FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the fiscal year-ended  December 31, 1996

                                       OR

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

For the transition period from                      to

Commission file number    33-18756


                          ASSISTED HOUSING FUND L.P. I
             (Exact name of registrant as specified in its charter)

     Washington                                      91-1391150
(State of organization)                     IRS Employer Identification No.)


                1191 Second Avenue, Suite 904, Seattle, WA 98101
                (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (206) 461-4782

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

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

                      Units of Limited Partnership 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


                        The Exhibit Index appears at page
                             17 There are 17 pages.


<PAGE>


                                     PART I

Item 1. Business

Assisted Housing Fund L.P. I (the Partnership) is a limited  partnership  formed
on November 2, 1987 and organized under the laws of the State of Washington.

The  Partnership  raised  $3,511,000  from  the  sale of 703  units  of  limited
partnership  through  a  public  offering  completed  on  April  14,  1989.  The
Partnership   has  invested  as  a  limited  partner  in  eleven  other  limited
partnerships (Property Partnerships) which develop, own, and operate residential
apartment  complexes  located in small towns across the country.  Each apartment
complex benefits from several forms of federal assistance programs and qualifies
for low-income  housing credits (Tax Credits)  pursuant to the Internal  Revenue
Code by the Tax Reform Act of 1986. There are 332 partners in the Partnership.

The Partnership's  general partner is Murphey Favre  Properties,  Inc., (MFP), a
wholly-owned subsidiary of WM Financial, Inc. which is a wholly-owned subsidiary
of  Washington  Mutual Bank (WMB),  a wholly-  owned  subsidiary  of  Washington
Mutual, Inc.

Table A on page 4 lists the Property  Partnerships  in which the Partnership has
invested.  Item 7 of this Report  contains other  significant  information  with
respect to such Property Partnerships.

Each Property Partnership has, as its general partner  (developer),  one or more
individuals  or an  entity  not  affiliated  with  the  Partnership  or MFP.  In
accordance  with the  Partnership  Agreements  under  which  such  entities  are
organized,  the Partnership depends on the developers for the management of each
Property  Partnership.  As of December 31, 1996, the Property  Partnerships  and
their developers were:

<PAGE>





PROPERTY PARTNERSHIP                         DEVELOPER GENERAL PARTNER

 1.  Fairview Apartments Company Limited     Rural Housing Corporation
     Partnership (Fairview)

 2.  Ionia Limited Divided Housing           Rural Housing Corporation
     Association (LDHA) Limited
     Partnership (Ionia)

 3.  Logan Apartments Company Limited        Rural Housing Corporation and
     Partnership (Logan)                     Arthur H. Winer

 4.  Rolling Brook II LDHA Limited           Rural Housing Corporation
     Partnership (Rolling Brook)

 5.  Wexford Manor LDHA Limited              Rural Housing Corporation
     Partnership (Wexford

 6.  Blue Heron Apartment Associates         Dujardin Development Co.
     Limited Partnership (Blue Heron)

 7.  Glenwood Apartment Associates Limited   Dujardin Development Co.
     Partnership (Glenwood)

 8.  Pacific Place Apartment Associates      Dujardin Development Co.
     Limited Partnership (Pacific Place)

 9.  Cove LDHA Limited Partnership (Cove)    Kenneth & Lowell Werth

10.  Washington Street LDHA Limited          Kenneth & Lowell Werth
     Partnership (Washington)

11.  Fayette Hills Limited Partnership       LeRoy Eslinger and
     (Fayette)                               Douglas E. Pauley


A wholly-owned  subsidiary of MFP, Murphey Favre Housing  Managers (MFHM),  is a
special  limited partner in each Property  Partnership and has certain  approval
rights over the actions by the developers of the Property Partnerships.


<PAGE>



                                                       Table A

                                                  SELECTED PROPERTY
                                                  PARTNERSHIP DATA
<TABLE>
<CAPTION>

Property                                   Date Interest        Number of
Partnerships      Location                 Acquired             Apt. Units
<S>               <C>                      <C>                     <C>

Fairview          Plymouth, WI             December 1, 1989        40
Ionia             Ionia, MI                December 1, 1989        24
Logan             Logan, OH                December 1, 1989        32
Rolling Brook     Algonac, MI              December 1, 1989        24
Wexford           Onsted, MI               December 1, 1989        24
Blue Heron        Bainbridge Island, WA    March 20, 1989          40
Glenwood          Lake Stevens, WA         June 1, 1988            46
Pacific Place     South Bend, WA           October 4, 1988         24
Cove              Big Rapids, MI           July 12, 1989           48
Washington        Perry, MI                July 12, 1989           24
Fayette           Fayetteville, WV         December 1, 1989        68
                                                                 ----
                                                                  394
</TABLE>
<PAGE>


Item 2. Properties

Rental   property   consists  of   apartment   projects   renting  to  low-  and
moderate-income tenants.

As of December 31, 1996, the Property  Partnerships had placed rental properties
into operation in the following locations:

                                                Date Placed
                       Location                 In Service

                       Plymouth, WI             June 13, 1990
                       Ionia, MI                August 8, 1990
                       Logan, OH                January 11, 1991
                       Algonac, MI              March 8, 1990
                       Onsted, MI               February 21, 1990
                       Bainbridge Island, WA    May 1, 1990
                       Lake Stevens, WA         April 1, 1989
                       South Bend, WA           May 1, 1989
                       Big Rapids, MI           March 1, 1990
                       Perry, MI                January 1, 1990
                       Fayetteville, WV         December 1, 1989

Item 3. Legal Proceedings

None

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

None


                                     PART II
Item 5.  Market for  the  Registrant's  Securities  and  Related Security Holder
Matters

The  Registrant's  securities  consist  of  703  units  of  Limited  Partnership
Interest,  valued at $5,000 per unit,  for which  there is no market.  Units may
only be sold, assigned,  exchanged or otherwise transferred upon compliance with
the terms of the Limited Partnership Agreement.

As of the  date of  filing  of this  report,  the  Partnership  has 331  limited
partners and one general partner.

The Partnership has not made any  distributions  in 1994, 1995 and 1996 and does
not anticipate making any significant distributions in the future.


