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 June 30, 2005


[ ]   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 ___






<PAGE>


            See Accompanying Notes to Consolidated Financial Statements





                                        1
                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS




                OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                                  June 30, 2005


<TABLE>
<CAPTION>

<S>                                                               <C>          <C>
Assets

  Cash and cash equivalents                                                    $   146
  Receivables and deposits                                                         252
  Restricted escrows                                                               109
  Other assets                                                                     671
  Investment properties:
   Land                                                         $ 2,722
   Buildings and improvements                                     37,448
                                                                  40,170
   Less accumulated depreciation                                 (21,692)       18,478
                                                                               $19,656
Liabilities and Partners' (Deficiency) Capital
Liabilities
  Accounts payable                                                             $   330
  Tenant security deposits                                                         110
  Accrued taxes                                                                    273
  Other liabilities                                                                307
  Due to affiliates (Note B)                                                     2,075
  Mortgage notes payable                                                        25,259

Partners' (Deficiency) Capital
  General partners                                              $ (2,207)
  Assignor limited partner                                             1
  Assignee unit holders (23,558 units outstanding)                (6,492)       (8,698)
                                                                              $ 19,656
</TABLE>


<PAGE>



                OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>

                                                  Three Months Ended         Six Months Ended
                                                       June 30,                  June 30,
                                                  2005          2004         2005        2004

Revenues:
<S>                                              <C>          <C>          <C>         <C>
  Rental income                                  $ 1,326      $ 1,486      $ 2,710     $ 2,952
  Other income                                       149          133          267         269
  Casualty gain (Note D)                              --           35           --          35
      Total revenues                               1,475        1,654        2,977       3,256

Expenses:
  Operating                                          873          848        1,594       1,474
  General and administrative                          72           57          126          96
  Depreciation                                       359          363          709         722
  Interest                                           233          285          526         570
  Property taxes                                     142          175          303         368
       Total expenses                              1,679        1,728        3,258       3,230

(Loss) income from continuing operations            (204)         (74)        (281)         26
Loss from discontinued operations
  (Note C)                                            --           --           --        (166)
Gain on sale of discontinued operations
  (Note C)                                            --          108           --       3,700

Net (loss) income                                $ (204)        $ 34        $ (281)    $ 3,560

Net loss allocated to general partners            $ (4)         $ (1)        $ (6)       $ (3)
Net (loss) income allocated to assignee
  unit holders                                      (200)          35         (275)      3,563

                                                 $ (204)        $ 34        $ (281)    $ 3,560
Per assignee unit:
  (Loss) income from continuing operations       $ (8.49)     $ (3.09)     $(11.67)     $ 1.08
  Loss from discontinued operations                   --           --           --       (6.90)
  Gain on sale of discontinued operations             --         4.58           --      157.06

Net (loss) income                                $ (8.49)      $ 1.49      $(11.67)    $151.24

Distributions per Assignee Unit                   $ --         $ 6.37        $ --      $182.40

</TABLE>


<PAGE>




                OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

              CONSOLIDATED STATEMENT OF PARTNERS' (DEFICIENCY) CAPITAL
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


                                  Assignee    General       Assignor        Assignee
                                    Units    Partners   Limited Partner   Unit Holders     Total

Partners' (deficiency) capital
<S>                                <C>        <C>             <C>           <C>           <C>
  at December 31, 2004              23,558    $(2,201)        $ 1           $(6,217)      $(8,417)

Net loss for the six
  months ended June 30, 2005            --         (6)           --            (275)         (281)

Partners' (deficiency) capital
  at June 30, 2005                  23,558    $(2,207)        $ 1           $(6,492)      $(8,698)

</TABLE>

<PAGE>



                OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                                         June 30,
                                                                     2005         2004
Cash flows from operating activities:
<S>                                                                 <C>          <C>
  Net (loss) income                                                 $ (281)      $ 3,560
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                       709          722
     Amortization of loan costs                                          13           15
     Bad debt expense                                                    73           87
     Gain on sale of discontinued operations                             --       (3,700)
     Casualty gain                                                       --          (35)
     Loss on early extinguishment of debt                                --           85
     Changes in assets and liabilities:
      Receivables and deposits                                         (105)           9
      Other assets                                                      (24)         (87)
      Accounts payable                                                   32           99
      Tenant security deposits                                            4          (39)
      Due to affiliates                                                 156         (338)
      Accrued property tax                                               59           57
      Other liabilities                                                  --         (123)
          Net cash provided by operating activities                     636          312

