UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549





Form 10-QSB





(Mark One)

[X]

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





For the quarterly period ended September 30, 2006





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the transition period from _________to _________



Commission file number 0-14533





OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

(Exact name of small business issuer as specified in its charter)







Maryland

52-1322906

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)



55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)





(864) 239-1000

(Issuer's telephone number)





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X  No ___



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes __ No  X_



PART I  FINANCIAL INFORMATION







ITEM 1.

FINANCIAL STATEMENTS









OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP



CONSOLIDATED BALANCE SHEET

(Unaudited)

(in thousands, except unit data)



September 30, 2006







|                                                 |           |         
|------------------------------------------------ | --------- | --------
|Assets                                           |           |         
|Cash and cash equivalents                        |           | $  5,858
|Receivables and deposits                         |           | 260     
|Restricted escrow                                |           | 60      
|Other assets                                     |           | 529     
|Investment properties:                           |           |         
|Land                                             | $  2,160  |         
|Buildings and improvements                       | 33,071    |         
|                                                 | 35,231    |         
|Less accumulated depreciation                    | (19,504)  | 15,727  
|                                                 |           | $22,434 
|Liabilities and Partners' (Deficiency) Capital   |           |         
|Liabilities                                      |           |         
|Accounts payable                                 |           | $    315
|Tenant security deposits                         |           | 85      
|Accrued taxes                                    |           | 163     
|Other liabilities                                |           | 328     
|Due to affiliates (Note B)                       |           | 5,131   
|Mortgage notes payable                           |           | 21,059  
|                                                 |           |         
|Partners' (Deficiency) Capital                   |           |         
|General partners                                 | $ (2,155) |         
|Assignor limited partner                         | 1         |         
|Assignee unit holders (23,558 units outstanding) | (2,493)   | (4,647) 
|                                                 |           | $22,434 





See Accompanying Notes to Consolidated Financial Statements











OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP



CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)







|                                        |                    |                   |          |           
|--------------------------------------- | ------------------ | ----------------- | -------- | ----------
|                                        | Three Months Ended | Nine Months Ended
|                                        | September 30,      | September 30,    
|                                        | 2006               | 2005              | 2006     | 2005      
|Revenues:                               |                    | (Restated)        |          | (Restated)
|Rental income                           | $ 1,258            | $ 1,159           | $ 3,683  | $ 3,378   
|Other income                            | 139                | 111               | 395      | 344       
|Casualty gains (Note C)                 | 23                 | 28                | 108      | 28        
|Total revenues                          | 1,420              | 1,298             | 4,186    | 3,750     
|                                        |                    |                   |          |           
|Expenses:                               |                    |                   |          |           
|Operating                               | 704                | 744               | 2,254    | 1,954     
|General and administrative              | 43                 | 56                | 156      | 182       
|Depreciation                            | 370                | 239               | 1,098    | 792       
|Interest                                | 350                | 221               | 1,015    | 678       
|Property taxes                          | 164                | 133               | 483      | 409       
|Total expenses                          | 1,631              | 1,393             | 5,006    | 4,015     
|                                        |                    |                   |          |           
|Loss from continuing operations         | (211)              | (95)              | (820)    | (265)     
|Loss from discontinued operations       |                    |                   |          |           
|(Note D)                                | (101)              | (40)              | (180)    | (151)     
|Gain on sale of discontinued operations |                    |                   |          |           
|(Note D)                                | 5,313              | --                | 5,313    | --        
|                                        |                    |                   |          |           
|Net income (loss)                       | $5,001             | $(135)            | $4,313   | $(416)    
|                                        |                    |                   |          |           
|Net income (loss) allocated to general  |                    |                   |          |           
|partners                                | $    71            | $    (3)          | $    57  | $    (8)  
|Net income (loss) allocated to limited  |                    |                   |          |           
|Partners                                | 4,930              | (132)             | 4,256    | (408)     
|                                        |                    |                   |          |           
|                                        | $5,001             | $(135)            | $4,313   | $(416)    
|Per assignee unit:                      |                    |                   |          |           
|Loss from continuing operations         | $ (8.79)           | $ (3.98)          | $(34.13) | $(11.04)  
|Loss from discontinued operations       | (4.20)             | (1.67)            | (7.47)   | (6.28)    
|Gain on sale of discontinued operations | 222.26             | --                | 222.26   | --        
|                                        |                    |                   |          |           
|Net income (loss)                       | $209.27            | $(5.65)           | $180.66  | $(17.32)  





