<PAGE> 1
=================================================================
                          UNITED STATES

               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C. 20549
                     ----------------------
                            FORM 10-K
(Mark One)
/X/   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

           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 (NO FEE REQUIRED)

      For the transition period from _______ to ________
    
              --------------------------------
              Commission file number:  0-14533
              --------------------------------

      OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
-----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

          Maryland                                52-1322906
-----------------------------------------------------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

 7200 Wisconsin Avenue, 11th floor,  Bethesda, Maryland 20814
-----------------------------------------------------------------
    (Address of principal executive offices)     (Zip Code)
                                
                        (301) 654-3100
-----------------------------------------------------------------
      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:
  Assignee Units

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

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant to Item 405 of Regulation S-K (Section 229.405)  is  not
contained  herein,  and will not be contained,  to  the  best  of
registrant's  knowledge,  in  definitive  proxy  or   information
statements incorporated by reference in  Part III  of  this  Form
10-K or any amendment to this Form 10-K.   /X/
<PAGE> 2

The  Assignee  Units  of  limited  partnership  interest  of  the
Partnership are not currently being traded in any public  market.
Therefore, the Assignee Units had neither a market selling  price
nor an average bid or asked price within the 60 days prior to the
date of this filing.

             DOCUMENTS INCORPORATED BY REFERENCE

Portions   of  the following  documents  of  the  Registrant  are 
incorporated herein by reference as indicated:

Form 10-K Parts     Document
-----------------------------------------------------------------
Parts I, II, III    Portions  of  the  Annual  Report  1996   are
                    incorporated  by  reference into Parts  I, II 
                    and III.

Reference to Exhibits is on page 12.








































<PAGE> 3
      OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
                                
                          FORM 10-K

                            PART I

Item 1. Business.

  The  Registrant,  Oxford   Residential  Properties   I  Limited
Partnership   ("ORP"  or  the  "Partnership"),  was   formed   on
January  19,  1984,  under the Maryland Revised  Uniform  Limited
Partnership   Act   to  acquire,  own  and  operate   residential
properties.   The Partnership sold $25,714,000 of Assignee  Units
in a public offering that concluded on October 18, 1985.  The net
offering proceeds were used to acquire residential properties.

  The objectives of the Partnership's acquisitions of residential
  properties are to:

  (1) preserve and protect the Partnership's capital;

  (2) provide capital appreciation through increases in the value 
      of   the   residential    properties  and   eventual   cash
      distributions  to  Investors from  the  sale or refinancing
      of the  residential  properties.  The  Partnership  intends
      primarily  to   hold   the   residential   properties   for
      appreciation in value. Depending upon financial conditions,
      the Partnership  will sell the residential properties after
      a period of time;

  (3) provide  cash distributions  from rental  operations  on  a 
      current  basis.  Cash from Partnership operations  will  be
      distributed  to  Investors   in  semiannual  payments;  and

  (4) obtain income tax deductions to shelter all  or  a  portion
      of cash distributions to Investors  during  the early years
      after the  Partnership's funds  have  been  fully invested.
      To the extent that tax deductions in the early years exceed
      funds  available  for  distribution,  such  deductions  may
      shelter  taxable  income  from  other  sources,  subject to
      limitations imposed by the Tax Reform Act of 1986.

  The  Partnership's residential property investments are subject
to competition from similar types of properties in the vicinities
in which they are located.

Item 2. Properties.

  Information  concerning  the individual properties is discussed
in  the  1996  Annual  Report in the section entitled  "Community
Descriptions," which section is incorporated herein by  reference
(pages 16 through 17 hereof).

Item 3. Legal Proceedings.

  The  Registrant  is engaged  from  time to time  in  litigation
incident  to  its business; however, there are no  pending  legal
proceedings whose potential effects are considered to be material
by the Managing General Partner.
<PAGE> 4

      OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP   
                          
                          FORM 10-K

                      PART I (continued)

Item 4. Submission of Matters to a Vote of Security Holders.
        None.
 
                            PART II

Item 5. Market  for  the  Registrant's  Partnership Interests and 
        Related Partnership Matters.

(a)  Market Information.

     ORP is  classified as  a partnership and thus has no  common
     stock.  As  of December 31, 1996, the Partnership had issued
     25,714  Assignee   Units;   however,  since  July  1995,  it
     reacquired  a  total of  1,057 Assignee  Units at  $332  per
     Assignee  Unit and has  retired  these  Assignee Units as of
     December  31, 1996. There is currently no established public
     market  in  which  the  Assignee Units are traded, and it is
     not  anticipated that a public market will develop.

(b)  Number of Security Holders.

     As  of  December  31,  1996  there  were 1,712 Assignee Unit 
     Holders.

(c)  Dividend History and Restrictions.
   
     Information  regarding  the  frequency  and  amount  of cash
     distributions  is included in the section entitled "Selected
     Consolidated  Financial  Data"  of  the  1996 Annual Report, 
     which  section  is incorporated herein by reference (page 15
     hereof).   Information   regarding    management's    future
     expectations as to distributions  is  also  included  in the
     Annual Report  1996  in  the  section  entitled  "Report  of
     Management,"  which  section  is  incorporated   herein   by 
     reference (on pages 18 through 26 hereof).

Item 6. Selected Financial Data.

  Reference  is  made  to  the  section of the Annual Report 1996
entitled "Selected Consolidated Financial Data," which section is
incorporated herein by reference (page 15 hereof).

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







<PAGE> 5

       OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
                         
                           FORM 10-K
 
                      PART II (continued)

  For  a  detailed  discussion  of  the  Partnership's  financial
condition and results of operations for the years ended  December
31,  1996,  1995,  and 1994, see information  set  forth  in  the
section entitled "Report of Management" of the Partnership's 1996
Annual  Report, which section is incorporated herein by reference
(pages 18 through 26 hereof).

Item 8.  Financial Statements and Supplementary Data.

   Reference  is  made   to   the  Annual  Report  1996  for  the
consolidated  financial  statements  of  the  Partnership,  which
consolidated  financial  statements are  incorporated  herein  by
reference  (pages 28 through 31 hereof).  See  Item  14  of  this
report  for  information  concerning  financial  statements   and
schedules filed with this report.

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.

(a), (b), (c) and (e).

      The Partnership has no directors or officers.  The Managing
      General Partner of the Partnership, as  designated  in  the
      Partnership Agreement, is Oxford Residential  Properties  I
      Corporation.  The director and executive officers   of  the
      Managing General Partner are as follows:

-----------------------------------------------------------------
Name                Age  Position and Business Experience
-----------------------------------------------------------------

Leo E. Zickler       60  Chairman  of the Board of Directors  and
                         Chief Executive Officer since inception.
                         Since March 1982 he has been Chairman of
                         the   Board  of  Directors,  and   Chief
                         Executive  Officer of Oxford Development
                         Corporation ("Oxford"), an affiliate  of
                         the  Partnership  and  a  national  real
                         estate  firm  which  owns  and  operates
                         apartment and senior living communities.
                         Mr.  Zickler  served  as  President   of
                         Oxford  until  February 28,  1994.   Mr.
                         Zickler continues to serve as a director
                         and   officer  of  Oxford  and   certain
                         affiliated entities.



<PAGE> 6

      OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

                          FORM 10-K

                     PART III (continued)  

-----------------------------------------------------------------
Name                Age  Position and Business Experience
-----------------------------------------------------------------
Francis P. Lavin     45  President  since March  1,  1994.   From
                         October  1989 through January  1994,  he
                         was  a  Director  and  President  of  ML
                         Oxford Finance Corporation, an affiliate
                         of  Merrill Lynch & Company, Inc.   From
                         1979  to  October 1989, Mr.  Lavin  held
                         various  positions  at  subsidiaries  of
                         Merrill   Lynch   &  Company   including
                         Director   of   Merrill   Lynch  Capital 
                         Markets  and Vice  President of  Merrill
                         Lynch,  Hubbard  Inc.   Since  March  1,
                         1994,  Mr. Lavin has served as President
                         of  Oxford,  as well as a  director  and
                         officer of certain affiliated entities.

Richard R. Singleton 49  Senior  Vice  President since  inception
                         and  Chief Financial Officer since 1995.
                         Previously,  he  was Vice  President  of
                         Oxford Mortgage & Investment Corporation
                         since  1979 and was promoted  to  Senior
                         Vice President in 1983, and he was Chief
                         Operating  Officer  of  ORP's   Managing
                         General  Partner  since  1990  and   was
                         promoted  to Chief Financial Officer  in
                         1995.  Formerly, he held the position of
                         Tax  Manager  with  Arthur  Andersen   &
                         Company.   Mr. Singleton also serves  as
                         an  officer  of  Oxford  and  affiliated
                         entities.

  The  director  and  executive officers of the Managing  General
Partner will serve in their respective positions until successors
are chosen.

(d)  Family Relationships.  None.

(f)  Involvement in Certain Legal Proceedings.  None.

(g)  Promoter and Controlling Persons.  Not applicable.

Item 11. Executive Compensation.

(a), (b), (c) and (d)

     Neither  the director nor  the  executive  officers  of  the
     Managing General Partner  receives  direct compensation  for
     services rendered to the Partnership.


<PAGE> 7

      OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP      

                          FORM 10-K

                     PART III (continued)

(e)  Termination   of   Employment    and   Change   of   Control
     Arrangements.  None.

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

(a)  Security Ownership of Certain Beneficial Owners.

     ORP Acquisition Partners  Limited  Partnership,  located  at
     7200 Wisconsin Avenue, Suite 1100, Bethesda,  MD 20814, owns
     4,997 Assignee Units, representing  approximately  19.4%  of
     the Assignee Units outstanding as of December 31, 1996.

     No other person or group is known by the Partnership to  own
     beneficially  more than   5%  of  the  outstanding   limited
     partnership interests and Assignee Units.

(b)  Security Ownership of Management.

     The officers  and director of the General  Partners  of  the
     Partnership  do  not  directly own  any Assignee  Units.  An
     affiliate  of  the  General Partner is the Assignor  Limited
     Partner of the Partnership. The Assignor Limited Partner has
     assigned  the  ownership  of its  limited  partnership units
     (including rights to  a  percentage  of  the  income,  gain,
     losses, deductions, and distributions of the Partnership) to
     the Assignee Unit Holders.

(c)  Changes in Control.

     The Partnership is not aware of any arrangement which may at
     a subsequent date result in  a  change  in  control  of  the
     Partnership.  There  is  a  provision  in  the   Partnership
     Agreement for  removal  of  any General Partner which allows
     for, under  certain  circumstances,  the  ability  to change
     control.

Item 13.  Certain Relationships and Related Transactions.

(a)  Transactions with Management and Others.

     The Partnership has no directors or officers.  The  Managing
     General Partner and its affiliates do not receive any direct
     compensation, but receive fees and are reimbursed by ORP for
     any  actual direct costs and expenses incurred in connection
     with the operation of the Partnership.






<PAGE> 8

       OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

                           FORM 10-K

                     PART III (continued)
<TABLE>
<CAPTION>
     ------------------------------------------------------------
                                               (in thousands)
     December 31,                          1996      1995    1994
     ------------------------------------------------------------
     <S>                                   <C>       <C>     <C>
     Expense reimbursement                 $ 56      $ 65    $ 58
     Property management fees               356       342     329
     ------------------------------------------------------------    
                                           $412      $407    $387
     ============================================================
</TABLE>

     Expense reimbursements are for affiliates' personnel  costs,
     travel   expenses  and  interest on interim  working capital
     advances for activities directly related to the  Partnership
     which   were   not   covered  separately   by  fees.   Total
     reimbursements  to  the  Managing  General  Partner and  its
     affiliates  for  the years ended December 31, 1996, 1995 and
     1994 were $56,000, $65,000  and $58,000,  respectively,  for
     administrative and accounting related costs.
  
