,  partners'  capital,  and cash  flows  for each of the  years in the
three-year  period ended  December 31, 1996,  as contained in the  Partnership's
annual report on Form 10-K for the year 1996.  In connection  with our audits of
the  aforementioned  financial  statements,  we have also  audited  the  related
financial  statement  Schedule  II, as listed in the  accompanying  index.  This
financial   statement  schedule  is  the  responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion  on this  financial
statement schedule based on our audits.

In our opinion,  the related financial  statement  schedule,  when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.


                                         /s/KPMG Peat Marwick LLP
                                         ------------------------
                                         KPMG PEAT MARWICK LLP

Denver, Colorado
January 31, 1997

                                      -26-

<PAGE>



                          NORTHSTAR INCOME FUND-I, L.P.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                  Years ended December 31, 1996, 1994 and 1993
<TABLE>
<CAPTION>


COLUMN A                                        COLUMN B                 COLUMN C                 COLUMN D       COLUMN E
--------                                        --------       -------------------------------   ----------      --------  
                                                                                 Additions
                                              Balance at       Additions       (deductions)                         Balance
                                              beginning        charged to      charged to                           at end
Classification                                of period        expenses       other accounts     Deductions        of period
--------------                               -----------      -----------     ----------------   ----------      ------------
<S>                                         <C>            <C>                  <C>             <C>             <C>
                                                                              (1)          (2)      (3)


         1996
---------------------

Allowance for losses:
  Equipment on operating leases              $ 449,963      $             -      $  41,725       $ (19,000)      $ 472,688
                                             =========      ===============      =========       =========       =========


         1995
---------------------

Allowance for losses:
  Equipment on operating leases              $ 494,215      $             -      $ (42,821)      $  (1,431)      $ 449,963
                                             =========      ===============      =========       =========       =========


        1994
---------------------

Allowance for losses:
  Accounts receivable                        $ 150,221      $             -      $(150,221)      $       -
  Equipment on operating leases                475,397              110,666         18,818        (110,666)        494,215
                                             ---------      ---------------      ---------       ---------       ---------

          Totals                             $ 625,618      $       110,666      $(131,403)      $(110,666)      $ 494,215
                                             =========      ===============      =========       =========       =========

</TABLE>








(1)      Primarily represents reclassifications between allowance categories.
(2)      Represents offsetting entries to the individual accounts comprising the
         net  investment  in  direct  finance  leases  for  adjustments  made to
         estimated residual values.
(3)      Represents allowance charge-offs and write-downs for equipment
         impairment.





                  See accompanying independent auditors' report

                                      -27-

<PAGE>



Item 9.     Disagreements on Accounting and Financial Disclosures
            -----------------------------------------------------

None


Item 10.    Directors and Executive Officers of the Partnership
            ---------------------------------------------------

The  Partnership  has no officers and directors.  The General  Partners  jointly
manage  and   control  the  affairs  of  the   Partnership   and  have   general
responsibility and authority in all matters affecting its business.  Information
concerning  the directors and executive  officers of the General  Partners is as
follows:


                          CAI Equipment Leasing I Corp.
                          -----------------------------

             Name                                Positions Held
             ----                                --------------

    John F. Olmstead            President and Director

    Dennis J. Lacey             Senior Vice President and Director

    John E. Christensen         Senior Vice President, Principal Financial and 
                                Chief Administrative Officer and Director

    Anthony M. DiPaolo          Senior Vice President, Assistant Secretary and
                                Director

    Daniel J. Waller            Vice President and Director

    Richard H. Abernethy        Vice President and Director

    John A. Reed                Vice President, Assistant Secretary and Director

    Robert A. Golden            Vice President and Director

    David J. Anderson           Chief Accounting Officer and Secretary


JOHN F. OLMSTEAD,  age 52 joined CAII as Vice President in December,  1988, is a
Senior  Vice  President  of CAI and CAII  and is head of  CAII's  Public  Equity
division.  He has served as Chairman of the Board for Neo-kam Industries,  Inc.,
Matchless Metal Polish Company, Inc. and ACL, Inc. for more than 5 years. He has
over 20 years of experience  holding various  positions of responsibility in the
leasing  industry.  Mr. Olmstead holds a Bachelor of Science degree from Indiana
University and a Juris Doctorate degree from Indiana Law School.