Cash flows from investing activities:
  Property improvements and replacements                             (1,239)        (221)
  Net withdrawals from restricted escrows                                --            5
  Net proceeds from sale of discontinued operations                      --        8,199
  Insurance proceeds received                                            --           44
          Net cash (used in) provided by investing activities        (1,239)       8,027

Cash flows from financing activities:
  Payments on mortgage notes payable                                   (465)        (462)
  Repayment of mortgage notes payable                                    --       (4,052)
  Distributions to partners                                              --       (4,297)
  Advances from affiliate                                               989           --
          Net cash provided by (used in) financing activities           524       (8,811)

Net decrease in cash and cash equivalents                               (79)        (472)
Cash and cash equivalents at beginning of period                        225          790

Cash and cash equivalents at end of period                           $ 146        $ 318

Supplemental disclosure of cash flow information:
  Cash paid for interest                                             $ 537        $ 607

Supplemental disclosure of non-cash flow information:
  Property improvements and replacements in accounts payable         $ 177        $ 94
</TABLE>

At December  31,  2004,  accounts  payable  included  approximately  $54,000 for
property   improvements  and  replacements,   which  are  included  in  property
improvements and replacements for the six months ended June 30, 2005.



<PAGE>





                                       20
                OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Financial Statements

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 six months ended June
30, 2005 are not necessarily  indicative of the results that may be expected for
the fiscal year ending December 31, 2005. 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, 2004. 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,
the  accompanying  consolidated  statements of operations  for the three and six
months ended June 30, 2004 reflect the  operations of Shadow Oaks  Apartments as
loss from discontinued operations due to its sale in January 2004.

Certain  2004  balances  have  been   reclassified  to  conform  with  the  2005
presentation.

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  $151,000  and $193,000 for the six
months ended June 30, 2005 and 2004,  respectively,  were charged to expense and
are included in operating expenses and loss from discontinued  operations on the
accompanying consolidated statements of operations.  Property management fees of
approximately  $60,000 and  $77,000  for the six months  ended June 30, 2005 and
2004,  respectively,  have been  deferred.  During the six months ended June 30,
2004,  the  distribution  preferences  were met with  the  sale of  Shadow  Oaks
Apartments and approximately  $323,000 of the previously  subordinated fees were
paid.  The  cumulative  deferred  management  fees as of June 30,  2005  totaled
approximately $165,000 and are included in due to affiliates.

An  affiliate  of  the  Managing   General   Partner   charged  the  Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$110,000  and  $76,000  for the  six  months  ended  June  30,  2005  and  2004,
respectively, which is

<PAGE>


                OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)


Note B - Transactions with Affiliates (continued)

included in general and administrative  expenses and investment properties.  The
portion of these  reimbursements  included in investment  properties for the six
months ended June 30, 2005 and 2004 are fees related to construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $27,000 and $1,000,  respectively.  The  construction  management
service fees are calculated based on a percentage of additions to the investment
properties.   At  June  30,   2005,   approximately   $152,000  in   accountable
administrative expenses were due to an affiliate of the Managing General Partner
and are included in due to affiliates.

In accordance with the Partnership  Agreement,  during the six months ended June
30, 2005, the Managing  General Partner advanced  approximately  $989,000 to the
Partnership to pay for capital improvements, real estate taxes and redevelopment
related items at the investment  properties.  Interest on advances is charged at
the prime rate plus 2% (8.25% at June 30,  2005) and was  approximately  $38,000
for the six months ended June 30, 2005.  There were no such advances or interest
during  the six months  ended June 30,  2004.  At June 30,  2005,  approximately
$1,758,000  of advances and accrued  interest is included in due to  affiliates.
Subsequent to June 30, 2005, the Partnership  received advances of approximately
$183,000 to fund the redevelopment at Fairlane East 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 six months ended June
30,  2005 and 2004,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $107,000 and $102,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

Note C - Sale of Investment Property

In January 2004, the  Partnership  sold Shadow Oaks Apartments to a third party,
for net proceeds of approximately $8,199,000 after payment of closing costs. The
Partnership  used  approximately  $4,052,000  of the net  proceeds  to repay the
mortgage   encumbering  the  property.   The  Partnership  realized  a  gain  of
approximately  $3,700,000 as a result of the sale. In addition,  the Partnership
recorded a loss on early  extinguishment  of debt of approximately  $85,000 as a
result of  unamortized  loan costs  being  written off which is included in loss
from discontinued operations.  Included in loss from discontinued operations for
the six months ended June 30, 2004 is approximately $67,000 of revenue generated
by the property.

