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, 1995

[ ]  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").

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 1995 and it is not  anticipated  that the
Partnership will acquire any material amount of equipment in future periods.

The Partnership  leases  equipment to investment grade and  noninvestment  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.  Approximately  75% of the Partnership's  total
equipment under lease was leased to investment grade lessees or equivalent as of
December 31, 1995.

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.

Although  not  subject to seasonal  variations,  the  Partnership's  business is
directly  affected  by the  national  economy  and the new  and  used  equipment
markets. As discussed in the Prospectus,  the Partnership  initially  emphasized
the  acquisition  of  office  technology   equipment.   Increased   competition,
particularly  from large leasing  companies,  including  IBM Credit  Corporation
("ICC")  has  resulted  in  decreased  profit  margins  in this  segment  of the
equipment leasing  industry.  The IBM equipment market segment in particular has
recently been returning  significantly reduced yields on equipment leases due to
increased industry competition. IBM has encountered significant competition from
Amdahl, Hitachi and EMC in the mainframe related market. IBM has also seen their
market share erode due to the movement  away from  mainframes  to  client-server
networks.  The Partnership purchased a higher volume of low technology equipment
during 1992, 1993 and 1994 to offset the market conditions described.

                                       -2-

<PAGE>



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

These same factors  described above have also created a more competitive  market
for  most  used  equipment  and,  as  a  result,  the  Partnership  is  devoting
substantial  effort to remarketing  the equipment in its maturing  initial lease
portfolio.  The IBM and other high technology  equipment  secondary markets have
produced a lower  return due to the more rapid  technological  obsolescence  and
resulting  shorter  useful life of equipment.  This has resulted in a more rapid
turnover  of  equipment  by  lessees  that has made the  realization  of initial
equipment residual values extremely difficult.

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.

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.  In 1995,
Charles Schwab accounted for 13.70%,  Dow Chemical accounted for 13.42% and A.O.
Smith  accounted for 10.64% of total  Partnership  rental  revenue in 1995.  The
Partnership is in its liquidation period.  Therefore, as the portfolio runs off,
the  remaining  lessees will make up an  increasingly  larger  percentage of the
total portfolio.

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  Partner's  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".

                                       -3-

<PAGE>



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
1995.

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  February 13, 1996,  the number of Class A limited partners was
          3,111.

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

          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
                                                                   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, 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                   .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>

          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.
          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  distribution  for the quarter ended  December 31, 1995,  totaling
          $823,614  (cash  from  sales of  $4,296  and cash from  operations  of
          $819,318)  was paid to the Class A  limited  partners  during  January
          1996.  Distributions  to the  General  Partners  and  Class B  limited
          partner during 1995 are discussed in Item 13 of this Report,  "Certain
          Relationships and Related Transactions".

                                       -4-

<PAGE>


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

(c)       Distributions, continued
          -------------

          The general  partners  currently  anticipate that the Partnership will
          generate cash flow from  operations  and  equipment  sales during 1996
          which 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.

          The Partnership  anticipates  that it will fund 1996  distributions to
          the limited  partners (a  substantial  portion of which is expected to
          constitute  returns  of  capital)  almost  entirely  out of cash  from
          operations during 1996. Because of the continuing decrease in the size
          of the Partnership's lease portfolio, it is anticipated that cash from
          operations in 1996 will decrease  relative to cash from  operations in
          1995.  Therefore,  the  Partnership is not expected to have sufficient
          cash available in 1996 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).  Distributions  during the liquidation period
          will be based  upon  cash  availability  and will  vary.  The  General
          Partner's  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.