                                      -28-

<PAGE>



Item 10.    Directors and Executive Officers of the Partnership, continued
            ---------------------------------------------------

DENNIS J. LACEY,  age 43, joined CAI as Vice President,  Operations,  in October
1989.  Mr. Lacey was  appointed  Treasurer on January 1, 1991,  Chief  Financial
Officer on April 11, 1991, a director on July 19, 1991,  and President and Chief
Executive  Officer on September 6, 1991.  Prior to joining CAI, Mr. Lacey was an
audit partner for the public accounting firm of Coopers & Lybrand.  Mr. Lacey is
also a director and senior officer of CAII, CAI Equipment  Leasing I Corp.,  CAI
Equipment  Leasing II Corp.,  CAI  Equipment  Leasing III Corp.,  CAI  Equipment
Leasing IV Corp., CAI Equipment  Leasing V Corp., CAI Leasing Canada,  Ltd., CAI
Partners   Management   Company,   CAI   Securities   Corporation,   CAI   Lease
Securitization I Corp. and Capital Equipment Corporation  (collectively referred
to  herein as the "CAI  Affiliates"),  all of which  are  first- or  second-tier
wholly-owned subsidiaries of CAI.

JOHN E.  CHRISTENSEN,  age 49,  joined CAII as Vice  President  and Treasurer in
November  1988.  He now  serves  as Senior  Vice  President,  Finance  and Chief
Financial  Officer  of CAI and CAII.  Mr.  Christensen  previously  held  senior
management  positions at Maxicare Health Plans,  Inc.,  Global Marine,  Inc. and
Santa Fe International,  Inc. Mr.  Christensen  obtained his MBA in Finance from
the  University of Michigan and his Bachelor of Arts degree from Michigan  State
University.

ANTHONY M. DIPAOLO,  age 37, joined CAII in July 1990 as an Assistant  Treasurer
and is currently Senior Vice  President-Business  Development.  He has also held
the  positions  of  Senior  Vice   President-Controller   and   Assistant   Vice
President-Credit  Administration for the Company. Mr. DiPaolo has held financial
management  positions as Chief Financial Officer for Mile High Kennel Club, Inc.
from 1988 to 1990 and was Vice President/Controller for VICORP Restaurants, Inc.
from 1986  through  1988.  Mr.  DiPaolo  holds a Bachelor  of Science  degree in
Accounting from the University of Denver.

DANIEL J.  WALLER,  age 38,  joined CAII in July 1990,  as a manager of Investor
Relations.  Mr.  Waller  assumed  the  responsibility  for the asset  management
department a short time later, and is currently Vice President,  Capital Markets
Group.  Prior to joining  CAII,  Mr.  Waller was an audit manager with Coopers &
Lybrand for over three years and gained  considerable  experience in the leasing
industry.  While at  Coopers &  Lybrand,  Mr.  Waller  held  positions  with the
International Accounting and Auditing Committee as well as the national Auditing
Directorate.  Mr. Waller holds a Bachelor of Arts degree in accounting  from the
University of Northern Iowa.

RICHARD H. ABERNETHY,  age 42, joined CAII in April 1992 as Equipment  Valuation
Manager  and  currently  serves  as Vice  President  of  Asset  Management.  Mr.
Abernethy has thirteen years experience in the leasing industry, including prior
positions with Barclays  Leasing Inc.,  from November 1986 to February 1992, and
Budd Leasing  Corporation,  from January 1981 to November  1986.  Mr.  Abernethy
holds a Bachelor of Arts in Business Administration from the University of North
Carolina at Charlotte.

JOHN A. REED,  age 41,  joined  CAII in  January  1990 as the Tax  Director  and
Assistant  Secretary.  Mr. Reed is currently the Vice President of Marketing and
is  responsible  for all  lease  documentation  and  management  of  transaction
structuring and processing.  Prior to joining the Marketing Department, Mr. Reed
was Vice  President  of Credit and Debt  Administration.  He spent seven and one
half years with Coopers & Lybrand in the Tax Department and served on CAII's tax
consulting engagement during that time. Mr. Reed holds a Bachelor of Arts degree
in Social  Sciences and Masters of Science in  Accounting,  from Colorado  State
University.

                                      -29-

<PAGE>



Item 10.    Directors and Executive Officers of the Partnership, continued
            ---------------------------------------------------

ROBERT A. GOLDEN,  age 51, is Vice  President and the National  Sales Manager of
the Company.  Mr. Golden joined the Company in 1993 as a Branch Manager.  He was
promoted  to his  current  position  in  September  1994.  Prior to joining  the
Company, he was an Executive Vice President with the U.S. Funds Group, President
of BoCon Capital  Group and Vice  President  with  Ellco/GE  Capital for fifteen
years. Mr. Golden is an officer, but not a director, of CAII.

