<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------

                                   FORM 10-Q
                                  ------------

(Mark One)

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

     For the quarterly period ended March 31, 1997. . . . . . . . . . . . . .

                                       OR

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

     For the transition period from _______________ to _______________

                              COMMISSION FILE NO.
                                    0-14105
                                  ------------

                        MURRAY INCOME PROPERTIES I, LTD.
             (Exact Name of Registrant as Specified in its Charter)


               TEXAS                                 75-1946214
   (State or Other Jurisdiction of                (I.R.S. Employer
    Incorporation or Organization)               Identification No.)

5550 LBJ FREEWAY, SUITE 675, DALLAS, TEXAS             75240
(Address of principal executive offices)             (Zip Code)

                                 (972) 991-9090
               Registrant's Telephone Number, including Area Code

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                      Yes     X               No
                                          ---------              ---------



<PAGE>   2
MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         March 31,      December 31,
                                                           1997            1996
                                                       ------------    ------------
                                                       (unaudited)
<S>                                                    <C>             <C>         
ASSETS

Investment properties, at cost
   Land                                                $  6,232,801    $  6,232,801
   Buildings and improvements                            20,293,648      20,268,559
                                                       ------------    ------------
                                                         26,526,449      26,501,360
   Less accumulated depreciation                          9,142,098       8,929,957
                                                       ------------    ------------
     Net investment properties                           17,384,351      17,571,403
Cash and cash equivalents                                 1,367,041       1,417,536
Accounts and notes receivable,
   net of allowance of $7,283 and
   $7,283, in 1997 and 1996, respectively                   825,839         727,269
Other assets, at cost, net of accumulated
   amortization of $455,972 and $437,800
   in 1997 and 1996, respectively                           252,154         277,723
                                                       ------------    ------------
                                                       $ 19,829,385    $ 19,993,931
                                                       ============    ============


LIABILITIES AND PARTNERS' EQUITY

Accounts payable                                       $     26,597    $     25,301
Accrued property taxes                                      112,205         193,937
Security deposits                                           213,043         205,793
                                                       ------------    ------------
          Total liabilities                                 351,845         425,031
                                                       ------------    ------------

Minority interest in joint venture                        1,455,738       1,468,518
                                                       ------------    ------------

Partners' equity:
   General Partners:
     Capital contributions                                    1,000           1,000
     Cumulative net earnings                                200,791         194,802
     Cumulative cash distributions                         (340,911)       (333,350)
                                                       ------------    ------------
                                                           (139,120)       (137,548)
                                                       ------------    ------------

   Limited Partners (28,227 Interests):
     Capital contributions, net of offering costs        24,570,092      24,570,092
     Cumulative net earnings                             10,295,552      10,002,076
     Cumulative cash distributions                      (16,704,722)    (16,334,238)
                                                       ------------    ------------
                                                         18,160,922      18,237,930
                                                       ------------    ------------
          Total partners' equity                         18,021,802      18,100,382
                                                       ------------    ------------
                                                       $ 19,829,385    $ 19,993,931
                                                       ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       2

<PAGE>   3



MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
CONSOLIDATED STATEMENTS OF EARNINGS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                              Three Months Ended
                                                   March 31,
                                              -------------------
                                                1997       1996
                                              --------   --------
<S>                                           <C>        <C>     
Income:
   Rental                                     $830,953   $762,193
   Interest                                     19,038     17,939
                                              --------   --------
                                               849,991    780,132
                                              --------   --------

Expenses:
   Depreciation                                212,141    210,721
   Property operating                          200,576    182,265
   General and administrative                   99,589     95,804
   Bad debts, net                                  -0-      3,825
                                              --------   --------
                                               512,306    492,615
                                              --------   --------

          Earnings before minority interest    337,685    287,517

   Minority interest in joint venture's
     earnings                                   38,220     35,095
                                              --------   --------
          Net earnings                        $299,465   $252,422
                                              ========   ========

Earnings per limited partnership interest     $  10.40   $   8.76
                                              ========   ========
</TABLE>


See accompanying notes to consolidated financial statements.