See Accompanying Notes to Consolidated Financial Statements















OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP



CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL

(Unaudited)

(in thousands, except unit data)

















|                               |          |          |          |              |          
|------------------------------ | -------- | -------- | -------- | ------------ | ---------
|                               |          |          | Assignor |              |          
|                               | Assignee | General  | Limited  | Assignee     |          
|                               | Units    | Partners | Partner  | Unit Holders | Total    
|                               |          |          |          |              |          
|Partners' (deficiency) capital |          |          |          |              |          
|at December 31, 2005           | 23,558   | $(2,212) | $     1  | $ (6,749)    | $ (8,960)
|                               |          |          |          |              |          
|Net income for the nine months |          |          |          |              |          
|ended September 30, 2006       | --       | 57       | --       | 4,256        | 4,313    
|                               |          |          |          |              |          
|Partners' (deficiency) capital |          |          |          |              |          
|at September 30, 2006          | 23,558   | $(2,155) | $1       | $(2,493)     | $(4,647) 





See Accompanying Notes to Consolidated Financial Statements











OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

|                                                           |                   |         
|---------------------------------------------------------- | ----------------- | --------
|                                                           | Nine Months Ended
|                                                           | September 30,    
|                                                           | 2006              | 2005    
|Cash flows from operating activities:                      |                   |         
|Net income (loss)                                          | $ 4,313           | $  (416)
|Adjustments to reconcile net income (loss) to net cash     |                   |         
|provided by operating activities:                          |                   |         
|Depreciation                                               | 1,280             | 1,032   
|Amortization of loan costs                                 | 19                | 19      
|Bad debt expense                                           | 86                | 107     
|Gain on sale of discontinued operations                    | (5,313)           | --      
|Casualty gain                                              | (108)             | (28)    
|Loss on early extinguishment of debt                       | 115               | --      
|Changes in assets and liabilities:                         |                   |         
|Receivables and deposits                                   | (239)             | (117)   
|Other assets                                               | 41                | (3)     
|Accounts payable                                           | 167               | (107)   
|Tenant security deposits                                   | (31)              | 17      
|Due to affiliates                                          | 506               | 275     
|Accrued property tax                                       | (36)              | 106     
|Other liabilities                                          | 16                | (8)     
|Net cash provided by operating activities                  | 816               | 877     
|                                                           |                   |         
|Cash flows from investing activities:                      |                   |         
|Property improvements and replacements                     | (1,264)           | (2,165) 
|Net withdrawals from restricted escrows                    | --                | 49      
|Net proceeds from sale of discontinued operations          | 8,739             | --      
|Insurance proceeds received                                | 136               | 81      
|Net cash provided by (used in) investing activities        | 7,611             | (2,035) 
|                                                           |                   |         
|Cash flows from financing activities:                      |                   |         
|Payments on mortgage notes payable                         | (731)             | (701)   
|Repayment of mortgage note payable                         | (2,995)           | --      
|Advances from affiliate                                    | 759               | 1,824   
|Net cash (used in) provided by financing activities        | (2,967)           | 1,123   
|                                                           |                   |         
|Net increase (decrease) in cash and cash equivalents       | 5,460             | (35)    
|Cash and cash equivalents at beginning of period           | 398               | 225     
|                                                           |                   |         
|Cash and cash equivalents at end of period                 | $5,858            | $190    
|                                                           |                   |         
|Supplemental disclosure of cash flow information:          |                   |         
|Cash paid for interest                                     | $783              | $802    
|                                                           |                   |         
|Supplemental disclosure of non-cash activity:              |                   |         
|Property improvements and replacements in accounts payable | $--               | $309    



At December 31, 2005 and 2004, accounts payable included approximately $544,000 and $54,000 for property improvements and replacements, which are included in property improvements and replacements for the nine months ended September 30, 2006 and 2005, respectively.





See Accompanying Notes to Consolidated Financial Statements











OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note A  Basis of Presentation



The accompanying unaudited consolidated financial statements of Oxford Residential Properties I Limited Partnership (the "Partnership" or "ORP") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Oxford Residential Properties I Corporation (the "Managing General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2006. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005. The Managing General Partner is an affiliate of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.



In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the accompanying statement of operations has been restated as of January 1, 2005 to reflect the operations of The Landings Apartments as loss from discontinued operations due to its sale on September 29, 2006 (see Note D).