Note D - Casualty Gain

In March 2004,  Fairlane East Apartments  incurred damages to its buildings as a
result of a fire. During the six months ended June 30, 2004, net fixed assets of
approximately  $9,000 were written off and insurance  proceeds of  approximately
$44,000 were received to repair the damaged units. Accordingly,  a casualty gain
of  approximately  $35,000 was recognized as a result of the difference  between
the  proceeds  received  and the net book  value  of the  buildings  which  were
damaged.



<PAGE>


Note E - Contingencies

As previously disclosed,  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  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. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
plaintiffs  to  provide  notice  of the  collective  action  to  all  non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  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.

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

<PAGE>


Note E - Contingencies (continued)

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.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO 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.

Note F - Redevelopment of Property

One of the Partnership's  investment  properties,  Fairlane East Apartments,  is
currently  under  redevelopment.  Based  on  current  redevelopment  plans,  the
Managing  General Partner  anticipates the  redevelopment to be completed in the
fourth quarter of 2005 at a total estimated cost of approximately  $4,288,000 of
which  approximately  $1,424,000 was completed as of June 30, 2005.  Included in
these  construction  costs  are  capitalized  interest  costs  of  approximately
$65,000,  capitalized tax and insurance  expenses of  approximately  $21,000 and
other construction  period operating costs of approximately  $23,000 for the six
months ended June 30, 2005.


<PAGE>




ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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 three apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
six months ended June 30, 2005 and 2004:
<TABLE>
<CAPTION>

                                                   Average Occupancy
      Property                                      2005       2004

<S>                                                 <C>        <C>
      The Landings Apartments (1)                   94%        88%
        Indianapolis, Indiana
      Raven Hill Apartments                         90%        91%
        Burnsville, Minnesota
      Fairlane East Apartments (2)                  72%        84%
        Dearborn, Michigan
</TABLE>

(1) The Managing  General  Partner  attributes  the increase in occupancy at The
    Landings Apartments to increased marketing and resident retention efforts at
    the property.

(2) The  Managing  General  Partner  attributes  the  decrease in  occupancy  at
    Fairlane East Apartments to increased  credit  standards for tenants and due
    to   apartment   units  being   unoccupied   while  the  property  is  under
    redevelopment.  At June 30, 2005, approximately 21 units were unoccupied due
    to the redevelopment.

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.



<PAGE>




Results of Operations

The  Partnership's net loss for the three and six months ended June 30, 2005 was
approximately  $204,000  and  $281,000  compared to net income of  approximately
$34,000 and  $3,560,000 for the  corresponding  periods in 2004. The decrease in
net income for the three and six months ended June 30, 2005 is primarily  due to
the gain recognized on the sale of Shadow Oaks Apartments in 2004.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  accompanying  consolidated  statement of  operations  for the three and six
months ended June 30, 2004 reflect the  operations of Shadow Oaks  Apartments as
loss from discontinued operations due to its sale in January 2004.

In January 2004, the  Partnership  sold Shadow Oaks Apartments to a third party,
for net proceeds of approximately $8,199,000 after payment of closing costs. The
Partnership  used  approximately  $4,052,000  of the net  proceeds  to repay the
mortgage   encumbering  the  property.   The  Partnership  realized  a  gain  of
approximately  $3,700,000 as a result of the sale. In addition,  the Partnership
recorded a loss on early  extinguishment  of debt of approximately  $85,000 as a
result of  unamortized  loan costs  being  written off which is included in loss
from discontinued operations.  Included in loss from discontinued operations for
the six months ended June 30, 2004 is approximately $67,000 of revenue generated
by the property.

Excluding  the  gain  on  sale  and  loss  from  discontinued  operations,   the
Partnership had a loss from continuing operations of approximately  $204,000 and
$74,000  for the  three  months  ended  June 30,  2005 and  2004,  respectively.
Excluding  the  gain  on  sale  and  loss  from  discontinued  operations,   the
Partnership had a loss from continuing operations of approximately  $281,000 for
the six months ended June 30, 2005 compared to income from continuing operations
of approximately  $26,000 for the corresponding  period in 2004. The increase in
loss from continuing  operations for the three months ended June 30, 2005 is due
to a  decrease  in  total  revenues  partially  offset  by a  decrease  in total
expenses.  The decrease in income from continuing  operations for the six months
ended June 30, 2005 is due to a decrease in total revenues and a slight increase
in total expenses.

