<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q


                     Annual Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 1996   Commission File No.: 2-80756


                          INDEPRO PROPERTY FUND I, L.P.
                                                                         
             (Exact name of registrant as specified in its charter)


                       600 Dresher Road, Horsham, PA 19044
              (Address of principal executive offices and zip code)

             DELAWARE                                  51-0265801
   (State or other jurisdiction of         (IRS Employer Identification No.)
    incorporation or organization)

                                 (215) 956-0400
              (Registrant's telephone number, including area code)

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

           Securities registered pursuant to Section 12(g) of the Act:
                          Limited Partnership Interests

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 for the
past 90 days.
                        YES      X        NO
                            ------------      ------------


 There is no public market for the Limited Partnership Interests. Non-affiliates
       hold 23,579 Limited Partnership Interests as of September 30, 1996.
                                                          .


<PAGE>



                          INDEPRO PROPERTY FUND I, L.P.
                          INDEX OF FINANCIAL STATEMENTS

                                                                     Page Number
                                                                     -----------

Part I - Financial Information

     Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheets, as of September 30, 1996
                  and December 31, 1995                                    3

         Consolidated Statements of Income, for the three and nine
                  months ended September 30, 1996 and 1995                 4

         Consolidated Statement of Partners' Capital for the nine
                  months ended September 30, 1996                          5

         Consolidated Statements of Cash Flows, for the nine months
                  ended September 30, 1996 and 1995                        6

         Notes to Consolidated Financial Statements                      7-8


      Item 2 - Management's Discussion and Analysis of
                 Financial Condition and Results of Operations          9-12

Part II - Other Information                                               13




















                                       2
<PAGE>



                  INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
                        (A Delaware Limited Partnership)
                           CONSOLIDATED BALANCE SHEETS
                 As of September 30, 1996 and December 31, 1995




                                                       SEPTEMBER 30  DECEMBER 31
                                                          1996           1995
                                                          ----           ----

                             Assets

Investments in real estate at cost (note 3)             $9,070,461   $9,035,105
Less:  Accumulated depreciation and amortization         3,677,432    3,677,432
                                                        ----------   ----------

Total investments                                        5,393,029    5,357,673

Cash and cash equivalents
                                                         1,105,389      967,574

Accounts receivable (net of allowance for doubtful
  accounts of $3,371 in 1996 and $16,730 in 1995)          466,848      293,472
Prepaid expenses and other assets (net of accumulated
  amortization of $6,250 in 1996 and $4,750 in 1995)       117,572       99,465
                                                        ----------   ----------
                          Total Assets                  $7,082,838   $6,718,184
                                                        ==========   ==========

                Liabilities and Partners' Capital

Notes payable                                              480,293      536,258
Capital lease obligation                                     3,460       12,428
Due to general partner and affiliates                       62,576       45,530
Accrued liabilities                                        130,915      187,214
Advance deposits                                             9,194        4,786
                                                        ----------   ----------
                        Total Liabilities                  686,438      786,216
                                                        ----------   ----------
Partners' capital                                        6,396,400    5,931,968
                                                        ----------   ----------
             Total liabilities and partners' capital    $7,082,838   $6,718,184
                                                        ==========   ==========













               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       3
<PAGE>



                  INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
                        (A Delaware Limited Partnership)
                        CONSOLIDATED STATEMENTS OF INCOME
         For the three and nine months ended September 30, 1996 and 1995

<TABLE>
<CAPTION>

                                         Three months      Three months      Nine months       Nine months
                                            Ended             Ended             Ended             Ended
                                        Sept. 30, 1996    Sept. 30, 1995    Sept. 30, 1996    Sept. 30, 1995
                                        --------------    --------------    --------------    --------------
<S>                                      <C>                <C>               <C>                <C>        
          Income

Hotel revenues                           $ 1,260,359        $ 1,294,317       $ 3,500,051        $ 3,548,928
Hotel cost of revenues                       455,829            476,597         1,330,489          1,337,599
                                         -----------        -----------       -----------        -----------
Gross profit from hotel operations           804,530            817,720         2,169,562          2,211,329
Investment income                             10,718              4,139            28,739             53,411
                                         -----------        -----------       -----------        -----------
                                                                                              