<PAGE>


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

                   Year Ended     Year Ended     Year Ended     Year Ended     Year Ended
                    12/31/96       12/31/95       12/31/94       12/31/93       12/31/92
<S>                <C>            <C>            <C>            <C>            <C>

Rental Revenue
                   $1,415,977     $1,381,245     $1,336,598     $1,297,514     $1,269,593


Interest
Revenue                21,800         21,158         18,868         20,582         22,930




Income (Loss)
                     (618,708)      (615,345)      (600,996)      (618,414)      (565,005)

Income (Loss)
per Limited
Partnership
Unit
                         (871)          (867(          (846)          (871)          (796)



Total Assets       13,022,213     13,620,436     14,107,470     14,700,620     15,303,724

Mortgage Notes
Payable
                  $12,399,750    $12,422,388    $12,442,696    $12,461,471    $12,478,285
</TABLE>

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

During the year,  management's emphasis was on the continued operation of eleven
properties.  At December 31, 1996, four properties were 100% occupied,  six were
between 90% and 97% occupied and one was 78% occupied.

The  properties  are located in rural towns with  populations of 14,000 or less.
Five  properties are located in Michigan,  three in Washington,  and one each in
Ohio,  West Virginia and Wisconsin.  The properties  range in size from 24 to 68
units for a total portfolio of 394 units.

Results of Operations

On a consolidated  basis, net income (loss) before depreciation and amortization
for 1996, 1995 and 1994 was $12,241,  $12,570 and $28,733  respectively.  Rental
revenues  for 1996 were up 3% from 1995 as compared to increases of 3% from 1994
to 1995, and 3% from 1993 to 1994.  Expenses for 1996,  including  depreciation,
were up 1.8% over 1995,  while expenses,  including  depreciation,  for 1995 and
1994 were up 3.1% and 1.5% over 1994 and 1993, respectively.

The Partnership paid $22,226,  $22,666 and $21,259,  in accounting  expenses for
the Partnership for 1996, 1995 and 1994, respectively.

Interest  revenue for 1996 increased 3% from 1995 and increased 12% from 1994 to
1995.
<PAGE>
Liquidity and Capital Resources

The Partnership completed its public offering of units of limited partnership on
April 14, 1989, with proceeds totaling $3,511,000 from 339 limited partners.  As
of December 31,  1996,  the  Partnership  had  invested  $2,542,000  of offering
proceeds in eleven Property Partnerships.

Offering proceeds equal to $175,750 were reserved by the Partnership to fund its
operating  expenses.  As  of  December  31,  1996,  the  cash  reserves  of  the
Partnership totaled $7,197. It is expected that the Partnership will draw on the
reserves in future years to fund accounting and other operating  expenses of the
Partnership.  Nominal cash  distributions  from the Property  Partnerships  will
supplement  the cash  reserves.  In 1996, the  Partnership  received  $18,895 in
distributions from the Property  Partnerships.  The expectation is that all cash
distributions received from the Property Partnerships will be used to defray the
operating expenses of the Partnership and thus it is not likely any distribution
will be made to the limited partners.

The  Partnership  is not  required to fund  additional  amounts to the  Property
Partnerships based on each Property Partnership  agreement.  Additionally,  each
Property  Partnership  is operated  as an  individual  project,  and without any
contractual arrangements of any kind between the Property Partnerships. In 1996,
nine  properties  generated  positive  cash  flow and two  properties  generated
deficit cash flow. The deficits were funded from rental  operating cash and from
authorized withdrawals from the reserve accounts.

As of December 31, 1996, one developer general partner had advanced $14,209 to a
Property  Partnership  under the deficit  funding  agreement in place during the
guarantee  period.  The guarantee  periods ended in 1991 and 1992. The developer
general partners are no longer obligated to fund operating deficits.

The Property  Partnerships  financed  construction  with a  combination  of bank
financing and funds from the Partnership. The permanent loans for the properties
were  provided by the Farmers Home  Administration,  now known as Rural  Housing
Service  (RHS),  under  Section  515 of the  National  Housing  Act of 1949,  as
amended.  RHS  provides an interest  credit to the Property  Partnerships  which
reduces  the  interest  rates  stated in the  mortgage  notes to an  effective 1
percent rate over the lives of the mortgages. All property loans are current.

It is expected that capital  expenditures  on the properties  will be low in the
initial years because the properties are recently constructed (10 properties) or
rehabilitated (1 property). As part of RHS loan requirements,  a reserve account
is funded at an annual rate of 1% of the original  property  loan balance  until
the  balance  equals 10% of the  original  loan  balance.  Additions  to reserve
accounts are funded from  property  operations  and are  established  for future
capital expenditures.
<PAGE>
Included in cash  deposits on the  consolidated  balance  sheets were $7,197 and
$8,037 held as deposits by the  Partnership  in WMB  accounts as of December 31,
1996 and 1995,  respectively.  As discussed in Part I, Item 1, WMB is affiliated
with MFP.

There are no additional acquisitions nor any dispositions planned.

Regulatory Restrictions

Because the properties are operated under RHS loans and benefit from the federal
low-income housing tax credit program, the properties are restricted as to their
use and must comply with the requirements of the respective federal programs.

The tenants of all the properties  must be tax credit and RHS eligible  tenants.
It is management's goal to have all units, except for managers' units,  occupied
by  tax  credit  eligible   tenants.   In  order  to  meet  established   income
requirements,  tenants must not earn more than 60% of the median  income for the
areas in which the  properties are located.  Seven of the eleven  properties are
further restricted to renting apartment units only to senior citizens.

Additionally,  the properties  cannot be sold without prior approval of the RHS,
cannot  make  more  than an 8%  cash  distribution  annually  to its  owner  (as
described in Note 6 to the Partnership's financial statements),  and must remain
under  the  low-income  housing  tax  credit  program  for 15 years to avoid any
recapture of the low-income  housing tax credits.  Furthermore,  pursuant to RHS
loan  agreements,  RHS may  refuse  prepayment  of the  loans  and  require  the
properties be used for the purpose of providing  housing to eligible tenants for
a minimum period of 20 years.