     Under the Property Management Agreements with NHP,  Inc. and
     certain of its affiliates ("NHP"),  the  management  fee  is
     equal  to  5%   of  gross  collections  for  all properties; 
     however, 40% of  this  fee  is  subordinated  until  certain
     distribution preference  levels  to  the Limited Partners or
     Assignee Unit Holders are achieved. Property management fees 
     of $143,000,  $137,000  and  $131,000  for  the  years ended
     December 31, 1996, 1995  and  1994, respectively,  have been
     deferred and are  included  in  due  to  affiliates  in  the
     accompanying consolidated  balance  sheets.  NHP  also has a
     separate services agreement  with  Oxford  Realty  Financial
     Group,  Inc.  ("ORFG"),  pursuant  to  which  ORFG  provides
     certain  services  to  NHP  in  exchange  for  service  fees
     in  an amount  equal to  25.41% of all fees collected by NHP
     from  certain  properties,  including  those  owned  by  the
     Partnership.
  
(b)  Certain Business Relationships.

     The  Partnership  response  to  Item  13(a) is  incorporated
     herein  by  reference.  In addition, the Partnership has  no
     business relationship with entities of which the officers or
     director of the Managing General Partner of the  Partnership
     are  officers,  directors or equity owners other than as set
     forth in the Partnership's response to Item 13(a).

(c)  Indebtedness of Management.  None

(d)  Transactions with Promoters.  None

<PAGE> 9

       OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

                           FORM 10-K

                            PART IV

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

(a)  List of documents filed as part of this Report:

   1.  Financial Statements.

       The  following  financial statements are contained in  the
       Partnership's  Annual  Report  1996  and  are incorporated
       herein by reference into Part II, Item 8:
 
                                                     Page Numbers
       Description                                      Herein
       -----------                                   ------------ 

       Report of Independent Accountants.                  27
       Consolidated Balance Sheets as of December 31, 
          1996 and 1995.                                   28
       Consolidated Statements of Operations for the
          years ended December 31, 1996, 1995 and 1994.    29
       Consolidated Statement of Partners' Capital
          for the years ended December 31, 1996, 1995
          and 1994.                                        30
       Consolidated Statements of Cash Flows for the
          years ended December 31, 1996, 1995 and 1994.    31
       Notes to Consolidated Financial Statements.       31-42

   2.  Financial Statement Schedules.

       All  financial  statement  schedules  have   been  omitted
       since  they  are not applicable, not required, or  because
       the  required  information is included  elsewhere  in  the
       financial statements or notes thereto.

   3.  Exhibits (listed  according  to the number assigned in the
       table in Item 601 of Regulations S-K).

       Exhibit No. 4 - Items  defining  the  rights  of  security
       holders including indentures.

       a.  Amended and  Restated  Agreement  and  Certificate  of
           Limited Partnership (Incorporated  by  reference  from
           Exhibit A of the Prospectus of the Partnership,  dated
           May 24, 1985).

       Exhibit No. 10 - Material contracts.

       a.  Permanent  Mortgage  Loan   Documents   in  favor   of
           Lexington Mortgage Company, encumbering Fairlane East.

       b.  Permanent  Mortgage  Loan   Documents  in   favor   of
           Lexington Mortgage Company,  encumbering The Landings.
<PAGE> 10

      OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

                          FORM 10-K

                    PART IV (continued)

       c.  Permanent  Mortgage  Loan   Documents  in   favor   of
           Lexington  Mortgage  Company,  encumbering Raven Hill.

       d.  Permanent  Mortgage  Loan   Documents  in   favor   of
           Lexington  Mortgage  Company, encumbering Shadow Oaks.

       Exhibit No. 13 - Annual  report  to security holders, etc.

       a.  Annual Report for  the year ended  December  31,  1996
           ("filed" only  to  the  extent material  therefrom  is
           specifically incorporated by reference).

       Exhibit No.  25 - Power of Attorney.
              
       a.  Leo  E.  Zickler  Power  of  Attorney (Incorporated by
           reference from Exhibits  to  Post-effective  Amendment
           No. 1 to Form S-11 Registration Statement, dated March
           28, 1985).

       Exhibit No.  28 - Additional Exhibits.  None.

(b)  Reports on Form 8-K.

     No  reports  on Form 8-K were filed by the registrant during
     the year ended December 31, 1996.

(c)  The  list of Exhibits required by Item 601 of Regulation S-K
     is included in Item 14(a)(3) above.

(d)  Financial Statement Schedules.

     See Item 14(a)(2) above.




















<PAGE> 11

         OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
                                
                             FORM 10-K

                       CROSS REFERENCE SHEET

    The  item  numbers and captions in Parts I, II, III,  and  IV
hereof  and  the  page  and/or pages in the referenced  materials
where the corresponding information appears are as follows:

                                                     Sequentially
                                                       Numbered
Item                         Reference Materials        Page(s)
-----------------------------------------------------------------

1.  Business                  Annual Report 1996      pps 16-26

2.  Properties                Annual Report 1996      pps 16-17

5.  Market for Registrant's   Annual Report 1996   pps 15,19-26,
    Partnership Interest and                       37-39 and 41
    Related Partnership
    Matters

6.  Selected Financial Data   Annual Report 1996      pp 15

7.  Management's Discussion   Annual Report 1996      pps 19-26
    and Analysis of Financial
    Condition and Results of
    Operations

8.  Financial Statements and  Annual Report 1996      pps 27-42
    Supplementary Data

11. Executive Compensation    Annual Report 1996      pp 41

13. Certain Relationships     Annual Report 1996      pp 41
    and Related Transactions

14. Exhibits, Financial       Annual Report 1996      pps 15-47
    Statement Schedules, and
    Reports on Form 8-K
















<PAGE> 12
                                
        OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
                                
                             FORM 10-K
                                
                           EXHIBIT INDEX
 
(Listed according to the number assigned in the Exhibit Table in
Item 601 of Regulation S-K.)

(13)  Annual Report 1996 to Security Holders.

      Oxford  Residential  Properties  I  Limited  Partnership's  
Report dated December 31, 1996, follows on sequentially numbered
pages 13 through 47 of this report.

(27)  Financial Data Schedule.










































<PAGE> 13

        OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
                                
                             FORM 10-K
                                
                             SIGNATURES
 
    Pursuant  to the requirements of Section 13 or 15(d)  of the
Securities  Exchange Act of 1934, the registrant has duly caused
this  report  to  be  signed on its behalf  by  the undersigned,
thereunto duly authorized.

             Oxford Residential Properties I Limited Partnership

               By: Oxford  Residential  Properties I Corporation
                   Managing  General  Partner of  the Registrant


Date: 3/20/97  By: /s/ Richard R. Singleton
      -------      ---------------------------------------------
                   Richard R. Singleton
                   Senior Vice President and 
                      Chief Financial Officer


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



Date: 3/20/97  By: /s/ Leo E. Zickler
      -------      ---------------------------------------------
                   Leo E. Zickler
                   Chairman of the Board of Directors and
                      Chief Executive Officer

Date: 3/20/97  By: /s/ Francis P. Lavin
      -------      ---------------------------------------------  
                   Francis P. Lavin
                   President



   No proxy material has been sent to the Registrant's  security
holders. The Partnership's Annual Report 1996 is expected  to be
mailed to Assignee Unit Holders before April 30, 1997.











<PAGE> 14








 
        OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

                        Annual Report 1996

                                
                               


















       CONTENTS

       Selected Consolidated Financial Data
       Community Descriptions
       Average Occupancy
       Summary of Project Data
       Report of Management
       Report of Independent Accountants
       Consolidated Balance Sheets
       Consolidated Statements of Operations
       Consolidated Statement of Partners' Capital
       Consolidated Statements of Cash Flows
       Notes to Consolidated Financial Statements
       Distribution Information
       General Partnership Information
       Instructions for Investors who wish to reregister or
         transfer ORP Assignee Units









<PAGE> 15

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Selected Consolidated Financial Data (in thousands, except Net Income (Loss) per Assignee Unit and Weighted   
                                     average number of Assignee Units Outstanding)                            
--------------------------------------------------------------------------------------------------------------
                                                             For the Years Ended December 31,                 
--------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                        1996         1995         1994         1993         1992        
--------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>          <C>          <C>          <C>          
Total Assets                              $27,860      $28,484      $29,215      $27,872      $27,929        
Investment Properties                     $24,670      $25,063      $25,559      $25,837      $26,042        
Mortgage Notes Payable                    $21,501      $21,828      $22,129      $19,049      $19,127        
Total Revenues from Apartment Operations  $ 7,187      $ 6,895      $ 6,619      $ 6,426      $ 6,061        
Net Operating Income                      $ 3,623      $ 3,463      $ 3,249      $ 3,244      $ 2,790        
Net Income (Loss)                         $   194      $  (184)     $   (62)     $  (286)     $  (564)        
Net Income (Loss) Allocated to Assignee                                                                        
  Unit Holders                            $   190      $  (180)     $   (61)     $  (280)     $  (552)       
Net Income (Loss) per Assignee Unit       $  7.63      $ (7.07)     $ (2.37)     $(10.90)     $(21.48)        
Net Income (Loss) (tax basis ) per                                                                             
  Assignee Unit                           $(12.29)<F1> $(26.65)<F3> $(25.50)<F5> $(38.29)<F7> $(51.74)<F9>     
Cash Distributions per Assignee Unit      $ 15.00<F2>    12.50<F4>    10.00<F6>    10.00<F8>     0.00<F10>     
                                                                                                               
Assignee Units Outstanding                 24,657       25,186       25,714       25,714       25,714         
Weighted Average of Assignee Units                                                                             
  Outstanding                              24,940       25,515       25,714       25,714       25,714         
Number of Assignee Unit Holders             1,712<F11>   1,642<F11>   2,163        2,172        2,191        
Number of Investment Properties Owned           4            4            4            4            4          
_________________________________________________________________________                                         
                                                                                                               
<FN>
<F1>  Net  income (loss) (tax basis) per Assignee Unit includes $17.05 per Assignee Unit, and $4.76 in         
      portfolio income.                                                                                        
<F2>  Includes  semiannual distributions of $7.50 per Assignee Unit paid in  August 1996 and $7.50 per Assignee
      Unit paid in February 1997.                                                                               
<F3>  Net loss (tax basis) per Assignee Unit includes $31.58 per Assignee Unit, and $4.93 in portfolio income. 
<F4>  Includes semiannual distributions of $5.00 per Assignee Unit paid in August 1995 and $7.50 per Assignee  
      Unit paid in February 1996.                                                                              
<F5>  Net loss (tax basis) per Assignee Unit includes $36.10 per Assignee Unit pre-act passive loss, $6.39 in  
      cancellation of indebtedness income, and $4.21 in portfolio income.                                      
<F6>  Includes semiannual distributions of $5.00 per Assignee Unit paid in August 1994 and February 1995.       
<F7>  Net loss (tax basis) per Assignee Unit includes $39.21 per Assignee Unit pre-act passive loss and $.92   
      in portfolio income.                                                                                     
<F8>  Includes distribution of $10 per Assignee Unit paid in March 1994.                                       
<F9>  Net loss (tax basis) per Assignee Unit includes $53.70 per Assignee Unit pre-act passive loss and $1.96  
      in portfolio income.                                                                                     
<F10> The Managing General Partner declared no distributions payable in either August 1992 or February 1993.    
<F11> ORP Acquisition Partners Limited Partnership, located at 7200 Wisconsin Avenue,  Suite  1100,  Bethesda, 
      MD 20814, acquired 4,997 Assignee Units, representing approximately 19.4% of the Assignee Units          
      outstanding at December 31, 1996.  Also, since July 1995, ORP has purchased, in the aggregate, 1,057     
      Assignee Units at a price of $332 per Assignee Unit.                                                    
</FN>
</TABLE>















<PAGE> 16

----------------------------------------------------------------
Community Descriptions
----------------------------------------------------------------

  The  following  paragraphs contain descriptions of each of the
four properties  comprising the  Partnership's portfolio. Unless
otherwise  indicated, information  provided  herein  is  as   of
December 31, 1996.