          During 1994, 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, 1993     January 1994      $ 1,834,035          $ 17.50                $ 17.50                     -
          March 31, 1994        April 1994          1,834,035            17.50                  17.50                     -
          June 30, 1994         July 1994           2,532,056            24.17                   7.90               $ 16.27
          September 30, 1994    October 1994        1,239,270            11.83                   8.47                  3.36
                                                  -----------          -------                -------               -------

                                                  $ 7,439,396          $ 71.00                $ 51.37               $ 19.63
                                                  ===========          =======                =======               =======
</TABLE>

                                       -5-

<PAGE>



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

The following selected financial data relates to 1995 through 1991. 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,
                                               ---------------------------------------------------------------------------------
                                                  1995             1994              1993             1992              1991
                                                  ----             ----              ----             ----              ----
<S>                                           <C>              <C>               <C>              <C>              <C>

Total revenue                                  $ 3,911,086      $ 5,266,986       $ 8,223,119      $ 9,830,321      $ 12,015,262

Net income                                       1,373,906        1,544,149         1,888,272        1,405,412           877,412

Net income per weighted average
  Class A limited partner unit outstanding           10.74            11.20             14.25            11.05              5.62

Total assets at December 31                      6,695,392       11,177,527        18,218,316       24,549,866        32,052,533

Distributions declared to partners for
  the period ended December 31                   4,721,260        8,118,393         8,160,752        8,160,752        10,445,706

Distributions declared per weighted average
  Class A limited partner unit outstanding           42.98            70.99             70.00            70.00             88.47
</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  income  statement
categories and analysis 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
                                                 1995            1994       between years      1994         1993       between years
                                                 ----            ----       -------------      ----         ----       -------------
    <S>                                    <C>             <C>             <C>             <C>          <C>            <C>

     Leasing margin                         $ 1,050,155     $ 1,230,819     $ (180,664)     $ 1,230,819  $ 1,860,667    $ (629,848)
     Equipment sales margin                     166,969         652,803       (485,834)         652,803    1,085,856      (433,053)
     Interest income                            131,832         155,170        (23,338)         155,170      158,136        (2,966)
     Other income                               355,889         146,000        209,889          146,000            -       146,000
     Provision for losses                             -        (110,666)       110,666         (110,666)    (645,758)      535,092
     Management fees paid to general
       partner                                 (132,506)       (155,610)        23,104         (155,610)    (260,064)      104,454
     Direct services from general partner
       and general and administrative
       expenses                                (198,433)       (374,367)       175,934         (374,367)     (310,565)     (63,802)
                                            -----------     -----------     -----------     -----------   -----------   ----------
            Net income                      $ 1,373,906     $ 1,544,149     $ (170,243)     $ 1,544,149   $ 1,888,272   $ (344,123)
                                            ===========     ===========     ==========      ===========   ===========   ==========
</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  expected,  new  equipment
purchases  have  discontinued  (other  than for  upgrades),  initial  leases are
expiring and the  equipment is being  remarketed  (i.e.,  re-leased,  renewed or
sold).  As a result,  the size of the  Partnership's  leasing  portfolio and the
amount of  Partnership  leasing  revenue  and  leasing  expenses  are  declining
(referred to in this discussion as "portfolio run-off").

LEASING MARGIN

Leasing margin consists of the following:

                                              Years ended December 31,
                                   --------------------------------------------

                                      1995             1994            1993
                                      ----             ----            ----

Operating lease rentals            $ 3,122,669     $ 4,113,706     $ 6,680,046
Direct finance lease income            133,727         199,307         299,081
Depreciation and amortization       (2,206,241)     (3,082,194)     (5,118,460)
                                   -----------     -----------     -----------

  Leasing margin                   $ 1,050,155     $ 1,230,819     $ 1,860,667
                                   ===========     ===========     ===========

  Leasing margin ratio                      32%             29%             27%
                                   ===========     ===========     ===========

The  components  of leasing  margin have  declined  and are  expected to decline
further due to portfolio run-off. The leasing margin ratio increased during 1995
primarily  as a result  of a  larger  portion  of the  portfolio  consisting  of
remarketed leases with higher leasing margin ratios.