Total income                                 815,248            821,859         2,198,301          2,264,739
                                         -----------        -----------       -----------        -----------
                                                                                              
               Expenses                                                                       
                                                                                              
Property operating expenses                  262,905            255,476           780,380            749,254
Depreciation and amortization                    500            133,762             1,500            398,441
Real estate taxes                             48,759             51,815           103,665            171,056
Administrative                                (7,883)            32,512            30,834             69,181
Repairs and maintenance                       22,973             24,721            72,391             80,790
Insurance                                      4,249             13,001            40,450             50,425
Provision for doubtful accounts                1,362              1,730            (9,759)            10,212
Write-off of other assets                       --                 --                --               10,720
Interest expense                              10,471             12,292            32,589             37,898
                                         -----------        -----------       -----------        -----------
                                                                                              
Total expenses                               343,336            525,308         1,052,050          1,577,977
                                         -----------        -----------       -----------        -----------
                                                                                              
Net Income                               $   471,912        $   296,552       $ 1,146,251        $   686,762
                                         ===========        ===========       ===========        ===========
                                                                                              
Net income allocated to Limited                                                               
Partners                                 $   467,193        $   293,586       $ 1,134,788        $   679,894
                                                                                              
Net income allocated to General                                                               
 Partner                                       4,719              2,966            11,463              6,868
                                         -----------        -----------       -----------        -----------
                                         $   471,912        $   296,552       $ 1,146,251        $   686,762
                                         ===========        ===========       ===========        ===========
                                                                                              
Net income per Limited Partnership                                                            
  interests outstanding (30,000)         $        16        $        10       $        38        $        23
                                         ===========        ===========       ===========        ===========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       4
<PAGE>

                  INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
                        (A Delaware Limited Partnership)
                  CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
                  For the nine months ended September 30, 1996
<TABLE>
<CAPTION>



                                                                        Limited      
                                                         General      Partnership   
                                                         Partner         Units           Total
                                                      ----------      ----------      ----------
                                                                                    
<S>                                                    <C>           <C>             <C>      
Partners' capital at January 1, 1996                     754,702       5,177,266       5,931,968
                                                                                    
Net income for the quarter ended March 31, 1996              457          45,217          45,674
Cash distributions from operations                       (22,727)       (204,547)       (227,274)
                                                      ----------      ----------      ----------
                                                                                    
Partners'  capital at March 31, 1996                     732,432       5,017,936       5,750,368
Net income for the quarter ended June 30, 1996             6,287         622,378         628,665
Cash distributions from operations                       (22,727)       (204,546)       (227,273)
                                                      ----------      ----------      ----------
                                                                                    
Partners' capital at June 30, 1996                       715,992       5,435,768       6,151,760
                                                                                    
Net income for the quarter ended September 30, 1996        4,719         467,193         471,912
Cash distributions from operations                       (22,727)       (204,545)       (227,272)
                                                      ----------      ----------      ----------
                                                                                    
Partners' capital at September 30, 1996               $  697,984     $ 5,698,416     $ 6,396,400
                                                      ==========     ===========     ===========
                                                                                  


</TABLE>




















               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       5
<PAGE>



                  INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
                        (A Delaware Limited Partnership)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the nine months ended September 30, 1996 and 1995
<TABLE>
<CAPTION>

                                                           Nine months        Nine months
                                                              Ended               Ended
                                                          Sept. 30, 1996     Sept. 30, 1995
                                                          --------------     --------------
<S>                                                       <C>                <C>           
Cash flows from operating activities:

 Net income                                                $ 1,146,251         $   686,762   
 Adjustments to reconcile net income to net cash                             
  provided by operating activities:                                          
  Depreciation and amortization                                  1,500             398,441
  Write-off of other assets                                       --                10,720
 Change in assets and liabilities:                                           
  Increase in accounts receivable                             (173,376)           (150,149)
  Increase in prepaid expenses                                 (19,607)            (13,062)
  Decrease in accrued liabilities                              (56,299)            (44,591)
  Increase in advance deposits                                   4,408               4,245
  Increase (decrease) in amounts due to general                              
     partner and affiliates                                     17,046             (82,414)
                                                           -----------         -----------
Net cash provided by (used in) operating activities            919,923             809,952
                                                           -----------         -----------
Cash flows from investing activities:                                        
                                                                             
  Additions to real estate                                     (35,356)            (77,782)
                                                           -----------         -----------
Net cash provided by (used in) investing activities            (35,356)            (77,782)
                                                           -----------         -----------
                                                                             
Cash flows from financing activities:                                        
                                                                             
  Repayment of notes payable                                   (55,965)            (51,586)
  Repayment of capital lease obligation                         (8,968)             (8,159)
  Distributions to partners from operations                   (681,819)           (681,822)
  Distributions to partners from reserves                         --            (1,515,152)      
                                                           -----------         -----------
Net cash (used in) financing activities                       (746,752)         (2,256,719)
                                                           -----------         -----------
                                                                             
Net increase (decrease) in cash and cash equivalents           137,815          (1,524,549)
                                                                             
Cash and cash equivalents, beginning of period                 967,574           2,226,528
                                                           -----------         -----------
                                                                             
Cash and cash equivalents, end of period                   $ 1,105,389         $   701,979
                                                           ===========         ===========
                                                                             
</TABLE>
                                                                          


               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                        6

<PAGE>


                          INDEPRO PROPERTY FUND I, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                            As of September 30, 1996



 1.  General

      The preceding unaudited financial information sets forth the operations of
      Indepro Property Fund I, L.P. for the nine months ended September 30,
      1996. In the opinion of Management, the financial statements reflect all
      adjustments necessary to present fairly the results of operations for the
      nine months ended September 30, 1996.

      Footnotes are presented pursuant to Rule 10-01 of Regulation S-X and do
      not include complete financial information otherwise made in the 
      Form 10-K. These interim financial statements should be read in 
      conjunction with the Form 10-K for the year ended December 31, 1995.

   2.  Partners' Capital

       Indepro Property Fund I, L.P. made distributions of $227,274 in March
       1996 relating to the operations for the fourth quarter of 1995, $227,273
       in June 1996 relating to the operations for the first quarter of 1996 and
       $227,272 in September, 1996 relating to the operations of the second
       quarter of 1996. Pennsylvania withholding taxes that were paid by Indepro
       Property Fund I, L.P. on the partners behalf were deducted from the
       quarterly distributions. The General Partner expects to continue
       distributions for 1996 at approximately $227,000 per quarter.

       The General Partner is obligated under the terms of the Partnership
       Agreement to make capital contributions upon the Partnership's
       dissolution in the amount necessary to enable the Partnership to pay to
       each Limited Partner an 8% non-compounded return on the unrecovered
       capital contribution of the Limited Partner, less all distributions of
       distributable cash and all distributions of sale or refinancing proceeds
       in excess of the capital contributions of the Limited Partner. This
       guaranteed return is computed from the date of each Limited Partner's
       admission to the Partnership. This obligation does not guarantee to the
       Limited Partners a return of their capital contributions and is limited
       by the available assets of the Partnership and the General Partner.

   3.  Investment in Real Estate

       Investment in real estate consisted of the following as of September 30,
       1996:
<TABLE>
<CAPTION>

                                                                       Building and
                          Property                         Land        Improvements        Total
                          --------                         ----        ------------        -----
<S>                                                    <C>              <C>           <C>        
        Brunswick Hotel and Conference Center            $ 285,000        $ 8,785,461   $ 9,070,461
        Less:  Accumulated Depreciation                          0          3,677,432     3,677,432
                                                       -----------   ----------------   -----------
        Total                                            $ 285,000        $ 5,108,029   $ 5,393,029
                                                       ===========   ================   ===========