DAVID J.  ANDERSON,  age 43,  joined CAII in August 1990 as Manager of Billing &
Collections and currently  serves as Assistant  Vice-President/Chief  Accounting
Officer. Prior to joining CAII, Mr. Anderson was Vice-  President/Controller for
Systems  Marketing,  Inc.,  from 1985 to 1990,  and  previous to that working in
several senior staff  positions at the Los Alamos  National  Laboratory and with
Ernst & Whinney. Mr. Anderson holds a Bachelor of Business Administration degree
in Accounting from the University of Wisconsin.

                    Northstar Equipment Leasing Income Inc.
                    ---------------------------------------

              Name                                     Positions Held
              ----                                     --------------

          Paul L. Abbott                              Managing Director

          Robert Sternlieb                            Assistant Vice President

PAUL L. ABBOTT, 51, is a Managing Director of Lehman Brothers. Mr. Abbott joined
Lehman Brothers in August 1988, and is responsible for investment  management of
residential,  commercial  and  retail  real  estate.  Prior  to  joining  Lehman
Brothers,  Mr.  Abbott was a real estate  consultant  and a senior  officer of a
privately held company  specializing  in the  syndication of private real estate
limited  partnerships.  From 1974 through 1983, Mr. Abbott was an officer of two
life insurance  companies and a director of an insurance agency subsidiary.  Mr.
Abbott received his formal education in the  undergraduate  and graduate schools
of Washington University in St. Louis.

ROBERT  STERNLIEB,  32, is an Assistant Vice President of Lehman Brothers and is
responsible  for asset  management  within  the  Diversified  Asset  Group.  Mr.
Sternlieb  joined Lehman  Brothers in April 1989 as an asset  manager.  From May
1986 to April 1989,  he was a systems  analyst at Drexel  Burnham  Lambert.  Mr.
Sternlieb received a B.S. degree in Finance from Lehigh University in 1986.


Item 11.    Executive Compensation
            ----------------------

No compensation was paid by the Partnership to the officers and directors of the
General Partners. See Item 13 of this Report, "Certain Relationships and Related
Transactions",  for a  description  of the  compensation  and  fees  paid to the
General Partners and their affiliates by the Partnership during 1996.




                                      -30-

<PAGE>



Item 12.    Security Ownership of Certain Beneficial Owners and Management
            --------------------------------------------------------------

(a)  As of the date  hereof,  no  person is known by the  Partnership  to be the
     beneficial  owner of more than 5% of the Class A limited  partner  units of
     the Partnership.  The Partnership has no directors or officers, and neither
     the General  Partners  nor the Class B limited  partner of the  Partnership
     owns any Class A limited partner units.

            CAII,  an  affiliate  of the CAI General  Partner,  owns 100% of the
            Partnership's Class B limited partner interest.

            CAI Equipment Leasing I and Northstar Equipment Leasing Income Inc.
            own 100% of the Partnership's general partner interest.

            The names and  addresses  of the  General  Partners  and the Class B
            limited partner are as follows:


            CAI General Partner
            -------------------

            CAI Equipment Leasing I Corp.
            7175 West Jefferson Avenue
            Suite 4000
            Lakewood, Colorado 80235


            Lehman Brothers General Partner
            -------------------------------

            Northstar Equipment Leasing Income Inc.
            c/o Lehman Brothers
            3 World Financial Center - 29th Floor
            New York, New York 10285


            Class B Limited Partner
            ---------------------

            Capital Associates International, Inc.
            7175 West Jefferson Avenue
            Suite 4000
            Lakewood, Colorado 80235

(b)  No  directors  or officers of the CAI  General  Partner,  the Lehman
     Brothers  General  Partner or the Class B limited  partner owned any Class
     A limited partner units as of February 1, 1997.

(c)  The Partnership  knows of no arrangements,  the operation of which may at a
     subsequent date result in a change in control of the Partnership.


                                      -31-

<PAGE>



Item 13.    Certain Relationships and Related Transactions
            ----------------------------------------------

The General Partners and their affiliates receive certain types of compensation,
fees or other distributions in connection with the operations of the Partnership
as discussed below:

Management Fee
--------------

The General Partners receive a monthly fee in an amount equal to 2.675% of gross
rentals received by the Partnership (payable 2.0% to the CAI General Partner and
 .675% to the Lehman  Brothers  General  Partner) as  compensation  for  services
rendered in  connection  with the  management  of the  Partnership's  equipment.
Management fees earned by the General Partners totaled $78,685 during 1996.

Incentive Management Fee
------------------------

The General  Partners receive a monthly fee equal to 5% of monthly gross rentals
from  re-leases  received  by the  Partnership  (payable  4% to the CAI  General
Partner  and 1% to the Lehman  Brothers  General  Partner) as  compensation  for
negotiating and consummating extensions, renewals and re-leases of equipment and
monitoring the  subsequent  performance of lessees.  Incentive  management  fees
totaled $20,489 during 1996.