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,
                                  ----------------------------------------------
                                      1995             1994             1993
                                      ----             ----             ----

Equipment sales revenue           $   538,504      $ 2,686,138      $ 3,075,071
Cost of equipment sales              (371,535)      (2,033,335)      (1,989,215)
                                  -----------      -----------      -----------
Equipment sales margin            $   166,969      $   652,803      $ 1,085,856
                                  ===========      ===========      ===========

                                       -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 the  collection  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 loss was  recorded  in 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 and
1993  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.  Lower  residual  values will reduce the overall yield to the
partners.


                                      -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  and  direct  services  from  general
partners decreased due to portfolio run-off.

General and  administrative  expenses decreased in 1995 as compared to 1994 (and
increased in 1994 compared to 1993) 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.

The Partnership  entered its liquidation  period during 1994.  Accordingly,  the
Partnership did not purchase any equipment during 1995.

Cash  from  operations,  as  indicated  on the  Statements  of Cash  Flows,  has
decreased  due to  portfolio  run-off  because as the size of the  Partnership's
leasing  portfolio  declines,  lease  rentals paid to  Partnership  and sales of
equipment also declines.

During  1995,  1994 and 1993,  the  Partnership  declared  distributions  to the
partners of $4,721,260,  $8,118,393 and $8,160,752,  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  during 1996 which 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>



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


Liquidity and Capital Resources, continued
-------------------------------

The Partnership  anticipates that it will fund 1996 distributions to the limited
partners (a  substantial  portion of which is expected to constitute  returns of
capital) almost entirely out of cash from operations during 1996. Because of the
continuing  decrease in the size of the  Partnership's  lease  portfolio,  it is
anticipated  that cash from  operations in 1996 will  decrease  relative to cash
from  operations in 1995.  Therefore,  the  Partnership  is not expected to have
sufficient cash available in 1996 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).  Distributions during the liquidation period will be based upon cash
availability and will vary. The General  Partner's 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 Schedules

                                                                          Page
                                                                         Number
                                                                         ------

              Financial Statements
              --------------------

              Independent Auditors' Report                                 12

              Balance Sheets at December 31, 1995 and 1994                 13

              Statements of Income for the years ended
                December 31, 1995, 1994 and 1993                           14

              Statements of Partners' Capital for the years
                ended December 31, 1995, 1994 and 1993                     15

              Statements of Cash Flows for the years
                ended December 31, 1995, 1994 and 1993                     16

              Notes to Financial Statements                              17-25


              Financial Statement Schedules
              -----------------------------

              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,  1995 and  1994,  and the  related  statements  of  income,
partners' capital, and cash flows for each of the years in the three-year period
ended December 31, 1995. 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, 1995 and 1994, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles.

                                            /s/KPMG Peat Marwick LLP
                                            ------------------------
                                            KPMG Peat Marwick LLP

Denver, Colorado
February 2, 1996

                                                              -12-

<PAGE>



                          NORTHSTAR INCOME FUND-I, L.P.

                                 BALANCE SHEETS

                                     ASSETS

                                                         December 31,
                                                   ----------------------------
                                                       1995            1994
                                                   ------------    ------------

Cash and cash equivalents                          $  1,729,305    $  2,923,146
Accounts receivable                                     178,021         255,573
Net investment in direct finance leases                 698,970       1,659,152
Leased equipment, net                                 4,089,096       6,339,656
                                                   ------------    ------------

     Total assets                                  $  6,695,392    $ 11,177,527
                                                   ============    ============


                        LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
  Accounts payable and accrued liabilities         $    234,234    $    313,083
  Payable to affiliates                                  10,470          12,339
  Rents received in advance                              66,876          73,499
  Distributions payable to partners                     853,980       1,901,420
                                                   ------------    ------------

     Total liabilities                                1,165,560       2,300,341
                                                   ------------    ------------

Partners' Capital (Deficit):
  General partners                                     (578,739)       (578,739)
  Limited partners:
      Class A 300,000 units authorized; 104,802
        units issued and outstanding                  3,945,652       7,323,704
      Class B                                         2,162,919       2,132,221
                                                   ------------    ------------

     Total partners' capital                          5,529,832       8,877,186
                                                   ------------    ------------

     Total liabilities and partners' capital       $  6,695,392    $ 11,177,527
                                                   ============    ============






                 See accompanying notes to financial statements.

