UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                             ----------------------


                                    FORM 10-Q

                             ----------------------




           _X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1997

                                       OR

          ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from ___ to ___

                             ----------------------

                           Commission File No. 2-91762
                             ----------------------



                         POLARIS AIRCRAFT INCOME FUND I

                        State of Organization: California
                   IRS Employer Identification No. 94-2938977
         201 Mission Street, 27th Floor, San Francisco, California 94105
                           Telephone - (415) 284-7400



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,  and (2) has been  subject to such filing
requirements for the past 90 days.



                                 Yes _X_ No ___









                       This document consists of 14 pages.

<PAGE>



                         POLARIS AIRCRAFT INCOME FUND I

            FORM 10-Q - For the Quarterly Period Ended March 31, 1997




                                      INDEX



Part I.    Financial Information                                        Page

        Item 1.   Financial Statements

           a)  Balance Sheets - March 31, 1997 and
               December 31, 1996.........................................3

           b)  Statements of Operations - Three Months Ended
               March 31, 1997 and 1996...................................4

           c)  Statements of Changes in Partners' Capital
               (Deficit) - Year Ended December 31, 1996
               and Three Months Ended March 31, 1997.....................5

           d)  Statements of Cash Flows - Three Months
               Ended March 31, 1997 and 1996.............................6

           e)  Notes to Financial Statements.............................7

        Item 2.   Management's Discussion and Analysis of
                  Financial Condition and Results of Operations..........9



Part II.   Other Information

        Item 1.   Legal Proceedings.....................................12

        Item 6.   Exhibits and Reports on Form 8-K......................13

        Signature.......................................................14

                                        2

<PAGE>



                          Part 1. Financial Information

Item 1.    Financial Statements

                         POLARIS AIRCRAFT INCOME FUND I

                                 BALANCE SHEETS
                                   (Unaudited)

                                                     March 31,    December 31,
                                                       1997           1996
                                                   ------------  ------------
ASSETS:

CASH AND CASH EQUIVALENTS                          $ 10,552,840  $ 10,065,652

RENT AND OTHER RECEIVABLES, net of
   allowance for credit losses of $233,913
   in 1997 and 1996                                      15,853        18,816

NOTES RECEIVABLE, net of  allowance for
   credit losses of $177,537 in 1997 and 1996           392,326       418,145

AIRCRAFT, net of accumulated depreciation of
   $8,219,719 in 1997 and $20,823,462 in 1996         1,941,250     3,751,387

OTHER ASSETS                                             20,115          --
                                                   ------------  ------------

                                                   $ 12,922,384  $ 14,254,000
                                                   ============  ============


LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):

PAYABLE TO AFFILIATES                              $     90,052  $     77,676

ACCOUNTS PAYABLE AND ACCRUED
   LIABILITIES                                          488,616       464,603

LESSEE SECURITY DEPOSITS                                 70,925        70,925

MAINTENANCE RESERVES                                  2,340,832     3,217,368
                                                   ------------  ------------

       Total Liabilities                              2,990,425     3,830,572
                                                   ------------  ------------

PARTNERS' CAPITAL (DEFICIT):

   General Partner                                     (629,269)     (624,341)
   Limited Partners, 168,729 units
     issued and outstanding                          10,561,228    11,047,769
                                                   ------------  ------------

       Total Partners' Capital                        9,931,959    10,423,428
                                                   ------------  ------------

                                                   $ 12,922,384  $ 14,254,000
                                                   ============  ============

        The accompanying notes are an integral part of these statements.

                                        3

<PAGE>



                         POLARIS AIRCRAFT INCOME FUND I

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                            Three Months Ended March 31,
                                            ----------------------------
                                                1997              1996
                                            ----------        ----------
REVENUES:
  Rent from operating leases                $   90,000        $  508,900
  Gain on sale of aircraft inventory            86,418           153,720
  Gain on sale of aircraft                     781,504              --
  Interest and other                           147,711           124,793
                                            ----------        ----------

         Total Revenues                      1,105,633           787,413
                                            ----------        ----------

EXPENSES:
  Depreciation                                   3,750           314,182
  Management fees to general partner             4,500            10,500
  Provision for credit losses                     --             309,581
  Operating                                     53,872           148,430
  Administration and other                      35,167            31,105
                                            ----------        ----------