Disposition Fee
---------------

The CAI General  Partner earns a  subordinated  fee with respect to each sale of
equipment in an amount not to exceed the lesser of (a) 50% of the fee that would
be  charged  by an  unaffiliated  party or (b) 3% of the  gross  contract  price
relating to each sale of equipment.  The disposition fee has not and will not be
paid to the CAI General Partner until the Class A limited partners have received
cash distributions in an amount equal to their capital  contributions plus an 8%
annual,  cumulative  return  compounded  quarterly  on  their  adjusted  capital
contributions,  calculated  from the date that each  Class A limited  partner is
admitted to the  Partnership.  The  Partnership  has not accrued any disposition
fees since inception since it is anticipated  that the limited partners will not
receive distributions in the aforementioned amounts.

Accountable General and Administrative Expenses
-----------------------------------------------

The General  Partners are entitled to  reimbursement of certain expenses paid on
behalf  of  the   Partnership   which  are  incurred  in  connection   with  the
Partnership's operations.  Such reimbursable expenses amounted to $65,750 during
1996.

Additionally,   the  General   Partners   receive  3.5%  of   Partnership   cash
distributions  and are  allocated  certain  Partnership  net  income  and  gross
revenues  (shared 2% to the CAI General  Partner and 1.5% to the Lehman Brothers
General Partner) relating to their general partner interests in the Partnership.
Distributions  paid and net income  allocated  to the General  Partners  totaled
$141,347 and $157,559 respectively,  for 1996. Distributions paid and net income
allocated  to  the  Class  B  limited   partner   were   $142,165  and  $70,339,
respectively, for 1996.


                                      -32-

<PAGE>



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

     (a)
     and
     (d)          The following documents are filed as part of this Report:

                  1.    Financial Statements: (Incorporated by reference to Item
                        8   of   this   Report,    "Financial   Statements   and
                        Supplementary Data").

                  2.    Financial Statement Schedule: (Incorporated by reference
                        to  Item 8 of this  Report,  "Financial  Statements  and
                        Supplementary Data").

     (b)          The Partnership did not file any reports on Form 8-K during
                  the quarter ended December 31, 1996.

     (c)          Exhibits required to be filed.

                  Exhibit                                    Exhibit
                  Number                                      Name
                  ------                                     ------

                    4.1* Amended and Restated  Agreement of Limited  Partnership
                         (incorporated by reference to Exhibit 2(a) contained in
                         the  Partnership's  Form  8-A  Registration  Statement,
                         dated May 4, 1990, Commission File No. 0-18558)

                    4.2* Amendment  No. 1 to Amended and  Restated  Agreement of
                         Limited  Partnership   (incorporated  by  reference  to
                         Exhibit 4(d) contained in Post-Effective  Amendment No.
                         1 to the Partnership's Form S-1 Registration  Statement
                         dated May 8, 1989, Commission File No. 33-24022)

                       * Not filed  herewith.  In accordance with Rule 12b-32 of
                         the General Rules and Regulations  under the Securities
                         Exchange Act of 1934, reference is made to the document
                         previously filed with the Commission.

                                      -33-

<PAGE>



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Partnership  has duly  caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated:      March 7, 1997              Northstar Income Fund-I, L.P.
                                       By:      CAI Equipment Leasing I Corp.


                                       By:      /s/John F. Olmstead
                                                -------------------
                                                John F. Olmstead
                                                President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the general partner
of the Partnership and in the capacities indicated on March 7, 1997.

Signature                                        Title
---------                                        -----



/s/John F. Olmstead
------------------------
John F. Olmstead                  President and Director



/s/Dennis J. Lacey
------------------------
Dennis J. Lacey                   Senior Vice President and Director



/s/John E. Christensen
------------------------
John E. Christensen               Senior Vice President, Principal Financial and
                                  Chief Administrative Officer and Director


/s/Anthony M. DiPaolo
------------------------
Anthony M. DiPaolo                Senior Vice President, Assistant Secretary and
                                  Director


/s/Daniel J. Waller
------------------------
Daniel J. Waller                  Vice President and Director


/s/Richard H. Abernethy
------------------------
Richard H. Abernethy              Vice President and Director


/s/John A. Reed
------------------------
John A. Reed                      Vice President, Assistant Secretary and
                                  Director



/s/Robert A. Golden
------------------------
Robert A. Golden                  Vice President and Director



/s/David J. Anderson
------------------------
David J. Anderson                 Chief Accounting Officer and Secretary

                                      -34-