<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 1997

                         Commission file number 1-12428

                             OASIS RESIDENTIAL, INC.
             (Exact name of Registrant as specified in its Charter)


NEVADA                                                                88-0297457
(State or other jurisdiction                     (I.R.S. Employer Identification
of incorporation or organization)                                        Number)


                 4041 East Sunset Road, Henderson, Nevada 89014
                    (Address of Principal Executive Offices)

                                 (702) 435-9800
              (Registrant's Telephone Number, Including Area Code)


Indicate by a check mark whether the registrant: (1) has filed all reports 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
                                     ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

<TABLE>
<CAPTION>
           Class                      Shares Outstanding             Date
           -----                      ------------------             ----
<S>                                    <C>                      <C>  
Common Stock, $0. 01 par value            16,237,646             May 12, 1997
</TABLE>

<PAGE>   2
                             OASIS RESIDENTIAL, INC.
                          QUARTERLY REPORT ON FORM 10-Q

                                    CONTENTS




<TABLE>
<CAPTION>
                                                                                    Page No.
                                                                                    --------
<S>                                                                                   <C>
PART I - FINANCIAL INFORMATION:
    Item 1. Consolidated Financial Statements:
        Consolidated Balance Sheets as of March 31, 1997
          and December 31, 1996                                                           2

        Consolidated Statements of Operations for the Three  
          Months Ended March 31, 1997 and 1996                                            3

        Consolidated Statements of Cash Flows for the Three
          Months Ended March 31, 1997 and 1996                                            4

        Notes to Consolidated Financial Statements                                        5

    Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                            6-12

PART II - OTHER INFORMATION                                                              13

Signatures                                                                               14
</TABLE>




<PAGE>   3
PART I. FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements:

                             OASIS RESIDENTIAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                       March 31,     December 31,
                                                                         1997            1996
                                                                       ---------      ---------
                                                                      (Unaudited)
<S>                                                                    <C>            <C>           
Assets:
Real estate assets:
   Land                                                                $  93,484      $  93,484
   Buildings and improvements                                            553,335        552,500
   Furniture and fixtures                                                 40,126         39,515
                                                                       ---------      ---------
                                                                         686,945        685,499
   Less accumulated depreciation                                          57,575         53,049
                                                                       ---------      ---------
                                                                         629,370        632,450
   Land held for development                                               3,866          3,766
   Construction in progress                                              121,804        109,202
                                                                       ---------      ---------
     Net real estate assets                                              755,040        745,418
   Cash and cash equivalents                                               3,275          3,397
   Restricted cash                                                         3,293          2,976
   Investment in and advances to joint venture                             8,471          9,574
   Deposits on real estate assets                                          2,716          2,000
   Deferred costs and other assets (net of accumulated
     amortization of $2,073 and $1,802 at March 31, 1997
     and December 31, 1996, respectively)                                 12,079         11,408
                                                                       ---------      ---------
           Total assets                                                $ 784,874      $ 774,773
                                                                       =========      =========

                              LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Debt                                                                $ 406,341      $ 394,274
   Resident deposits and prepaid rent                                      2,174          2,066
   Accounts payable and accrued expenses                                   6,712          6,221
                                                                       ---------      ---------
     Total liabilities                                                   415,227        402,561
                                                                       ---------      ---------
Commitments (Note 2)
Stockholders' equity:
   Preferred stock, $2.25 Series A Cumulative Convertible,                    42             42
     $.01 par value, liquidation preference $25 per share,
     15,000,000 shares authorized, 4,165,000 shares issued
     and outstanding at March 31, 1997 and
     December 31, 1996
   Common stock, $.01 par value, 100,000,000 shares                          162            162
     authorized, 16,237,646 shares issued and outstanding at
     March 31, 1997 and December 31, 1996
   Paid-in capital                                                       386,910        386,910
   Distributions in excess of net income                                 (17,467)       (14,902)
                                                                       ---------      ---------
     Total stockholders' equity                                          369,647        372,212
                                                                       ---------      ---------
         Total liabilities and stockholders' equity                    $ 784,874      $ 774,773
                                                                       =========      =========
</TABLE>