         Total Expenses                         97,289           813,798
                                            ----------        ----------

NET INCOME (LOSS)                           $1,008,344        $  (26,385)
                                            ==========        ==========

NET INCOME ALLOCATED
  TO THE GENERAL PARTNER                    $  145,053        $  252,804
                                            ==========        ==========

NET INCOME (LOSS) ALLOCATED TO
  LIMITED PARTNERS                          $  863,291        $ (279,189)
                                            ==========        ==========

NET INCOME (LOSS) PER LIMITED
  PARTNERSHIP UNIT                          $     5.12        $    (1.65)
                                            ==========        ==========


        The accompanying notes are an integral part of these statements.

                                        4

<PAGE>



                         POLARIS AIRCRAFT INCOME FUND I

              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)


                                         Year Ended December 31, 1996 and
                                        Three Months Ended March 31, 1997
                                        ---------------------------------
                                        General      Limited
                                        Partner      Partners       Total
                                        -------      --------       -----


Balance, December 31, 1995          $   (590,280) $ 14,417,273  $ 13,826,993

  Net income (loss)                      247,154      (838,569)     (591,415)

Cash distributions to partners          (281,215)   (2,530,935)   (2,812,150)
                                    ------------  ------------  ------------

Balance, December 31, 1996              (624,341)   11,047,769    10,423,428

  Net income                             145,053       863,291     1,008,344

  Cash distributions to partners        (149,981)   (1,349,832)   (1,499,813)
                                    ------------  ------------  ------------

Balance, March 31, 1997             $   (629,269) $ 10,561,228  $  9,931,959
                                    ============  ============  ============

         The accompanying notes are an integral part of these statements

                                        5

<PAGE>



                         POLARIS AIRCRAFT INCOME FUND I

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                       1997          1996
                                                  ------------  ------------
OPERATING ACTIVITIES:
   Net income (loss)                              $  1,008,344  $    (26,385)
   Adjustments to reconcile net income (loss)
     to net cash provided by operating
     activities:
     Depreciation                                        3,750       314,182
     Gain on sale of aircraft inventory                (86,418)     (153,720)
     Gain on sale of aircraft                         (781,504)         --
     Provision for credit losses                          --         309,581
     Changes in operating assets and liabilities:
      Decrease (increase) in rent and other
        receivable                                       2,963      (334,769)
      Increase in other assets                         (20,115)         --
      Increase (decrease) in payable to affiliates      12,376        (2,889)
      Increase in accounts payable and accrued 
        liabilities                                     24,013        96,348
      Increase (decrease) in maintenance reserves     (876,536)      206,062
                                                  ------------  ------------

         Net cash provided by (used in)
          operating activities                        (713,127)      408,410
                                                  ------------  ------------

INVESTING ACTIVITIES:
   Principal payments on note receivable                25,819        37,653
   Net proceeds from sale of aircraft inventory         86,418       153,720
   Net proceeds from sale of aircraft                2,587,891          --
                                                  ------------  ------------

         Net cash provided by investing
          activities                                 2,700,128       191,373
                                                  ------------  ------------

FINANCING ACTIVITIES:
   Cash distributions to partners                   (1,499,813)   (2,812,150)
                                                  ------------  ------------

         Net cash used in financing
          activities                                (1,499,813)   (2,812,150)
                                                  ------------  ------------

CHANGES IN CASH AND CASH
   EQUIVALENTS                                         487,188    (2,212,367)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              10,065,652     9,807,315
                                                  ------------  ------------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                  $ 10,552,840  $  7,594,948
                                                  ============  ============

        The accompanying notes are an integral part of these statements.

                                        6

<PAGE>



                         POLARIS AIRCRAFT INCOME FUND I

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Accounting Principles and Policies

In the opinion of management,  the financial statements presented herein include
all  adjustments,  consisting  only of  normal  recurring  items,  necessary  to
summarize fairly Polaris Aircraft Income Fund I's (the Partnership's)  financial
position and results of operations.  The financial statements have been prepared
in accordance with the  instructions  of the Quarterly  Report to the Securities
and  Exchange  Commission  (SEC)  Form  10-Q  and  do  not  include  all  of the
information  and note  disclosures  required by  generally  accepted  accounting
principles.  These  statements  should be read in conjunction with the financial
statements  and notes thereto for the years ended  December 31, 1996,  1995, and
1994  included in the  Partnership's  1996 Annual Report to the SEC on Form 10-K
(Form 10-K).


