<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 September 30, 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 
of incorporation or organization)                       Identification 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
                                      -----      -----


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

            Class                  Shares Outstanding            Date
-------------------------------    ------------------     -----------------
Common Stock, $0. 01 par value         16,239,207         November 13, 1997


<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 September 30, 1997    
                    and December 31, 1996                                         3
                                                                          
                  Consolidated Statements of Operations for the Three and        
                    Nine Months Ended September 30, 1997 and 1996                 4 
          
                                                                          
                  Consolidated Statements of Cash Flows for the Nine      
                    Months Ended September 30, 1997 and 1996                      5
                                                                          
                  Notes to Consolidated Financial Statements                      6

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                          7-12

PART II - OTHER INFORMATION                                                      14

Signatures                                                                       15

</TABLE>


                                       2

<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>

                                     ASSETS
                                                                      September 30,     December 31,
                                                                          1997             1996
                                                                      -------------     ------------
                                                                      (Unaudited)
<S>                                                                   <C>                 <C>
Real estate assets:
   Land                                                                 $102,753          $ 93,484 
   Buildings and improvements                                            635,792           552,500
   Furniture and fixtures                                                 45,123            39,515
                                                                        --------          --------
                                                                         783,668           685,499
   Less accumulated depreciation                                          66,715            53,049
                                                                        --------          --------
                                                                         716,953           632,450
   Land held for development                                               3,997             3,766
   Construction in progress                                               57,347           109,202
                                                                        --------          --------
        Net real estate assets                                           778,297           745,418
   Cash and cash equivalents                                               9,216             3,397
   Restricted cash                                                         2,615             2,976
   Investment in and advances to joint venture                             8,579             9,574
   Deposit/acquisition costs on real estate assets                         2,840             2,000
   Deferred costs and other assets (net of accumulated 
    amortization of $2,614 and $1,802 at September 30, 1997
    and December 31, 1996, respectively)                                  12,025            11,408
                                                                        --------          --------
       Total assets                                                     $813,572          $774,773
                                                                        ========          ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Debt                                                                 $439,477          $394,274
   Resident deposits and prepaid rent                                      2,782             2,066
   Accounts payable and accrued expenses                                   7,749             6,221
                                                                        --------          --------
       Total liabilities                                                 450,008           402,561
                                                                        --------          --------

Commitments (Note 2)

Stockholders' equity:
   Preferred stock, $2.25 Series A Cumulative Convertible,                                   
     $.01 par value, liquidation preference $25 per share,
     15,000,000 shares authorized, 4,165,000 shares issued
     and outstanding at September 30, 1997 and December 31, 1996              42                42
   Common stock, $.01 par value, 100,000,000 shares authorized, 
     16,239,207 and 16,237,646 shares issued and outstanding 
     at September 30, 1997 and December 31, 1996, respectively               162               162
   Paid-in capital                                                       386,947           386,910
   Distributions in excess of net income                                 (23,587)          (14,902)
                                                                        --------          --------
       Total stockholders' equity                                        363,564           372,212
                                                                        --------          --------
       Total liabilities and stockholders' equity                       $813,572          $774,773
                                                                        ========          ========
</TABLE>