                 See notes to consolidated financial statements

<PAGE>   4
                            OASIS RESIDENTIAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three months ended
                                                          March 31,
                                                  ---------------------------
                                                      1997            1996
                                                  -----------     -----------
<S>                                               <C>             <C>        
Revenue:
   Rental income                                  $    25,899     $    21,059
   Other income                                           925             693
                                                  -----------     -----------
     Total revenue                                     26,824          21,752
                                                  -----------     -----------
Expenses:
   Property operating and maintenance                   7,245           6,129
   General and administrative                             939             832
   Real estate taxes                                    1,429           1,150
   Interest                                             5,288           2,872
   Interest, non-cash (loan fees and costs)               268             294
   Depreciation and amortization                        4,530           3,520
                                                  -----------     -----------
     Total expenses                                    19,699          14,797
                                                  -----------     -----------
Net income                                              7,125           6,955
Less preferred dividend requirement                     2,343           2,343
                                                  -----------     -----------
Earnings available for common stockholders        $     4,782     $     4,612
                                                  ===========     ===========
Per share amounts:
   Earnings available for common stockholders     $      0.29     $      0.28
                                                  ===========     ===========
   Dividends declared per common share            $    0.4525     $     0.435
                                                  ===========     ===========
Weighted average number of common
   shares outstanding                              16,237,646      16,237,646
                                                  ===========     ===========
</TABLE>


                 See notes to consolidated financial statements

<PAGE>   5
                             OASIS RESIDENTIAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three months ended
                                                               March 31,
                                                         ----------------------
                                                           1997          1996
                                                         --------      --------
<S>                                                      <C>           <C>     
Cash flows from operating activities:
   Net income                                            $  7,125      $  6,955
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                        4,530         3,520
       Amortization of discount on notes payable                5             -
       Interest, non-cash (loan fees and costs)               268           294
       Changes in assets and liabilities:
         Restricted cash                                     (317)         (357)
         Deferred costs and other assets                     (942)          387
         Resident deposits and prepaid rent                   108           110
         Accounts payable and accrued expenses                491        (4,774)
                                                         --------      --------
           Net cash provided by operating activities       11,268         6,135
                                                         --------      --------
Cash flows from investing activities:
   Purchase of real estate assets                          (1,446)       (4,734)
   Construction of real estate assets                     (12,702)      (35,436)
   Investment in and advances to joint venture              1,103             -
   Deposits on real estate assets                            (716)            -
                                                         --------      --------
           Net cash used in investing activities          (13,761)      (40,170)
                                                         --------      --------
Cash flows from financing activities:
   Proceeds from debt                                      12,500        38,000
   Principal payments on debt                                (438)         (447)
   Cash dividends paid - preferred stock                   (2,343)       (2,343)
   Cash dividends paid - common stock                      (7,348)       (7,062)
                                                         --------      --------
           Net cash provided by financing activities        2,371        28,148
                                                         --------      --------
           Net decrease in cash and cash equivalents         (122)       (5,887)
Cash and cash equivalents, beginning                        3,397         5,970
                                                         --------      --------
Cash and cash equivalents, ending                        $  3,275      $     83
                                                         ========      ========
Supplemental information:
   Cash paid for interest                                $  4,571      $  4,722
                                                         ========      ========
</TABLE>


                 See notes to consolidated financial statements

<PAGE>   6
                             OASIS RESIDENTIAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


1. BASIS OF PRESENTATION

   The accompanying consolidated financial statements have been prepared in
   accordance with generally accepted accounting principles applicable to
   interim financial information and pursuant to the rules and regulations of
   the Securities and Exchange Commission. Accordingly, certain information and
   footnote disclosures normally included in financial statements prepared in
   accordance with generally accepted accounting principles have been condensed
   or omitted pursuant to such rules and regulations. However, in the opinion of
   management, all adjustments, consisting only of normal recurring adjustments,
   necessary for a fair presentation have been included. The Company presumes
   that users of the interim financial information herein have read or have
   access to the audited financial statements for the preceding fiscal year and
   that the adequacy of additional disclosure needed for a fair presentation may
   be determined in that context. Accordingly, footnote disclosure which would
   substantially duplicate the disclosure contained in the Company's 1996 Annual
   Report on Form 10-K has been omitted.