                                       3

<PAGE>   4
MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        General        Limited
                                       Partners        Partners          Total
                                     ------------    ------------    ------------

Three months ended March 31, 1996:

<S>                                  <C>             <C>             <C>         
   Balance at December 31, 1995      $   (126,844)   $ 18,762,421    $ 18,635,577
   Net earnings                             5,048         247,374         252,422
   Cash distributions                      (7,201)       (352,837)       (360,038)
                                     ------------    ------------    ------------
   Balance at March 31, 1996         $   (128,997)   $ 18,656,958    $ 18,527,961
                                     ============    ============    ============


Three months ended March 31, 1997:

   Balance at December 31, 1996      $   (137,548)   $ 18,237,930    $ 18,100,382
   Net earnings                             5,989         293,476         299,465
   Cash distributions                      (7,561)       (370,484)       (378,045)
                                     ------------    ------------    ------------
   Balance at March 31, 1997         $   (139,120)   $ 18,160,922    $ 18,021,802
                                     ============    ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.



                                       4

<PAGE>   5
MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                March 31,
                                                           1997            1996
                                                        -----------    -----------
<S>                                                     <C>            <C>        
Cash flows from operating activities:
   Net earnings                                         $   299,465    $   252,422
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Bad debts, net                                           -0-          3,825
       Depreciation                                         212,141        210,721
       Amortization of other assets                          18,172         16,184
       Minority interest in joint venture's earnings         38,220         35,095
       Change in assets and liabilities:
         Accounts and notes receivable                      (98,570)       (99,935)
         Other assets                                         7,397        (17,623)
         Accounts payable                                     1,296         (1,533)
         Accrued property taxes and security deposits       (74,482)       (90,672)
                                                        -----------    -----------
           Net cash provided by operating activities        403,639        308,484
                                                        -----------    -----------

Cash flows from investing activities-
   Additions to investment properties                       (25,089)       (10,557)
                                                        -----------    -----------

Cash flows from financing activities:
   Distributions to minority interest in
     joint venture                                          (51,000)       (45,450)
   Cash distributions                                      (378,045)      (360,038)
                                                        -----------    -----------
           Net cash used in financing activities           (429,045)      (405,488)
                                                        -----------    -----------

Net decrease in cash and cash equivalents                   (50,495)      (107,561)

Cash and cash equivalents at beginning of period          1,417,536      1,325,197
                                                        -----------    -----------

Cash and cash equivalents at end of period              $ 1,367,041    $ 1,217,636
                                                        ===========    ===========
</TABLE>



See accompanying notes to consolidated financial statements.

                                       5

<PAGE>   6
MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
--------------------------------------------------------------------------------

1.  BASIS OF ACCOUNTING

   The consolidated financial statements include the accounts of the
Partnership and Tower Place Joint Venture (85% owned by the Partnership). All
significant intercompany balances and transactions have been eliminated in
consolidation.

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

   Rental income is recognized as earned under the leases. Accordingly, the
Partnership accrues rental income for the full period of occupancy using the
straight line method over the related terms. At March 31, 1997 and December 31,
1996, $507,437 and $506,148, respectively, of accounts receivable related to
such accruals.

   Other assets consist primarily of deferred leasing costs which are amortized
using the straight line method over the lives of the related leases.

   Depreciation is provided over the estimated useful lives of the respective
assets using the straight line method. The estimated useful lives of the
buildings and improvements range from three to twenty-five years.

   Effective January 1, 1995, the Partnership implemented Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed Of," (SFAS 121) which
established the method of accounting for rental property when circumstances
indicate that the carrying amount of an asset may not be recoverable. The
Partnership periodically reevaluates the propriety of the carrying amounts of
investment properties to determine whether current events and circumstances
warrant an adjustment to such carrying amounts. Such evaluations are performed
utilizing annual appraisals performed by independent appraisers as well as
internally developed estimates of expected undiscounted future cash flows. In
the event the carrying value of an individual property exceeds expected future
undiscounted cash flows, the property is written down to the most recently
appraised value. Since inception of the Partnership, none of the Partnership's
properties have required write downs.

   No provision for income taxes has been made as the liabilities for such
taxes are those of the individual Partners rather than the Partnership. The
Partnership files its tax return on the accrual basis used for Federal income
tax purposes.

   Earnings per limited partnership interest are based upon the limited
partnership interests outstanding at period-end and the net earnings allocated
to the Limited Partners in accordance with the Partnership Agreement.

   For purposes of reporting cash flows, the Partnership considers all
certificates of deposit and highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.

   The following information relates to estimated fair values of the
Partnership's financial instruments as of March 31, 1997 and December 31, 1996.
For cash and cash equivalents, accounts and notes receivable, accounts payable,
accrued property taxes payable, and security deposits, the carrying amounts
approximate fair value because of the short maturity of these instruments.