Fairlane East, Dearborn, Michigan

  Fairlane East is a 244-unit conventional property,  located in
Dearborn, Michigan. Fairlane East was built in 1973 and consists
of 26 buildings. The buildings are wood framed constructed  with
brick and wood trim.  The property is located on  Rotunda  Road.  
To the  north  is  single-family  residential, to  the  east  is
industrial,   to  the   south   is   the  Ford Land  Development
Maintenance  Center, and to the west is a retirement center  and
the Ford World  Headquarters.   Fairlane East  is convenient  to 
shopping,  restaurants,   churches,  and public  transportation.
Amenities  include  a washer and dryer in each unit, a  swimming 
pool  and a clubhouse. Average occupancy was 98% in 1996 and 99%
in 1995.

  Property improvements completed for the  year  ended  December 
31, 1996 primarily include fence and deck replacements,  carpet,
vinyl  floor  and  appliance  replacements,  HVAC  repairs   and
replacements,  structural  repairs,  roof  replacements, asphalt
repairs, sidewalks and curb replacements, interior and  exterior
painting, cabinet  and  counter  replacements,  and  landscaping
improvements.

The Landings, Indianapolis, Indiana

  The Landings is a 150-unit property  located  in  northeastern
Indianapolis, Indiana.  The property is approximately 15 minutes
from the downtown business district.  The Landings is located at
78th Street and Keystone Avenue  between  the  popular  areas of
Keystone at the Crossing and Broad Ripple, and is  convenient to
shopping, entertainment, parks, major  thoroughfares, and public
transportation.  The property was built in 1974 and  consists of
nine wood frame constructed buildings  with  brick  and aluminum 
siding and wood trim.  The property is located  on   27.3  acres
along the White River and surrounds a lake that  opens   to  the
White  River.  Amenities  include  a  clubhouse with  party  and
billiard room, boat launch ramp to the  river,  boat  storage, a
sand volleyball court, two lighted tennis courts,  a  basketball
court area, and a swimming pool.  Average occupancy was  94%  in
1996 and 1995.

  Project improvements completed for the year ended December 31,
1996  primarily  include  carpet,  vinyl  floor   and  appliance
replacements,   balcony   replacements,   landscaping,   asphalt 
repairs, HVAC repairs and  replacements, structural repairs, and
exterior and interior painting.



<PAGE> 17

----------------------------------------------------------------
Community Descriptions
----------------------------------------------------------------

Raven Hill, Burnsville, Minnesota

  Raven Hill is  a  304-unit  apartment  community   located  in
Burnsville, Minnesota, a suburb south  of  Minneapolis.  It   is
convenient to the Minneapolis central business district, as well
as the suburban employment centers  of  the   Twin   Cities   of
Minneapolis and St. Paul. The property was built in 1971  and is
one of the older communities in its submarket. Amenities include
two guest suites, indoor and outdoor  swimming   pools,   a spa,
tennis   courts,  an   indoor   racquetball   court,   and   two
entertainment centers. Average occupancy was 93% in 1996 and 95%
in 1995.

  Property improvements completed for the  year  ended  December
31, 1996 primarily include roof replacements, window and  siding
replacement, refurbishment of indoor  pool/spa  areas,  exercise
equipment,  resurfacing   of  racquetball  courts,  parking  lot
repairs, carpet and vinyl replacements, appliance  painting  and
replacements,  interior   painting,  door  replacements,  boiler
repairs,   structural   repairs,  plumbing  repairs, landscaping
improvements, air conditioner replacements, ventilator fans, and
elevator improvements.

Shadow Oaks, Tampa, Florida

  Shadow  Oaks  is  a 200-unit apartment community built in 1984
and is located  in  a  neighborhood  consisting  of  middle- and
upper-middle-class  single-family   homes   close   to   various
commercial centers.  Shadow  Oaks is located in northeast Tampa,
between the University of South Florida and  Carrollwood  areas.
Amenities include  playground,  pool,  whirlpool,  tennis court,
picnic area, volleyball court, and laundry facilities. There has
been  significant  building  of  apartments  in  Tampa  and  the
surrounding area  and,  as  a result,  Shadow Oaks  competes for
residents  with   a  considerable  number  of  newer   apartment
developments located in nearby neighborhoods.  Average occupancy
was 92% in 1996 and 1995.

 Property improvements completed for the year ended December 31,
1996 primarily  include  carpet,  vinyl   floor  and   appliance
replacements,  roof   repairs,  exterior   structural   repairs,
interior painting, furniture,  construction  of  retention bank,
HVAC   repairs   and  replacement,   lighting   supplies,   pool
improvements, and landscaping improvements.










<PAGE> 18 
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Average Occupancy                                                                                                       
------------------------------------------------------------------------------------------------------------------------
The average occupancy for each of the four investment properties is shown in the following chart:                       
                                                                                                                         
                                             Average                    For the Quarter Ended                Average     
Property/                     Acquisition   Occupancy      _______________________________________________  Occupancy   
Location                         Date         1995           3/31/96     6/30/96     9/30/96     12/31/96      1996     
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>             <C>         <C>         <C>          <C>         <C>
Fairlane East                  12/23/85        99%             97%         98%         97%          98%         98%     
Dearborn, Michigan                                                                                                      
                                                                                                                        
The Landings                   10/31/84        94%             91%         96%         96%          92%         94%     
Indianapolis, Indiana                                                                                                   
                                                                                                                        
Raven Hill                     12/24/86        95%             92%         95%         92%          92%         93%     
Burnsville, Minnesota                                                                                                   
                                                                                                                        
Shadow Oaks                     2/07/85        92%             93%         92%         93%          90%         92%     
Tampa, Florida                                                                                                          
------------------------------------------------------------------------------------------------------------------------
Summary of Project Data (in thousands)                                                                                   
------------------------------------------------------------------------------------------------------------------------
<CAPTION>                                                                                                               
                                                                    1996 Operating Results  (in thousands)              
                                                     ___________________________________________________________________
                                                                                                                        
                            Average Rent Collected<F1>                           NOI                                    
                             -----------------------                       Before Property                       NOI     
Property/             No. of   December  December    Apartment  Apartment   Improvements     Property          Before    
Location              Units      1996      1995      Revenues   Expenses   & Debt Service  Improvements<F2> Debt Service 
------------------------------------------------------------------------------------------------------------------------
<S>                     <C>      <C>       <C>        <C>        <C>           <C>            <C>             <C>       
Fairlane East           244      $933      $889       $2,651     $1,061        $1,590         $  343          $1,247    
Dearborn, Michigan                                                                                                      
                                                                                                                        
The Landings            150      $589      $560        1,035        534           501            133             368    
Indianapolis, Indiana                                                                                                   
                                                                                                                        
Raven Hill              304      $688      $664        2,432      1,387         1,045            482             563    
Burnsville, Minnesota                                                                                                   
                                                                                                                        
Shadow Oaks             200      $449      $415        1,069        582           487             88             399    
Tampa, Florida                                                                                                          
------------------------------------------------------------------------------------------------------------------------
       Total            898                           $7,187     $3,564        $3,623         $1,046          $2,577    
========================================================================================================================
<FN>
<F1>  Represents net rental revenue collected for the month divided by the average number of units occupied during the
      month.
<F2>  Represents total property improvement costs, including capitalized costs, incurred totaling $740,000 during 1996.      
</FN>
</TABLE>





































<PAGE> 19

-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

  The following report provides additional information about  the
consolidated financial condition of Oxford Residential Properties
I Limited Partnership ("ORP" or the "Partnership") as of December
31, 1996, and its consolidated results  of  operations  and  cash
flows for the three years ended December 31, 1996, 1995 and 1994.
This report and analysis  should   be  read   together   with the
consolidated financial statements and related  notes  thereto and
the selected consolidated financial data appearing  elsewhere  in
this Annual Report.

Recent Developments

  On  May 25, 1995, an affiliate of ORP and its  managing general
partner, Oxford Residential Properties I  Corporation  ("Managing
General Partner"), completed a tender offer ("Affiliate  Tender")
in which the affiliate acquired 4,997 assignee units  of  limited
partnership of ORP ("Assignee Units") at  a  price  of  $332  per
Assignee Unit.  Subsequent to  the  termination of the  Affiliate
Tender, ORP determined that additional Assignee Unit Holders were
interested in selling their Assignee  Units  for  the  same price
offered in the Affiliate Tender.  On June 20, 1995,  ORP  advised
its  Assignee Unit  Holders  that  it  would purchase on a "first
come, first served" basis at any time on or before September  11,
1995, unless sooner terminated,  all  Assignee  Units  up  to  an
aggregate of 600 Assignee Units at a price of  $332 per  Assignee
Unit,  net  to  the  seller  in  cash  without  interest ("Issuer
Tender").  The Issuer Tender has been  extended  to  December 31,
1997  with  respect  to  the  purchase  of  up  to 600 additional
Assignee Units.  Since July  1995,  ORP  has  purchased,  in  the
aggregate, 1,057 Assignee Units.

Liquidity and Capital Resources

  Current Position.  At December 31, 1996, ORP held $1,560,000 in
cash and  cash  equivalents  and  the  working  capital  reserve,
compared to $1,765,000  at  December  31,  1995.  The decrease of
$205,000 is primarily attributable to  increases in  property net
operating  incomes  offset  by:  (i)  the distributions  made  on
February 29, 1996 and August 29, 1996 to Partners of record as of
December 31,  1995  and  June  30,  1996  totaling  $189,000  and
$187,000, respectively, (ii) the  purchase   of   Assignee  Units
during the year ended December 31, 1996  totaling  $156,000,  and
(iii) the payment of administrative  costs  for  the  year  ended
December 31, 1996 totaling $142,000.

  Other  Assets  shown on the accompanying  consolidated  Balance
Sheet increased by $58,000 to  $973,000 at December 31, 1996 from
$915,000 at December 31, 1995.  The increase in  Other  Assets is
primarily a result of  an   increase  in  other  receivables  and
escrows.  Other  Assets include  primarily  a  Liquidity  Reserve
Subaccount (for debt service), a Recurring  Replacement   Reserve
Subaccount   (for  property  improvements), a  Property Insurance 
Escrow, and a Property Tax Escrow  for each  of   the   Operating

<PAGE> 20

-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

Partnerships totaling $810,000. These Subaccounts are  funded and
maintained  monthly,   as  needed, from  property  income (except
security deposits), in accordance with the requirements  pursuant
to each  property's  loan  agreement  and  based on  expenditures
anticipated in  the  following  months.  Accounts Receivable  and
Prepaid Expenses totaling $89,000 and $74,000, respectively,  are
also included in Other Assets.