Note B  Transactions with Affiliates



The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) payments to affiliates for property management services and (ii) for reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.



Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. However, 40% of this fee is subordinated until certain distribution preference levels to the Assignee Unit Holders are achieved. Total property management fees of approximately $239,000 and $224,000 for the nine months ended September 30, 2006 and 2005, respectively, were charged to expense and are included in operating expense and loss from discontinued operations on the consolidated statements of operations.  Property management fees of approximately $96,000 and $90,000 for the nine months ended September 30, 2006 and 2005, respectively, have been deferred.  The cumulative deferred management fees as of September 30, 2006 totaled approximately $322,000 and are included in due to affiliates on the accompanying consolidated balance sheet. Subsequent to September 30, 2006, the Partnership paid approximately $54,000 of these deferred management fees with the sales proceeds of The Landings Apartments.



An affiliate of the Managing General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $138,000 and $182,000 for the nine months ended September 30, 2006 and 2005, respectively, which is included in general and administrative expense and investment properties and gain on sale of discontinued operations. The portion of these reimbursements included in investment properties and gain on sale of discontinued operations for the nine months ended September 30, 2006 and 2005 are fees related to construction management











Note B  Transactions with Affiliates (continued)



services provided by an affiliate of the Managing General Partner of approximately $44,000 and $58,000, respectively. At September 30, 2006, approximately $355,000 in accountable administrative expenses were due to an affiliate of the Managing General Partner and are included in due to affiliates on the accompanying consolidated balance sheet.



In accordance with the Partnership Agreement, during the nine months ended September 30, 2006, the Managing General Partner advanced approximately $759,000 to the Partnership to pay for operating payables at all three properties and capital improvement related payables at two of the investment properties.  Interest on advances accrues at the prime rate plus 2% (10.25% at September 30, 2006) and was approximately $298,000 and $84,000 for the nine months ended September 30, 2006 and 2005, respectively.  During the nine months ended September 30, 2005, the Managing General Partner advanced approximately $1,824,000 to pay for capital improvements, real estate taxes and redevelopment related items at the investment properties.  At September 30, 2006, approximately $4,454,000 of advances and accrued interest is included in due to affiliates on the accompanying consolidated balance sheet. Subsequent to September 30, 2006, the Partnership made a payment of approximately $751,000 on these advances and accrued interest with the sales proceeds of The Landings Apartments.



The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability.  The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner.  During the nine months ended September 30, 2006 and 2005, the Partnership was charged by AIMCO and its affiliates approximately $209,000 and $110,000, respectively, for hazard insurance coverage and fees associated with policy claims administration.



Note C - Casualty Events



In December 2004, Fairlane East Apartments incurred water damages to one unit.  During the three and nine months ended September 30, 2005, the Partnership received insurance proceeds of approximately $31,000 to repair the damaged unit and net undepreciated damaged assets of approximately $3,000 were written off.  The Partnership recorded a casualty gain of approximately $28,000 during the three and nine months ended September 30, 2005.



In April 2005, Raven Hill Apartments incurred damage to three units as a result of a fire.  During the nine months ended September 30, 2005 the partnership received approximately $50,000 in insurance proceeds.  During the quarter ended December 31, 2005 the Partnership received additional insurance proceeds of approximately $191,000 to repair the damaged units and wrote off approximately $41,000 of undepreciated damaged assets which resulted in a casualty gain of approximately $200,000 for the three months ended December 31, 2005.



During November 2005, one of the Partnerships investment properties, Fairlane East Apartments, incurred approximately $67,000 in damages as a result of water damage.  During the nine months ended September 30, 2006, the Partnership received insurance proceeds of approximately $57,000 and wrote off undepreciated damaged assets of approximately $13,000 resulting in a casualty gain of approximately $44,000.











Note C - Casualty Events (continued)



During January 2006, one of the Partnerships investment properties, Fairlane East Apartments, incurred approximately $89,000 in damages as a result of a fire.  During the nine months ended September 30, 2006, the Partnership received insurance proceeds of approximately $79,000 and wrote off undepreciated damaged assets of approximately $15,000 resulting in a casualty gain of approximately $64,000.