Inflation

Operating  expenses  and  rental  revenues  of  each  property  are  subject  to
inflationary  factors.  Low rates of inflation  could result in rental  revenues
remaining  constant  or  increasing  at slower  rates  than in  periods  of high
inflation.  High  rates  of  inflation  raise  the  operating  expenses  of  the
properties, and to the extent the increased operating expenses are not passed on
to the tenants by rental increases, the properties' operation could be adversely
affected.


<PAGE>


Tax Credit

As of December 31, 1996, 1995 and 1994, tax credits equal to 15.17%,  15.17% and
15.17%,  respectively,  of the limited partners' capital contributions have been
generated.


Item 8. Financial Statements and Supplementary Data

The  financial  statements  of Assisted  Housing  Fund L.P. I as of December 31,
1996, 1995 and 1994,  together with the independent  auditors'  reports thereon,
are filed herewith in Part IV, Item 14 of this Form 10-K.

Item  9.  Changes  in  and  Disagreements  with  Accountants  on Accounting  and
Financial Disclosure

None.



                                                    PART III


Item 10. Directors and Executive Officers of the Registrant

Murphey  Favre  Properties,  Inc. (MFP) is  the managing  general partner of the
Partnership. The Registrant has no employees.


Item 11. Executive Compensation


Name of Individual      Capacities
  or Number of           in Which                    Cash
 Persons in Group         Served                 Compensation


                                       Year Ended   Year Ended      Year Ended
                                       12/31/96     12/31/95        12/31/94



     None


<PAGE>



Item 12. Security Ownership of Certain Beneficial Owners and Management

                  Name and                  Amount and
                  Address of                Nature of
Title of          Beneficial                Beneficial            Percent
Class             Owner                     Owner                 of Class

General           Murphey Favre             (1)                   100%
Partner's         Properties, Inc.
Interest          Suite 904
                  1191 Second Avenue
                  Seattle, WA  98101

(1) The  General  Partner's  interest  is owned of record  and  beneficially  by
Murphey Favre  Properties,  Inc. Its capital interest as of December 31, 1996 is
($41,010).


Item 13. Certain Relationships and Related Transactions

The  Property  Partnerships  have  entered  into  certain  agreements  with  the
developer or its affiliates under which the developer or its affiliates  receive
compensation,  perform services, or make loans. Note 2 of the Notes to Financial
Statements,  which are filed in Part IV,  Item 14 of this  Form  10-K,  provides
additional information pertaining to the individual Property Partnerships.


<PAGE>







                                                         11

                                     PART IV

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

(a)      1.  The following financial statements of Assisted Housing Fund L.P. I
             and subsidiaries are incorporated by reference in Part II and are
             attached as pages 1 to 13 of Exhibit 13.
                                                               Page of Annual
                                                                       Report

              Independent Auditor's Report..........................       1

              Balance Sheets as of December 31, 1996 and 1995.......       2

              Statements of Operations for each of the years ended
              December 31, 1996, 1995 and 1994......................       3

              Statements of Partners' Equity (Deficit) for each of
              the years ended December 31, 1996, 1995 and 1994......       4

              Statements of Cash Flows for each of the years ended
              December 31, 1996, 1995 and 1994......................       5

              Notes to Financial Statements for each of the years
              ended December 31, 1996, 1995 and 1994...............    6-12

              2.  Financial statement schedules                Page of Form 10-K

              Independent Auditor's Report on Schedules.............      13

              Schedule III - Real Estate and Accumulated
              Depreciation..........................................   14-16

              All other  schedules for which provision is made in the applicable
              accounting  regulations of the Securities and Exchange  Commission
              are omitted because either they are not applicable or the required
              information is shown in the financial statements or notes thereto.

               3.  Exhibits:  All  exhibits to  this  report  are listed in the
               Schedule Index at page 17.

(b)           No reports on Form 8K were filed during 1996.


<PAGE>











                                   SIGNATURES




Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                          ASSISTED HOUSING FUND L.P. I
                                   Registrant

By:  Murphey Favre Properties, Inc.
     Its Managing General Partner




By:                                          Date:    3/31/97
              Herbert F. Fox, Vice President
              and Principal Financial Officer

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

By:           Murphey Favre Properties, Inc.



By:                                          Date:    3/31/97
              Kerry K. Killinger
                Its Director


By:                                          Date:    3/31/97
              David G. Murphy
                Its Director



<PAGE>



                                   SIGNATURES





Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                          ASSISTED HOUSING FUND L.P. I
                                   Registrant

By:  Murphey Favre Properties, Inc.
     Its Managing General Partner




By:              Herbert F. Fox /s/          Date:    3/31/97
              Herbert F. Fox, Vice President
              and Principal Financial Officer

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

By:           Murphey Favre Properties, Inc.



By:              Kerry K. Killinger /s/         Date:    3/31/97
              Kerry K. Killinger
                Its Director



By:              David G. Murphy /s/            Date:     3/31/97
              David G. Murphy
                Its Director



<PAGE>






                    INDEPENDENT AUDITORS' REPORT ON SCHEDULES




General Partner and Limited Partners
Assisted Housing Fund L.P. I
Seattle, Washington

We have audited the financial statements of Assisted Housing Fund L.P. I and its
subsidiaries,  as of and for the years ended  December 31, 1996,  1995 and 1994,
listed under Item 14(a) 1 hereof and have issued our report  thereon dated March
21, 1997 (which  report is  incorporated  by  reference  elsewhere  in this Form
10-K).  In the  course of our audit of such  financial  statements  we have also
audited the schedules  listed under Item 14(a)2 for the years ended December 31,
1996, 1995 and 1994. These schedules are the responsibility of the Partnership's
management.  Our  responsibility is to express an opinion based on our audit. In
our opinion, these schedules present fairly, in all material respects, when read
in  conjunction  with  the  related  consolidated   financial  statements,   the
information therein set forth.