2.   Sale of two Boeing 737-200s

In January 1997, the Partnership received a deposit of $162,000 toward the sales
price of  $1,620,000  for the sale of two Boeing  737-200s and two spare engines
formerly  leased to Viscount Air  Services,  Inc.  (Viscount).  The  Partnership
received the remaining  $1,458,000 in March 1997. In addition,  the  Partnership
retained  certain  maintenance  reserves and deposits  received  from the former
lessee of these aircraft aggregating  approximately  $968,000 that had been held
by the Partnership to offset  potential  future  maintenance  expenses for these
aircraft. As a result, the Partnership  recognized a net gain of $781,504 on the
sale of these aircraft during the first quarter of 1997.


3.   Related Parties

Under the Limited Partnership  Agreement,  the Partnership paid or agreed to pay
the following  amounts for the current quarter to the general  partner,  Polaris
Investment  Management  Corporation,  in connection  with  services  rendered or
payments made on behalf of the Partnership:

                                              Payments for
                                            Three Months Ended    Payable at
                                              March 31, 1997    March 31, 1997
                                              --------------    --------------

Aircraft Management Fees                       $    5,059         $      382
Out-of-Pocket Administrative Expense
   Reimbursement                                   67,035             65,157
Out-of-Pocket Operating and
   Remarketing Expense Reimbursement               37,592             24,513
                                               ----------         ----------
                                               $  109,686         $   90,052
                                               ==========         ==========


4. Nations Air Default and Litigation

On or about December 20, 1996, First Security Bank, National  Association (FSB),
as trustee for the  Partnership,  filed an action  against  Nations Air Express,
Inc. (Nations Air) in the United States District Court for the Northern District
of California.  This action  involves  aircraft owned by FSB, as trustee for the
Partnership  which were leased to Viscount Air Services,  Inc.  (Viscount),  and
subleased  by  Viscount  to  Nations  Air as well as  aircraft  owned by Polaris
Holding Company (PHC). The  claims arise  out of the  possession and use of  the

                                        7

<PAGE>



aircraft by Nations Air following  the  commencement  of  Viscount's  bankruptcy
proceedings.  The Partnership's  aircraft was returned in February 1997. In this
action,  FSB, on behalf of the  Partnership,  is seeking to recover  damages for
legal costs,  unpaid rent and maintenance,  and interest on such unpaid amounts,
in the amount of approximately $1,248,000.

On March 31,  1997,  Nations Air  Express,  Inc.  (Nations  Air)  entered into a
comprehensive   Settlement   Agreement  with  First   Security  Bank,   National
Association  (FSB),  PHC,  the  Partnership,  Polaris  Aircraft  Income Fund II,
Polaris  Investment  Management  Corporation  (General  Partner)  and GE Capital
Aviation Services (GECAS) (collectively,  the "GECAS Parties").  Pursuant to the
Settlement  Agreement,  Nations Air filed a Stipulated  Judgment whereby Nations
Air agreed to return of the  aircraft  owned by FSB as trustee for PHC (the "PHC
Aircraft"), to pay approximately $1.88 million and to dismiss its counterclaims.
In  lieu  of  enforcement  of the  Stipulated  Judgment,  under  the  Settlement
Agreement  Nations Air agreed to (i)  purchase the PHC Aircraft for $3.3 million
payable no later than May 30, 1997;  (ii) allow the GECAS  Parties to retain all
Maintenance  Reserves paid by Nations Air in respect of the PHC Aircraft and the
aircraft  owned  beneficially  by the  Partnership;  (iii)  grant FSB a security
interest  in all of  Nations  Air's  assets  in order to  secure  Nations  Air's
obligations  under the  Settlement  Agreement;  (iv)  withdraw its motion to set
aside the dismissal with  prejudice of its lawsuit  against the GECAS Parties in
the Superior  Court of Cobb County  Georgia;  and (v) release the GECAS  Parties
from any  Nations  Air claims  related  to any  transactions  between  the GECAS
Parties  and  Nations  Air.  Thus,  contingent  on Nations  Air  performing  its
obligations under the Settlement Agreement, FSB agreed to execute a Satisfaction
of Judgment in this action,  and the GECAS Parties agreed to release Nations Air
from any claims  related  to any  transactions  between  the GECAS  Parties  and
Nations Air. Thus, Nations Air must either perform each of its obligations under
the Settlement  Agreement or the GECAS Parties will proceed with  enforcement of
the Stipulated Judgement.  The GECAS Parties have not yet been able to determine
what portion of the  approximately  $1.88  million  payment,  if it is made,  or
alternatively what portion of the $3.3 million portion,  if it is made, together
with  the  amounts  previously  paid by  Nations  Air will be  allocated  to the
Partnership. The Partnership will recognize as revenue, its allocated portion of
the settlement payment from Nations Air when payment is received.