                 See notes to consolidated financial statements



                                       3


<PAGE>   4
                           OASIS RESIDENTIAL, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                 Three months ended                     Nine months ended
                                                                    September 30,                         September 30,
                                                             ---------------------------           ---------------------------
                                                                1997             1996                 1997             1996
                                                             ----------       ----------           ----------       ----------
<S>                                                          <C>              <C>                  <C>               <C>      
Revenue:
   Rental income                                             $   28,476       $   24,043           $   81,399        $  67,526
   Other income                                                   1,143              832                3,115            2,308
                                                             ----------       ----------           ----------        ---------
     Total revenue                                               29,619           24,875               84,514           69,834
                                                             ----------       ----------           ----------        ---------
Expenses:
   Property operating and maintenance                             8,893            7,333               23,926           20,109
   General and administrative                                       888              881                2,743            2,514
   Real estate taxes                                              1,613            1,363                4,488            3,748
   Interest                                                       7,130            3,954               18,422           10,276
   Interest, non-cash (loan fees and costs)                         268              276                  803              846
   Depreciation and amortization                                  4,664            3,964               13,745           11,225
                                                             ----------       ----------           ----------        ---------
     Total expenses                                              23,456           17,771               64,127           48,718
                                                             ----------       ----------           ----------        ---------
Net income                                                        6,163            7,104               20,387           21,116
Less preferred dividend requirement                               2,343            2,343                7,029            7,029
                                                             ----------       ----------           ----------        ---------
Earnings available for common stockholders                   $    3,820       $    4,761           $   13,358        $  14,087
                                                             ==========       ==========           ==========        =========
Per share amounts:
   Earnings available for common stockholders                $     0.24       $     0.29           $     0.82        $    0.87
                                                             ==========       ==========           ==========        =========
   Dividends declared per common share                       $   0.4525       $   0.4350           $   1.3575        $    1.31
                                                             ==========       ==========           ==========        =========
Weighted average number of common
   shares outstanding                                        16,238,556       16,237,646           16,238,035       16,237,646
                                                             ==========       ==========           ==========       ==========
</TABLE>





                 See notes to consolidated financial statements



                                       4



<PAGE>   5
                           OASIS RESIDENTIAL, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Dollars in thousands)
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                            Nine months ended
                                                                              September 30,
                                                                        -------------------------
                                                                          1997            1996
                                                                        --------        ---------
<S>                                                                     <C>             <C>   
Cash flows from operating activities:
   Net income                                                           $ 20,387        $  21,116
   Adjustments to reconcile net income to net 
     cash provided by operating activities:
       Depreciation and amortization                                      13,745           11,225
       Amortization of discount on notes payable                              16               --
       Interest, non-cash (loan fees and costs)                              803              846
       Changes in assets and liabilities:
         Deferred costs and other assets                                  (1,271)             452
         Resident deposits and prepaid rent                                  716              487
         Accounts payable and accrued expenses                             1,528             (676)
                                                                       ---------        ---------
           Net cash provided by operating activities                      35,924           33,450
                                                                       ---------        ---------

Cash flows from investing activities:
   Purchase of real estate assets                                        (10,955)              -- 
   Improvements to real estate assets                                     (5,479)         (12,224)    
   Construction of real estate assets                                    (36,447)        (109,669)
   Investment in and advances to joint venture                               995               --
   Deposits on real estate assets                                           (840)              --
   Net proceeds from the sale of real estate assets                        6,108               --
                                                                       ---------        ---------
           Net cash used in investing activities                         (46,618)        (121,893)
                                                                       ---------        ---------

Cash flows from financing activities:
   Proceeds from debt                                                     46,500          116,500
   Principal payments on debt                                             (1,313)          (1,460)
   Increase (decrease) in restricted cash                                    361             (723)
   Proceeds from issuance of common stock in connection
       with the dividend reinvestment program                                 37               --
   Cash dividends paid - preferred stock                                  (7,029)          (7,029)
   Cash dividends paid - common stock                                    (22,043)         (21,189)
                                                                        --------        ---------
           Net cash provided by financing activities                      16,513           86,099
                                                                        --------        ---------

           Net decrease in cash and cash equivalents                       5,819           (2,344)
Cash and cash equivalents, beginning                                       3,397            5,970
                                                                        --------        ---------

Cash and cash equivalents, ending                                       $  9,216        $   3,626
                                                                        ========        =========

Supplemental information:

   Cash paid for interest                                               $ 19,847        $  17,528
                                                                        ========        =========
</TABLE>

                 See notes to consolidated financial statements


                                       5

<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 then,
   allocates interest costs associated with loans incurred for the purpose of
   financing 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 development and 
   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 which are
   capitalized.

2. COMMITMENTS

   As of September 30, 1997, the Company was in the development stage or under
   construction on four additional multifamily apartment communities (Oasis
   Bluffs 2, Oasis Harbor 2, Oasis Interlocken and Oasis Lakeway) totaling 1,453
   units in three markets: Las Vegas, Reno and Denver. The Company anticipates
   completing 451 of these apartment units (Oasis Lakeway) in 1997. The
   estimated total investment upon completion of Oasis Lakeway is $38,800. As of
   September 30, 1997, the Company had expended approximately $36,733 in land
   acquisition and development costs on Oasis Lakeway. The estimated total
   investment for the remaining 1,002 units will be finalized prior to the
   commencement of construction. As of September 30, 1997, the Company had
   expended approximately $20,614 in land acquisition and development costs on
   these 1,002 units. 