                                       7

</TABLE>



<PAGE>


                          INDEPRO PROPERTY FUND I, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                            As of September 30, 1996

3.  Investments in Real Estate (continued)

    On at least an annual basis, the General Partner prepares an estimate of
    value for the property in the Partnership. The methodology used is either a
    discounted cash flow analysis or a value based on a direct capitalization of
    net operating income. This information is used to assist the General Partner
    in determining net realizable value of the assets of the Partnership. An
    impairment loss is recognized for assets in cases where the net realizable
    value is less than the carrying amount of the asset. In addition, assets are
    reviewed for impairment whenever events or changes in circumstances indicate
    that the carrying amount of the asset may not be recoverable.

    Effective April 1, 1996, the Partnership adopted Statement of Financial
    Accounting Standards 121, "Accounting for the Impairment of Long-Lived
    Assets and for Long-Lived Assets to be Disposed Of," which requires that
    assets that are being held for sale should be reported at the lower of
    carrying amount or net realizable value. The remaining real estate property
    in the Partnership, the Brunswick Hotel and Conference Center, is currently
    being held for sale. Accordingly, this property has been reported at the
    lower of carrying amount or net realizable value. In addition, the
    Partnership has discontinued recording depreciation on this asset as of
    January 1, 1996.

4.  Cash Flow Information

    Net cash provided by operating activities reflects cash payments for
    interest of $32,840 and $38,028 respectively, during the nine months ended
    September 30, 1996 and September 30, 1995.

    For purposes of the Consolidated Statements of Cash Flows, the Partnership
    considers highly liquid debt instruments purchased with a maturity of three
    months or less to be cash equivalents.

5.  Concentration of Credit Risk

    The Partnership's operations consist of ownership of a hotel located in
    Lancaster, Pennsylvania. The Partnership maintains adequate levels of
    property and liability insurance for the hotel. The Partnership's hotel
    customers primarily include governmental agencies, and to a lesser extent,
    corporate travelers and tourists. The Partnership performs credit
    evaluations of its customers and generally does not require collateral.

    The Partnership invests its excess cash primarily through a major commercial
    bank. Cash available in these accounts may at times exceed FDIC insurance
    limits.



                                       8



<PAGE>




                  INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
                        (A Delaware Limited Partnership)

                                 Part I, Item 2


                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Results of Operations

The Partnership's net income for the nine months ended September 30, 1996 was
$1,146,251, an increase of $459,489 from the same period of the prior year. This
increase is primarily attributable to the adoption of Statement of Financial
Accounting Standards 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." This statement requires that no
depreciation be recognized on assets being held for sale. Since the Brunswick
Hotel and Conference Center is currently being held for sale, the Partnership
discontinued recording depreciation effective January 1, 1996. This change
caused an increase in net income of $396,941 from the nine months ended
September 30, 1995 over the nine months ended September 30, 1996. In addition,
the Partnership received a refund on prior years' real estate taxes of
approximately $93,000 which also had a positive impact on net income. These
increases were partially offset by a slight decline in gross profit from
operations of the Brunswick Hotel in comparison with the same period of the
prior year.