                                      -13-

<PAGE>

<TABLE>
<CAPTION>


                              NORTHSTAR INCOME FUND-I, L.P.

                                  STATEMENTS OF INCOME

                                                        Years ended December 31,
                                              -------------------------------------------
                                                 1995            1994             1993
                                                 ----            ----             ----
<S>                                          <C>            <C>              <C>
Revenue:
  Operating lease rentals                     $ 3,122,669    $ 4,113,706      $ 6,680,046
  Direct finance lease income                     133,727        199,307          299,081
  Equipment sales margin                          166,969        652,803        1,085,856
  Interest income                                 131,832        155,170          158,136
  Other income                                    355,889        146,000                -
                                              -----------    -----------      -----------
      Total revenue                             3,911,086      5,266,986        8,223,119
                                              -----------    -----------      -----------

Expenses:
  Depreciation and amortization                 2,206,241      3,082,194        5,118,460
  Provision for losses                                  -        110,666          645,758
  Management fees paid to general partners        132,506        155,610          260,064
  Direct services from general partners            60,768         70,003           84,892
  General and administrative                      137,665        304,364          225,673
                                              -----------    -----------      -----------

      Total expenses                            2,537,180      3,722,837        6,334,847
                                              -----------    -----------      -----------

Net income                                    $ 1,373,906    $ 1,544,149      $ 1,888,272
                                              ===========    ===========      ===========

Net income allocated:
  To the general partners                     $   165,244    $   284,144      $   285,628
  To the Class A limited partners               1,125,998      1,173,830        1,493,035
  To the Class B limited partner                   82,664         86,175          109,609
                                              -----------    -----------      -----------

                                              $ 1,373,906    $ 1,544,149      $ 1,888,272
                                              ===========    ===========      ===========

Net income per weighted average Class A
  limited partner unit outstanding            $     10.74    $     11.20      $     14.25
                                              ===========    ===========      ===========

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




                 See accompanying notes to financial statements.

                                      -14-

<PAGE>

<TABLE>
<CAPTION>


                                       NORTHSTAR INCOME FUND-I, L.P.

                                      STATEMENTS OF PARTNERS' CAPITAL
                           for the years ended December 31, 1995, 1994 and 1993

                                                  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, 1993                  $ (578,739)     104,802    $ 19,369,194     $ 2,933,455     $ 21,723,910

Net income                           285,628            -       1,493,035         109,609        1,888,272
Distributions to partners
  ($70.00 per weighted
  average Class A limited
  partner unit outstanding)         (285,628)           -      (7,336,140)       (538,984)      (8,160,752)
                                  ----------     --------    ------------     -----------     ------------

Partners' capital,
  December 31, 1993                 (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 to partners
  ($70.99 per weighted
  average Class A limited
  partner unit outstanding)         (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 to partners
  ($42.98 per weighted
  average Class A limited
  partner unit outstanding)         (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
                                  ==========     ========    ============     ===========     ============

</TABLE>



                 See accompanying notes to financial statements.

                                      -15-

<PAGE>

<TABLE>
<CAPTION>


                                        NORTHSTAR INCOME FUND-I, L.P.