   The Company capitalizes all direct costs of developing its properties.
   Interest is capitalized during development and construction until a property
   is completed and ready for occupancy. In computing the amount of interest to
   be capitalized for each period, the Company computes the average amount of
   development and construction costs incurred on each project and allocates 
   interest costs associated with loans incurred for the purpose of furthering 
   the Company's development and construction activities. To the extent that 
   the total development and construction costs exceed the amount of the 
   construction related loans, the Company applies its average borrowing
   rate on other than construction-related loans to such excess construction
   costs to derive the amount of additional capitalized interest. General and
   administrative costs are expensed, except for the costs incurred in support
   of the Company's construction-focused executives.

2. COMMITMENTS

   As of March 31, 1997, the Company was under construction or grading on seven
   additional multifamily apartment communities totaling 2,559 units in three
   markets, Las Vegas, Reno and Denver. The Company anticipates completing 1,897
   of these units in 1997. The estimated total investment upon completion of the
   1,897 units scheduled to be completed in 1997 is $149,800. The estimated
   total investment for the remaining 662 units will be finalized prior to the
   commencement of construction. As of March 31, 1997, the Company had expended
   approximately $121,804 in land acquisition and development costs on these
   projects.

3. SUBSEQUENT EVENTS

   On April 28, 1997, the Company declared a quarterly dividend for its common
   stock of $0.4525 per share. The dividend is to be paid on June 3, 1997 to
   stockholders of record on May 23, 1997. The Company announced on April 18,
   1997, the declaration of its quarterly dividend of $0.5625 per share on its
   Series A Cumulative Convertible Preferred Stock. This preferred stock
   dividend is to be paid on May 15, 1997 to stockholders of record on May 1,
   1997.

<PAGE>   7
  CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
  PRIVATE LITIGATION REFORM ACT OF 1995. Statements contained or incorporated by
  reference in this document that are not based on historical fact are "forward
  looking statements" within the meaning of the Private Securities Litigation
  Reform Act of 1995. Forward-looking statements may be identified by the use of
  the forward-looking terminology such as "may", "will", "expect", "estimate",
  "anticipate", "continue" or similar terms, variations of those terms or the
  negative of those terms. The "Risk Factors" set forth in the Company's Annual
  Report on Form 10-K constitute cautionary statements identifying important
  factors that could cause actual results to differ materially from those in the
  forward-looking statements.

  Item 2.
  MANAGEMENT'S DISCUSSION AND ANALYSIS
  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  The following discussion should be read in conjunction with the consolidated
  financial statements and notes thereto appearing elsewhere in this Form 10-Q.

  RESULTS OF OPERATIONS

  Increases in the operating results for the periods discussed below are
  primarily the result of increases from period to period in the number of
  properties owned and operated. Where applicable, comparisons have been made on
  a weighted average per unit basis in order to adjust for such changes in the
  number of units owned and operated. In computing the weighted average per unit
  amounts, income and expenses of the commercial properties have been
  eliminated.

  Comparison of the three months ended March 31, 1997 to the three months ended
  March 31, 1996.

  The weighted average number of apartment units increased by 1,545 units for
  the three months ended March 31, 1997, as compared to the same period in 1996.
  This increase was the result of the development of 1,130 units since the end
  of March 1996. The total number of units operated as of March 31, 1997 and
  1996 were 13,428 and 12,298, respectively. The weighted average number of
  apartment units for each of the periods was as follows:

<TABLE>
<S>                                                           <C>   
         Three months ended March 31, 1997                    13,428
         Three months ended March 31, 1996                    11,883
</TABLE>