                                       6

<PAGE>   7
--------------------------------------------------------------------------------

2.  PARTNERSHIP AGREEMENT

   Pursuant to the terms of the Partnership Agreement, net profits or losses of
the Partnership and cash distributions are generally allocated 98% to the
Limited Partners and 2% to the General Partners. Cash distributions from the
sale or refinancing of a property are allocated as follows:

(a)    First, all Cash Distributions from Sales or Refinancings shall be
       allocated 99% to the Limited Partners and 1% to the Non-corporate
       General Partner until the Limited Partners have been returned their
       original invested Capital from Cash Distributions from Sales or
       Refinancings, plus their Preferred Return from Cash Distributions from
       Operations or Cash Distributions from Sales or Refinancings, or both.

(b)    Next, all Cash Distributions from Sales or Refinancings shall be
       allocated 1% to the Non-corporate General Partner and 99% to the Limited
       Partners and the General Partners. Such 99% will be allocated (i) first
       to the Corporate General Partner in an amount equal to any unpaid Cash
       Distributions from Operations subordinated to the Limited Partners' 7%
       non-cumulative annual return and (ii) thereafter, 80% to the Limited
       Partners and 20% to the General Partners.

       Cash Distributions from Sales or Refinancings (other than the 1% of Cash
       Distributions from Sales or Refinancings payable to the Non-corporate
       General Partner) payable to the General Partners shall be allocated 62
       1/2% to the Non-corporate General Partner and 37 1/2% to the Corporate
       General Partner.

3.  INVESTMENT PROPERTIES

   The Partnership owns and operates Mountain View Plaza, a shopping center
located in Scottsdale, Arizona, and Castle Oaks Village, a shopping center
located in Castle Hills (San Antonio), Texas. In addition, the Partnership owns
an 85% interest in Tower Place Joint Venture, a joint venture which owns Tower
Place Festival Shopping Center located in Pineville (Charlotte), North
Carolina. The remaining 15% interest in the joint venture is owned by Murray
Income Properties II, Ltd. ("MIP II"), an affiliated real estate limited
partnership. The Tower Place Joint Venture Agreement provides that the
Partnership will share profits, losses, and cash distributions according to the
Partnership's 85% ownership interest in the joint venture.

4.  OTHER

   Information furnished in this interim report reflects all adjustments
consisting of normal recurring adjustments, which, in the opinion of
management, are necessary to reflect a fair presentation of the results for the
periods presented.

   The financial information included in this interim report as of March 31,
1997 and for the three months ended March 31, 1997 and 1996 has been prepared
by management without audit by independent public accountants who do not
express an opinion thereon. The Partnership's annual report contains audited
consolidated financial statements. The notes to the consolidated financial
statements in the Partnership's 1996 annual report are an integral part of the
consolidated financial statements presented herein.

                                       7

<PAGE>   8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

LIQUIDITY AND CAPITAL RESOURCES

   As of March 31, 1997, the Partnership had cash and cash equivalents of
$1,367,041. Such amounts represent cash generated from operations and working
capital reserves.

   Rental income from leases with escalating rental rates is accrued using the
straight line method over the related lease terms. At March 31, 1997 and
December 31, 1996, there were $507,437 and $506,148, respectively, of accounts
receivable related to such accruals. Accounts receivable also consist of tenant
receivables, receivables for rent collected (but not yet remitted by the
property management companies managing the properties), and interest receivable
on short-term investments. The increase in accounts receivable of $98,570 from
December 31, 1996 to March 31, 1997 is primarily due to an increase in tenant
receivables at each of the Partnership's properties and in receivables for rent
collected (but not yet remitted by the property management companies) at Tower
Place Festival Shopping Center. As of March 31, 1997 and December 31, 1996, the
Partnership had allowances of $7,283 and $7,283, respectively, for
uncollectible accounts receivable.

   The decrease of $81,732 in accrued property taxes from December 31, 1996 to
March 31, 1997 is primarily due to the payment of 1996 property taxes for the
Partnership's properties.

   During the three months ended March 31, 1997, the Partnership made Cash
Distributions from Operations totaling $378,045 related to the three month
period ended December 31, 1996. Subsequent to March 31, 1997, the Partnership
made a Cash Distribution from Operations of $432,046 (which was reduced by
$21,534 related to 1996 North Carolina state income taxes paid on behalf of the
partners in connection with the operation of Tower Place Joint Venture)
relating to the three months ended March 31, 1997. The distributed funds were
derived from the net cash flow generated from operations of the Partnership's
properties and from interest earned, net of administrative expenses, on funds
invested in short-term money market instruments.