Total  revenues  for the three  months  ended June 30, 2005  decreased  due to a
decrease  in rental  income and a casualty  gain  recognized  in 2004  partially
offset by an increase in other income.  Total  revenues for the six months ended
June 30, 2005  decreased due to a decrease in rental income and the  recognition
of a casualty  gain in 2004.  Rental  income for both periods  decreased  due to
decreases in the average rental rates at all of the Partnership's properties and
in occupancy at Fairlane East and Raven Hill Apartments  partially  offset by an
increase in  occupancy  at The  Landings  Apartments  and a decrease in bad debt
expense at all of the  investment  properties.  Other income for the three month
period  increased  due to  increases  in lease  cancellation  fees  and  utility
reimbursements at Raven Hill and Fairlane East Apartments.

In March 2004,  Fairlane East Apartments  incurred damages to its buildings as a
result of a fire. During the six months ended June 30, 2004, net fixed assets of
approximately  $9,000 were written off and insurance  proceeds of  approximately
$44,000 were received to repair the damaged units. Accordingly,  a casualty gain
of  approximately  $35,000 was recognized as a result of the difference  between
the  proceeds  received  and the net book  value  of the  buildings  which  were
damaged.

Total  expenses  decreased  for the  three  months  ended  June 30,  2005 due to
decreases in interest and property tax expenses partially offset by increases in
operating and general and administrative  expenses. Total expenses increased for
the six months ended June 30, 2005 due to increases in operating and general and
administrative  expenses  partially offset by decreases in interest and property
tax expenses.  Operating  expense for both periods increased due to increases in
advertising  and  property  expenses.   Advertising  expense  increased  due  to
increases in periodical  advertising at Fairlane East Apartments and in internet
advertising and resident relations at all of the investment properties. Property
expense increased due to increases in payroll and related costs and utilities at
all of the Partnership's properties. Interest expense for both periods decreased
due to  interest  capitalized  in 2005  associated  with  the  redevelopment  at
Fairlane East Apartments partially offset by an increase in interest on advances
from an affiliate of the Managing General Partner. Property tax expense for both
periods  decreased  due  to  taxes  capitalized  in  2005  associated  with  the
redevelopment  at Fairlane East  Apartments  and a refund of prior year taxes at
Raven Hill Apartments.

General  and  administrative  expenses  for  both  periods  increased  due to an
increase in the cost of the annual audit and tax  services.  Included in general
and  administrative  expense for the six months ended June 30, 2005 and 2004 are
management  reimbursements to the Corporate 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.

Liquidity and Capital Resources

At June 30, 2005, the Partnership had cash and cash equivalents of approximately
$146,000 compared to approximately $318,000 at June 30, 2004. For the six months
ended  June 30,  2005,  cash and cash  equivalents  decreased  by  approximately
$79,000.  The  decrease  in cash and cash  equivalents  is due to  approximately
$1,239,000   of  cash  used  in  investing   activities   partially   offset  by
approximately   $636,000  of  cash   provided  by   operating   activities   and
approximately  $524,000 of cash provided by financing activities.  Net cash used
in investing activities consisted of property improvements and replacements. Net
cash  provided by financing  activities  consisted of advances  received from an
affiliate of the Managing General Partner partially offset by principal payments
on the mortgages encumbering the investment properties.  The Partnership invests
its working capital reserves in interest bearing accounts.

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  three  months  ended  June  30,  2005,  the  Partnership  completed
approximately  $207,000  of capital  improvements  at The  Landings  Apartments,
consisting  primarily of heating  unit and floor  covering  replacements.  These
improvements  were funded from operating cash flow.  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  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
anticipated cash flow generated by the property.

Raven Hill Apartments

During  the  three  months  ended  June  30,  2005,  the  Partnership  completed
approximately  $129,000  of  capital  improvements  at  Raven  Hill  Apartments,
consisting primarily of major landscaping, furniture and fixtures, and appliance
and floor covering  replacements.  These improvements were funded from operating
cash flow. 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 2005. 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.