5. Subsequent Event

Engine Note Receivable - On April 25, 1997 the Partnership  received $408,496 as
payment  in full,  of the  outstanding  engine  finance  sale  note  receivable,
including accrued interest, due from Rock-It Cargo USA, Inc. (Rock-It Cargo) and
Riverhorse Investments, Inc. (Riverhorse Investments).

                                        8

<PAGE>



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

At March 31, 1997,  Polaris  Aircraft Income Fund I (the  Partnership)  owns one
used Boeing  737-200  commercial  jet aircraft,  three spare engines and certain
inventoried aircraft parts out of its original portfolio of eleven aircraft. The
Partnership's  one remaining Boeing 737-200 aircraft formerly leased to Viscount
Air  Services,  Inc.  (Viscount)  and  subleased  to Nations Air  Express,  Inc.
(Nations  Air), was returned to the  Partnership  in February 1997.  Three spare
engines are leased to CanAir Cargo Ltd. (CanAir).  In addition,  the Partnership
transferred  four  aircraft to aircraft  inventory  during 1992 and 1993.  These
aircraft have been  disassembled  for sale of their component parts. Two engines
formerly leased to Viscount, were returned to the Partnership in May and October
1996 and were sold in March 1997. One additional  engine from these aircraft was
sold to Viscount  during 1995.  Viscount's  affiliates,  Rock-It Cargo USA, Inc.
(Rock-It  Cargo)  and  Riverhorse  Investments,  Inc.  (Riverhorse  Investments)
assumed the note for this engine sale in October 1996. The  Partnership has sold
five aircraft and one airframe from its original  aircraft  portfolio:  a Boeing
737-200  Convertible  Freighter in 1990, a McDonnell  Douglas DC-9-10 in 1992, a
Boeing 737-200 in 1993 and the airframe from a Boeing 737-200  aircraft in April
1995 and two Boeing 737-200 aircraft in March 1997.


Remarketing Update

Engine Note Receivable - On April 25, 1997 the Partnership  received $408,496 as
payment  in full,  of the  outstanding  engine  finance  sale  note  receivable,
including accrued interest, due from Rock-It Cargo and Riverhorse Investments.

Nations Air  Sub-lease  of Boeing  737-200 - Viscount  entered  into a sub-lease
agreement for one of the Partnership's  Boeing 737-200 aircraft with Nations Air
for a term of one year through  February  1996.  The sublease had been  extended
through  February 1998.  Rent and maintenance  reserve  payments due to Viscount
from Nations Air were paid directly to the  Partnership and were applied against
payments due the  Partnership  from Viscount.  The last payment  received by the
Partnership  from Nations Air was in September  1996. This aircraft was returned
by Nations Air in February 1997 as further  discussed in the Liquidity and Legal
Proceedings sections.

Sale of two Boeing  737-200s  - In  January  1997,  the  Partnership  received a
deposit of  $162,000  toward the sales price of  $1,620,000  for the sale of two
Boeing  737-200s  and  two  spare  engines  formerly  leased  to  Viscount.  The
Partnership  received the remaining  $1,458,000 in March 1997. In addition,  the
Partnership retained certain maintenance reserves and deposits received from the
former lessee of these aircraft aggregating approximately $968,000 that had been
held by the  Partnership to offset  potential  future  maintenance  expenses for
these aircraft.  As a result, the Partnership  recognized a net gain of $781,504
on the sale of these aircraft during the first quarter of 1997.