  For the three months ended March 31, 1997, net income increased by $170,000
  over the three months ended March 31, 1996. This increase was due to increased
  rental and other income of $5,072,000, as well as a decrease in interest
  expense (non-cash), which represents amortization of loan fees and costs, of
  $26,000. Offsetting these factors were increases in property operating and
  maintenance expenses of $1,116,000, general and administrative expenses of
  $107,000, real estate taxes of $279,000, interest expense of $2,416,000, and
  depreciation and amortization of $1,010,000. The increase in revenue and
  expenses was primarily the result of operating a greater number of apartment
  units in 1997 as compared to 1996.
<PAGE>   8
  PROPERTY OPERATIONS: The following table presents the Company's results of
  operations for its multifamily apartment communities (excluding commercial
  property and corporate general and administrative expenses) for the three
  months ended March 31, 1997 and 1996:


<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                                    MARCH 31,
                                         -----------------------------
                                           1997       1996    % CHANGE
                                         -------     -------  --------
                                            (Dollars in thousands)
<S>                                      <C>         <C>         <C>
Rental income                            $25,283     $20,902     21%
Other income                                 793         622     27%
                                         -------     -------     --
   Total income                           26,076      21,524     21%
                                         -------     -------     --
Property operating and maintenance         7,016       6,093     15%
Real estate taxes                          1,467       1,137     29%
                                         -------     -------     --
   Total property operating expenses       8,483       7,230     17%
                                         -------     -------     --
   Property net operating income,
       before interest expense,
       depreciation and amortization     $17,593     $14,294     23%
                                         =======     =======     ==
</TABLE>


  Rental income for the three months ended March 31, 1997 increased over the
  same period of 1996 by $4,381,000, or 21%, primarily due to the development of
  additional apartment communities. The weighted average monthly rental income
  per apartment unit was approximately $628 for the three months ended March 31,
  1997, as compared to $586 for the same three month period in 1996.

  Other income (consisting primarily of nonrefundable security deposits,
  application and cleaning fees, laundry and vending income) increased by
  $171,000, or 27%, for the three months ended March 31, 1997, as compared to
  the same period in 1996. This increase is primarily due to the operation of
  additional apartment communities in 1997 as compared to 1996.

  Property operating and maintenance expenses increased by $923,000, or 15%. On
  a weighted average per unit, per month basis, these expenses increased by $3,
  to $174 for the three months ended March 31, 1997, as compared to $171 for the
  same period in 1996. This increase is primarily attributable to general
  increases in utility rates during 1997 and in the last nine months of 1996.

  Real estate taxes increased by $330,000, or 29%, primarily due to the
  development of additional apartment communities in the last three quarters of
  1996. On a weighted average per unit, per month basis, real estate taxes
  increased by $4, to $36 for the three months ended March 31, 1997 as compared
  to $32 for the same period in 1996. This increase is primarily due to
  increases in property taxes at certain properties for the tax year commencing
  July 1, 1996. In Nevada, properties are assessed at their value as of July 1
  of each year and, therefore, properties that are under development as of that
  date are not assessed on their full value until July 1 of the following year.

<PAGE>   9

  "SAME STORE" PORTFOLIO: The following table presents a comparison of the
  operating results for the three months ended March 31, 1997 as compared to the
  three months ended March 31, 1996 for the properties that the Company owned as
  of December 31, 1995, consisting of 40 apartment communities, containing
  10,959 apartment units:

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                                   MARCH 31,
                                         -----------------------------
                                           1997       1996    % CHANGE
                                         -------     -------  --------
                                            (Dollars in thousands)
<S>                                      <C>         <C>         <C> 
Rental income                            $19,801     $19,039       4%
Other income                                 668         526      27%
                                         -------     -------     ---
    Total income                          20,469      19,565       5%
                                         -------     -------     ---

Property operating and maintenance         5,609       5,531       1%

Real estate taxes                          1,148       1,100       4%
                                         -------     -------     ---
   Total property operating expense        6,757       6,631       2%
                                         -------     -------     ---
   Property net operating income,
       before interest expense,
       depreciation and amortization     $13,712     $12,934       6%
                                         =======     =======     ===
</TABLE>


  The increase in rental income of $762,000, or 4%, was primarily due to an
  increase in average rental rates.