Note D  Sale of Discontinued Operations



On September 29, 2006, the Partnership sold The Landings Apartments to a third party, for net proceeds of approximately $8,739,000 after a prepayment penalty owed by the Partnership and payment of closing costs.  The Partnership used approximately $2,995,000 of net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $5,313,000 as a result of the sale.  In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $115,000 as a result of unamortized loan costs written off and a prepayment penalty which is included in loss from discontinued operations. The propertys operations for the nine months ended September 30, 2006 and 2005 of approximately $65,000 and $151,000 are shown as loss from discontinued operations and include revenues of approximately $775,000 and $788,000 for the nine months ended September 30, 2006 and 2005, respectively.  Included in loss from discontinued operations for the three months ended September 30, 2006 and 2005 are income of approximately $14,000 and loss of approximately $40,000, respectively, including revenues of approximately $243,000 and $263,000.



Note E  Contingencies



AIMCO Properties L.P. and NHP Management Company, both affiliates of the Managing General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call." Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the court conditionally certified the collective action on both the on-call and overtime issues.  Approximately 1,049 individuals opted in to the class. The defendants moved to decertify the collective action on both issues and the plaintiffs have responded.  Because the court denied plaintiffs motion to certify state subclasses, in September 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and in November 2005 in Montgomery County Maryland Circuit Court.  The California and Maryland cases have been stayed pending the outcome of the decertification motion in the District of Columbia case.  Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships consolidated financial condition or results of operations.



The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.











Note E  Contingencies (continued)



Environmental



Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release

or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its properties.



Mold



The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Managing General Partner have implemented a national policy and procedures to prevent or eliminate mold from its properties and the Managing General Partner believes that these measures will minimize the effects that mold could have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnerships consolidated financial condition or results of operations.













ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; the competitive environment in which the Registrant operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, and possible environmental liabilities. Readers should carefully review the Registrant's financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant files from time to time with the Securities and Exchange Commission.



The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for the nine months ended September 30, 2006 and 2005:



|                             |                   |     
|---------------------------- | ----------------- | ----
|                             | Average Occupancy
|Property                     | 2006              | 2005
|                             |                   |     
|                             |                   |     
|                             |                   |     
|Raven Hill Apartments        | 92%               | 91% 
|Burnsville, Minnesota        |                   |     
|Fairlane East Apartments (1) | 81%               | 71% 
|Dearborn, Michigan           |                   |     



(1)

The Managing General Partner attributes the increase in occupancy at Fairlane East Apartments to redevelopment units coming back on line.



The Partnerships financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses.  As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions, accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnerships financial results.



Results of Operations



The Partnerships net income for the three and nine months ended September 30, 2006 was approximately $5,001,000 and $4,313,000, respectively, compared to net loss of approximately $135,000 and $416,000 for the corresponding periods in 2005.  The













increase in net income for the three and nine months ended September 30, 2006, is primarily due to the recognition of a gain on sale of discontinued operations in 2006.



On September 29, 2006, the Partnership sold The Landings Apartments to a third party, for net proceeds of approximately $8,739,000 after a prepayment penalty owed by the Partnership and payment of closing costs.  The Partnership used approximately $2,995,000 of net proceeds to repay the mortgage encumbering the property.   The Partnership realized a gain of approximately $5,313,000 as a result of the sale.  In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the consolidated statements of operations for the three and nine months ended September 30, 2005 included in Item 1. Financial Statements have been restated as of January 1, 2005 to reflect the operations of The Landings Apartments as loss from discontinued operations. Included in loss from discontinued operations for the nine months ended September 30, 2006 and 2005, are loss of approximately $65,000 and $151,000, respectively, including revenues of approximately $775,000 and $788,000, respectively.  Included in loss from discontinued operations for the three months ended September 30, 2006 and 2005 are income of approximately $14,000 and loss of approximately $40,000, respectively, including revenues of approximately $243,000 and $263,000. In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $115,000 as a result of unamortized loan costs written off and a prepayment penalty which also is included in loss from discontinued operations for the three and nine months ended September 30, 2006.



Excluding the discontinued operations, the Partnership realized a loss from continuing operations of approximately $211,000 and $820,000 for the three and nine months ended September 30, 2006, respectively, compared to a loss from continuing operations of approximately $95,000 and $265,000 for the corresponding periods in 2005.  The increase in loss from continuing operations is due to an increase in total expenses partially offset by an increase in total revenues.  Total revenues increased for the three months ended September 30, 2006 due to increases in rental income and other income partially offset by a decrease in casualty gain.  Total revenues increased for the nine months ended September 30, 2006 due to increases in rental income, other income, and casualty gain.  Rental income increased for both periods due to an increase in occupancy and the average rental rate at both investment properties and due to a decrease in bad debt expense at Fairlane East Apartments partially offset by an increase in bad debt expense at Raven Hill Apartments.  Other income increased for the three and nine month periods due to increases in cleaning and damage fees at Raven Hill Apartments and resident utility reimbursements at Fairlane East Apartments.