Partnership Operations

The  Partnership  recorded  net  income  of  $1,008,344,  or $5.12  per  limited
partnership  unit, for the three months ended March 31, 1997,  compared to a net
loss of $26,385,  or $1.65 per unit for the same period in 1996. The improvement
in operating  results  during the first quarter of 1997, as compared to the same
period in 1996, is the result of the  Partnership's  remaining  aircraft  having
been depreciated  down to their estimated  residual values in 1996 and a gain on
the sale of aircraft in 1997.

During the first quarter of 1997, the  Partnership  sold two Boeing 737-200s and
two spare engines formerly leased to Viscount to Solair,  Inc. for cash proceeds
of  $1,620,000.  In  addition,  the  Partnership  retained  certain  maintenance
reserves  and  deposits  received  from the  former  lessee  of  these  aircraft
aggregating  approximately  $968,000  that had been held by the  Partnership  to

                                        9

<PAGE>


offset potential future  maintenance  expenses for these aircraft.  As a result,
the Partnership  recognized a net gain of $781,504 on the sale of these aircraft
during the first quarter of 1997.

The net loss during the first  quarter of 1996 was the result of a provision for
credit losses for certain rent and interest  receivables from Viscount  combined
with legal  expenses  incurred  during the first  quarter of 1996 related to the
Viscount default and Chapter 11 bankruptcy filing as previously discussed in the
Partnership's  1996  Annual  Report to the SEC on Form  10-K  (Form  10-K).  The
aggregate  allowance  for credit  losses of $309,581  for these  obligations  is
reflected as a provision  for credit  losses in the  Partnership's  statement of
operations  for the  three  months  ended  March  31,  1996.  In  addition,  the
Partnership  recognized  legal  expenses of  approximately  $52,000 and $146,000
related to the  Nations  Air  default  and the  Viscount  default and Chapter 11
bankruptcy  filing  during  the three  months  ended  March  31,  1997 and 1996,
respectively.  These  legal  costs are  included  in  operating  expense  in the
Partnership's statement of operations.

Administration  and other expenses increased during the three months ended March
31, 1997 as compared to the same period in 1996,  due to  increases  in printing
and postage costs combined with an increase in outside services.


Liquidity and Cash Distributions

Liquidity - The Partnership  receives  maintenance  reserve payments from CanAir
that may be reimbursed to the lessee or applied  against  certain costs incurred
by the Partnership for maintenance work performed on the Partnership's  aircraft
or engines,  as specified in the leases.  Maintenance reserve balances remaining
at the  termination  of the lease,  if any,  may be used by the  Partnership  to
offset future maintenance expenses or recognized as revenue. The net maintenance
reserves balances aggregate $2,340,832 as of March 31, 1997.

The Partnership  received payments of approximately  $86,000 and $154,000 during
the first three  months of 1997 and 1996,  respectively,  from the sale of parts
from the four disassembled aircraft.

Cash Distributions - Cash distributions to limited partners were $1,349,832,  or
$8.00 per  limited  partnership  unit,  and  $2,530,935,  or $15.00 per  limited
partnership  unit for the first  quarters  of 1997 and 1996,  respectively.  The
timing and amount of future cash distributions to partners are not yet known and
will depend upon the Partnership's future cash requirements, including the legal
costs relating to the Nations Air litigation,  the costs that may be incurred to
remarket the remaining  aircraft and the receipt of engine rental  payments from
CanAir.


Nations Air Default and Litigation

On or about December 20, 1996, First Security Bank, National  Association (FSB),
as trustee for the  Partnership,  filed an action  against  Nations Air Express,
Inc. (Nations Air) in the United States District Court for the Northern District
of California.  This action  involves  aircraft owned by FSB, as trustee for the
Partnership  which were leased to Viscount Air Services,  Inc.  (Viscount),  and
subleased  by  Viscount to Nations  Air,  as well as  aircraft  owned by Polaris
Holding  Company  (PHC).  The claims arise out of the  possession and use of the
aircraft by Nations Air following  the  commencement  of  Viscount's  bankruptcy
proceedings.  The Partnership's  aircraft was returned in February 1997. In this
action,  FSB, on behalf of the  Partnership,  is seeking to recover  damages for
legal costs,  unpaid rent and maintenance,  and interest on such unpaid amounts,
in the amount of approximately $1,248,000.