  Unamortized  deferred  costs  related   to   organization   and
refinancing costs (discussed in prior reports) at  December   31,
1996 were $522,000, compared to $620,000   at December 31,  1995.
These costs are being amortized over the term of the mortgages.

  Property Operations.  ORP's future liquidity and level  of cash
distributions are dependent upon the net operating  income  after
debt   service,   refurbishment    expenses,   and    capitalized 
improvements generated by ORP's four  investment  properties  and
proceeds from any sale or refinancing  of  those  properties.  To
the extent any individual property does not  generate  sufficient
cash to  cover  its  operating needs, including  debt    service,
deficits would  be  funded  by  cash  generated  from  the  other
investment properties, if any, working capital reserves, if  any,
or borrowings by  ORP.  Property  improvements in  the  aggregate
amount of $1,046,000  were made for the year  ended December  31,
1996,  compared to $857,000 for the same period in 1995.  Of  the
$1,046,000 of property improvements, $740,000 was capitalized for
financial  statement  purposes  for  the  year ended December 31,
1996,  compared   to   $602,000  of  the   $857,000  of  property
improvements for the same period in 1995.
   
  Other Sources.  Since 1994, 40% of the property management fees
owed to NHP Management Company ("NHP") have been subordinated  to
the receipt by the Assignee Unit Holders of certain  returns.  As
of December 31, 1996 and December  31,  1995,  deferred  property
management fees  to   NHP  amounted  to  $411,000  and  $268,000,
respectively, and are reflected  as  Due  to  Affiliates  in  the
financial statements.

















<PAGE> 21
-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------
Results of Operations

  The net operating income,  before  debt  service, refurbishment
expenses, and capitalized property improvements, reported by each
of the four investment properties for the year ended December 31,
1996, as compared to the years ended December 31, 1995 and  1994,
is as follows:
<TABLE>
-----------------------------------------------------------------
<CAPTION>
                                             (in thousands)
Property                                1996      1995      1994
-----------------------------------------------------------------
<S>                                   <C>       <C>       <C>
Fairlane East, Dearborn, Michigan     $1,590    $1,560    $1,414
The Landings, Indianapolis, Indiana      501       462       520
Raven Hill, Burnsville, Minnesota      1,045       990       816
Shadow Oaks, Tampa, Florida              487       451       499
-----------------------------------------------------------------
   Total Net Operating Income         $3,623    $3,463    $3,249
=================================================================
</TABLE>
  In the  aggregate,  the   net  operating  income,  before  debt
service,   refurbishment  expenses,   and  capitalized   property
improvements, reported by the Partnership in  1996  increased  by
4.6% compared to 1995.  Set forth below is a discussion  of   the
properties which compares their  respective  operations  for  the
years ended December 31, 1996, 1995 and 1994.

1996 vs. 1995

Fairlane East

  Fairlane East's  net  operating  income   for  the  year  ended
December 31, 1996 increased by 1.9% from the same period  in 1995
due to a 3.1% increase in  revenues  and  a  4.8%   increase   in
apartment  expenses.  The  increase in  apartment   expenses   is
primarily attributable to an increase in maintenance,  operating,
administrative, and marketing  expenses.  Average  occupancy  for
the year ended December 31, 1996 decreased to 98%  from  99%   in
1995.  During 1996, the Partnership expended $343,000 on property
improvements, including   $270,000   capitalized  for  accounting
purposes.

The Landings

  The Landings' net operating income for the year ended  December
31, 1996 increased by 8.4% from the same period in 1995 due to  a
4.1% increase in revenues and less than 1% increase in  apartment
expenses.  The Indianapolis rental housing market remained strong
for most of 1996.  The outlook of the local economy  continues to
be generally favorable, although the rental market  has began  to
show some softness.  Average occupancy in 1996 and 1995  was 94%.
During 1996,  the  Partnership   expended  $133,000  on  property
improvements, including  $87,000  capitalized   for    accounting
purposes.
<PAGE> 22

-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

Raven Hill

  Raven Hill's net operating income for the year  ended  December
31, 1996 increased by 5.6% from the same period in 1995 due to  a
5% increase in revenues and  a  4.6%  increase    in    apartment
expenses.  The increase  in  apartment  expenses   is   primarily
attributable to an increase in maintenance and operating expenses
and property  taxes,  offset  by  a  decrease  in  administrative
expenses.  Average occupancy for the year ended December 31, 1996
decreased to 93% from  95%  in  1995.  The  Partnership  expended
$482,000   for   property  improvements  during  1996,  including
$338,000 capitalized for accounting purposes.

Shadow Oaks

  Shadow Oaks' net operating income for the year  ended  December
31, 1996 increased by 8%  from the same period in 1995 due  to  a
5.5%  increase  in  revenues  and  a 3.6% increase  in  apartment
expenses.  The   increase  in  apartment  expenses  is  primarily
attributable to  an   increase  in  maintenance   and   operating
expenses, offset  by  a  decrease in administrative expenses  and
property   taxes.  The   oversupply  of  housing  in  the  area's
submarket continues to impact the Shadow Oaks community.  Average
occupancy in 1996 and 1995 was 92%.  During 1996, the Partnership
expended $88,000  on  property  improvements,  including  $45,000
capitalized for accounting purposes.

1995 vs. 1994

Fairlane East

  Fairlane East's  net operating  income  for  the   year   ended
December 31, 1995 increased by 10.3% from the same period in 1994
due   to   a  3.6% increase in revenues  and  a  5.2% decrease in
apartment expenses.  The increase in revenues was attributed to a
stronger economy in the Dearborn, Michigan area due to commercial
development.  The decrease in apartment  expenses  was  primarily
attributable to  a  decrease in maintenance,  administrative  and
marketing expenses and property taxes.  Average occupancy for the
year ended December 31, 1995 increased to 99% from 96%  in  1994.
The  competitive services and rental rates, along with impressive
curb appeal, were contributing  factors  to  the  improvement  in
occupancy.  During 1995, the Partnership  expended  $422,000   on
property   improvements,  including  $348,000   capitalized   for
accounting purposes.

The Landings

  The Landings' net operating income for the year ended  December
31, 1995 decreased by 11% from the same period in 1994 due  to  a
1.2%  increase in revenues  and  a 14.9% increase  in   apartment



<PAGE> 23

-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

expenses.  The  increase  in apartment  expenses  was   primarily
attributable to an increase in property taxes and maintenance and
operating expenses.  The property taxes in 1994 included a refund
for approximately $13,000 due to a successful appeal of the prior
year's taxes.  Average occupancy for the year ended December  31,
1995 decreased  to  94%  from  96%  in  1994.  During  1995,  the
Partnership expended $111,000 on property improvements, including
$73,000 capitalized for accounting purposes.

Raven Hill

  Raven Hill's net operating income for the year  ended  December
31, 1995 increased by 21.3% from the same period in 1994  due  to
an 8.8%  increase in  revenues  and  a  1%  increase in apartment
expenses.  The   slight  increase  in    apartment  expenses  was
primarily  attributable to an increase in maintenance   expenses.
Average  occupancy  in 1995 and 1994  was  95%.  The  Partnership
expended   $238,000  for  property   improvements   during  1995,
including $126,000 capitalized for accounting purposes.

Shadow Oaks

  Shadow Oaks' net operating income for the year  ended  December
31, 1995 decreased by 9.6% from the same period in 1994 due to  a
1.3% decrease  in  revenues  and  a  6.5%  increase in  apartment
expenses.  The increase in apartment expenses was attributable to
an   increase  in   maintenance,  operating  and   administrative
expenses.  The oversupply of  housing  in  the  area's  submarket
continued to  impact  the  Shadow  Oaks  community.  The  average
occupancy in 1995  decreased by one  percentage  point  to   92%,
compared to 93% in 1994.  Management believed  the  decrease   in
occupancy  rates during  1995 was  the  result  of increased home
buying in the Tampa area.  During 1995, the Partnership  expended
$86,000  on  property improvements, including $55,000 capitalized
for accounting purposes.

1994 vs. 1993

Fairlane East

  Fairlane East's  net  operating  income  for  the   year  ended
December 31, 1994 decreased by 2.8% from the same period in  1993
due to a 3%  increase  in  revenues  and  an  11.8%  increase  in
apartment expenses.  The increase in revenues was attributed to a
stronger economy in the Dearborn,  Michigan  area  due   to   new
commercial development.  In  the  Detroit   metropolitan    area,
population  growth and unemployment  rates improved during  1994.
The increase   in  apartment  expenses  was  attributable  to  an
increase in  property  taxes   and   maintenance   expenses.  The
competitive services and rental rates, along with impressive curb
appeal,   were  contributing  factors  to   the  improvement   in
occupancy.  Average occupancy in 1994 increased  to 96% from  95%
in 1993.  During  1994, the  Partnership  expended  $343,000   on
property improvements,   including   $283,000   capitalized   for
<PAGE> 24

-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

accounting  purposes.  Of  the  $343,000   in   improvements, the
temporary  Engineering/Capital  Replacement  Reserve   Subaccount
established at the closing  of the refinancing totaling  $168,000
was used in full to pay  for required property  improvements made
in 1994.  The remaining cost of property  improvements   totaling
$175,000 was paid from the operations of the property in 1994.

The Landings

  The Landings' net operating income for the year ended  December
31, 1994 increased by 17.4% from the same period in 1993 due to a
3.2% increase in revenues  and  a  9.1%   decrease  in  apartment
expenses.  The  decrease  in  apartment  expenses  was  primarily
attributable to a  decrease in property taxes and maintenance and
operating expenses.  Average occupancy in 1994 and 1993 was  96%.
The Indianapolis rental housing market remained  strong in  1994,
as compared to the previous three years. Indianapolis experienced 
solid population and employment growth during 1994.  During 1994,
the  Partnership  expended  $154,000  on  property  improvements, 
including $105,000 capitalized for accounting  purposes.  Of  the 
$154,000  in  improvements,  the  temporary   Engineering/Capital  
Replacement Reserve subaccount established at the closing of  the
refinancing  totaling  $48,000,  was  used  in  full  to  pay for 
required property improvements made in 1994.  The remaining  cost
of property improvements totaling  $107,000, was  paid  from  the
operations of the property in 1994.

Raven Hill

  Raven Hill's net operating income for the year  ended  December
31, 1994 decreased by 7.7% from the same period in 1993 due to  a
2.3% increase  in  revenues  and  a  9.7% increase  in  apartment
expenses.  The increase  in  apartment  expenses   was  primarily
attributable to an increase in property taxes and maintenance and
administrative expenses.  Occupancy in 1994 increased to 95% from
92% in 1993.  The  Partnership  expended  $539,000  for  property
improvements during 1994, including $350,000 that was capitalized
for accounting purposes.  Of the  $539,000  in  improvements, the
temporary  Engineering/Capital  Replacement   Reserve  Subaccount
established at the closing of the refinancing  totaling  $198,000
was used in full  to pay  for required property improvements made
in 1994.  The remaining cost of property  improvements   totaling
$340,000, was paid from the operations of the property in 1994.