In December 2004, Fairlane East Apartments incurred water damages to one unit.  During the three and nine months ended September 30, 2005, the Partnership received insurance proceeds of approximately $31,000 to repair the damaged unit and net undepreciated damaged assets of approximately $3,000 were written off.  The Partnership recorded a casualty gain of approximately $28,000 during the three and nine months ended September 30, 2005.



In April 2005, Raven Hill Apartments incurred damage to three units as a result of a fire.  During the nine months ended September 30, 2005 the partnership received approximately $50,000 in insurance proceeds.  During the quarter ended December 31, 2005 the Partnership received additional insurance proceeds of approximately $191,000 to repair the damaged units and wrote off approximately $41,000 of undepreciated damaged assets which resulted in a casualty gain of approximately $200,000 for the three months ended December 31, 2005.



During November 2005, one of the Partnerships investment properties, Fairlane East Apartments, incurred approximately $67,000 in damages as a result of water damage.  During the nine months ended September 30, 2006, the Partnership received insurance proceeds of approximately $57,000 and wrote off undepreciated damaged assets of approximately $13,000 resulting in a casualty gain of approximately $44,000.















During January 2006, one of the Partnerships investment properties, Fairlane East Apartments, incurred approximately $89,000 in damages as a result of fire damage.  During the nine months ended September 30, 2006, the Partnership received insurance proceeds of approximately $79,000 and wrote off undepreciated damaged assets of approximately $15,000 resulting in a casualty gain of approximately $64,000.



Total expenses increased for the three months ended September 30, 2006 due to increases in depreciation, interest and property tax expenses partially offset by a decrease in operating and general and administrative expenses.  Total expenses increased for the nine months ended September 30, 2006 due to increases in operating, depreciation, interest and property tax expenses partially offset by a decrease in general and administrative expense.  Operating expenses decreased for the three months ended September 30, 2006 due primarily to a decrease in advertising expense. Advertising expense decreased for both the three and nine months ended September 30, 2006 primarily due to a reduction in radio and television expense at Fairlane East Apartments. Operating expenses increased for the nine month period due to an increase in administrative, insurance and maintenance expenses partially offset by a decrease in advertising expense.  Administrative expenses increased due to increases in resident eviction costs at Raven Hill Apartments and due to the recording of a liability during the nine months ended September 30, 2006 relating to forfeiture of unclaimed property pursuant to applicable state and local laws.  Based on inquiries from state officials, affiliates of the Managing General Partner have reviewed the Partnerships historic forfeiture of unclaimed property pursuant to applicable state and local laws and, as a result, the Partnership has recorded an estimate of amounts that may be due.  Insurance expense increased due to an increase in the insurance premiums at both of the investment properties. Maintenance expense increased due to increases in contract services at both of the investment properties.  Depreciation expense increased due to property improvements and replacements placed into service during the past twelve months, which are now being depreciated.  Interest expense increased due to an increase in the interest on the advances from an affiliate of the Managing General Partner and due to a decrease in interest capitalized in 2005 associated with the redevelopment at Fairlane East Apartments partially offset by scheduled principal payments on the mortgages encumbering at both investment properties, which reduced the carrying balance of the mortgages. Property tax expense increased due to an increase in the assessed value of Fairlane East Apartments.



General and administrative expenses decreased for the three and nine months ended September 30, 2006 primarily due to a decrease in the cost of services included in management reimbursements charged by the Managing General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.



Liquidity and Capital Resources



At September 30, 2006, the Partnership had cash and cash equivalents of approximately $5,858,000 compared to approximately $190,000 at September 30, 2005.  Cash and cash equivalents increased by approximately $5,460,000 from December 31, 2005 due to approximately $7,611,000 and $816,000 of cash provided by investing and operating activities, respectively, offset by approximately $2,967,000 of cash used in financing activities.  Cash provided by investing activities consisted of proceeds received from the sale of The Landings Apartments and insurance proceeds received partially offset by property improvements and replacements.  Cash used in financing activities consisted of repayment of the mortgage encumbering The Landings Apartments and payments on the mortgages encumbering the investment properties slightly offset by advances received from an affiliate of the Managing General Partner. The Partnership invests its working capital reserves in interest bearing accounts.