The Brunswick Hotel and Conference Center (the Hotel) is a 227 room hotel
located in downtown Lancaster, Pennsylvania. It recently has served three main
client segments which are the U.S. Government, tourist and corporate. Income
attributable to the Brunswick Hotel increased from $691,290 for the nine months
ended September 30, 1995 to $1,162,715 for the nine months ended September 30,
1996, primarily due to the fact that depreciation has been discontinued on the
Brunswick Hotel, since it is currently being held for sale. In addition, a
refund of approximately $93,000 was received from a successful appeal of the
real estate taxes on the hotel for years 1989 through 1992. Excluding the effect
of the depreciation and the real estate tax refund, the operations of the
Brunswick Hotel decreased by $18,559. Room revenue is down by approximately
$42,938 for the nine months ended September 30, 1996 compared to the same period
from the prior year due to a decline in average occupancy rates from 77.3% to
75.1%, while food and beverage revenues increased by $4,812. In addition,
revenues from the mall decreased by approximately $32,750 from the prior year
due to the fact that the Hotel's lease with the United Artist Theater (which was
located in the mall) expired in November, 1995 and the operators of the theater
did not extend their lease. The decline in revenues was offset by a decrease in
expenses for the nine months ended September 30, 1996 in comparison with the
same period of the prior year. Total operating expenses attributable to the
Brunswick Hotel and Conference Center decreased by $52,317, of which
approximately $19,970 relates to the provision for uncollectible accounts. This
decrease is due to the excellent collection experience as a result of the
government and group clients providing the majority of the Hotel's business. In
addition, during the nine months ended September 30, 1995, loan fees associated
with the previous mortgage on the Brunswick Hotel and Conference Center were
written off in the amount of $10,720. Also, state income taxes associated with
the operations of Hotel Brunswick, Inc., a subsidiary of the Partnership,
decreased by $25,687 due to the ability to use prior year suspended loss
carryforwards in computing the taxes owed.

                                       9
<PAGE>


                    Management's Discussion and Analysis of
            Financial Condition and Results of Operations (Continued)

Results of Operations (continued)


The Brunswick Hotel property also includes an adjacent conference center. Prior
to 1991, this space was primarily a retail mall. In 1991, the Partnership
converted a portion of the upper level Mall to office space for the Army. In
addition, the lower level Mall was converted to additional conference facilities
and office space for the Office of Personnel Management (OPM). Hotel room night
charges generally include a provision for the use of the office and conference
space. The Hotel does not separately charge customers for these facilities in
most cases. The remaining mall retail space does not generate revenues that are
significant to the operations of the Hotel.

In October 1990, the Partnership contracted with two agencies of the U.S.
Government to provide training facilities and rooms. The Department of Defense
(the Army) has guaranteed a minimum of 11,000 room nights per year of the
agreement. The current agreement grants to the Army two one-year options
expiring on September 30, 1998. The first one-year option through September 30,
1997 has been exercised. The Army has booked approximately 12,300 room nights
for the fiscal year ended September 30, 1997. The lease is terminable by the
Army at any time by giving at least sixty days prior written notice, subject to
the guarantee provisions in the lease.

In addition, the U.S. Government's Office of Personnel Management (OPM) had a
contract for the provision of food, rooms and conference facilities for OPM's
training sessions which extended through May, 1996.

OPM and the Brunswick Hotel entered into a new agreement which commenced May 1,
1996 and expires September 30, 1997. The initial rate per participant is $74.30
with additional charges for certain other expenses. The agreement gives OPM four
one year renewal options, with increases in the daily per participant charge
based upon increases in the Consumer Price Index for the Northeast Region. OPM
is anticipated to account for approximately 22,000 room nights for the fiscal
year ending September 30, 1997.

In October, 1995, OPM mailed a solicitation for offers to the Hotel and other
interested parties for a ten year contract which could commence as early as
September, 1997. OPM revised the solicitation for offers in April, 1996 from a
term of ten years to fifteen years and also reduced the initial rooms
requirement by twenty percent. The Brunswick Hotel was one of three finalists
selected for bidding on the OPM contract; however, in June, 1996, the contract
was awarded to Ken Lowe Management Company of Shepherdstown, West Virginia. Ken
Lowe will build a new training facility with hotel rooms and dining areas on
what is now vacant land in Shepherdstown, West Virginia. In a debriefing session
with members of the OPM selection committee, the General Partner and Brunswick
Hotel management staff were told that a new "to be built" facility was the
primary reason for choosing an alternate site. OPM is anticipating the new
facility will be complete between October, 1997 and March, 1998 and management
expects to lose the significant business provided by OPM when the new facility
opens. The loss of business associated with the OPM contract will result in a
significant decline in revenues and cash flows unless and until the Brunswick
Hotel can be repositioned to attract other business since OPM accounts for
approximately 22,000 of the approximately 60,000 total room nights sold at the
Hotel annually. This decline is not expected to occur until the fourth quarter
of 1997 or the first quarter of 1998. Elmhurst Hospitality Management Company
and the general manager of the hotel are contacting other government agencies as
possible replacements for the OPM business.