                                          STATEMENTS OF CASH FLOWS

                                                                             Years ended December 31,
                                                              -----------------------------------------------
                                                                 1995               1994              1993
                                                                 ----               ----              ----
<S>                                                          <C>              <C>               <C>
Cash flows from operating activities:
  Net income                                                  $ 1,373,906      $  1,544,149      $  1,888,272
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                             2,206,241         3,082,194         5,118,460
      Provision for losses                                              -           110,666           645,758
      Cost of equipment sales                                     371,535         1,998,808         2,426,376
      Recovery of investment in direct finance leases             657,974           727,947         1,491,158
      Changes in assets and liabilities:
        (Increase) decrease in accounts receivable                 52,544           (88,217)          611,127
        Increase (decrease) in accounts payable and
          accrued liabilities                                     (78,849)           35,732           (47,762)
        Decrease in rents received in advance                      (6,623)         (413,316)         (237,329)
        Decrease in payable to affiliates                          (1,869)          (12,961)         (134,205)
                                                              -----------      ------------      ------------
Net cash provided by operating activities                       4,574,859         6,985,002        11,761,855
                                                              -----------      ------------      ------------

Cash flows from investing activities:

     Purchases from affiliate of equipment on operating
       leases                                                           -          (234,693)       (2,899,011)
     Investment in direct finance leases, acquired
       from affiliate                                                   -                 -           (13,111)
                                                              -----------      ------------      ------------
Net cash used in investing activities                                   -          (234,693)       (2,912,122)
                                                              -----------      ------------      ------------

Cash flows from financing activities:
     Distributions to partners                                 (5,768,700)       (8,257,161)       (8,160,752)
                                                              -----------      ------------      ------------

Net increase (decrease) in cash and cash equivalents           (1,193,841)       (1,506,852)          688,981

Cash and cash equivalents at beginning of year                  2,923,146         4,429,998         3,741,017
                                                              -----------      ------------      ------------

Cash and cash equivalents at end of year                      $ 1,729,305      $  2,923,146      $  4,429,998
                                                              ===========      ============      ============

</TABLE>


                 See accompanying notes to financial statements.

                                      -16-

<PAGE>


                                                  
                          NORTHSTAR INCOME FUND-I, L.P.

                          NOTES TO FINANCIAL STATEMENTS

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  manage the  Partnership,  including  investment  of
      funds,  purchase  and  sale of  equipment,  lease  negotiation  and  other
      administrative  duties.  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").

      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.

    Lease Accounting

      Statement of Financial  Accounting Standards No. 13 requires that a lessor
      account  for each lease by the direct  finance,  sales-type  or  operating
      lease method.  The Partnership  currently  utilizes the direct finance and
      operating methods for  substantially  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")

      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  over the  term of the  lease.  The cost of the  equipment
      includes  acquisition  fees paid to the CAI General  Partner and  carrying
      costs on the lease until transferred to the Partnership,  reduced by rents
      received  prior to  transferring  the lease to the  Partnership.  Residual
      values are estimated at lease inception equal to the estimated value to be
      received from the equipment  following  termination of the 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")

      Leasing  revenue  consists  principally  of monthly  rentals.  The cost of
      equipment  includes  acquisition  fees paid to the CAI General Partner and
      carrying  costs on the equipment  until  transferred  to the  Partnership,
      reduced by rents  received  prior to  transferring  the  equipment  to the
      Partnership  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. 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.

                                      -19-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

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

    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  Partners  believe
      are relevant,  are considered.  Assets are 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.

    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 $1,539,000  and  $2,899,000 at December 31, 1995 and
      1994, 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.

    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.