   The Company has entered into a contract with an unaffiliated third party to
   sell three of its Las Vegas communities consisting of 976 units for a price
   of $53,700. The transaction which includes Oasis Orchid, Oasis Trails and
   Oasis Terrace, is slated to close this year. The transaction will result in a
   gain to the Company of approximately $7,000 and the proceeds will be used to
   paydown the balance on its credit facility. The closing of this transaction
   is subject to certain contingencies and conditions, and therefore, there can
   be no assurance that this transaction will be consummated or that the final
   terms thereof will not differ materially respects from those summarized
   above.

   In October 1997, the Company entered into a contract to purchase a 421 unit
   apartment community in Fullerton, California for approximately $29,000,
   subject to the satisfaction of certain conditions. In accordance with the
   terms of the agreement, the Company made a deposit in the amount of $300 in
   an escrow account.

3. REAL ESTATE DISPOSITION

   On August 18, 1997, the Company completed the sale of the 84 unit Oasis
   Villas community for approximately $6,300, with no material gain or loss
   resulting from the transaction. Net proceeds from this sale were applied
   to repay borrowings under the Company's bank credit facility.

4. CREDIT FACILITY

   On September 25, 1997, the interest rate on the Company's bank credit
   facility was reduced to LIBOR plus 1.15% from LIBOR plus 1.25%. Additionally,
   the Company has exercised its option to extend the maturity of the credit
   facility for one additional year. The new maturity date of the credit
   facility is September 1998. 

5. SUBSEQUENT EVENTS

   On October 23, 1997, the Company completed the acquisition of a managing
   member interest in a limited liability company ("LLC") that owns the 714 unit
   Villa Martinique apartment community in Costa Mesa, California.

                                       6
<PAGE>   7
  In connection with the acquisition, the LLC issued operating LLC units,
  convertible on a 1 for 1 basis into 886,022 shares of the Company's common
  stock. The Company assumed existing tax exempt bond debt of $51,400 issued by
  Orange County, California. The "low floater" bonds mature in 2009 and have an
  interest rate subject to weekly repricing based upon a spread of 125 basis
  points over the seven day tax exempt bond floating rate index. The Company
  also contributed approximately $1,500 in cash for transaction and LLC
  formation costs, thus resulting in a total initial investment by the Company
  of approximately $73,500.
  
  The Company plans to increase its investment in the community, which has been
  renamed Oasis Martinique, by approximately $2,500 in order to fund a capital
  refurbishment program designed to increase net operating income at the
  community. 

  The accounts of the LLC will be included in the consolidated financial
  statements of the Company.

  On October 24, 1997, the Company declared a quarterly dividend for its common
  stock of $0.4525 per share. The dividend is to be paid on November 18, 1997 to
  stockholders of record on November 7, 1997. The Company announced on October
  21, 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 November 17, 1997 to stockholders of record on
  November 3, 1997.

  CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
  PRIVATE SECURITIES 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 and nine months ended September 30, 1997 to the three
  and nine months ended September 30, 1996.

  The weighted average number of apartment units increased by 1,660 and 1,568
  units for the three and nine months ended September 30, 1997, respectively, as
  compared to the same periods in 1996. These increases were the result of
  acquiring 138 apartment units in June 1997, the sale of 104 and 84 apartment
  units in December 1996 and August 1997, respectively, and the development of
  1,617 units since the end of September 1996. The total number of apartment
  units operated as of September 30, 1997 and 1996 were 14,607 and 13,040,
  respectively. The weighted average number of apartment units for each of the
  periods is as follows:

       Three months ended September 30, 1997............... 14,649
       Three months ended September 30, 1996............... 12,989
       Nine months ended September 30, 1997................ 13,986
       Nine months ended September 30, 1996................ 12,418