Shadow Oaks

  Shadow Oaks' net operating income for  the year ended  December
31, 1994 increased by 7.8% from the same period in 1993 due to  a
4.3%  increase in revenues and  an  1.1%  increase  in  apartment
expenses.  The  oversupply  of  housing  in  the area's submarket
continued to impact the  Shadow   Oaks   community.  The  average
occupancy in 1994  decreased  by  2  percentage  points  to  93%,
compared to  95% in 1993.  Occupancy rates decreased from 96% for

<PAGE> 25

-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

the  quarter  ended March  31, 1994 to  87% for the quarter ended
December 31, 1994.  Management  believed  that  the  decrease  in
occupancy rates during  1994  was  the  result  of increased home
buying in the Tampa area.  The Shadow Oaks property continued its
resident retention program  in  1994   in  an  effort  to  remain
competitive in the market.  During 1994, the Partnership expended
$70,000  on  property  improvements, including $37,000  that  was
capitalized  for  accounting  purposes.  A temporary Engineering/
Capital Replacement Reserve Subaccount was established at closing  
for  all  properties except  Shadow Oaks  to  pay  for  necessary
capital improvements identified during the lender's due diligence 
review of the property.

Consolidated Statements of Operations-Other Income and Deductions

  Other income was $312,000, $228,000 and $219,000, respectively,
for the  years  ended  December  31, 1996,  1995  and  1994.  The
increase was primarily due to an increase in interest  earned  on
certain escrow accounts.

  The terms of the mortgage loans require the borrowers  to  make
equal installment payments over  the  term  of  the  loans.  Each
payment consists of interest on the unpaid balance  of  the loans
and a reduction of loan principal.  The interest  paid  on  these
loans decreases each period, while the  portion  applied  to  the
loan principal increases  each  period.  As  a  result,  interest
expense  was $1,786,000, $1,812,000 and $1,929,000, respectively,
and principal incurred was  $330,000,  $304,000   and   $187,000,
respectively, for the years ended December  31,  1996,  1995  and
1994.

  Depreciation expense for the years  ended  December  31,  1996,
1995  and   1994  was  $1,133,000,  $1,097,000  and   $1,053,000,
respectively.  Amortization expense for the years ended  December
31,  1996   and  1995   was  $98,000  and  1994   was   $100,000.
Depreciation expense increased due to the addition of capitalized
property improvements during the years ended  December 31,  1996,
1995 and 1994.

  For the years ended December  31, 1996, 1995  and  1994, of the
total   property   improvements  in   the  aggregate   amount  of
$1,046,000,  $857,000  and  $1,106,000,  respectively,  $306,000,
$255,000 and  $332,000,  respectively,   were   classified     as
refurbishment  expenses  for financial  statement  purposes.  The
remaining  balances   of   $740,000,   $602,000   and   $775,000,
respectively, were capitalized for financial statement purposes.

  Interest income for the years ended December 31, 1996, 1995 and
1994   was  $78,000,  $101,000  and  $84,000,  respectively.  The
decrease  was primarily  due to  a  decrease  in  cash  and  cash
equivalents during 1996, as compared to 1995.



<PAGE> 26

-----------------------------------------------------------------
Report of Management
-----------------------------------------------------------------

  ORP's  administrative expenses for the years ended December 31,
1996,  1995  and  1994  were  $184,000,  $209,000  and  $150,000,
respectively.

  In  the   aggregate,  the  net  income,  after   debt  service,
refurbishment expenses, and other deductions, reported by ORP for
the year ended December  31,  1996   increased  by  $378,000,  or
205.4%, from a $184,000 loss at December 31, 1995, to  a $194,000
profit at December 31, 1996. The increase is primarily attributed
to a reduction of $277,000 in fees and expenses incurred in  1995
in connection with securities filings and related  communications
with its partners required by ORP in response  to  certain tender
offers and in defense and settlement of a lawsuit initiated by  a
partner (discussed in prior reports).








































<PAGE> 27

-----------------------------------------------------------------
Report of Independent Accountants
-----------------------------------------------------------------

To  the  Partners and Assignee Unit Holders of Oxford Residential
Properties I Limited Partnership:

  We have audited the accompanying consolidated balance sheets of
Oxford  Residential   Properties   I   Limited   Partnership  and
Subsidiaries as  of December 31, 1996  and 1995, and the  related
consolidated statements of operations, partners' capital and cash
flows for each of the three years in the  period  ended  December
31, 1996.  These financial statements are the  responsibility  of
the Partnership's Managing General  Partner.  Our  responsibility
is to express  an opinion on these financial statements  based on
our audits.

  We  conducted our audits  in accordance with generally accepted
auditing standards.  Those  standards require that  we  plan  and
perform the  audit to obtain  reasonable  assurance about whether
the financial statements are free of  material  misstatement.  An
audit  includes  examining,  on a test basis, evidence supporting
the  amounts  and  disclosures  in  the financial statements.  An
audit  also includes assessing the accounting principles used and
significant estimates made by management,  as  well as evaluating
the overall financial statement  presentation.  We  believe  that
our audits provide a reasonable basis for our opinion.

  In our opinion, the  financial  statements  referred  to  above
present  fairly,  in  all  material respects,  the   consolidated
financial position of Oxford  Residential  Properties  I  Limited
Partnership and  Subsidiaries  as of December 31, 1996 and  1995,
and the consolidated results of its operations and its cash flows
for each of the three years in the period   ended   December  31,
1996,   in   conformity   with  generally   accepted   accounting
principles.






                                     /s/ Coopers & Lybrand L.L.P.
                                     ----------------------------
                                     Coopers & Lybrand L.L.P.

Washington, D.C.
February 4, 1997










<PAGE> 28 

Oxford Residential Properties I Limited Partnership and Subsidiaries

<TABLE>
--------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
--------------------------------------------------------------------
<CAPTION>
December 31,                                     1996        1995
--------------------------------------------------------------------
<S>                                            <C>         <C>
Assets
Investment properties, at cost
  Land                                         $ 3,681     $ 3,681
  Buildings and improvements, net of
    accumulated depreciation of $13,656
    and $12,523, respectively                   20,989      21,382
--------------------------------------------------------------------
      Total Investment Properties               24,670      25,063
--------------------------------------------------------------------
Cash and cash equivalents                        1,106         931
Working capital reserve                            454         834
Tenant security deposits                           135         121
Deferred costs, net of amortization of 
  $2,395 and $2,297, respectively                  522         620
Other assets                                       973         915
--------------------------------------------------------------------
                                                 3,190       3,421
--------------------------------------------------------------------
      Total Assets                             $27,860     $28,484
====================================================================
Liabilities and Partners' Capital
Liabilities
  Mortgage notes payable                       $21,501     $21,828
  Accounts payable and accrued expenses            472         568
  Distributions payable                            185         189
  Due to affiliates                                411         268
  Tenant security deposits                         135         121
--------------------------------------------------------------------
      Total Liabilities                         22,704      22,974
--------------------------------------------------------------------
Commitments and contingencies (Notes 9 and 10)

Partners' Capital
  General Partners                             (1,040)     (1,044)
  Assignor Limited Partner                          1           1
  Assignee Unit Holders (25,714 Assignee 
    Units issued and 24,657 outstanding
    for 1996; 25,714 Assignee Units issued
    and 25,186 outstanding for 1995)             6,195       6,553
--------------------------------------------------------------------
      Total Partners' Capital                    5,156       5,510
--------------------------------------------------------------------
      Total Liabilities and Partners' Capital  $27,860     $28,484
====================================================================
The accompanying notes are an integral part of these consolidated 
                      financial statements.
</TABLE>

<PAGE> 29
Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
--------------------------------------------------------------------
Consolidated  Statements of Operations (in thousands, except Net 
  Income (Loss) per Assignee Unit and Weighted average number of
  Assignee Units Outstanding)
--------------------------------------------------------------------
<CAPTION>
For the Years Ended December 31,           1996      1995     1994
--------------------------------------------------------------------
<S>                                      <C>       <C>      <C>
Apartment Revenues
  Rental income                          $ 6,875   $ 6,667  $ 6,400
  Other income                               312       228      219
--------------------------------------------------------------------
    Total Apartment Revenues               7,187     6,895    6,619
--------------------------------------------------------------------
Apartment Expenses
  Maintenance                              1,183     1,122    1,081
  Operating                                  633       583      540
  Administrative                             433       467      452
  Property management fees                   356       342      329
  Property taxes                             851       815      857
  Marketing                                  108       103      111
--------------------------------------------------------------------
    Total Apartment Expenses               3,564     3,432    3,370
--------------------------------------------------------------------
Net Operating Income                       3,623     3,463    3,249
--------------------------------------------------------------------
Other Deductions
  Interest expense                         1,786     1,812    1,929
  Depreciation and amortization            1,231     1,195    1,153
  Refurbishment expenses                     306       255      332
  Interest income                            (78)     (101)     (84)
  Partnership administrative expenses        184       209      150
  Litigation and tender compliance             0       277        0
--------------------------------------------------------------------
    Total Other Deductions                 3,429     3,647    3,480
--------------------------------------------------------------------
Income (Loss) Before Extraordinary Item  $   194   $  (184) $  (231)
====================================================================
Extraordinary Gain from Debt Forgiveness $     0   $     0  $   169
--------------------------------------------------------------------
Net Income (Loss)                        $   194   $  (184) $   (62)
====================================================================
Net Income (Loss) Allocated to Assignee
  Unit Holders                           $   190   $  (180) $   (61)
====================================================================
Income (Loss) Before Extraordinary Item
  per Assignee Unit                      $  7.63   $ (7.07) $ (8.82)
====================================================================
Net Income (Loss) per Assignee Unit      $  7.63   $ (7.07) $ (2.37)
====================================================================
Weighted Average Number of Assignee 
  Units Outstanding                       24,940    25,515   25,714
====================================================================
The accompanying notes are an integral part of these consolidated 
                      financial statements.
</TABLE>
<PAGE> 30

Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
--------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
--------------------------------------------------------------------
<CAPTION>
                                   Limited Partners'
                                      Interests
                                  ------------------
                                  Assignee Assignor    
For the Years Ended December 31,    Unit   Limited  General
1996, 1995 and 1994               Holders  Partner  Partners  Total
--------------------------------------------------------------------
<S>                                <C>        <C>  <C>       <C>
Balance, January 1, 1994           $7,547     $1   $(1,039)  $6,509
--------------------------------------------------------------------

Net loss                              (61)     0        (1)     (62)
Distributions to Assignee Unit
  Holders                            (257)     0         0     (257)

--------------------------------------------------------------------
Balance, December 31, 1994          7,229      1    (1,040)   6,190
--------------------------------------------------------------------

Net loss                             (180)     0        (4)    (184)
Distributions to Assignee Unit
  Holders                            (318)     0         0     (318)
Purchase of Units                    (178)     0         0     (178)

--------------------------------------------------------------------
Balance, December 31, 1995          6,553      1    (1,044)   5,510
--------------------------------------------------------------------

Net income                            190      0         4      194
Distributions to Assignee Unit
  Holders                            (372)     0         0     (372)
Purchase of Units                    (176)     0         0     (176)

--------------------------------------------------------------------
Balance, December 31, 1996         $6,195     $1   $(1,040)  $5,156
====================================================================
The accompanying notes are an integral part of these consolidated
                      financial statements.
</TABLE>













<PAGE> 31

Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
--------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
--------------------------------------------------------------------
<CAPTION>
For the Years Ended December 31,            1996     1995     1994
--------------------------------------------------------------------
<S>                                       <C>       <C>      <C>
Operating activities
  Net income (loss)                       $  194    $ (184)  $  (62)
  Adjustments to reconcile net income 
      (loss) to net cash provided by 
      operating activities:
    Depreciation and amortization          1,231     1,195    1,153
    Gain from Debt Forgiveness                 0         0     (169)
  Changes in assets and liabilities:
    Tenant security deposits liability        14        29       41
    Tenant security deposits                 (14)      (29)     (41)
    Other assets                             (58)     (168)    (262)
    Accounts payable and accrued expenses    (96)       23      (14)
    Due to affiliates                        143       137      131
--------------------------------------------------------------------
Net cash provided by operating activities  1,414     1,003      777
--------------------------------------------------------------------