                                       10

<PAGE>


                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Liquidity and Capital Resources

As of September 30, 1996, the Partnership had cash and cash equivalents totaling
$1,105,389, in comparison with $967,574 at December 31, 1995 and $701,979 at
September 30, 1995. The increases are due to cash provided by operations of the
Brunswick Hotel.

Since 1989, competition to the Hotel has increased dramatically as more than ten
new hospitality facilities have opened, adding many additional new rooms to the
marketplace. In order to remain competitive with the other hotels in the area
for business in the government, corporate and tourist segments, an upgrading of
the Hotel began in 1991 and continued through 1995. These renovations have
included upgrades to most guest rooms, renovations of the lobby and other common
areas, replacement of the boiler and laundry equipment, and installion of a
complete sprinkler system in all guest rooms and common areas. The General
Partner has budgeted approximately $154,132 to be spent in 1996 for capital
improvements, $35,356 of which was spent in the nine months ended September 30,
1996. The balance of the improvements budget for 1996 is anticipated to be
completed by December 31, 1996 and includes renovation of the Hotel elevators
and HVAC additions in the lower level mall area.

During 1991, the Hotel obtained third party financing in the form of a
promissory note to fund the major renovations to the Hotel and Conference
Center. Approximately $791,443 has been advanced under this note, which has a
balance of $480,293 at September 30, 1996.

The Brunswick Hotel is the sole remaining property owned by the Partnership. The
General Partner had engaged the Grubb and Ellis Hospitality Group to assist in
the marketing and sale of the Brunswick Hotel. Although several offers have been
submitted from prospective purchasers since the marketing and sale effort began,
none of the prospects has demonstrated an ability to complete the purchase and
sale transaction to date. The listing agreement with Grubb and Ellis (including
several extensions) expired and the General Partner will not provide any further
extensions. The General Partner is exploring alternative marketing ideas for the
sale of the Hotel and it has received a proposal and interviewed additional
parties to assist in the re-marketing effort. In accordance with the Partnership
Agreement, the Partnership is expected to be dissolved upon the sale of the
Brunswick Hotel, unless all or a portion of the purchase price is payable on a
deferred basis.

        Distributions

Indepro Property Fund I, L.P. made a distribution of $227,274 in March 1996
relating to the operating results for the fourth quarter of 1995, a distribution
of $227,274 in June 1996 related to the operating results for the first quarter
of 1996, and a distribution of $227,272 in September 1996 related to the
operating results for the second quarter of 1996. Pennsylvania withholding taxes
that were paid by Indepro Property Fund I, L.P. on the partners behalf were
deducted from the quarterly distributions. The General Partner expects to
continue distributions for 1996 at approximately $227,000 per quarter.




                                       11

<PAGE>


                    Management's Discussion and Analysis of
            Financial Condition and Results of Operations (Continued)

Liquidity and Capital Resources (continued)