  Other income increased by $142,000, or 27%, as a result of an increase in fees
  unrelated to rent such as nonrefundable security deposits, application and
  cleaning fees and late fees.

  The increase in property operating and maintenance expenses of $78,000, or 1%,
  was due primarily to increased utility costs of $106,000, which were partially
  offset by decreases in other operating expenses of $28,000.

  Real estate taxes increased by $48,000, or 4%, primarily due to the
  re-assessment of certain communities by the taxing authorities.


  LIQUIDITY AND CAPITAL RESOURCES

  Net cash provided by operating activities increased by $5,133,000 from
  $6,135,000 in the three months ended March 31, 1996 to $11,268,000 in the
  three months ended March 31, 1997, primarily due to increases in rental income
  from additional properties developed subsequent to March 31, 1996, and as a
  result of an increase in accounts payable and accrued expenses, partially
  offset by an increase in deferred costs and other assets.

  Net cash used in investing activities decreased by $26,409,000 from
  $40,170,000 in the three months ended March 31, 1996 to $13,761,000 in the
  three months ended March 31, 1997. During the three months ended March 31,
  1996, the Company had 13 properties under construction, containing 3,778
  apartment units, of which 272 units were completed during the period. During
  the three months ended March 31, 1997, the Company had seven communities under
  construction (including a 321 unit apartment community being developed as part
  of a joint venture agreement), comprising 2,559 units in three markets, Las
  Vegas, Reno and Denver. The estimated total investment upon completion of the



<PAGE>   10
  1,897 units scheduled to be completed in 1997 is $149,800,000. The estimated
  total investment for the remaining 662 apartment units will be finalized prior
  to the commencement of construction.

  The Company funds its development activities through a combination of working
  capital, construction loans and credit facility debt. At March 31, 1997, the
  Company had available borrowing capacity under the credit facility of
  $101,764,000.

  Net cash provided by financing activities decreased by $25,777,000 from
  $28,148,000 in the three months ended March 31, 1996 to $2,371,000 in the 
  three months ended March 31, 1997, primarily as a result of lower proceeds 
  from the issuance of debt in 1997 as compared to 1996.

  The Company anticipates meeting its short-term liquidity requirements through
  a combination of cash flow retained for investment purposes, cash available
  from its credit facility and construction loans plus additional long-term
  borrowings. The Company believes that its net cash provided by operations will
  be adequate to meet its operating requirements and to pay dividends in
  accordance with Real Estate Investment Trust ("REIT") requirements.

  The Company expects to meet its long-term liquidity requirements, such as
  funds for property acquisition and development activity and the repayment of
  debt, through new long-term borrowings and the issuance of additional debt
  securities or equity securities. In addition, the Company has a shelf
  registration statement with the Securities and Exchange Commission which
  covers up to an aggregate of $250,000,000 of debt securities, preferred stock,
  depositary stock, common stock and warrants to purchase common stock and
  preferred stock which the Company may issue from time to time.


  CAPITAL EXPENDITURES

  The Company capitalizes the direct and indirect cost of expenditures for the
  acquisition or development of apartment communities and replacements and
  improvements. Non-revenue generating capital expenditures are those
  replacements which recur on a regular basis, but which have estimated useful
  lives of more than one year, such as roofing, heating, ventilation and air
  conditioning and exterior repainting. Revenue-generating expenditures are
  those improvements which enhance the communities net operating income
  generating capabilities either through increased rental rates or reduced
  operating expenses.

  During 1995, the Company implemented its customer focused brand name operating
  strategy. The process required many on-site improvements, including the
  changing of property signage (which includes the Oasis name and logo) and was
  completed in 1996. These costs are considered revenue-generating capital
  expenditures in that the Company believes that the Oasis brand name enhances
  the Company's ability to attract new residents, retain existing residents,
  gain additional resident referrals, and retain more residents transferring
  from one Oasis community to another.