Investing activities
  Working capital reserve                    380       (42)    (298)
  Additions to investment properties        (740)     (603)    (775)
  Sale of land                                 0         2        0
--------------------------------------------------------------------
Net cash used in investing activities       (360)     (643)  (1,073)
--------------------------------------------------------------------

Financing activities
  Refinancing proceeds                         0         0   22,362 
  Distributions paid                        (376)     (257)    (386)
  Refinancing costs                            0         0     (606)
  Subordinated management fees paid            0         0     (902)
  Mortgage principal paid                   (327)     (301) (19,657)
  Purchase of Assignee Units                (176)     (178)       0
--------------------------------------------------------------------
Net cash (used in) provided by financing
  activities                                (879)     (736)     811
--------------------------------------------------------------------
Net increase (decrease) in cash and cash
  equivalents                                175      (376)     515
Cash and cash equivalents, 
  beginning of year                          931     1,307      792
--------------------------------------------------------------------
Cash and cash equivalents, end of year    $1,106    $  931  $ 1,307
====================================================================
The accompanying notes are an integral part of these consolidated
                      financial statements.
</TABLE>



<PAGE> 32

-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------

Note 1.  Partnership Organization

  Oxford  Residential Properties I Limited Partnership ("ORP"  or
the  "Partnership") was formed under the Maryland Revised Uniform
Limited Partnership Act on January 19, 1984, to acquire, own  and
operate residential properties.  The Partnership began operations
in  September  1984  and will continue until December  31,  2027,
unless terminated earlier under the provisions of the Partnership
Agreement.

  The  General Partners of the Partnership are Oxford Residential
Properties  I  Corporation and Oxford Fund I Limited Partnership.
Oxford  Residential  Properties  I  Corporation  serves  as   the
Managing  General Partner, and Oxford Fund I Limited  Partnership
serves as Associate General Partner.  ORP I Assignor Corporation,
the  Assignor Limited Partner, has assigned the ownership of  its
limited   partnership  interests  (including   ORP   I   Assignor
Corporation's  rights  to  a percentage  of  the  income,  gains,
losses, deductions, and distributions of the Partnership) to  the
purchasers of Assignee Units on the basis of one unit of  limited
partnership interest for one Assignee Unit.  The General Partners
and  the  Assignor Limited Partner are affiliated through  common
ownership.  The Partnership's net profit or loss is allocated  to
the  Assignee  Unit Holders and partners in accordance  with  the
Partnership Agreement.

  The  Partnership sold $25,714,000 in Assignee Unit interests in
a  public  offering  that concluded in October  1985.   There  is
currently  no  established public market in  which  the  Assignee
Units  are  traded.  On June 20, 1995, ORP advised Assignee  Unit
Holders  that  it would purchase on a "first come, first  served"
basis  at any time on or before September 11, 1995, unless sooner
terminated, all Assignee Units up to an aggregate of 600 Assignee
Units  at a price of $332 per Assignee Unit net to the seller  in
cash  without interest ("Issuer Tender").  The Issuer Tender  has
been  extended to December 31, 1997 with respect to the  purchase
of up to 600 additional Assignee Units.  Since July 1995, ORP has
purchased, in the aggregate, 1,057 Assignee Units.

  Effective  January  12,  1994,  the Partnership  completed  the
refinancing   of  all  debt  collateralized  by  three   of   its
properties, as well as the placement of a new loan collateralized
by  the  fourth  property.  To use this  financing  program,  the
Partnership  was  required to modify its ownership  structure  in
certain  respects.  Accordingly, the Partnership transferred  its
ownership interests in the properties to four new entities:   (i)
ORP  One  L.L.C.  (Fairlane  East),  (ii)  ORP  Two  L.L.C.  (The
Landings), (iii) ORP Three L.L.C. (Raven Hill), and (iv) ORP Four
Limited Partnership (Shadow Oaks).  In the case of Shadow Oaks, a
limited  partnership was used because, under  applicable  Florida
law, limited liability companies are taxed as corporations rather
than partnerships.  The Partnership effectively holds all of  the
ownership  interests of each of these entities.  The  Partnership
holds a direct 99% interest in each new entity, and the remaining
<PAGE> 33

-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------

1%  interest  is  held by one of four new corporations:  (i)  ORP
Corporation  I;  (ii) ORP Corporation II; (iii)  ORP  Corporation
III;  and (iv) ORP Corporation IV.  The Partnership owns  all  of
the stock of these new corporations.

Note 2.  Significant Accounting Policies

  Basis  of  presentation.  The consolidated financial statements
include  the  accounts of the Partnership and  its  subsidiaries.
All  significant intercompany balances and transactions have been
eliminated.

  Method of accounting.  The Partnership's consolidated financial
statements are prepared on the accrual basis, in accordance  with
generally accepted accounting principles.

  Investment  Properties.  Investment properties are  carried  at
cost,   net   of  accumulated  depreciation  and  allowance   for
unrecoverable  amounts  pertaining  to  permanent   declines   in
property values.

  Depreciation  and   amortization.   For   financial   reporting
purposes,   depreciation  of  buildings   and   improvements   is
calculated based upon cost less the estimated salvage value on  a
straight-line  basis  over  the  estimated  useful  life  of  the
property  of  25  years.  Personal property is depreciated  on  a
straight-line  basis over five years.  For income  tax  reporting
purposes,  depreciation of buildings, improvements, and  personal
property  is  calculated  using  the  accelerated  cost  recovery
methods, as provided in Section 168 of the Internal Revenue Code.

  Deferred costs.  Deferred  costs  reflect financing fees  which
are  amortized  on a straight-line basis over  the  life  of  the
respective  loan  agreements for both financial  and  income  tax
reporting purposes.

  The  preparation  of  financial statements in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  dates of the financial statements  and  the
reported  amounts of revenues and expenses during  the  reporting
periods.  Actual results could differ from those estimates.

  Income taxes.  No  provision  has been made for federal, state,
or  local  income  taxes  in  the  financial  statements  of  the
Partnership, since the partners and the Assignee Unit Holders are
required  to  report  on  their  individual  tax  returns   their
allocable share of income, gains, losses, deductions, and credits
of  the Partnership.  The Partnership's tax return is prepared on
the accrual basis.



<PAGE> 34

-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------

  Net  loss  and  distributions per Assignee Unit.  Net loss  and
distributions per Assignee Unit are based on the weighted average
number of units outstanding during the year.

  For  financial  reporting  purposes, the net income (loss)  per
assignee unit of limited partnership of ORP ("Assignee Unit") has
been calculated by dividing the portion of the Partnership's  net
income  (loss) allocable to Assignee Unit Holders  (98%)  by  the
weighted   average  of  Assignee  Units  outstanding.    In   all
computations of earnings per Assignee Unit, the weighted  average
of  Assignee Units outstanding during the period constitutes  the
basis for the net income (loss) amounts per Assignee Unit on  the
Consolidated  Statements of Operations.   

  Statements  of  cash flows.  Since the consolidated  statements
of cash flows are intended to reflect only cash receipts and cash
payment  activity,  the statements do not reflect  investing  and
financing  activity that affect recognized assets or  liabilities
that  do  not  result  in cash receipts or cash  payments.   This
noncash  activity consists of distributions payable of  $185,000,
$189,000  and  $129,000  at December 31,  1996,  1995  and  1994,
respectively.

  Interest  on  mortgage  loans paid in 1996, 1995 and  1994  was
$1,789,000, $1,814,000 and $1,763,000, respectively.

  Cash  and  cash equivalents.  Cash and cash equivalents consist
of  all  demand deposits and government money market funds stated
at   cost,   which  approximates  market  value,  with   original
maturities of three months or less.

Note 3.  Working Capital Reserve

  Working  Capital  Reserve.   The  Partnership   established  an
initial  working capital reserve in the amount of  $1,286,000  in
1985  from net offering proceeds received in excess of investment
properties acquired.  Funds in the reserve, which are invested in
United   States  Treasury  Bills,  are  stated  at  cost,   which
approximates  market  value.  The Partnership  Agreement  permits
additions  to  the  reserve  of such  amounts  derived  from  the
operations of residential properties as deemed advisable  by  the
Managing General Partner.  All funds held in the working  capital
reserve  will  be  available  to fund  renovations  and  repairs,
operating  deficits, and other contingencies of  the  residential
properties.  Funds held in the working capital reserve  also  can
be used to supplement distributions to the Assignee Unit Holders.
The balance at December 31, 1996 was $454,000.







<PAGE> 35
----------------------------------------------------------------
Notes to Consolidated Financial Statements
----------------------------------------------------------------
Note 4.  Investment Properties

Information  regarding  the four investment properties is listed
below.
----------------------------------------------------------------
<TABLE>
Schedule of Carrying Values (in thousands)
----------------------------------------------------------------
<CAPTION>
                       Date of    Purchase   Carrying   No. of
     Property        Acquisition   Price     Values<F1>  Units
----------------------------------------------------------------
<S>                    <C>        <C>        <C>          <C>
Fairlane East
Dearborn, Michigan     12/23/85   $12,100    $ 9,397      244

The Landings
Indianapolis, Indiana  10/31/84     4,050      3,130      150

Raven Hill
Burnsville, Minnesota  12/24/86    12,159      7,108      304

Shadow Oaks
Tampa, Florida          2/07/85     7,138      5,035      200
                                 -------------------------------
                                  $35,447    $24,670      898
                                 ===============================
----------------------------------------------------------------
Reconciliation of Real Estate (in thousands)
----------------------------------------------------------------
<CAPTION>
For the Years Ended December 31,      1996      1995      1994
----------------------------------------------------------------
<S>                                 <C>       <C>       <C>
Balance, beginning of period        $37,586   $36,985   $36,210

Sale of Land                              0        (2)        0

Capitalized Improvements                740       603       775
                                    ----------------------------       
Balance, end of period              $38,326   $37,586   $36,985
                                    ============================
----------------------------------------------------------------
Reconciliation of Accumulated Depreciation (in thousands)
----------------------------------------------------------------
<CAPTION>
For the Years Ended December 31,      1996      1995      1994
----------------------------------------------------------------
<S>                                 <C>       <C>       <C>
Balance, beginning of period        $12,523   $11,426   $10,373

Depreciation expense for period       1,133     1,097     1,053
                                    ---------------------------- 
Balance, end of period              $13,656   $12,523   $11,426
                                    ============================
----------------------------------------------------------------
<FN>
<F1> All  of the properties were appraised by Blake & Associates
     in September  1993  in   connection  with   the   portfolio
     refinancing.   The  aggregate   appraised   value   of  the
     properties was $30,000,000.  The  carrying value represents
     land and building,  including  capitalized  improvements to
     date, less accumulated depreciation to date.
</FN>
</TABLE>



















































<PAGE> 36 

<TABLE>                                                                                                                           
----------------------------------------------------------------------------------------------------------------------------------
Notes to Consolidated Financial Statements                                                                                        
----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>                                                                                                                         
Note 4.  Investment Properties (continued)                                                                                        