  For the three months ended September 30, 1997, net income decreased by
  $941,000 over the three months ended September 30, 1996. This decrease was due
  to increases in property operating and maintenance expenses of $1,560,000,
  general and administrative expenses of $7,000, real estate taxes of $250,000,
  interest expense of $3,176,000, and depreciation and amortization of $700,000.
  Offsetting these factors were increased rental and other income of $4,744,000,
  as well as a decrease in interest expense (non-cash), which represents
  amortization of loan fees and costs, of $8,000. The increase in rental and
  other income was primarily due to operating a greater number of apartment
  units during the three months ended September 30, 1997 as compared to the same
  period in 1996, partially offset by an increase in rental concessions. The
  increase in operating expenses was primarily due to operating a greater number
  of apartment units during the three months ended September 30, 1997 as
  compared to the same period in 1996, as well as increases in utility rates,
  property taxes and marketing costs. Turnover costs also increased during the
  quarter as a result of higher turnover due to increased market competition.
  Interest expense has increased due to the completion of several development
  communities since September 30, 1996, resulting in interest costs associated
  with these communities being expensed rather than capitalized. In addition to
  these factors, operating deficits associated with two Las Vegas development
  communities in lease-up, Oasis Gateway and Oasis Pines, negatively impacted
  net income for the third quarter of 1997.

                                       7
<PAGE>   8
  For the nine months ended September 30, 1997, net income decreased by $729,000
  over the nine months ended September 30, 1996. This decrease was due to
  increases in property operating and maintenance expenses of $3,817,000,
  general and administrative expenses of $229,000, real estate taxes of
  $740,000, interest expense of $8,146,000, and depreciation and amortization of
  $2,520,000. Offsetting these factors were increased rental and other income of
  $14,680,000, as well as a decrease in interest expense (non-cash), which
  represents amortization of loan fees and costs, of $43,000. The increase in
  rental and other income was primarily due to operating a greater number of
  apartment units during the nine months ended September 30, 1997 as compared to
  the same period in 1996, which was partially offset by an increase in rental
  concessions. The increase in operating expenses was primarily due to operating
  a greater number of apartment units during the nine months ended September 30,
  1997 as compared to the same period in 1996, as well as increases in utility
  rates, property taxes and marketing costs. Interest expense has increased due
  to the completion of several development communities since September 30, 1996,
  resulting in interest costs associated with these communities being expensed
  rather than capitalized.

  PROPERTY OPERATIONS: The following table presents the Company's results of
  operations for its multifamily apartment communities (excluding commercial
  properties and corporate general and administrative expenses) for the three
  and nine months ended September 30, 1997 and 1996:


<TABLE>
<CAPTION>

                                                   THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                     SEPTEMBER 30,                          SEPTEMBER 30,
                                             --------------------------------      --------------------------------
                                              1997         1996      % CHANGE        1997        1996      % CHANGE    
                                             -------      ------     --------      -------      -------    --------    
                                                (In thousands)                        (In thousands)                   
                                                                                                                       
<S>                                          <C>          <C>          <C>         <C>          <C>        <C>         
Rental income                                $28,311      $23,871          19%     $80,905      $67,039         21%    
Other income                                     995          781          27%       2,768        2,129         30%    
                                             -------      -------      ------      -------      -------     ------     
   Total income                               29,306       24,652          19%      83,673       69,168         21%    
                                             -------      -------      ------      -------      -------     ------     
                                                                                                                       
Property operating and maintenance             8,853        7,303          21%      23,801       19,995         19%    
Real estate taxes                              1,600        1,352          18%       4,454        3,716         20%    
                                             -------      -------      ------      -------      -------     ------     
   Total property operating expenses          10,453        8,655          21%      28,255       23,711         19%    
                                             -------      -------      ------      -------      -------     ------     
   Property net operating income,                                                                                      
       before interest expense,                                                                                        
       depreciation and amortization         $18,853      $15,997          18%     $55,418      $45,457         22%    
                                             =======      =======      ======      =======      =======     ======     
</TABLE>



  Rental income for the three and nine months ended September 30, 1997 increased
  over the same periods in 1996 by $4,440,000 and $13,866,000, respectively,
  primarily due to the acquisition and development of additional apartment
  communities. The weighted average monthly rental income per apartment unit was
  approximately $644 and $643 for the three and nine months ended September 30,
  1997, respectively, as compared to $613 and $600 for the same periods in 1996,
  respectively.