In accordance with the Partnership Agreement, during the nine months ended September 30, 2006, the Managing General Partner advanced approximately $759,000 to the Partnership to pay for operating payables at all three properties and capital improvement related payables at two of the investment properties.  Interest on













advances accrues at the prime rate plus 2% (10.25% at September 30, 2006) and was approximately $298,000 and $84,000 for the nine months ended September 30, 2006 and 2005, respectively.  During the nine months ended September 30, 2005, the Managing General Partner advanced approximately $1,824,000 to pay for capital improvements, real estate taxes and redevelopment related items at the investment properties.  At September 30, 2006, approximately $4,454,000 of advances and accrued interest is included in due to affiliates on the accompanying consolidated balance sheet included in Item 1. Financial Statements. Subsequent to September 30, 2006, the Partnership made a payment of approximately $751,000 on these advances and accrued interest with the sales proceeds of The Landings Apartments.



The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the Partnerships properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance. For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, the Partnership expects that it will incur higher expenses related to compliance.  Capital improvements planned for the Partnerships properties are detailed below.



The Landings Apartments



During the nine months ended September 30, 2006, the Partnership completed approximately $58,000 of capital improvements at The Landings Apartments, consisting primarily of plumbing fixtures, water and sewer upgrades, and appliance and floor covering replacements. These improvements were funded from operating cash flow and advances from an affiliate of the Managing General Partner.   This property was sold in September 2006.



Raven Hill Apartments



During the nine months ended September 30, 2006, the Partnership completed approximately $233,000 of capital improvements at Raven Hill Apartments, consisting primarily of building improvements, major landscaping, office computers, interior lighting, locks, HVAC upgrades, motor vehicles, and appliance, and floor covering replacements. These improvements were funded from operating cash flow and advances from an affiliate of the Managing General Partner. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Fairlane East Apartments



During the nine months ended September 30, 2006, the Partnership completed approximately $62,000 of capital improvements arising from the redevelopment of the property.  Additional capital improvements of approximately $367,000 consisted primarily of plumbing fixtures, roof replacements, office computers, casualty repairs, golf carts, HVAC upgrades, and appliance and floor covering replacements. These improvements were funded from operating cash flow and advances from an affiliate of the Managing General Partner. The property underwent a redevelopment project in order to become more competitive with other properties in the area in an effort to increase occupancy at the property. The redevelopment was completed in the second quarter of 2006 at a total cost of approximately $2,832,000. The project was funded by advances from an affiliate of the Managing General Partner. Approximately $355,000 was advanced during the nine months ended September 30, 2006 to pay for redevelopment project costs. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006. Such capital expenditures will depend on the physical













condition of the property as well as replacement reserves and anticipated cash flow generated by the property.



Capital expenditures will be incurred only if cash is available from operations, from Partnership reserves or advances from the affiliate of the Managing General Partner.  To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.



The Partnership's assets are thought to be generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering the two investment properties of approximately $21,059,000 is being amortized over 20 years and is scheduled to be fully amortized at maturity in June 2023. Each mortgage note has a call option, which allows for the lender to declare the outstanding principal of the loans due and payable in July 2008 and on every fifth anniversary thereafter.



No distributions were made during the nine months ended September 30, 2006 and 2005. Future cash distributions will depend on the levels of net cash generated from operations and the timing of debt maturities, property sales and/or refinancings.  The Partnerships cash available for distribution is reviewed on a monthly basis. Subsequent to September 30, 2006, the Partnership distributed approximately $1,448,000 ($61.47 per limited assignee unit) from the sales proceeds of The Landings Apartments. There can be no assurance that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit additional distributions to its partners in 2006.



Other



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 13,827 limited partnership units (the "Units") in the Partnership representing 58.69% of the outstanding Units at September 30, 2006.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters which would include voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 58.69% of the outstanding Units, AIMCO is in a position to control all such voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.



Impairment of Long-Lived Assets



Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows,













excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnerships investment properties.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships assets.



Capitalized Costs Related to Redevelopment & Construction Projects



The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs associated with redevelopment projects are capitalized in accordance with Statement of Financial Accounting Standard (SFAS) No. 67, Accounting for Costs and the Initial Rental Operations of Real Estate Properties. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.  The Partnership capitalizes interest, property taxes and operating costs during periods in which redevelopment and construction projects are in progress.