Ruljancich, Blume, Loveridge and Co., P.L.L.C.
Bellevue, Washington
March 21, 1997




<PAGE>






                                      ASSISTED HOUSING FUND LP I
                        SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                     Year Ended December 31, 1996
<TABLE>
<CAPTION>
      COLUMN A           COLUMN B                        COLUMN C                        COLUMN D
--------------------------------------------------------------------------------------------------------
                                                                                     Costs Capitalized
                                                                                        Subsequent
    Description        Encumbrances              Initial Cost to Partnership          to Acquisition
--------------------------------------------------------------------------------------------------------
<S>                       <C>               <C>          <C>            <C>                  <C>

                                                     Buildings &        Personal
                                           Land      Improvements       Property       Improvements
                                       -----------------------------------------------------------------
Fairview                  $1,282,064        $55,413                                          $1,580,336

Ionia                        716,147         24,000                                             915,896

Logan                      1,001,559         55,129                                           1,208,945

Rolling Brook                753,055         35,000                                             920,330

Wexford                      731,109         22,000                                             922,925

Blue Heron                 1,480,589        248,569                                           1,967,829

Glenwood                   1,449,942        145,000                                           1,749,651

Pacific Place                762,320         30,000                                             965,151

Cove                       1,442,235         47,000                                           1,713,304

Washington                   720,592          8,000                                             875,004

Fayette                    2,060,138         53,000      1,815,992      40,800                  590,726

AHF                                                        444,240
                     -----------------------------------------------------------------------------------

Total                    $12,399,750       $723,111     $2,260,232     $40,800              $13,410,097
                       ================================================================================
Construction in
  Progress                        $0                                                               $0
                       =============                                                     ===========
</TABLE>
<PAGE>



                           ASSISTED HOUSING FUND LP I
                   SCHEDULE III - REAL ESTATE AND ACCUMULATED
                       DEPRECIATION (Continued) Year Ended
                                December 31, 1996
<TABLE>
<CAPTION>

     COLUMN A                    COLUMN E                                   COLUMN F      COLUMN G       COLUMN H     COLUMN I
---------------------------------------------------------------------------------------------------------------------------------
    Description        Gross Amount at Which Carried at End of Period        Accumulated     Date of       Date of        Life on
                                                                            Depreciation  Construction   Acquisition       Which
                                                                                                                       Depreciation
                                                                                                                         in Latest
                                                                                                                          Income
                                                                                                                         Statement
                                                                                                                        is Computed
---------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>            <C>         <C>             <C>          <C>          <C>         <C>
                        Land        Buildings        Land          Total
                                                 Improvements
                                                 and Personal
                                                   Property
                    ------------------------------------------------------
Fairview                 $55,413    $1,418,320     $162,016    $1,635,749      $425,502     13-Jun-90                27.5/15/10

Ionia                    $24,000       805,590      110,306       939,896       244,590     08-Aug-90                27.5/15/10/7

Logan                    $55,129     1,022,974      185,971     1,264,074       313,908     11-Jan-91                27.5/15/10

Rolling Brook            $35,000       794,263      126,067       955,330       261,844     08-Mar-90                27.5/15/10/7

Wexford                  $22,000       815,821      107,104       944,925       266,832     21-Feb-90                27.5/15/10

Blue Heron              $248,569     1,890,967       76,862     2,216,398       509,662     01-May-90                27.5/10

Glenwood                $145,000     1,701,975       47,676     1,894,651       510,895     01-Apr-89                27.5/10/7

Pacific Place            $30,000       943,619       21,532       995,151       278,904     01-May-89                27.5/10/7

Cove                     $47,000     1,635,278       78,026     1,760,304       454,447     01-Mar-90                27.5/10/7

Washington                $8,000       836,929       38,075       883,004       232,631     01-Jan-90                27.5/10

Fayette                  $53,000     2,333,019      114,499     2,500,518       662,431     01-Dec-89                27.5/15/10/7

AHF                           $0       444,240                    444,240       111,895                  Various
                       ----------------------------------------------------------------
Total                   $723,111    $14,642,995  $1,068,134   $16,434,240    $4,273,541
                       ================================================================
Construction in
  Progress                                                              0
                                                             ============
</TABLE>
<PAGE>



                           ASSISTED HOUSING FUND LP I
                   SCHEDULE III - REAL ESTATE AND ACCUMULATED
                          DEPRECIATION (Continued) Year
                             Ended December 31, 1996
<TABLE>
<CAPTION>




                                                  Year Ended                 Year Ended                Year Ended
REAL ESTATE                                    December 31, 1994         December 31, 1995          December 31, 1996
--------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>      <C>              <C>       <C>              <C>      <C>
  Balance at beginning of period                         $16,273,979                $16,315,766               $16,410,747
    Additions during period:
      Property acquisitions                    $     0                        $0                         $0
      Acquisitions through foreclosure               0                         0                          0
      Other acquisitions                             0                         0                          0
      Improvements etc. (New Construction)      41,787                    96,135                     23,493
           Other (Acquisition Cost)                  0                         0                          0
                                           -------------------------------------------------------------------------------
                                                         $16,315,766                $16,411,901               $16,434,240
         Deductions during period:
           Cost of real estate sold                 $0                    $1,154                         $0
           Other (describe)                          0             0           0          1,154           0             0
                                           -------------------------------------------------------------------------------
     Balance at close of period                          $16,315,766                $16,410,747               $16,434,240
                                                       ==============            ===============            ==============
</TABLE>
<TABLE>
<CAPTION>



                                                  Year Ended                 Year Ended                Year Ended
ACCUMULATED DEPRECIATION                       December 31, 1994         December 31, 1995          December 31, 1996
--------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>       <C>              <C>       <C>             <C>       <C>

     Balance at beginning of period                       $2,391,713                 $3,015,935                $3,642,593

       Existing property:                                    622,259                    625,908                   629,472
       Depreciation on additions:
         Property acquisitions                  $    0                     $    0                    $     0
         Acquisitions through foreclosure            0                          0                          0
         Other acquisitions                          0                          0                          0
         Improvements etc. (New Construction)    1,963                      1,308                      1,476
         Other (Acquisition Costs)                   0                          0                          0
                                           -------------------------------------------------------------------------------
                                                          $3,015,935                 $3,643,151                $4,273,541
       Depreciation on deductions:
         Cost of real estate sold               $    0                     $  558                    $     0
         Other (describe)                            0             0            0            558           0            0
                                           -------------------------------------------------------------------------------
     Balance at close of period                           $3,015,935                 $3,642,593                $4,273,541
                                                        ==============            ===============            ==============
</TABLE>
<PAGE>