  At newly acquired communities, the Company often finds it necessary to upgrade
  the physical appearance of the properties and to complete maintenance and
  repair work which had been deferred by prior owners. These activities often
  result in heavier capital expenditures in the early years of Company
  ownership. Some of these expenditures which would normally be considered
  non-revenue generating capital expenditures or expensed items are classified
  as revenue-generating expenditures when carpet and appliances are replaced and
  the community is substantially upgraded to meet the image and quality
  standards represented by the Oasis brand name. Upon completion of the
  rehabilitation process, normal recurring capital expenditures such as carpet
  and appliances are expensed as incurred.

  Interest, real estate taxes, and other carrying costs incurred during the
  development period of communities under construction are capitalized and, upon
  completion of the project, depreciated over the lives of the project.


<PAGE>   11

  INFLATION

  The Company leases apartments to its residents under lease terms generally
  ranging from six to twelve months. Management believes that the short-term
  lease contracts lessen the impact of inflation by giving the Company the
  ability to adjust rental rates to market levels as leases expire. The impact
  of recent low rates of inflation have not been significant to the Company's
  operations, except for the positive effects that low inflation has had on
  reducing the Company's interest cost. Inflation, inflationary expectations and
  their effects on interest rates may affect the Company in the future by
  changing the underlying value of the Company's real estate assets or by
  affecting the Company's costs of financing operations.


  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

  In 1997, the Financial Accounting Standards Board issued Statement of
  Financial Accounting Standards No. 128, "Earnings Per Share". This statement
  is effective for financial statements for both interim and annual periods
  ending after December 15, 1997. Management believes that the adoption of
  Standard No. 128 will not have a material effect on its earnings per share
  amounts.

<PAGE>   12
 The following table sets forth certain information with respect to debt at 
 March 31, 1997. As of that date, 8,632 of the Company's operating apartment
 units and the commercial properties were unencumbered:


<TABLE>
<CAPTION>
                                   ENCUMBERED             NUMBER OF                     INTEREST           BALANCE AT
        LENDER                     COMMUNITIES              UNITS      MATURITY           RATE            MARCH 31, 1997
   ------------------        -------------------------   ----------  -----------     --------------      ----------------
                                                                                                          (IN THOUSANDS)
<S>                          <C>                          <C>         <C>           <C>                  <C>
CREDIT FACILITY DEBT
   Wells Fargo Bank          Unsecured                                 09/97(1)       LIBOR + 1.25%      $        98,236
                                                                                                         ---------------
NOTES PAYABLE
   5 year notes payable      Unsecured                                 11/01              6.75%                   50,000
   7 year notes payable      Unsecured                                 11/03              7.00%                   50,000
   10 year notes payable     Unsecured                                 11/06              7.25%                   50,000
                                                                                                         ---------------
                                                                                                                 150,000(2)
                                                                                                         ---------------
MORTGAGE NOTES PAYABLE
   Lutheran Brotherhood      Oasis Club                        320     10/98              6.90%                    9,031
   Teachers Insurance        Oasis Del Mar                     560     12/02              8.46%                   21,665
   FNMA-MBS                  Oasis Greens                      432     08/01              8.63%                   12,000
   FNMA                      Oasis Hills                       184     10/03              7.50%                    2,623  
   FNMA                      Oasis Landing                     144     10/03              7.50%                    3,956  
   Allstate                  Oasis Paradise I                  368     04/08              7.10%                   15,762  
   FNMA-MBS                  Oasis Plaza                       300     08/01              8.63%                    6,000  
   FNMA                      Oasis Rainbow                     232     10/03              7.50%                    6,366  
   FNMA                      Oasis Topaz                       270     12/01              9.50%                    6,520  
   FNMA                      Oasis Vintage I                   336     10/03              7.50%                   10,916  
   Teachers Insurance        Various (3)                     1,068     12/05              8.13%                   39,850  
                                                         ---------                                       ---------------
                                                             4,214                                               134,689
                                                         ---------                                       ---------------
TAX-EXEMPT BONDS
   Bonds                     Oasis Park                        224     01/26              7.29%(4)                 7,651
   Bonds                     Oasis Wexford                     358     11/25              6.45%                   15,974
                                                         ---------                                       ---------------
                                                               582                                                23,625
                                                         ---------                                       ---------------
     Subtotal                                            $   4,796                                       $       406,550
                                                         =========                                       ===============
Unamortized discount on
  notes payable                                                                                                     (209)
                                                         ---------                                       ---------------
   Total                                                     4,796                                               406,341
                                                         =========                                       ===============
</TABLE>

(1)      The Company has the option to extend the maturity of the credit 
         facility for one additional year.