Revenue Recognition



The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.



ITEM 3.

CONTROLS AND PROCEDURES



(a)

Disclosure Controls and Procedures. The Partnerships management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnerships disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnerships disclosure controls and procedures are effective.















(b)

Internal Control Over Financial Reporting. There have not been any changes in the Partnerships internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.













PART II - OTHER INFORMATION





ITEM 1.

LEGAL PROCEEDINGS



AIMCO Properties L.P. and NHP Management Company, both affiliates of the Managing General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call." Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the court conditionally certified the collective action on both the on-call and overtime issues.  Approximately 1,049 individuals opted in to the class. The defendants moved to decertify the collective action on both issues and the plaintiffs have responded.  Because the court denied plaintiffs motion to certify state subclasses, in September 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and in November 2005 in Montgomery County Maryland Circuit Court.  The California and Maryland cases have been stayed pending the outcome of the decertification motion in the District of Columbia case.  Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships consolidated financial condition or results of operations.



ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.











SIGNATURES







In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|                        |                                                    
|----------------------- | ---------------------------------------------------
|                        | Oxford Residential Properties I Limited Partnership
|                        |                                                    
|                        | By:   Oxford Residential Properties I Corporation  
|                        | Managing General Partner                           
|                        |                                                    
|Date: November 13, 2006 | By:   /s/Martha L. Long                            
|                        | Martha L. Long                                     
|                        | Senior Vice President                              
|                        |                                                    
|Date: November 13, 2006 | By:   /s/Stephen B. Waters                         
|                        | Stephen B. Waters                                  
|                        | Vice President                                     













OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP



EXHIBIT INDEX



Exhibit

Description of Exhibit





3.1

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



4.1

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



10.9

Mortgage, security agreement, financing statement and fixture filing dated May 7, 2003 between ORP One L.L.C. and Golden American Life Insurance Company (incorporated by reference to the Current Report on Form 8-K dated May 8, 2003 and filed on May 23, 2003).



10.10

Mortgage, Security Agreement, Financing Statement and Fixture Filing dated May 7, 2003 between ORP Two L.L.C. and Golden American Life Insurance Company (incorporated by reference to the Current Report on Form 8-K dated May 8, 2003 and filed on May 23, 2003).



10.11

Mortgage, Security Agreement, Financing Statement and Fixture Filing dated May 7, 2003 between ORP Three L.L.C. and Golden American Life Insurance Company (incorporated by reference to the Current Report on Form 8-K dated May 8, 2003 and filed on May 23, 2003).

10.18

Purchase and Sale Contract between ORP Two, LLC, a Maryland limited liability company, and Sun Shiel Properties II, LLC, an Indiana limited liability company, dated May 15, 2006 (incorporated by reference to the Current Report on Form 8-K dated May 15, 2006 and filed on May 19, 2006).



10.19

First Amendment to Purchase and Sale Contract between ORP Two, LLC, a Maryland limited liability company, and Sun Shiel Properties II, LLC, an Indiana limited liability company, dated June 13, 2006 (incorporated by reference to the Partnerships Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006).



10.20

Second Amendment to Purchase and Sale Contract between ORP Two, LLC, a Maryland limited liability company, and Sun Shiel Properties II, LLC, an Indiana limited liability company, dated July 24, 2006 (incorporated by reference to the Partnerships Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006).



31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1

Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.













Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of Oxford Residential Properties I Limited Partnership;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:  November 13, 2006

/s/Martha L. Long

Martha L. Long

Senior Vice President of Oxford Residential Properties I Corporation, equivalent of the chief executive officer of the Partnership











Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of Oxford Residential Properties I Limited Partnership;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:  November 13, 2006

/s/Stephen B. Waters

Stephen B. Waters

Vice President of Oxford Residential Properties I Corporation, equivalent of the chief financial officer of the Partnership











Exhibit 32.1





Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002







In connection with the Quarterly Report on Form 10-QSB of Oxford Residential Properties I Limited Partnership (the "Partnership"), for the quarterly period ended September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martha L. Long, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.





| |                        
| | -----------------------
| | /s/Martha L. Long      
| | Name: Martha L. Long   
| | Date: November 13, 2006
| |                        
| | /s/Stephen B. Waters   
| | Name: Stephen B. Waters
| | Date: November 13, 2006





This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.