For the Year Ended December 31, 1996 (in thousands)                                                                               
                                                     Cost                                                               Life upon 
                                                  Capitalized                                                             which   
                                  Initial Cost     Subsequent   Gross Amount Carried at                                Depreciation
                                 to Partnership  to Acquisition    Close of Period<F1>                                      in     
                               ----------------- -------------- ------------------------                              Latest Income
                                                                                                                         Statement 
                                                 Improvements                                                               is     
                                     Buildings &      &               Buildings &             Accumulated Date of  Date  Computed  
Description      Encumbrances  Land Improvements Adjustments<F2> Land Improvements Total<F3> Depreciation Const. Acquired (Years)  
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>      <C>     <C>          <C>         <C>      < c>       <C>         <C>        <C>    <C>         <C>   
Fairlane East Apts.  $ 9,879  $1,251  $11,159      $ 1,941     $1,251   $13,100    $14,351     $ 4,955    1972   12/23/85    5-25  
Dearborn, Michigan                                                                                                                
(244 units - garden                                                                                                               
apartments)                                                                                                                     
                                                                                                                                  
Landings               3,257     552    3,594          780        562     4,364      4,926       1,796    1974   10/31/84    5-25  
Indianapolis, Indiana                                                                                                             
(150 units - garden                                                                                                               
apartments)                                                                                                                     
                                                                                                                                  
Raven Hill Apts.       4,976     909   11,603       (1,338)<F4>   909    10,267     11,176       4,067    1974   12/24/86    5-25  
Burnsville, Minnesota                                                                                                             
(304 units - garden                                                                                                             
apartments)                                                                                                                      
                                                                                                                                 
Shadow Oaks Apts.      3,389     962    6,636          278        959     6,914      7,873       2,838    1984    2/07/85    5-25
Tampa, Florida                                                                                                                    
(200 units -                                                                                                                    
garden apartments)                                                                                                               
                     ---------------------------------------------------------------------------------                           
TOTAL                $21,501  $3,674  $32,992      $ 1,661     $3,681   $34,645    $38,326     $13,656                           
                     =================================================================================                          
______________________________________________________                                                                          
<FN>
<F1> No material intercompany profits are included in the carrying value of real estate apartment properties.  
<F2> Net of seller guarantee payments.                                                                       
<F3> The aggregate cost for federal income tax purposes is $41,432,000.                                      
<F4> Includes a reduction in carrying value of $2,840,000 recorded in 1991.                                   
</FN>
</TABLE> 








<PAGE> 37 

-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------

Note 5.  Net Profits, Losses and Cash Distributions

  Cash  flow,  as  defined in the Partnership Agreement, will  be
distributed within 60 days after June 30 and December 31, 90%  to
the Assignee Unit  Holders  and  10% to the General Partners  and
the Assignor Limited Partner. The first  cash  distribution  year
was for the period August 1, 1985 through July 31, 1986, in which
the Assignee Unit  Holders  were  entitled  to  a  noncumulative,
preferred 5% return. During the second cash distribution year and
thereafter,  the   Assignee  Unit  Holders   are  entitled  to  a
noncumulative, preferred 6% return. To  the extent   that   these
preferences are not achieved from current operations, 40% of  the
property management  fees  and  the  General  Partners'  and  the 
Assignor Limited Partner's 10% share  in  cash   flow   will   be
deferred.  Deferred property management fees are   to   be   paid
without interest in the next year in which  excess  cash flow  is
available  after distribution to the Assignee  Unit  Holders   of
their preferred 6% return or out of sale or refinancing proceeds.

  Profits and losses for financial  statement  and  tax  purposes
arising from Partnership operations  are  allocated  98%  to  the
Assignee Unit Holders and 2% to the  General  Partners  and   the
Assignor Limited Partner.

  All sale or refinancing proceeds, as defined in the Partnership
Agreement, will be distributed as follows:

  (1) to the  Assignee  Unit  Holders  to  repay  their  adjusted
      capital contributions;
  (2) to   the  General  Partners  and  Assignor  Limited Partner
      to repay their adjusted capital contributions;
  (3) to  the  Assignee  Unit  Holders   until  payment  of   the
      preferred return on disposition (that is, an amount   equal
      to 10% of the adjusted capital contributions  multiplied by
      the number of calendar years from and  including  1986)  is
      achieved;
  (4) to  the  General  Partners  and  Assignor  Limited  Partner
      in an amount equal to any portion of their  cash flow  from
      operations which was previously deferred  and not  paid  in
      subsequent years;
  (5) to  pay  property   disposition  fees  to  Oxford  National
      Properties Corporation; and
  (6) to pay any remaining  amount  85%   to  the  Assignee  Unit
      Holders and 15%  to   the  General  Partners  and  Assignor
      Limited Partner.

  Sale or refinance proceeds have been defined  to  be  all  cash
receipts arising from  such  transaction  less  expenses  of  the
transaction, the repayment of all  related  debt,  including  the
mortgage  loan,  the  payments  of  any  previously  subordinated
property management fees, and the payments to fund reserves.



<PAGE> 38
 
-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------
 
  All liquidation  proceeds  shall be  first  distributed to each
Assignee   Unit   Holder  and Partner, in an amount equal to  the
positive  balance in his capital account  and, thereafter, in the
amounts and order of  priority  established  above  for  sale  or
refinancing proceeds.

  The profits  for  tax purposes resulting  from  the sale of  an
investment  property  which  does  not  constitute  the  sale  of
substantially all of the Partnership's assets will  be  allocated
among  the  Assignee  Unit  Holders,  General  Partners,  and the
Assignor  Limited  Partner  in   a  proportion   equal   to   the
distributions  received  from  the  proceeds  of  such sale.  Any
profits in excess of the cash distribution will be allocated  98%
to the Assignee  Unit  Holders and 2% to the General Partners and
the Assignor Limited Partner.  A loss from such  a  sale  will be
allocated 98% to the Assignee Unit Holders and 2% to the  General
Partners and Assignor Limited Partner.

  The profits for tax purposes from the  sale  or liquidation  of
all or substantially  all of the  Partnership's  assets  will  be
allocated as follows:

  (1) the portion of the  profits  attributable   to  the  excess
      of the indebtedness of the investment property prior to its
      sale over the Partnership's adjusted basis in such property
      will be allocated to  each Assignee  Unit  Holder having  a
      negative capital account balance, to  the  extent  of  such
      negative  balance, in the  proportion  that   the  negative 
      balance  of  each  Assignee  Unit  Holder's capital account 
      bears  to  the  aggregate  negative  balances  of  all  the
      Assignee Unit Holders; and

  (2) the remainder will be  allocated  among  the  Partners  and
      Assignee Unit Holders in proportion to the amount  of  sale
      or refinancing proceeds which was distributed to  them   in
      connection  with  the sale of  the  investment  property or
      liquidation of the Partnership.

  Losses for tax purposes from the sale of all  or  substantially
all of the assets of the Partnership  or the  liquidation  of the
Partnership will be allocated as follows:

  (1) losses equal to the amount by which the capital accounts of
      the  Assignee  Unit  Holders  and Partners exceed the total 
      adjusted capital contributions will be  allocated  based on
      the ratio of each  Assignee  Unit  Holder's  and  Partner's
      capital account excess balance to the total excess balance;

  (2) losses  will  be allocated among the Assignee Unit  Holders
      and   Partners   with   positive   capital  accounts  equal
      to the ratio  of each  Assignee Unit Holder's and Partner's
      positive capital  account to  the  total  positive  capital
      accounts; and

<PAGE> 39

-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------

  (3) any remaining losses will be allocated 98% to Assignee Unit
      Holders  and  2% to  the  General Partners and the Assignor
      Limited Partner.

Note 6.  Mortgage Notes Payable

  Effective  January 12, 1994, separate mortgage loans  were made
to each of the four new ownership entities (as discussed in prior
reports) in  the   aggregate   original   principal   amount   of
$22,362,000.  These mortgage loans are  not cross-collateralized,
nor are they cross-defaulted. Each note bears interest at a fixed 
rate of 8.25% per annum  and  matures  on  February   11,   2004.
The total  monthly principal and interest payment  is   $176,000. 
As of December 31, 1996,  the  total  outstanding  balance of the
four mortgage notes payable was $21,501,000.  The properties  are
in  compliance  with  their  respective  loan  agreements  as  of
December 31, 1996.

The  individual outstanding mortgage notes payable as of December
31, 1996 and monthly debt service are as follows:
<TABLE>
<CAPTION>                    
-----------------------------------------------------------------
Property Collateralizing Debt       Outstanding     Monthly
(in thousands)                        Mortgage  Debt Service<F1>
-----------------------------------------------------------------
<S>                                    <C>             <C>
Fairlane East, Dearborn, Michigan      $ 9,879         $ 81
The Landings, Indianapolis, Indiana      3,257           26
Raven Hill, Burnsville, Minnesota        4,976           41
Shadow Oaks, Tampa, Florida              3,389           28
-----------------------------------------------------------------
                                       $21,501         $176
=================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Principal  amortization (in thousands)  over the next five  years
is as follows:

                      Year        Amortization
                      ----        ------------
                      <S>             <C>
                      1997            $355
                      1998            $386
                      1999            $419
                      2000            $455
                      2001            $493
</TABLE>

<PAGE> 40

-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------

  The  mortgage  notes require  the establishment and maintenance
of  escrow subaccounts for each property.  These subaccounts  are
the  Basic  Carrying Costs Subaccount, the Debt  Service  Payment
Subaccount,  the  Recurring Replacement Reserve  Subaccount,  the
Operations  and  Maintenance Expense  Subaccount,  the  Liquidity
Reserve Subaccount, and the Curtailment Reserve Subaccount.   The
Basic  Carrying Costs Subaccount and Liquidity Reserve Subaccount
were  initially  funded  in full out of  loan  proceeds  for  all
properties    at    the    mortgage   closing.     A    temporary
Engineering/Capital  Replacement  Reserve  Subaccount  was   also
established at closing for all properties, except Shadow Oaks, to
pay  for  necessary  capital improvements identified  during  the
lender's  due diligence review of the properties.  The  permanent
subaccounts,  except  the  Operations  and  Maintenance   Expense
Subaccount and the Curtailment Reserve Subaccount, will hereafter
be  directly  funded  and  maintained monthly,  as  needed,  from
property  income  (except security deposits), in accordance  with
formulas   established  in  the  loan  agreement  and  based   on
expenditures required in the following month.  The Operations and
Maintenance  Expense  Subaccount  and  the  Curtailment   Reserve
Subaccount  would  be  established  if  the  borrowers  have  not
provided a written commitment for the refinancing of the existing
loans on or before six months prior to the maturity dates of  the
existing  loans.  The subaccounts will be funded monthly  in  the
order listed above, except for certain changes that may occur  in
the  year  prior  to  maturity of the respective  loans.   Excess
income  from each property will be distributed to the  applicable
borrower  after all subaccounts that must be funded at that  time
have been fully funded in the given month, according to the terms
of  the  Loan  Agreement.  As of December 31,  1996,  the  escrow
subaccounts  total $810,000 and are included in Other  Assets  in
the accompanying Consolidated Balance Sheets.

  The  mortgage  notes   prohibit   secondary   financing  unless
specifically  approved  by the lender or specified  in  the  loan
documents.   In addition, the mortgage notes prohibit  prepayment
before  five years and impose a prepayment penalty equal  to  the
greater of 1% or the Yield Maintenance Premium (as defined in the
Loan  Agreement)  for prepayments during the  sixth  and  seventh
years.   After  the seventh year, prepayment is allowed  with  no
prepayment penalty.