(2)      $149,791 net after discount.

(3)      Communities collateralized are Oasis Bel Air, Oasis Canyon, Oasis Rose,
         and Oasis Trails.

(4)      $1,090 of the outstanding balance is taxable.


<PAGE>   13
   CALCULATION OF FUNDS FROM OPERATIONS AND FUNDS AVAILABLE FOR DISTRIBUTION:

   The Company considers Funds from Operations ("FFO") to be an appropriate
   measure of performance of an equity REIT. FFO, as defined by the National
   Association of Real Estate Investment Trusts ("NAREIT"), is defined as income
   before gains (losses) on investments and extraordinary items (computed in
   accordance with generally accepted accounting principles), plus real estate
   depreciation and after adjustments for significant non-recurring items, if
   any. Funds Available for Distribution ("FAD") is defined as FFO less
   non-revenue generating capital expenditures and includes an "addback" to net
   income for the amortization of deferred financing costs and depreciation of
   non-real estate assets and other amortization. The Company believes that to
   facilitate a clear understanding of the Company's operating results, FFO and
   FAD should be examined in conjunction with net income and should not be
   considered as alternatives to net income as an indication of the Company's
   operating performance or as alternatives to cash flow as a measure of
   liquidity.

     The following table presents the calculation of FFO and FAD:

<TABLE>
<CAPTION>
                                                         THREE MONTHS
                                                             ENDED
                                                        MARCH 31, 1997
                                                     ---------------------
                                                    (Dollars in thousands)
<S>                                                        <C>     
CALCULATION OF FUNDS FROM OPERATIONS
Net income                                                 $  7,125
Depreciation on real estate assets                            4,452
                                                           --------

                    FUNDS FROM OPERATIONS                  $ 11,577
                                                           ========

COMPUTATION OF FUNDS AVAILABLE FOR DISTRIBUTION
Funds from Operations                                      $ 11,577
      Add:
           Amortization of deferred financing costs             268
           Depreciation of non-real estate assets                75
           Other amortization                                     3
     Less:
           Non-revenue generating capital expenditures         (781)
                                                           --------
                    FUNDS AVAILABLE FOR DISTRIBUTION       $ 11,142
                                                           ========
</TABLE>


NOTES TO CALCULATION OF FFO AND FAD

1        The Company generally expenses most recurring non-revenue generating
         property expenditures, including carpet and appliance replacements,
         except for certain expenditures on acquisition properties where major
         improvements are required to bring the property up to the operating
         standards of the Oasis portfolio.

2        Non-revenue generating capital expenditures at the communities consist
         of replacements and equipment additions that do not enhance the revenue
         generating capabilities of the communities.

3        Non-revenue generating capital expenditures at the corporate office
         consist primarily of computer and office equipment additions.


<PAGE>   14

  PART II  - OTHER INFORMATION

  Item 1.         Legal Proceedings
                  None

  Item 2.         Changes in Securities
                  None

  Item 3.         Defaults upon Senior Securities
                  None

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

  Item 5.         Other Information
                  None

  Item 6.         Exhibits and Reports on Form 8-K
                  None

<PAGE>   15
                                   SIGNATURES

  Pursuant to the requirements 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.

  OASIS RESIDENTIAL, INC.

         /s/ Scott S. Ingraham
  -----------------------------------                               5-13-97
         Scott S. Ingraham
         President and Chief Operating Officer




         /s/ John M. Clayton
  -----------------------------------                               5-13-97
         John M. Clayton
         Senior Vice President and Chief Financial Officer
         (Principal Financial Officer)




         /s/ Marianne K. Aguiar
  -----------------------------------                               5-13-97
         Marianne K. Aguiar
         Vice President and Controller 
         (Principal Accounting Officer)