The General Partner is obligated under the terms of the Partnership agreement to
make capital contributions upon the Partnership's dissolution in the amount
necessary to enable the Partnership to pay to each Limited Partner an 8%
non-compounded return on the unrecovered capital contribution of the Limited
Partner, less all distributions of distributable cash and all distributions of
sale or refinancing proceeds in excess of the capital contributions of the
Limited Partner. This guaranteed return is computed from the date of each
Limited Partner's admission to the Partnership. This obligation does not
guarantee to the Limited Partners a return of their capital contributions and is
limited by the available assets of the Partnership and the General Partner. As
of September 30, 1996, the estimated amount of this obligation to the Limited
Partners (excluding the General Partner's Limited Partnership Units) was
approximately $3,082,483. The Partnership had cash of $1,105,389 at September
30, 1996. If the General Partner distributed this cash, the Limited Partners'
share would have been $860,111, which would have reduced the amount of this
obligation to $2,222,372. The General Partner has cash of $2,309,550, demand
notes of $1,400,000, and would have $245,278 of its share of Partnership cash
for a total of $3,954,828 available to satisfy the remaining obligation. This
does not include the value of the General Partner's investment in the
Partnership or any estimated proceeds from disposal of the Brunswick Hotel which
would be distributed to the General Partner. Future operations of the
Partnership may impact the ability of the Partnership and the General Partner to
satisfy this obligation. In addition to its various initiatives to improve the
financial condition of the Partnership as discussed herein, the General Partner
is considering the potential benefits and liabilities, and their impact on the
Limited Partners, of sale of the Brunswick Hotel, the sole remaining property in
the Partnership, and the ultimate dissolution and liquidation of the
Partnership. The General Partner had engaged the Grubb and Ellis Hospitality
Group to assist in the marketing and sale of the Brunswick Hotel. The listing
agreement with Grubb and Ellis (including several extensions) expired and the
General Partner will not provide any further extensions. The General Partner is
currently exploring alternative marketing ideas for the sale of the Hotel and
has interviewed additional parties to assist in the re-marketing effort.

Inflation

The rate of inflation during the three most recent years has been low. Low rates
of inflation combined with increased market competition generally produce an
environment in which rental rate increases are relatively modest. The Brunswick
Hotel has not experienced significant increases in major expenditures since
inflation has been offset by more effective expense management. In the markets
in which the Brunswick Hotel competes, it is not feasible to pass on all
increasing costs in the form of higher room rates.

In the past, it was assumed that inflation would result in capital appreciation
in investment properties through increases in rental rates and replacement costs
in comparison with new properties. During the term in which the Brunswick Hotel
has been owned by the Partnership, inflation has been modest and capital
appreciation as a result of inflation has not occurred.




                                       12
<PAGE>



                          INDEPRO PROPERTY FUND I, L.P.
                        (A Delaware Limited Partnership)

                                     PART II

                                OTHER INFORMATION


ITEM 1.     Legal Proceedings

                As of September 30, 1996, the Partnership was not a party to any
                pending legal proceeding. However, Hotel Brunswick, Inc. and
                Indepro Property Fund I, Corp. have been named as defendants in
                a complaint filed November 16, 1995 by Elwood Corbett,
                Plaintiff. On November 27, 1993, the Plaintiff was a non-paying
                guest at the Hotel who had received a complimentary room as a
                bus driver for a group of visitors to the property from New
                York. The complaint alleges that the Plaintiff slipped and fell
                in his guest room and further alleges that the Defendants are
                liable for failure to provide adequate safety measures. The
                Defendants have filed an answer to the complaint and deny any
                liability for the alleged occurrence. The liability insurance
                carrier for the property has engaged legal counsel to represent
                the Defendants and the outcome of this litigation is not
                anticipated to have any material impact on the financial
                condition or results of operations of the Partnership.

ITEM 2.     Changes in Securities

                None

ITEM 3.     Defaults Upon Senior Securities

                Not applicable

ITEM 4.     Submission of  Matters to a Vote of Security Holders

                Not applicable

ITEM 5.     Other Information

                Reference is made to the discussion of the Registrant's
                contractual arrangements with the Office of Personnel Management
                ("OPM") in `Management's Discussion and Analysis of Financial
                Condition -- Results of Operations' and the likely future 
                adverse effects of OPM's intended course of action.

ITEM 6.     Exhibits and Reports on Form 8-K

                No reports were filed on Form 8-K during the quarter ended
                September 30, 1996.





                                       13


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 12 of 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.


                                       INDEPRO PROPERTY FUND I, L.P.


                                        By:  Indepro Property Fund I Corp.,
                                                 General Partner

                                        By:   /s/ Wayne L. Harris
                                              ------------------------
                                                 Wayne L. Harris
                                                 Vice President



Date:  November 12, 1996                By: /s/ Ann M. Strootman
                                            ------------------------
                                                 Ann M. Strootman
                                                 Controller























                                       14