  Other income (consisting primarily of nonrefundable security deposits,
  application and cleaning fees, laundry and vending income) increased by
  $214,000 and $639,000, respectively, for the three and nine months ended
  September 30, 1997, as compared to the same periods in 1996. These increases
  are primarily due to the operation of additional apartment communities in 1997
  as compared to 1996.

  Property operating and maintenance expenses for the three and nine months
  ended September 30, 1997, increased over the same periods in 1996 by
  $1,550,000 and $3,806,000, respectively. On a weighted average per unit, per
  month basis, property operating and maintenance expenses were $201 and $187
  for the three months ended September 30, 1997 and 1996, respectively, and $189
  and $179 for the nine months ended September 30, 1997 and 1996, respectively.
  These increases are primarily attributable to a higher resident turnover rate
  resulting in an increase in turnover costs (painting, cleaning, etc.),
  increases in utility rates, and an increase in marketing costs.

  Real estate taxes increased primarily due to the acquisition and development
  of additional apartment communities since September 1996. On a weighted
  average per unit, per month basis, real estate taxes were $36 and $35 for the
  three months ended September 30, 1997 and 1996, respectively, and $35 and $33
  for the nine months ended September 30, 1997 and 1996, respectively. These
  increases are primarily due to increases in property taxes at certain
  properties for the tax year commencing July 1, 1997. 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.


                                       8

<PAGE>   9
  "SAME STORE" PORTFOLIO: The following table presents a comparison of the
  operating results for the three and nine months ended September 30, 1997 as
  compared to the three and nine months ended September 30, 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                        NINE MONTHS ENDED
                                                    SEPTEMBER 30,                             SEPTEMBER 30,
                                          -----------------------------------      ------------------------------------
                                            1997        1996         % CHANGE        1997         1996         % CHANGE
                                          -------     --------       --------      -------       -------       --------
                                         (Dollars in thousands)                    (Dollars in thousands)

<S>                                       <C>          <C>           <C>           <C>           <C>           <C>
  Rental income                           $19,876      $19,426             2%      $59,578       $57,603             3%
  Other income                                760          648            17%        2,122         1,764            20%
                                          -------      -------        ------       -------       -------        ------
      Total income                         20,636       20,074             3%       61,700        59,367             4%
                                          -------      -------        ------       -------       -------        ------

  Property operating and maintenance        6,342        5,945             7%       17,698        17,055             4%
  Real estate taxes                         1,218        1,156             5%        3,516         3,377             4%
                                          -------      -------        ------       -------       -------        ------
    Total property operating expense        7,560        7,101             6%       21,214        20,432             4%
                                          -------      -------        ------       -------       -------        ------
    Property net operating income,
        before interest expense,
        depreciation and
        amortization                      $13,076      $12,973             1%      $40,486       $38,935             4%
                                          =======      =======        ======       =======       =======        ======

</TABLE>


  Rental income for the three and nine months ended September 30, 1997 increased
  over the same periods in 1996 by $450,000 and $1,975,000, respectively. These
  increases are primarily due to an increase in average rental rates. The
  weighted average monthly rental income per apartment unit was approximately
  $605 and $604 for the three and nine months ended September 30, 1997, as
  compared to $591 and $584 for the same periods in 1996, respectively.

  Other income increased by $112,000 and $358,000 for the three and nine months
  ended September 30, 1997, respectively, as compared to the same periods in
  1996. These increases are a result of an increase in fees unrelated to rent
  such as nonrefundable security deposits, application and cleaning fees and
  late fees.

  Property operating and maintenance expenses increased by $397,000 and $643,000
  for the three and nine months ended September 30, 1997, respectively. These
  increases are primarily attributable to a higher resident turnover rate
  resulting in an increase in turnover costs (painting, cleaning, etc.),
  increases in utility rates, and an increase in marketing costs.

  Real estate taxes increased by $62,000 and $139,000 for the three and nine
  months ended September 30, 1997, respectively, as compared to the same periods
  in 1996, primarily due to the reassessment of certain apartment communities by
  the taxing authorities.