On March 31,  1997,  Nations Air  Express,  Inc.  (Nations  Air)  entered into a
comprehensive   Settlement   Agreement  with  First   Security  Bank,   National
Association  (FSB),  PHC,  the  Partnership,  Polaris  Aircraft  Income Fund II,
Polaris  Investment  Management  Corporation  (General  Partner)  and GE Capital

                                       10

<PAGE>


Aviation Services (GECAS) (collectively,  the "GECAS Parties").  Pursuant to the
Settlement  Agreement,  Nations Air filed a Stipulated  Judgment whereby Nations
Air agreed to return of the  aircraft  owned by FSB as trustee for PHC (the "PHC
Aircraft"), to pay approximately $1.88 million and to dismiss its counterclaims.
In  lieu  of  enforcement  of the  Stipulated  Judgment,  under  the  Settlement
Agreement  Nations Air agreed to (i)  purchase the PHC Aircraft for $3.3 million
payable no later than May 30, 1997;  (ii) allow the GECAS  Parties to retain all
Maintenance  Reserves paid by Nations Air in respect of the PHC Aircraft and the
aircraft  owned  beneficially  by the  Partnership;  (iii)  grant FSB a security
interest  in all of  Nations  Air's  assets  in order to  secure  Nations  Air's
obligations  under the  Settlement  Agreement;  (iv)  withdraw its motion to set
aside the dismissal with  prejudice of its lawsuit  against the GECAS Parties in
the Superior  Court of Cobb County  Georgia;  and (v) release the GECAS  Parties
from any  Nations  Air claims  related  to any  transactions  between  the GECAS
Parties  and  Nations  Air.  Thus,  contingent  on Nations  Air  performing  its
obligations under the Settlement Agreement, FSB agreed to execute a Satisfaction
of Judgment in this action,  and the GECAS Parties agreed to release Nations Air
from any claims  related  to any  transactions  between  the GECAS  Parties  and
Nations Air. Thus, Nations Air must either perform each of its obligations under
the Settlement  Agreement or the GECAS Parties will proceed with  enforcement of
the Stipulated Judgement.  The GECAS Parties have not yet been able to determine
what portion of the  approximately  $1.88  million  payment,  if it is made,  or
alternatively what portion of the $3.3 million portion,  if it is made, together
with  the  amounts  previously  paid by  Nations  Air will be  allocated  to the
Partnership. The Partnership will recognize as revenue, its allocated portion of
the settlement payment from Nations Air when the payment is received.


                                       11

<PAGE>




                           Part II. Other Information


Item 1.  Legal Proceedings

As  discussed  in Item 3 of Part I of  Polaris  Aircraft  Income  Fund  I's (the
Partnership) 1996 Annual Report to the Securities and Exchange  Commission (SEC)
on Form 10-K  (Form  10-K),  there  are a number of  pending  legal  actions  or
proceedings  involving the Partnership.  Except as described  below,  there have
been no material  developments  with respect to any such actions or  proceedings
during the period covered by this report.

Nations Air Express, Inc. v. First Security Bank, National Association, et al. -
As previously reported, this action was dismissed with prejudice on February 10,
1997.  Nations  Air  Express,  Inc.  moved  to  set  aside  the  dismissal,  but
subsequently  withdrew  its  motion  pursuant  to  a  comprehensive   Settlement
Agreement dated as of March 31, 1997 (discussed below) which was entered into by
Nations Air Express,  Inc., First Security Bank, National  Association,  Polaris
Holding  Company,  the  Partnership,  Polaris  Aircraft  Income Fund II, Polaris
Investment Management Corporation and GE Capital Aviation Services.