                                      -20-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

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

    The  components of the net  investment in direct  finance leases at December
    31, 1995 and 1994 were:

                                                        1995           1994
                                                      ---------    -----------

    Minimum lease payments receivable                 $ 367,471    $ 1,251,352
    Estimated unguaranteed residual value               359,065        566,471
    Unearned lease income                               (27,566)      (158,671)
                                                      ---------    -----------
                                                      $ 698,970    $ 1,659,152
                                                      =========    ===========

    Minimum  lease  payments   receivable  at  December  31,  1995  are  due  in
    installments as follows:

    Year Ending December 31
    -----------------------
              1996                                    $ 351,519
              1997                                       15,952
                                                      ---------
              Total                                   $ 367,471
                                                      =========

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

    The  Partnership's  investments  in equipment  on operating  leases by major
    class as of December 31, 1995 and 1994 were:

                                                         1995          1994
                                                   ------------    ------------

     Transportation and industrial equipment       $  9,262,076    $ 10,410,422
     Computers and peripherals                        1,083,771       1,158,311
     Office furniture and fixtures                    1,094,729       1,052,690
     Other                                            1,409,554         820,471
                                                   ------------    ------------
                                                     12,850,130      13,441,894

           Accumulated depreciation                  (8,311,071)     (6,608,023)
           Allowance for losses                        (449,963)       (494,215)
                                                   ------------    ------------
                                                   $  4,089,096    $  6,339,656
                                                   ============    ============

    Depreciation expense for 1995, 1994 and 1993 was $2,206,241,  $3,082,194 and
    $5,118,460,  respectively.  Depreciation  expense  for  1995,  1994 and 1993
    included additional depreciation charges of $159,205,  $161,184 and $619,730
    recorded to reflect estimated other-than-temporary declines in the values of
    equipment.



                                      -21-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued


3.  Equipment on Operating Leases, continued
    -----------------------------

    Future  minimum  lease  rentals  under  noncancelable  operating  leases  at
    December 31, 1995 are due in installments as follows:

    Year Ending December 31
    -----------------------
         1996                                            $ 1,328,891
         1997                                                466,822
         1998                                                 51,610
                                                         -----------

         Total                                           $ 1,847,323
                                                         ===========

    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
    $21,800, $23,000 and $32,000 during 1995, 1994 and 1993, respectively.


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  1995.  Acquisition  fees  totaled  $6,836  in 1994 and
    $84,819 in 1993, 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 $107,761, $125,327 and $231,283 in 1995,
    1994 and 1993, respectively.




                                      -22-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

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

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

    The General  Partners  receive an  incentive  management  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),
    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.  During 1995, 1994 and 1993, these fees totaled $24,745,  $30,283
    and $28,781, 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 $60,768 in 1995,
    $70,003 in 1994 and $84,892 in 1993.

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

    The  Partnership  made no  equipment  purchases  in  1995.  The  Partnership
    purchased  equipment  from CAII with a total  purchase price of $234,693 and
    $2,912,122 during 1994 and 1993, respectively. The Partnership purchased the
    equipment at CAII's cost, plus  reimbursement of other acquisition costs, as
    provided for in the Partnership Agreement.

    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.


                                      -23-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

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>
    
                                                  1995             1994               1993
                                              -----------       -----------        -----------
    <S>                                      <C>               <C>                <C>

     Net income per financial statements      $ 1,373,906       $ 1,544,149        $ 1,888,272
     Differences due to:
       Direct finance leases                      960,182           738,287          1,491,159
       Depreciation                               334,595          (347,992)        (1,369,348)
       Provision for losses                             -           (42,120)           831,347
       Loss on sale of equipment                 (200,851)          761,539           (678,635)
       Other                                       91,387           (92,216)          (265,801)
                                              -----------       -----------        -----------
     Partnership income for
         federal income tax purposes          $ 2,559,219       $ 2,561,647        $ 1,896,994
                                              ===========       ===========        ===========

</TABLE>

     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>

                                                           1995            1994             1993
                                                      -------------   -------------     ------------
                                                        (Unaudited)     (Unaudited)
    <S>                                              <C>             <C>               <C>

     Partners' capital per financial statements       $   5,529,832   $   8,877,186     $ 15,451,430
     Differences due to:
       Commissions and offering costs                     6,792,543       6,792,543        6,792,543
       Direct finance leases                              7,890,555       6,930,373        6,221,737
       Depreciation                                     (10,730,552)    (11,065,147)     (10,717,155)
       Provision for losses                               3,652,511       3,652,511        3,541,845
       Reduction for excess of fair value
         over basis on contributed property                (617,411)       (617,411)        (617,411)
       Loss on sale of equipment                           (985,220)       (784,369)      (1,575,559)
       Other                                                 70,644         (20,742)         224,260
                                                      -------------   -------------     ------------
     Partners' capital for federal
       income tax purposes                            $  11,602,902   $  13,764,944     $ 19,321,690
                                                      =============   =============     ============
</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.