  LIQUIDITY AND CAPITAL RESOURCES

  Net cash provided by operating activities increased by $2,474,000 from
  $33,450,000 in the nine months ended September 30, 1996 to $35,924,000 in the
  nine months ended September 30, 1997, primarily due to an increase in net
  operating income (defined as net income plus an addback for depreciation
  expense and interest expense, non cash), an increase in accounts payable and 
  accrued expenses, and an increase in resident deposits and prepaid rents, 
  partially offset by an increase in deferred costs and other assets.

  Net cash used in investing activities decreased by $75,275,000 from
  $121,893,000 in the nine months ended September 30, 1996 to $46,618,000 in the
  nine months ended September 30, 1997. During the nine months ended September
  30, 1996, the Company had 13 properties under construction, containing 3,786
  apartment units, of which 1,197 units were completed during the period. During
  the nine months ended September 30, 1997, the Company had seven communities


                                       9

<PAGE>   10
  under construction (excluding Oasis Denver West, a 321 unit apartment
  community, developed as part of a joint venture agreement), comprising 2,578
  units in three markets (Las Vegas, Reno and Denver), of which 1,125 units were
  completed during the period. The Company anticipates completing an additional
  451 of these apartment units in 1997. The estimated total investment upon
  completion of the 451 units is $38,800,000. The estimated total investment for
  the remaining 1,002 apartment units will be finalized prior to the
  commencement of construction.

  The Company funds its development activities through a combination of working
  capital and credit facility debt. At September 30, 1997, the Company had
  available borrowing capacity under the credit facility of $67,764,000.

  Net cash provided by financing activities decreased by $69,586,000 from
  $86,099,000 in the nine months ended September 30, 1996 to $16,513,000 in the
  nine months ended September 30, 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 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, the issuance of additional debt
  securities or equity securities and net proceeds from asset sales. 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.

  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 until the community is substantially
  upgraded to meet the image and quality standards represented by the Oasis
  brand name. Upon completion of the rehabilitation process, which takes place
  as units turn over, normal recurring capital expenditures such as those made
  for 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 related assets.


  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.



                                       10



<PAGE>   11

  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

  In 1997, the Financial Accounting Standards Board (FASB) issued Statements of
  Financial Accounting Standards (SFAS) No. 128 "Earnings Per Share" and No. 129
  "Disclosure of Information about Capital Structure." These statements are
  effective for fiscal years ending after December 15, 1997. The FASB also
  issued SFAS No. 130 "Reporting Comprehensive Income" and No. 131 "Disclosures
  about Segments of an Enterprise and Related Information." These statements are
  effective for fiscal years beginning after December 15, 1997. Management
  believes that the adoption of SFAS Nos. 128, 129, 130 and 131 will not have a
  material effect on its earnings per share amounts, financial position or
  results of operations.



                                       11



<PAGE>   12
The following table sets forth certain information with respect to debt at
September 30, 1997. As of September 30, 1997, the Company had 9,811 apartment 
units or 67% of the total apartment units plus its headquarters in the 
commercial center that were unencumbered:


<TABLE>
<CAPTION>

                               ENCUMBERED             NUMBER                    INTEREST                 BALANCE
      LENDER                  COMMUNITIES            OF UNITS    MATURITY         RATE              SEPTEMBER 30, 1997
 -----------------            -----------            --------    --------    ---------------        ------------------
                                                                                                      (IN THOUSANDS)
<S>                            <C>                   <C>         <C>          <C>                   <C>
CREDIT FACILITY DEBT
--------------------
   Wells Fargo Bank            Unsecured                          09/98       LIBOR + 1.15%(1)           $  132,236
                                                                                                         ----------