First  Security  Bank,  National  Association,  as Owner  Trustee v. Nations Air
Express,  Inc. - On March 31, 1997,  Nations Air  Express,  Inc.  (Nations  Air)
entered into a  comprehensive  Settlement  Agreement  with First  Security Bank,
National  Association  (FSB),  Polaris Holding Company (PHC),  the  Partnership,
Polaris  Aircraft  Income Fund II,  Polaris  Investment  Management  Corporation
(General  Partner) and GE Capital Aviation Services (GECAS)  (collectively,  the
"GECAS  Parties").  Pursuant to the  Settlement  Agreement,  Nations Air filed a
Stipulated  Judgment  whereby Nations Air agreed to return of the aircraft owned
by FSB as  trustee  for PHC (the "PHC  Aircraft"),  to pay  approximately  $1.88
million  and to  dismiss  its  counterclaims.  In  lieu  of  enforcement  of the
Stipulated Judgment, under the Settlement Agreement Nations Air may (i) purchase
the PHC Aircraft for $3.3 million payable no later than May 30, 1997; (ii) allow
the GECAS  Parties to retain all  Maintenance  Reserves  paid by Nations  Air in
respect  of  the  PHC  Aircraft  and  the  aircraft  owned  beneficially  by the
Partnership;  (iii) grant FSB a security interest in all of Nations Air's assets
in order to secure Nations Air's  obligations  under the  Settlement  Agreement;
(iv)  withdraw  its  motion to set aside the  dismissal  with  prejudice  of its
lawsuit  against the GECAS Parties in the Superior Court of Cobb County Georgia;
and (v) release  the GECAS  Parties  from any Nations Air claims  related to any
transactions  between the GECAS  Parties and Nations Air.  Thus,  contingent  on
Nations Air  performing its  obligations  under the  Settlement  Agreement,  FSB
agreed to execute a  Satisfaction  of  Judgment  in this  action,  and the GECAS
Parties  agreed  to  release   Nations  Air  from  any  claims  related  to  any
transactions  between the GECAS Parties and Nations Air. Thus,  Nations Air must
either perform each of its  obligations  under the  Settlement  Agreement or the
GECAS Parties will proceed with  enforcement  of the Stipulated  Judgement.  The
GECAS  Parties  have  not  yet  been  able  to  determine  what  portion  of the
approximately  $1.88  million  payment,  if it is made,  or  alternatively  what
portion of the $3.3  million  portion,  if it is made,  will be allocated to the
Partnership.

Other  Proceedings  - Item 10 in Part III of the  Partnership's  1996  Form 10-K
discusses  certain  actions  which have been filed  against  Polaris  Investment
Management  Corporation  and others in connection  with the sale of interests in
the  Partnership  and the management of the  Partnership.  With the exception of
Novak, et al v. Polaris Holding  Company,  et al, (which has been dismissed,  as
discussed in the  Partnership's  1996 Form 10-K) where the Partnership was named
as a defendant for procedural purposes,  the Partnership is not a party to these
actions.  There have been no material  developments  with  respect to any of the
actions described therein during the period covered by this report except:

In Re Prudential  Securities Inc. Limited Partnership  Litigation - On April 22,
1997, the Polaris defendants entered into a settlement agreement with plaintiffs
pursuant to which,  among other  things,  the Polaris  defendants  agreed to pay
$22.5 million to a class of unitholders previously certified by the Court.

                                       12

<PAGE>



On April 29, 1997,  Judge Pollack  signed an order  preliminarily  approving the
settlement.  Under the terms of the order, (i) lead class counsel is required to
mail a notice to all class  members on or before  May 13,  1997  describing  the
terms of the  settlement;  (ii)  requests for  exclusion  from the class must be
mailed to the  Claims  Administrator  no later than June 27,  1997;  and (iii) a
hearing on the fairness of the  settlement  and other matters is scheduled to be
held before Judge Pollack on August 1, 1997.


Item 6.  Exhibits and Reports on Form 8-K

a)   Exhibits (numbered in accordance with Item 601 of Regulation S-K)

         27.  Financial Data Schedule.

b)   Reports on Form 8-K

         No reports on Form 8-K were filed by the Registrant  during the quarter
     for which this report is filed.

                                       13

<PAGE>



                                    SIGNATURE



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

                                  POLARIS AIRCRAFT INCOME FUND I
                                  (Registrant)
                                  By:     Polaris Investment
                                          Management Corporation,
                                          General Partner




          May 8, 1997                      By: /S/Marc A. Meiches
------------------------------                 ---------------------------
                                               Marc A. Meiches
                                               Chief Financial Officer
                                              (principal financial officer and
                                               principal accounting officer of
                                               Polaris Investment Management
                                               Corporation, General Partner of
                                               the Registrant)

                                       14