Exhibit                                             Incorporated by
No.                                                 Reference From

 3       Certificate of Limited Partnership         Exhibit C to Form S-11
                                                    Registration Statement
                                                    No. 91-1391150

13       Annual Report to Security Holders          Attached hereto
<PAGE>





                          ASSISTED HOUSING FUND L.P. I
                                AND SUBSIDIARIES

                              FINANCIAL STATEMENTS
                                       AND
                          INDEPENDENT AUDITOR'S REPORT

                        FOR THE YEARS ENDED DECEMBER 31,
                               1996, 1995 AND 1994



<PAGE>



                                    CONTENTS

                                                                        Page


INDEPENDENT AUDITOR'S REPORT............................................1

FINANCIAL STATEMENTS:

Balance Sheets..........................................................2

Statements of Operations................................................3

Statements of Partners' Equity (Deficit)................................4

Statements of Cash Flows................................................5

Notes to Financial Statements...........................................6-12



<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


Partners
Assisted Housing Fund L.P. I
Seattle, Washington

We have audited the accompanying  balance sheets of Assisted Housing Fund L.P. I
and its  subsidiaries,  as of  December  31,  1996  and  1995,  and the  related
statements  of  operations,  partners'  equity  (deficit) and cash flows for the
years ended December 31, 1996, 1995 and 1994. 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 an 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 Assisted Housing Fund L.P. I
and its subsidiaries, as of December 31, 1996 and 1995, and the results of their
operations and cash flows for the years ended December 31, 1996,  1995 and 1994,
in conformity with generally accepted accounting principles.




Ruljancich, Blume, Loveridge & Co., P.L.L.C.
Bellevue, Washington
March 21, 1997
<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                                   December 31,
                                              1996              1995

                                                    ASSETS

<S>                                           <C>               <C>
Rental property and equipment, at cost:
    Buildings and equipment                   $15,711,129       $15,687,636
    Accumulated depreciation                   (4,273,541)       (3,642,593)
                                              -----------       -----------
                                               11,437,588        12,045,043
    Land                                          723,111           723,111
                                              -----------       -----------
                                              12,160,699         12,768,154

Cash:
    Rental operation                             139,121            160,098
    Partnership                                    7,197              8,037
                                              -----------       ------------
                                                 146,318            168,135

Restricted deposits:
    Tenant trust - security deposits             106,501            108,020
    Reserve accounts                             552,746            528,498
                                              -----------       ------------
                                                 659,247            636,518

Other assets:
    Accounts receivable                           28,869             36,951
    Prepaid expenses                              27,080             10,678
                                              -----------       ------------
                                                  55,949             47,629
                                              -----------       ------------

                                              $13,022,213       $13,620,436
                                              ===========       ===========
</TABLE>
                                                 Continued on page 2A.

<PAGE>


                                ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                                             BALANCE SHEETS - (CONTINUED)

<TABLE>
<CAPTION>

                                           December 31,
                                        1996          1995

                                  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
<S>                                     <C>           <C>

Liabilities:
    Mortgage notes payable              $12,399,750   $12,422,388
    Assessment payable                       61,712        68,569
    Accounts payable                        260,146       240,771
    Due to affiliates                       554,534       491,992
    Accrued liabilities                      75,487        78,284
    Security deposits                       104,531       107,080
                                        -----------   -----------
                                         13,456,160    13,409,084

Minority interests in partnerships          546,353       572,944

Partners' equity (deficit):
    Limited partners                       (939,290)     (326,769)
    General partner                         (41,010)      (34,823)
                                        -----------   -----------
                                           (980,300)     (361,592)
                                        -----------   -----------

                                        $13,022,213   $13,620,436
                                        ===========   ===========
</TABLE>



                 See accompanying notes to financial statements.

                                     Page 2A

<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                       Years Ended December 31,
                                   1996          1995          1994
<S>                                <C>           <C>           <C>

Revenue:
    Rent                           $1,415,977    $1,381,245    $1,336,598
    Miscellaneous                      88,400        87,496        83,178
                                   ----------    ----------    ----------
                                    1,504,377     1,468,741     1,419,776

Expenses:
    Operating and maintenance         208,656       212,139       168,768
    Utilities                         254,135       245,383       247,296
    General and administrative        347,471       321,975       317,922
    Taxes and insurance               251,468       254,947       248,767
    Interest                          336,895       334,529       326,185
    Depreciation                      630,949       627,216       624,223
                                   ----------    ----------    ----------
                                    2,029,574     1,996,189     1,933,161
                                   ----------    ----------    ----------

                                     (525,197)     (527,448)     (513,385)

Other revenues (expenses):
    Interest earned on
      partnership cash                    280           505           975
    Minority interest
       in operations                   26,435        26,465        26,334
    Accounting and auditing           (22,226)      (22,666)      (21,259)
    General and administrative        (18,081)      (11,684)       (8,187)
    Partnership management fees       (74,517)      (74,517)      (74,517)
    Amortization of
       organization costs                   -          (699)       (5,506)
    Incentive management fees          (3,952)       (3,660)       (2,685)
    Miscellaneous                      (1,450)       (1,641)       (2,766)
                                   ----------    ----------    ----------
                                      (93,511)      (87,897)      (87,611)
                                   ----------    ----------    ----------

       Net income (loss)           $ (618,708)   $ (615,345)   $ (600,996)
                                   ==========    ==========    ==========

       Net income (loss) per
         unit of limited
         partnership interest      $     (871)   $     (867)   $     (846)
                                   ==========    ==========    ==========
</TABLE>











                       See accompanying notes to financial statements.
                                     Page 3


<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                  Years Ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>

                                 Limited               General
                                 Partners              Partner       Total
<S>                              <C>                   <C>           <C>

Profit/loss percentage            99.0%                 1.0%         100.0%
                                 ==========            ========      ========

Balance - January 1, 1994        $  877,409            $(22,660)     $  854,749

Net income (loss) for 1994         (594,986)             (6,010)       (600,996)
                                 ----------            --------      ----------

Balance - December 31, 1994         282,423             (28,670)        253,753

Net income (loss) for 1995         (609,192)             (6,153)       (615,345)
                                 ----------            --------      ----------

Balance - December 31, 1995        (326,769)            (34,823)       (361,592)

Net income (loss) for 1996         (612,521)             (6,187)       (618,708)
                                 ----------            --------      ----------

Balance - December 31, 1996      $ (939,290)           $(41,010)     $ (980,300)
                                 ==========            ========      ==========
</TABLE>




                       See accompanying notes to financial statements.