                                      -24-

<PAGE>


                          NORTHSTAR INCOME FUND-I, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

6.  Concentration of Credit Risk, continued
    ----------------------------

    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,  1995  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 February 2, 1996,  we reported on the balance  sheets of Northstar
Income Fund-I, L.P. as of December 31, 1995 and 1994, and the related statements
of  income,  partners'  capital,  and cash  flows  for each of the  years in the
three-year  period ended  December 31, 1995,  as contained in the  Partnership's
annual report on Form 10-K for the year 1995.  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
February 2, 1996

                                      -26-

<PAGE>

<TABLE>
<CAPTION>


                                                  NORTHSTAR INCOME FUND-I, L.P.
                                         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                          Years ended December 31, 1995, 1994 and 1993


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
--------------                       ----------         ----------     ----------------        ----------       ---------
                                                                       (1)          (2)           (3)
            1995
-------------------------------
<S>                                 <C>                <C>               <C>                  <C>              <C>

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

             1993
-------------------------------
Allowance for losses:
  Accounts receivable                $  166,170         $ (59,200)        $ (126,389)          $  169,640       $ 150,221
  Net investment in direct finance
    leases                              243,067                 -           (243,067)                   -               -
  Equipment on operating leases         188,077           153,340            133,980                    -          75,397
                                     ----------         ---------         ----------           ----------       ---------

          Totals                     $  597,314         $  94,140         $ (235,476)          $  169,640       $ 625,618
                                     ==========         =========         ==========           ==========       =========








<FN>

(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.

</FN>

                                          See accompanying independent auditors' report
</TABLE>

                                      -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

   David J. Anderson            Chief Accounting Officer and Secretary


JOHN F. OLMSTEAD,  age 51 joined CAII as Vice President in December,  1988, is a
Senior  Vice  President  of CAI ad  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 42, 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 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 the CAI.

JOHN E.  CHRISTENSEN,  age 48,  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 36, 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 37,  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 41, 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 40,  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
          ---------------------------------------------------

DAVID J.  ANDERSON,  age 42,  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

        Kate Hobson                                 Assistant Vice President

PAUL L. ABBOTT, 50, 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.

KATE HOBSON,  29, is an Assistant Vice President of Lehman Brothers and has been
a member of the  Diversified  Asset Group since  1992.  Prior to joining  Lehman
Brothers,  Ms. Hobson was associated with Cushman & Wakefield  serving as a real
estate  accountant from 1990 to 1992.  Prior to that, Ms. Hobson was employed by
Cambridge Systematics, Inc. as a junior land planner. Ms. Hobson received a B.A.
degree in sociology from Boston University in 1988.


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 1994.

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.



                                      -30-

<PAGE>




Item 12.  Security Ownership of Certain Beneficial Owners and Management,
          --------------------------------------------------------------
          continued
          
          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, 1996.

(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.

Following  is a summary of the amounts  paid or payable to the General  Partners
and their affiliates during 1995:

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 $107,761 during 1995.

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.  These fees totaled  $24,745
during 1995.

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 $60,768 during
1995.

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
$165,244 and $165,244, respectively, for 1995.

The Class B limited  partner  was paid  distributions  totaling  $51,966 and was
allocated income of $82,664 for 1995.


                                      -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, 1995.

(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 20, 1996            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 20, 1996.

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


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

                                      -34-