  In  general, the loans are nonrecourse.  ORP One L.L.C. and ORP
Corporation I, ORP Two L.L.C. and ORP Corporation II,  ORP  Three
L.L.C.  and ORP Corporation III, and ORP Four Limited Partnership
and  ORP  Corporation IV have guaranteed payment of all  clean-up
costs  if  environmental contamination is subsequently discovered
on their respective properties.






<PAGE> 41

-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------

Note 7.  Transactions with Affiliates

<TABLE>
<CAPTION>
-----------------------------------------------------------------
                                          (in thousands)
December 31,                        1996       1995       1994
-----------------------------------------------------------------
<S>                                 <C>        <C>        <C>
Expense reimbursement               $ 56       $ 65       $ 58
Property management fees             356        342        329
-----------------------------------------------------------------
                                    $412       $407       $387
=================================================================
</TABLE>

  The  Partnership  has no directors or officers.   The  Managing
General  Partner  and its affiliates do not  receive  any  direct
compensation, but receive fees and are reimbursed by ORP for  any
actual direct costs and expenses incurred in connection with  the
operation of the Partnership.

  Expense  reimbursements  are for affiliates'  personnel  costs,
travel  expenses and interest on interim working capital advances
for activities directly related to the Partnership which were not
covered  separately  by  fees.    Total  reimbursements  to   the
Managing  General Partner and its affiliates for the years  ended
December  31,  1996,  1995  and 1994 were  $56,000,  $65,000  and
$58,000, respectively, for administrative and accounting  related
costs.

  Under  the Property  Management Agreements with NHP,  Inc.  and
certain of its affiliates ("NHP"), the management fee is equal to
5%  of gross collections for all properties; however, 40% of this
fee  is subordinated until certain distribution preference levels
to  the  Limited Partners or Assignee Unit Holders are  achieved.
Property  management fees of $143,000, $137,000 and $131,000  for
the  years  ended December 31, 1996, 1995 and 1994, respectively,
have  been deferred and are included in due to affiliates in  the
accompanying  Consolidated  Balance  Sheets.   NHP  also  has   a
separate  services agreement with Oxford Realty Financial  Group,
Inc.  ("ORFG"), pursuant to which ORFG provides certain  services
to  NHP in exchange for service fees in an amount equal to 25.41%
of  all  fees collected by NHP from certain properties, including
those owned by the Partnership.









<PAGE> 42

-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------

Note 8.  Taxable Loss

  A  reconciliation of the major differences between net (income)
loss  for  the consolidated financial statements and net (income)
loss for tax purposes is as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------
                                            (in thousands)
December 31,                           1996      1995      1994
-----------------------------------------------------------------
<S>                                  <C>       <C>       <C>
Net (income) loss per consolidated
 financial statements                $ (194)   $  184    $   62
Excess tax depreciation                 507       510       607
-----------------------------------------------------------------
Net loss for tax reporting purposes  $  313    $  694    $  669
=================================================================
Per Assignee Unit:
Net (income) loss per consolidated
 financial statements                $(7.63)   $ 7.07    $ 2.37
Excess tax depreciation               19.92     19.58     23.13
-----------------------------------------------------------------
Net loss for tax reporting purposes  $12.29    $26.65    $25.50
=================================================================
</TABLE>

Note 9.  Commitments and Contingencies

  The  Partnership, through  its subsidiaries, owns  real  estate
and, as such, is subject to various environmental laws of Federal
and  local  governments.   Compliance  by  the  Partnership  with
existing  laws  has  not  had a material adverse  effect  on  its
financial  condition, results of operations,  or  liquidity,  and
based on reports from independent third parties, management  does
not  believe it will have such an effect in the future.  However,
the  Partnership cannot predict the impact of new or changed laws
or regulations on its current properties.

Note 10.  Subsequent Events

  NHP  recently  reported  that  its  largest  stockholders  have
entered into certain agreements to sell all of their stock in NHP
to  Apartment  Investment  and Management  Company  ("AIMCO"),  a
publicly-traded REIT, and that NHP ultimately may be merged  into
AIMCO.   No  assurance can be given by ORP  that  AIMCO  will  be
retained to manage its properties following consummation of these
transactions.

  On February 28, 1997, ORP made a quarterly cash distribution of
$185,000  or  $7.50  per Assignee Unit (1.5%  per  annum  on  the
original  $1,000  invested per Assignee Unit)  to  Assignee  Unit
Holders of record as of December 31, 1996.
<PAGE> 43

<TABLE>
-----------------------------------------------------------------
Distribution Information
-----------------------------------------------------------------
The  following  table  sets  forth,  on  a  semiannual basis, all
distributions  declared  since  inception  of  the   Partnership.
<CAPTION>
                                       Amount Distributed<F1>
-----------------------------------------------------------------
       Six months ended<F1>     Per Assignee Unit  Investors<F2>
-----------------------------------------------------------------
<S>                                   <C>          <C>
1996
       December 31, 1996              $  7.50      $  184,928
       June 30, 1996                  $  7.50      $  187,095
-----------------------------------------------------------------
1995
       December 31, 1995              $  7.50      $  188,895
       June 30, 1995                  $  5.00      $  128,570
-----------------------------------------------------------------
1994
       December 31, 1994              $  5.00      $  128,570
       June 30, 1994                  $  5.00      $  128,570
-----------------------------------------------------------------
1993
       December 31, 1993              $ 10.00      $  257,140
       June 30, 1993                  $  0.00      $        0
-----------------------------------------------------------------
1992
       December 31, 1992              $  0.00      $        0 
       June 30, 1992                  $  0.00      $        0
-----------------------------------------------------------------
1991
       December 31, 1991              $  0.00      $        0
       June 30, 1991                  $  0.00      $        0
-----------------------------------------------------------------
1990
       December 31, 1990              $  5.00      $  128,570
       June 30, 1990                  $  5.00      $  128,570
-----------------------------------------------------------------
1989
       December 31, 1989              $  5.00      $  128,570
       June 30, 1989                  $ 10.00      $  257,140
-----------------------------------------------------------------
1988
       December 31, 1988              $ 12.60      $  323,995
       June 30, 1988                  $ 12.40      $  318,854
-----------------------------------------------------------------
1987
       December 31, 1987              $ 20.37      $  523,775
       June 30, 1987                  $ 24.35      $  626,237
-----------------------------------------------------------------
1986
       December 31, 1986              $ 20.76      $  533,732
       June 30, 1986                  $ 25.00      $  642,880
-----------------------------------------------------------------


<PAGE> 44

-----------------------------------------------------------------
Distribution Information
-----------------------------------------------------------------

1985   December 31, 1985<F3>          $ 12.93      $  332,381
-----------------------------------------------------------------
Total                                 $200.91      $5,148,472
=================================================================
<FN>
<F1> Distributions in all cases were paid  in  the  second  month
     following the six-month period  to  which  the  distribution
     relates.
<F2> The  aggregate  amount   distributed   to  Investors   since 
     inception  is  $5,148,472, or  approximately  20%, of  their
     original investment.
<F3> Assumes Investors were admitted in July 1985.
</FN>
</TABLE>








































<PAGE> 45

-----------------------------------------------------------------
General Partnership Information
-----------------------------------------------------------------

Advisor
Merrill Lynch, Hubbard Inc.
New York, New York

Selling Agent
Merrill Lynch, Pierce, Fenner & Smith, Incorporated
New York, New York

Legal Counsel
Shaw, Pittman, Potts & Trowbridge
Washington, D.C.

Independent Accountants
Coopers & Lybrand L.L.P.
Washington, D.C.

Transfer Agent and Registrar
MMS Escrow & Transfer Agency, Inc.
P.O. Box 7090
Troy, Michigan 48007-9921

Managing General Partner
Oxford Residential Properties I Corporation
7200 Wisconsin Avenue, 11th Floor
Bethesda, Maryland 20814

The Annual Report on Form 10-K for the Year Ended
December 31, 1996,  filed  with  Securities   and
Exchange  Commission,  is  available  to Assignee 
Unit Holders and may be obtained by writing:

     Investor Services
     Oxford Residential Properties I Limited Partnership
     P.O. Box 7090
     Troy, Michigan  48007-9921  
     (810) 614-4550


















<PAGE> 46

-----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer ORP
Assignee Units
-----------------------------------------------------------------

Please follow the instructions below if you wish to reregister or
transfer  ownership  of  your  Oxford  Residential  Properties  I
Limited Partnership ("ORP" or the "Partnership") Assignee  Units.
No  transfers or sales can be effected without the consent of the
Managing  General  Partner  and  the  completion  of  the  proper
documents.


  To  cover  the costs associated with processing transfers,  MMS
  Escrow & Transfer Agency, Inc. ("MMS"), the transfer agent  for
  ORP,  charges  $25  for  each transfer of  ORP  Assignee  Units
  between  related parties, and $50 per seller for each  transfer
  for consideration (sale).  The only exception is a transfer  to
  a  surviving  joint  holder of Assignee Units  when  the  other
  joint  holder  dies,  in which case no  fee  is  charged.   MMS
  charges  $150  for  the  conversion of Assignee  Units  into  a
  limited partner interest.

  To  transfer  ownership of Assignee Units  held  in  a  Merrill
  Lynch   account,  please  have  your  Merrill  Lynch  financial
  consultant contact Merrill Lynch Partnership Operations in  New
  Jersey  at  (201)  557-1619 to request the  necessary  transfer
  documents.   Merrill  Lynch Partnership  Operations  will  only
  accept  calls  from your financial consultant.  YOU  MUST  HAVE
  THE  PROPER TRANSFER DOCUMENTS FROM MERRILL LYNCH TO  EFFECT  A
  TRANSFER.   Your financial consultant must contact  Partnership
  Operations,  as  ORP  Investor  Services  does  not  send   out
  transfer  papers  for Assignee Units held in  a  Merrill  Lynch
  account.

  Investors who no longer hold their Assignee Units in a  Merrill
  Lynch  account  should contact ORP Investor Services  at  (810)
  614-4550  or  P.O.  Box  7090, Troy,  Michigan  48007-9921,  to
  obtain   transfer  documents.   YOU  MUST  OBTAIN  THE   PROPER
  TRANSFER  DOCUMENTS  FROM ORP INVESTOR  SERVICES  TO  EFFECT  A
  TRANSFER OF ASSIGNEE UNITS WHICH YOU HOLD PERSONALLY.

  To  redeposit  your  ORP  units into a Merrill  Lynch  account,
  please  notify  ORP  Investor Services  in  writing  after  the
  Merrill  Lynch account has been opened.  ORP Investor  Services
  will  then instruct Merrill Lynch to deposit the Assignee Units
  into the account.

  Please  remember to notify ORP Investor Services in writing  at
  the  address  below or by calling (810) 614-4550 in  the  event
  you  change  your mailing address or your financial consultant.
  We  can  then  continue to provide you and your  representative
  with   timely  information  about  your  investment  in  Oxford
  Residential Properties I Limited Partnership.




<PAGE> 47

-----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer ORP
Assignee Units
-----------------------------------------------------------------
  
  The  Annual Report on Form 10-K for the year ended December 31,
  1996,  filed  with the Securities and Exchange  Commission,  is
  available  to  Assignee Unit Holders and  may  be  obtained  by
  writing:
                                
                                
                        Investor Services
       Oxford Residential Properties I Limited Partnership
                          P.O. Box 7090
                    Troy, Michigan 48007-9921
                                
                         (810) 614-4550