                                     Page 4


<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) in Cash

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                      1996            1995            1994
<S>                                   <C>             <C>             <C>
Cash flows from operating activities:
    Net income (loss)                 $(618,708)      $(615,345)      $(600,996)
    Adjustments to reconcile net
      income (loss) to net cash
      provided by operating
      activities:
    Depreciation                        630,948         626,658         624,223
    Amortization of organization
          costs                               -             698           5,506
    Minority interests in
          operations                    (26,435)        (26,465)        (26,333)
    Changes in certain assets
          and liabilities:
        Accounts receivable               8,082         (11,148)         (1,402)
        Prepaid expenses                (16,402)          3,916           8,374
        Accounts payable                 19,375          47,949          29,600
        Accrued liabilities              (2,797)         (2,032)          8,317
        Due to affiliates                62,542          53,129          42,608
        Security deposits                (1,030)            (41)            211
                                      ---------       ---------       ---------

    Net cash provided by
           operating activities          55,575          77,319          90,108

Cash flows from investing activities:
    Purchase of depreciable
      property                          (23,493)        (26,412)        (41,787)
    Deposits to reserve accounts       (140,217)       (140,172)       (129,854)
    Withdrawals from
        reserve accounts                115,969         120,266          66,099
                                      ---------       ---------       ---------

    Net cash provided (used) by
           investing activities         (47,741)        (46,318)       (105,542)
</TABLE>



                              Continued on page 5A.

                                     Page 5


<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                     STATEMENTS OF CASH FLOWS - (CONTINUED)
                           Increase (Decrease) in Cash
<TABLE>
<CAPTION>


                                              Years Ended December 31,
                                       1996            1995            1994
<S>                                    <C>             <C>             <C>
Cash flows from financing activities:
    Minority partners' capital
          contributions                $   (156)       $    128        $    (79)
    Mortgage principal payments         (22,638)        (20,308)        (18,775)
    Assessment principal payments        (6,857)              -                -
    Advances from affiliates                  -               -         (32,383)
                                       --------        --------        --------

    Net cash provided (used) by
          financing activities          (29,651)        (20,180)        (51,237)
                                       --------       ---------        --------

    Net increase (decrease)
          in cash                       (21,817)         10,821         (66,671)

    Cash - beginning of year            168,135         157,314         223,985
                                       --------        --------        --------

    Cash - end of year                 $146,318        $168,135        $157,314
                                       ========        ========        ========


Supplemental disclosure of cash flow information:

    Cash paid for interest             $340,001        $331,729        $326,237
                                       ========        ========        ========


Supplemental disclosure of noncash investing and financing activities:

    Land improvements purchased
          with assessment              $     -         $ 68,569        $     -
                                       ========        ========        =======
</TABLE>





                       See accompanying notes to financial statements.

                                     Page 5A


<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


    NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES

General
Assisted Housing Fund L.P. I (the  Partnership) is a limited  partnership  which
was  organized  November  2, 1987 under the laws of the state of  Washington  to
acquire  limited  partnership  interests  in other  partnerships  (the  Property
Partnerships), each of which has been organized to develop or purchase a low- or
moderate-income  apartment project. The Partnership's general partner is Murphey
Favre Properties,  Inc. (MFP), a wholly-owned subsidiary of WM Financial,  Inc.,
which  is  a  wholly-owned   subsidiary  of  Washington  Mutual  Bank  (WMB),  a
wholly-owned  subsidiary of Washington Mutual, Inc. As of December 31, 1996, 331
limited   partners  held  the  703  units  of  limited   partnership   interests
outstanding.

The   Partnership   has  invested  as  a  limited  partner  in  eleven  Property
Partnerships.  The  developer of each  apartment  project  serves as the general
partner (DGP) of the respective Property Partnership.

The  properties  owned by the  Property  Partnerships  are located in  Michigan,
Wisconsin,  Ohio, West Virginia and Washington. The properties were financed and
constructed   under  Section  515  of  the  National  Housing  Act,  as  amended
(administered  by the U.S.  Department of  Agriculture,  Rural  Housing  Service
(RHS)).  Under this program,  the Property  Partnerships provide housing to low-
and  moderate-income  tenants.  Lower rental charges to tenants are recovered by
the Property  Partnerships  through an interest  reduction program which reduces
the  effective  interest rate over the lives of the mortgages to 1 percent and a
rental  assistance  program  whereby RHS pays the  Property  Partnerships  for a
portion of qualified tenant rents.  Construction of the rental  properties began
between June, 1988 and May, 1990 and rental operations began between April, 1989
and February, 1991.

Additionally,  in exchange for an allocation of federal  low-income  housing tax
credits under Section 42 of the Internal Revenue Code, each Property Partnership
has entered into an agreement with an agency of the state in which the apartment
project is located,  whereby the Property Partnership has agreed to maintain all
apartment units as both rent restricted and occupied by low-income tenants for a
minimum period of 15 years.

During the years ended December 31, 1996, 1995 and 1994, rental revenue from RHS
totaled  $408,796,  $407,684,  and $403,456,  representing  27.2  percent,  27.8
percent and 28.4 percent of total revenue, respectively.