   Future liquidity is currently expected to result from cash generated from
the operations of the Partnership's properties (which could be affected
negatively in the event of weakened occupancies, and/or rental rates), interest
earned on funds invested in short-term money market instruments and ultimately
through the sale of the Partnership's properties.



                                       8

<PAGE>   9
RESULTS OF OPERATIONS

   Rental income increased $68,760 for the three months ended March 31, 1997 as
compared to the same period in 1996. The following information details the
rental income generated, bad debt expense incurred, and average occupancy for
the periods shown for each of the Partnership's properties.

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                        March 31,
                                                 -------------------------
                                                   1997             1996
                                                 ---------       ---------
<S>                                              <C>             <C>      
Mountain View Plaza Shopping Center

   Rental income                                 $ 257,406       $ 235,867
   Bad debt expense                              $     -0-       $     -0-
   Average occupancy                                   100%             95%

Castle Oaks Village Shopping Center

   Rental income                                 $ 105,157       $  78,543
   Bad debt expense                              $     -0-       $   3,919
   Average occupancy                                    91%             72%

Tower Place Festival Shopping Center

   Rental income                                 $ 468,390       $ 447,783
   Bad debt expense (recovery)                   $     -0-       $     (94)
   Average occupancy                                    99%             95%
</TABLE>

   Rental income at Mountain View Plaza in Scottsdale, Arizona increased
$21,539 for the three months ended March 31, 1997 as compared to the same
period in 1996 with higher rent due to higher occupancy, higher rental rates
and increased tenant reimbursements for common area maintenance costs, offset
by decreases in tenant reimbursements for real estate taxes and insurance
costs.

   Occupancy at Mountain View averaged 100% during the quarter ended March 31,
1997, a three percent increase over the previous quarter. During the fourth
quarter of 1996, three new tenants totalling 3,548 square feet took occupancy
of their spaces, bringing the center to 100% occupancy. Also during the fourth
quarter one tenant who occupies 1,080 square feet renewed its lease for three
years and a tenant who occupies 1,127 square feet renewed its lease for two
years. In January a tenant who occupies 880 square feet renewed its lease for
three years. In March a new roof was installed on a portion of the shopping
center and repairs were made to several columns in front of the shopping
center.

   Rental income at Castle Oaks Village in Castle Hills (San Antonio), Texas
increased $26,614 for the three months ended March 31, 1997 as compared to the
same period in 1996 primarily due to an increase in occupancy, an increase in
rental rates and higher tenant reimbursements for common area maintenance
costs, real estate taxes and insurance costs.

   Occupancy at Castle Oaks averaged 91% during the quarter ended March 31,
1997, a seven percent increase over the previous quarter. In December one new
tenant who signed a lease for 1,230 square feet took occupancy of its space. As
of the end of the quarter, Castle Oaks was 91% occupied, compared to 69%
occupancy as of March 31, 1996.

   Rental income at Tower Place Festival in Pineville (Charlotte), North
Carolina increased $20,607 for the three months ended March 31, 1997 as
compared to the same period in 1996 primarily due to an

                                       9

<PAGE>   10
increase in occupancy, an increase in rental rates and an increase in tenant
reimbursements for common area maintenance costs, offset by a decrease in
percentage rent received.

   Occupancy at Tower Place averaged 99% during the quarter ended March 31,
1997, unchanged from the previous quarter. During the fourth quarter three new
tenants who signed leases for 5,220 square feet took occupancy of their spaces.
One tenant who occupied 2,100 square feet vacated its space in February upon
the expiration of its lease. One tenant who occupies 1,512 square feet
exercised an option to renew its lease for five years.

   Depreciation is provided over the estimated useful lives of the respective
assets using the straight line method. The estimated useful lives of the
buildings and improvements range from three to twenty-five years.

   Property operating expenses consist primarily of real estate taxes, property
management fees, insurance costs, utility costs, repair and maintenance costs,
leasing and promotion costs, and amortization of deferred leasing costs. The
increase in property operating expenses of $18,311 for the quarter ended March
31, 1997 as compared to the same period in 1996 is primarily due to higher
repair and maintenance costs at Tower Place and Castle Oaks and higher real
estate taxes at Mountain View and Castle Oaks. Mountain View's total operating
expenses increased, primarily because of an increase in real estate taxes,
utilities costs and security costs. Castle Oaks' total operating expenses
increased, with increases in repair and maintenance costs, property management
fees and real estate taxes being offset by lower legal fees. Tower Place's
total operating expenses were flat with increases in repair and maintenance
costs and property management fees being offset by lower landscaping costs.