Fairlane East Apartments

During  the  three  months  ended  June  30,  2005,  the  Partnership  completed
approximately  $1,026,000 of capital  improvements at Fairlane East  Apartments,
consisting  primarily  of  building  improvements  and  motor  vehicles.   These
improvements were funded from operating cash flow and advances from an affiliate
of the  Managing  General  Partner.  The  property  is  currently  undergoing  a
redevelopment  project in order to become more competitive with other properties
in the area in an effort to increase occupancy at the property. Based on current
redevelopment  plans, the Managing General Partner anticipates the redevelopment
to be  completed  in the  fourth  quarter of 2005 at a total  estimated  cost of
approximately  $4,288,000 of which approximately  $1,424,000 was completed as of
June 30, 2005.  Included in these  construction  costs are capitalized  interest
costs of  approximately  $65,000,  capitalized  tax and  insurance  expenses  of
approximately   $21,000  and  other  construction   period  operating  costs  of
approximately  $23,000 for the six months  ended June 30,  2005.  The project is
being  funded by  operations  and  advances  from an  affiliate  of the Managing
General  Partner.  In addition to the  redevelopment  project,  certain  routine
capital expenditures are anticipated during 2005. 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
or from  Partnership  reserves.  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 sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering Fairlane East Apartments of approximately  $10,716,000
is being  amortized  over 20 years and is  scheduled  to be fully  amortized  at
maturity in June 2023. The mortgage indebtedness  encumbering Raven Hill and The
Landings  Apartments of approximately  $14,543,000 matures in June 2023 at which
time the loans are scheduled to be fully  amortized.  The mortgage  notes have 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.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                        Six Months                       Six Months
                           Ended       Per Assignee         Ended        Per Assignee
                       June 30, 2005       Unit         June 30, 2004        Unit

<S>                        <C>             <C>             <C>              <C>
Sale (1)                   $ --            $ --            $4,147           $176.03
Operations                   --              --               150              6.37
                           $ --            $ --            $4,297           $182.40
</TABLE>

(1) Proceeds from the sale of Shadow Oaks Apartments in January 2004.

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. In light of the significant  amounts due to the Managing  General
Partner at June 30, 2005, it is not anticipated  that the Partnership  will make
any distributions in the foreseeable future.


<PAGE>



Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 13,817 limited  partnership  units
(the "Units") in the Partnership representing 58.65% of the outstanding Units at
June 30, 2005. 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,  LP,  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  58.65%  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  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  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,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

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.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

As previously disclosed,  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  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. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
plaintiffs  to  provide  notice  of the  collective  action  to  all  non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  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.



<PAGE>



                                   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


                              By: /s/Martha L. Long
                                  Martha L. Long
                                  Senior Vice President


                              By: /s/Stephen B. Waters
                                  Stephen B. Waters
                                  Vice President


                              Date: August 12, 2005



<PAGE>


                                  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  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).

10.12       Purchase and Sale Contract  between  Registrant and CNC Investments,
            Ltd., LLP, dated October 20, 2003  (incorporated by reference to the
            Current Report on Form 8-K dated January 30, 2004).

10.13       First Amendment to Purchase and Sale Contract between Registrant and
            CNC Investments,  Ltd., LLP, dated December 9, 2003 (incorporated by
            reference to the Current Report on Form 8-K dated January 30, 2004).

10.14       Second  Amendment to Purchase and Sale Contract  between  Registrant
            and  CNC   Investments,   Ltd.,   LLP,   dated   December  15,  2003
            (incorporated  by reference to the Current  Report on Form 8-K dated
            January 30, 2004).

10.15       Third Amendment to Purchase and Sale Contract between Registrant and
            CNC Investments, Ltd., LLP, dated December 30, 2003 (incorporated by
            reference to the Current Report on Form 8-K dated January 30, 2004).

10.16       Assignment and Assumption of Purchase and Sale Contract  between CNC
            Investments,  Ltd., LLP and Sandalwood  Limited  Partnership,  dated
            January 27, 2004 (incorporated by reference to the Current Report on
            Form 8-K dated January 30, 2004).

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.


<PAGE>



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:  August 12, 2005

                                /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


<PAGE>



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:  August 12, 2005

                                /s/Stephen B. Waters
                                Stephen B. Waters
                                Vice   President   of   Oxford   Residential
                                Properties I Corporation,  equivalent of the
                                chief financial officer of the Partnership


<PAGE>



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 June 30, 2005 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:  August 12, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 12, 2005


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.