                                     Page 6


<PAGE>
                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


    NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES
                                  (CONTINUED)

Principles of Consolidation
The financial statements include the financial statements of the Partnership and
the following eleven Property Partnerships in which it has invested as a limited
partner:

       Fairview Apartments Company Limited Partnership (Fairview)
       Ionia Limited Dividend Housing Association Limited Partnership (Ionia)
       Logan  Apartments  Company  Limited  Partnership  (Logan)
       Rolling Brook II Limited Dividend Housing Association Limited
          Partnership (Rolling Brook)
       Wexford Manor Limited Dividend Housing Association Limited Partnership
          (Wexford)
       Blue Heron Apartment Associates Limited Partnership (Blue Heron)
       Glenwood Apartment Associates Limited Partnership (Glenwood)
       Pacific Place Apartment Associates Limited Partnership (Pacific Place)
       Cove Limited Dividend Housing Association Limited Partnership (Cove)
       Washington Street Limited Dividend Housing Association Limited
          Partnership (Washington)
       Fayette Hills Limited Partnership (Fayette)


The  financial  statements  are  presented on a  consolidated  basis because the
Partnership holds  approximately 99 percent of the profit and loss interests and
approximately 55 percent of the equity  interests in each Property  Partnership.
Through  an  affiliate,  who is a  special  limited  partner  in  each of the 11
Property  Partnerships,  the Partnership controls certain fundamental  decisions
affecting  the  operation  of  the  Property  Partnerships.   These  fundamental
decisions  include  significant  purchases  of assets,  material  borrowings  or
creation  of  liens  on  the  underlying  properties,   entering  into  material
contracts,  making tax elections and any act that would cause termination of the
Property Partnership.  All material  interpartnership  transactions and balances
have been eliminated.  For the years ended December 31, 1996, 1995 and 1994, net
losses  allocable to the minority  partners were  $26,435,  $26,465 and $26,334,
respectively.
<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


    NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES
                                  (CONTINUED)

Method of Accounting
The accrual method of accounting is used for both financial statement and income
tax purposes.

Cost Overruns
The partnership  agreements for the Property  Partnerships required the DGP's to
fund cost  overruns  on the  development  of the  rental  properties.  Such cost
overruns,  totaling  $589,462,  have been  recorded  as  minority  interests  in
partnerships  and have been  included in the cost basis of the rental  property.
All depreciation  related thereto has been specially allocated to the respective
DGP's.

Depreciation
Depreciation   is  computed  for   financial   statement   purposes   using  the
straight-line  method over the estimated  useful lives of the related  assets as
follows:

       Building shell and components.............. 27.5 years
       Land improvements...... ..................... 15 years
       Appliances............................... 7 - 10 years
       Carpets and draperies.................... 7 - 10 years

Depreciation is computed for income tax purposes using the modified-accelerated-
cost-recovery-system (MACRS).

Income Taxes
No income tax  provision has been  included in the  financial  statements  since
income or loss of a  Partnership  is required  to be reported by the  respective
partners on their income tax returns.

Cash Equivalents
For  purposes  of the  statement  of  cash  flows,  all  investment  instruments
purchased  with a maturity  of three  months or less are  considered  to be cash
equivalents. At December 31, 1996 and 1995, there were no cash equivalents.

Amortization
Costs  aggregating  $71,934  incurred in  connection  with  organization  of the
partnerships  have been capitalized and were amortized on a straight-line  basis
over a five-year period.





                                     Page 8


<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


    NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES
                                  (CONTINUED)

Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting  principles requires management to make estimates and assumption that
affect certain reported amounts and disclosures.

NOTE 2 - TRANSACTIONS WITH AFFILIATES

In connection  with the  acquisition  and development of rental property and the
management of both the rental property and the Partnership,  the Partnership and
Property  Partnerships  have paid or accrued  the  following  amounts to certain
affiliates:

                                     Years Ended December 31,
                                  1996         1995         1994

Murphey Favre Properties, Inc.
    Partnership services fee      $  7,500     $  7,500     $  7,500
    Partnership administration      44,710       44,710       44,710

Developer general partners
        and affiliates
    Property management fees       119,365      109,910      106,842

The Partnership maintains deposits in certain of WMB's interest-bearing accounts
which aggregated $7,197 and $8,037 at December 31, 1996 and 1995,  respectively.
Interest  earned on such deposits  totaled $280,  $505 and $975 during the years
ended December 31, 1996, 1995 and 1994, respectively.

Terms of the RHS Loan  Agreements  require  each  DGP to  provide  interest-free
advances of  stipulated  amounts as initial  operating  capital to the  Property
Partnerships.  Due to affiliates  includes $152,107 of such advances at December
31, 1996 and 1995. In addition,  these balances  include DGP advances of $35,468
for land improvements and $14,209 to fund operating  deficits.  The remainder of
the balances include property management fees and reimbursements  payable to MFP
for partnership services and administration.








                                     Page 9


<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


              NOTE 2 - TRANSACTIONS WITH AFFILIATES - (CONTINUED)

Advances  from the DGPs may only be repaid from the  proceeds of future sales of
the  respective  properties.  Property  management  fees are paid out of  rental
operations.  Partnership  fees and services are payable from future sales of the
properties,  to the  extent  they  are not paid  from  distributions  of  rental
operation cash (Note 6).

Under the  terms of  management  services  agreements,  affiliates  of the DGP's
provide management  services for the rental properties and receive  compensation
for such services in amounts approximating 9.1% of rental receipts.

NOTE 3 - CASH IN RESERVE ACCOUNTS

The Loan  Agreements  between  the  Property  Partnerships  and RHS  require the
Property  Partnerships  to  deposit  $126,889  annually  into  separate  reserve
accounts until the reserve accounts reach  $1,268,211.  Subject to RHS approval,
these funds may be used for various  purposes,  as further described in the Loan
Agreements. The Property Partnerships are in compliance with the minimum funding
requirements as set forth by RHS for the years ended December 31, 1996 and 1995,
and all withdrawals were approved by RHS and used for their intended purposes.