   General and administrative expenses incurred are related to legal and
accounting expenses, rent, investor services costs, salaries and benefits and
various other costs required for the administration of the Partnership,
including reimbursements of shared direct operating costs to Murray Income
Properties II, Ltd. General and administrative expenses increased $3,785 for
the quarter ended March 31, 1997 as compared to the same period in 1996
primarily because of higher investor services costs, telephone costs, and
salaries and benefits.


                                       10

<PAGE>   11
PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:


          3a   Agreement of Limited Partnership of Murray Income Properties
               Ltd.-84. Reference is made to Exhibit A of the Prospectus dated
               May 31, 1984 contained in Amendment No. 2 to Partnership's Form
               S-11 Registration Statement. (File No. 2- 90016)

          3b   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of May 23, 1984. Reference is made to
               Exhibit 3b to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3c   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of June 25, 1984. Reference is made to
               Exhibit 3c to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3d   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of November 27, 1984. Reference is made to
               Exhibit 3d to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3e   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of April 1, 1985. Reference is made to
               Exhibit 3e to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3f   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of November 15, 1989. Reference is made to
               Exhibit 3f to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3g   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of January 10, 1990. Reference is made to
               Exhibit 3g to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          27   Financial Data Schedule. Filed herewith.

          99a  Glossary, as contained in the Prospectus dated May 31, 1984
               filed as part of Amendment No. 2 to Registrant's Form S-11
               Registration Statement. (File No. 2- 90016) Filed herewith.

          99b  Article XIII of the Agreement of Limited Partnership as
               contained in the Prospectus dated May 31, 1984 filed as part of
               Amendment No. 2 to Registrant's Form S-11 Registration
               Statement. (File No. 2-90016) Filed herewith.


                                       11

<PAGE>   12



          99c  Amendment number nine to the Agreement of Limited Partnership
               contained in the Proxy Statement dated October 11, 1989. Filed
               herewith.

          99d  Management Compensation as contained in the Prospectus (Pages 10
               through 17) dated May 31, 1984 filed as part of Amendment No. 2
               to Registrant's Form S-11 Registration Statement. (File No.
               2-90016) Filed herewith.

     (b)  Reports on Form 8-K filed during the quarter ended March 31, 1997:

          None


                                       12

<PAGE>   13
                                   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.

                                       MURRAY INCOME PROPERTIES I, LTD.

                                       By: Murray Realty Investors VIII, Inc.
                                           A General Partner



Date:  May 13, 1997                    By: /s/ Mitchell Armstrong
                                          --------------------------
                                          Mitchell Armstrong
                                          President
                                          Chief Financial Officer


                                       13

<PAGE>   14
                                 EXHIBIT INDEX


EXHIBIT NO.                       DESCRIPTION
-----------                       -----------

          3a   Agreement of Limited Partnership of Murray Income Properties
               Ltd.-84. Reference is made to Exhibit A of the Prospectus dated
               May 31, 1984 contained in Amendment No. 2 to Partnership's Form
               S-11 Registration Statement. (File No. 2- 90016)

          3b   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of May 23, 1984. Reference is made to
               Exhibit 3b to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3c   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of June 25, 1984. Reference is made to
               Exhibit 3c to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3d   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of November 27, 1984. Reference is made to
               Exhibit 3d to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3e   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of April 1, 1985. Reference is made to
               Exhibit 3e to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3f   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of November 15, 1989. Reference is made to
               Exhibit 3f to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          3g   Amended and Restated Certificate and Agreement of Limited
               Partnership dated as of January 10, 1990. Reference is made to
               Exhibit 3g to the 1989 Annual Report on Form 10-K filed with the
               Securities and Exchange Commission on March 31, 1990. (File No.
               0-14105)

          27   Financial Data Schedule. Filed herewith.

          99a  Glossary, as contained in the Prospectus dated May 31, 1984
               filed as part of Amendment No. 2 to Registrant's Form S-11
               Registration Statement. (File No. 2- 90016) Filed herewith.

          99b  Article XIII of the Agreement of Limited Partnership as
               contained in the Prospectus dated May 31, 1984 filed as part of
               Amendment No. 2 to Registrant's Form S-11 Registration
               Statement. (File No. 2-90016) Filed herewith.

          99c  Amendment number nine to the Agreement of Limited Partnership
               contained in the Proxy Statement dated October 11, 1989. Filed
               herewith.

          99d  Management Compensation as contained in the Prospectus (Pages 10
               through 17) dated May 31, 1984 filed as part of Amendment No. 2
               to Registrant's Form S-11 Registration Statement. (File No.
               2-90016) Filed herewith.