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%                       8,974
   Teachers Insurance          Oasis Del Mar              560     12/02           8.46%                      21,532
   FNMA-MBS                    Oasis Greens               432     08/01           8.63%                      12,000
   FNMA                        Oasis Hills                184     10/03           7.50%                       2,608
   FNMA                        Oasis Landing              144     10/03           7.50%                       3,934
   Allstate                    Oasis Paradise I           368     04/08           7.10%                      15,643
   FNMA-MBS                    Oasis Plaza                300     08/01           8.63%                       6,000
   FNMA                        Oasis Rainbow              232     10/03           7.50%                       6,331
   FNMA                        Oasis Topaz                270     12/01           9.50%                       6,477
   FNMA                        Oasis Vintage I            336     10/03           7.50%                      10,855
   Teachers Insurance          Various (3)              1,068     12/05           8.13%                      39,590
                                                     --------                                            ----------
                                                        4,214                                               133,944
                                                     --------                                            ----------

TAX-EXEMPT BONDS
----------------
   Bonds                       Oasis Park                 224     01/26           7.29%                       7,613 (4)
   Bonds                       Oasis Wexford              358     11/25           6.45%                      15,882
                                                     --------                                            ----------
                                                          582                                                23,495
                                                     --------                                            ----------
           Subtotal                                     4,796                                               439,675
                                                     --------                                            ----------
Unamortized discount on
  notes payable                                                                                                (198)
                                                     --------                                            ----------
               Total                                    4,796                                            $  439,477
                                                     ========                                            ==========
</TABLE>

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

(1) Beginning September 25, 1997, the rate on the credit facility debt was 
    reduced to LIBOR + 1.15% from LIBOR +1.25%.

(2) $149,802 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.




                                       12


<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"), consists of 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            NINE MONTHS               
                                                                             ENDED                  ENDED                  
                                                                      SEPTEMBER 30, 1997     SEPTEMBER 30, 1997            
                                                                      ------------------     ------------------            
                                                                                (Dollars in thousands)                     
     <S>                                                                    <C>                    <C>                     
     Calculation of Funds from Operations                                                                                  
                                                                                                                           
     Net income                                                             $ 6,163                $20,387                 
     Depreciation on real estate assets                                                                                    
                                                                              4,581                 13,504                 
                                                                            -------                -------                 
                                                                                                                           
                            FUNDS FROM OPERATIONS                           $10,744                $33,891                 
                                                                            =======                =======                 
                                                                                                                           
     Computation of Funds Available for Distribution                                                                       
                                                                                                                           
     Funds from Operations                                                  $10,744                $33,891                 
           Add:                                                                                                            
                Amortization of deferred financing costs                        268                    803                 
                Depreciation of non-real estate assets                           80                    232                 
                Other amortization                                                3                      9                 
          Less:                                                                                                            
                Non-revenue generating capital expenditures                     828                  2,410                 
                                                                            -------                -------                 
                            FUNDS AVAILABLE FOR DISTRIBUTION                $10,267                $32,525                 
                                                                            =======                =======                 
</TABLE>




NOTES TO CALCULATION OF FUNDS FROM OPERATIONS AND FUNDS AVAILABLE FOR
DISTRIBUTION 

(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 with estimated useful lives greater
    than one year 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.





                                       13


<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                                                    

  Exhibit
    No.
  -------

  10.88      Fifth Modification Agreement to the Amended and Restated
             Credit Agreement among the Company, The Lenders, named
             therein, Wells Fargo Bank as Administrative Agent, and Morgan
             Guaranty Trust Company of New York and Bank One, Arizona,
             N.A., dated as of September 25, 1997.

  27         Financial Data Schedule.


                                       14



<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
  --------------------------------------                     11-13-97
  Scott S. Ingraham
  President and Chief Operating Officer


  /s/ JOHN M. CLAYTON
  --------------------------------------                     11-13-97
  John M. Clayton
  Senior Vice President and Chief 
  Financial Officer
  (Principal Financial Officer)

  /s/ MARIANNE K. AGUIAR
  --------------------------------------                     11-13-97
  Marianne K. Aguiar
  Vice President and Controller
 (Principal Accounting Officer)






                                       15


<PAGE>   16
                               Index to Exhibits


  Exhibit
    No.                           Description
  -------                         -----------

  10.88      Fifth Modification Agreement to the Amended and Restated
             Credit Agreement among the Company, The Lenders, named
             therein, Wells Fargo Bank as Administrative Agent, and Morgan
             Guaranty Trust Company of New York and Bank One, Arizona,
             N.A., dated as of September 25, 1997.

  27         Financial Data Schedule.