NOTE 4 - MORTGAGE NOTES PAYABLE

The mortgage notes are payable to RHS in monthly installments  totaling $26,550.
In  accordance  with  provisions  of Interest  Credit  Agreements,  RHS provides
monthly interest credits totaling $69,199 which reduce the interest rates stated
in the  mortgage  notes to  effective  rates of 1 percent  over the lives of the
mortgages.  Amortization  of  principal is based on the stated rates of 8.75% to
10.75%  under RHS's  Predetermined  Amortization  Schedule  System  (PASS).  The
mortgage notes mature May, 2039 through January, 2040.  Substantially all of the
rental  property and  equipment is pledged as collateral  on the  mortgages.  No
partner is personally liable on the mortgage notes.











                                     Page 10


<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


                 NOTE 4 - MORTGAGE NOTES PAYABLE - (CONTINUED)

The mortgage notes are regulated by the U.S.  Government and therefore,  have no
market price. Accordingly, management has determined that users of the financial
statements  would  derive  no  benefit  from  any  estimate  of fair  value  and
performing such an analysis would not be practicable.

Principal payments on the mortgage notes for the next 5 years are as follows:

                           Year                     Amounts

                           1997                         24,562
                           1998                         26,868
                           1999                         29,388
                           2000                         32,144
                           2001                         35,113
                           2002 and later years     12,251,675
                                                   -----------

                                                   $12,399,750

NOTE 5 - ASSESSMENT PAYABLE

In September,  1995, the city of Bainbridge Island issued an assessment for Blue
Heron's share of street and utility  improvements in the amount of $68,569.  The
assessment is payable in 10 equal annual installments  together with interest at
the rate of 5.6 percent.  At December 31, 1996, the fair value of the assessment
approximates the amount recorded in the financial statements.

Principal payments on the assessment for the next 5 years are as follows:

                           Year                    Amount

                           1997                    $ 6,857
                           1998                      6,857
                           1999                      6,857
                           2000                      6,857
                           2001                      6,857
                           2002 and later years     27,427
                                                   -------
                                                   $61,712

                                   Page 11


<PAGE>


                  ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - RENTAL OPERATION CASH

RHS regulations  limit the distribution of rental operation cash to a maximum of
$38,090 annually. Any distribution to the Partnership from rental operation cash
is to be made in accordance with the respective partnership agreements.  Whether
or not a Property  Partnership  makes any limited  distribution  is based on the
results of its own operations and is at the discretion of the DGP.

NOTE 7 - GUARANTEES

Each of the DGP's has made a guarantee to the  respective  Property  Partnership
that they will  compensate the  Partnership  in the event the actual  low-income
housing  tax  credit is less than 85% to 90% of the  available  credit.  Through
December 31, 1996, no payments have been made under these guarantee agreements.

NOTE 8 - RECLASSIFICATIONS

Certain  reclassifications  have  been  made  to the  1995  and  1994  financial
statements  to conform  with the 1996  financial  statement  presentation.  Such
reclassification had no effect on net income as previously reported.


























                                    Page 12


<PAGE>






March 21, 1997

Ruljancich, Blume, Loveridge & Company
Certified Public Accountants
11100 NE Eighth Street, Suite 410
Bellevue, WA 98004-4441

RE:    Assisted Housing Fund L.P. I and subsidiaries

The following  representations are made to the best of our knowledge and belief.
They are being  provided  to you in  connection  with your audit of the  balance
sheet of Assisted  Housing Fund L.P. I and  subsidiaries as of December 31, 1996
and the related statements of operations,  changes in partners' equity (deficit)
and cash  flows  for the year  then  ended.  Your  audit is for the  purpose  of
expressing an opinion as to whether the financial  statements present fairly the
financial  position,  results of operations  and cash flows in  conformity  with
generally accepted accounting principles.

 1. In the financial statements, we are responsible for the fair presentation of
    financial position, results of operations and cash flows in conformity  with
    generally accepted accounting principles.

 2. We have made available to you all -
    a.  Financial records and related data.
    b.  Amendments to the partnership agreement.

 3. There have been no -
    a.  Irregularities  involving  management or employees who have significant
        roles in the internal control structure.
    b.  Irregularities  involving  other employees  that could have a material
        effect on the financial statements.
    c.  Communications  from regulatory  agencies concerning noncompliance with,
        or deficiencies  in,  financial  reporting  practices  that could have a
        material effect on the financial statements.

4.  We  have  no plans or intentions  that  may  materially  affect the carrying
    value or classification of assets and liabilities.

5.  The  following  have  been properly  recorded or disclosed in the financial
    statements:
    a.  Related party transactions and related amounts  receivable  or  payable,
        including sales, purchases, loans, transfers, leasing arrangements, and
        guarantees.
    b.  Arrangements with financial institutions involving compensating
        balances or other arrangements involving restrictions on cash balances
        and line-of-credit or similar arrangements.
<PAGE>
Representation Letter
Page Two


    c.  Agreements to repurchase assets previously sold.

 6. There are no -
    a.  Violations or possible violations of laws or regulations whose  effects
        should be considered for disclosure in the financial  statements or as a
        basis for recording a loss contingency.
    b.  Other  material  liabilities  or  gain or  loss  contingencies that are
        required to be accrued or disclosed.

 7. We are not  aware  of any  pending  or  threatened  litigation,  claims  or
    assessments or unasserted  claims or assessments  that  are  required  to be
    disclosed  in the financial  statements  and we have not consulted  a lawyer
    concerning litigation, claims or assessments.

8.  There are no material  transactions that have not been properly recorded in
    the  accounting  records underlying the financial statements.

9. The Partnerships have satisfactory  title to all owned assets, and there are
   no liens or encumbrances on such  assets  nor has any asset been  pledged  as
   security for any liability (other  than the  mortgage  notes  payable and the
   assessment payable).

10. We have  complied  with all  aspects of laws,  regulations  and  contractual
    agreements that would have a material effect on the financial  statements in
    the event of noncompliance.

11. No events  have  occurred  subsequent to the balance sheet date that would
    require adjustment to, or disclosure in, the financial statements.

12. We have  identified all  accounting  estimates that could be material to the
    financial statements including the key  factors and significant  assumptions
    underlying  those estimates, and  we believe the estimates are reasonable in
    the circumstances.

13. We agree with all closing and adjusting  journal  entries made subsequent to
    the close of the books which are  included in the financial statements as of
    December 31, 1996.


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