<PAGE>   1




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

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

(Mark One)

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


             For the quarterly period ended March 31, 1998. . . . . . . . . . .

                                       OR

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

             For the transition period from _______________ to _______________

                               COMMISSION FILE NO.
                                     0-14105

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

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


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

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

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

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

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

<PAGE>   2



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

<TABLE>
<CAPTION>


                                                      March 31,     December 31,
                                                        1998           1997
                                                    ------------    ------------
                                                    (unaudited)
<S>                                                 <C>             <C>         
ASSETS

Investment properties, at cost
   Land                                             $  6,232,801    $  6,232,801
   Buildings and improvements                         20,372,033      20,319,183
                                                    ------------    ------------
                                                      26,604,834      26,551,984
   Less accumulated depreciation                       9,990,351       9,779,632
                                                    ------------    ------------
     Net investment properties                        16,614,483      16,772,352
Cash and cash equivalents                              1,543,011       1,620,246
Accounts and notes receivable,
   net of allowance of $4,792 and
   $5,655, in 1998 and 1997, respectively                718,183         712,929
Other assets, at cost, net of accumulated
   amortization of $530,112 and $512,307
   in 1998 and 1997, respectively                        237,215         244,668
                                                    ------------    ------------
                                                    $ 19,112,892    $ 19,350,195
                                                    ============    ============


LIABILITIES AND PARTNERS' EQUITY

Accounts payable                                    $     30,426    $     13,498
Accrued property taxes                                   115,528         195,500
Security deposits                                        174,754         183,609
                                                    ------------    ------------
          Total liabilities                              320,708         392,607
                                                    ------------    ------------

Minority interest in joint venture                     1,379,933       1,391,212
                                                    ------------    ------------

Partners' equity:
   General Partners:
     Capital contributions                                 1,000           1,000
     Cumulative net earnings                             223,164         217,606
     Cumulative cash distributions                      (375,475)       (366,834)
                                                    ------------    ------------
                                                        (151,311)       (148,228)
                                                    ------------    ------------

   Limited Partners (28,227 Interests):
     Capital contributions, net of offering costs     24,570,092      24,570,092
     Cumulative net earnings                          11,391,812      11,119,449
     Cumulative cash distributions                   (18,398,342)    (17,974,937)
                                                    ------------    ------------
                                                      17,563,562      17,714,604
                                                    ------------    ------------
          Total partners' equity                      17,412,251      17,566,376
                                                    ------------    ------------
                                                    $ 19,112,892    $ 19,350,195
                                                    ============    ============

</TABLE>

See accompanying notes to consolidated financial statements.



                                       2
<PAGE>   3



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

<TABLE>
<CAPTION>

                                                     Three Months Ended
                                                          March 31,
                                                   ----------------------
                                                      1998         1997
                                                   ---------    ---------
<S>                                                <C>          <C>      
INCOME:
   Rental                                          $ 809,842    $ 830,953
   Interest                                           22,306       19,038
                                                   ---------    ---------
                                                     832,148      849,991
                                                   ---------    ---------
EXPENSES:
   Depreciation                                      210,719      212,141
   Property operating                                201,679      200,576
   General and administrative                        105,071       99,589
   Bad debts (recoveries), net                          (863)         -0-
                                                   ---------    ---------
                                                     516,606      512,306
                                                   ---------    ---------

          Earnings before minority interest          315,542      337,685

   Minority interest in joint venture's earnings      37,621       38,220
                                                   ---------    ---------
          Net earnings                             $ 277,921    $ 299,465
                                                   =========    =========

Earnings per limited partnership interest          $    9.65    $   10.40
                                                   =========    =========

</TABLE>


See accompanying notes to consolidated financial statements.



                                       3
<PAGE>   4



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

<TABLE>
<CAPTION>

                                             General         Limited
                                             Partners        Partners          Total
                                           ------------    ------------    ------------
<S>                                        <C>             <C>             <C>
THREE MONTHS ENDED MARCH 31, 1997:

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


THREE MONTHS ENDED MARCH 31, 1998:

   Balance at December 31, 1997            $   (148,228)   $ 17,714,604    $ 17,566,376
   Net earnings                                   5,558         272,363         277,921
   Cash distributions                            (8,641)       (423,405)       (432,046)
                                           ------------    ------------    ------------
   Balance at March 31, 1998               $   (151,311)   $ 17,563,562    $ 17,412,251
                                           ============    ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.



                                       4

<PAGE>   5



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

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                  March 31,
                                                         --------------------------
                                                             1998           1997
                                                         -----------    -----------
<S>                                                      <C>            <C>        
Cash flows from operating activities:
   Net earnings                                          $   277,921    $   299,465
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Bad debts (recoveries), net                              (863)           -0-
       Depreciation                                          210,719        212,141
       Amortization of other assets                           17,805         18,172
       Minority interest in joint venture's earnings          37,621         38,220
       Change in assets and liabilities:
         Accounts and notes receivable                        (4,391)       (98,570)
         Other assets                                        (10,352)         7,397
         Accounts payable                                     16,928          1,296
         Accrued property taxes and security deposits        (88,827)       (74,482)
                                                         -----------    -----------
           Net cash provided by operating activities         456,561        403,639
                                                         -----------    -----------

Cash flows from investing activities:
   Additions to investment properties                        (52,850)       (25,089)


Cash flows from financing activities:
   Distributions to minority interest in joint venture       (48,900)       (51,000)
   Cash distributions                                       (432,046)      (378,045)
                                                         -----------    -----------
           Net cash used in financing activities            (480,946)      (429,045)
                                                         -----------    -----------

Net decrease in cash and cash equivalents                    (77,235)       (50,495)
Cash and cash equivalents at beginning of period           1,620,246      1,417,536
                                                         -----------    -----------
Cash and cash equivalents at end of period               $ 1,543,011    $ 1,367,041
                                                         ===========    ===========
</TABLE>




See accompanying notes to consolidated financial statements.

                                       5
<PAGE>   6



MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
--------------------------------------------------------------------------------

1.   BASIS OF ACCOUNTING

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

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

     Rental income is recognized as earned under the leases. Accordingly, the
Partnership accrues rental income for the full period of occupancy using the
straight line method over the related terms. At March 31, 1998 and December 31,
1997, $480,517 and $492,448, respectively, of accounts receivable related to
such accruals.

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

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

     The Partnership periodically reevaluates the propriety of the carrying
amounts of investment properties to determine whether current events and
circumstances warrant an adjustment to such carrying amounts. Such evaluations
are performed utilizing annual appraisals performed by independent appraisers as
well as internally developed estimates of expected undiscounted future cash
flows. In the event the carrying value of an individual property exceeds
expected future undiscounted cash flows, the property is written down to the
most recently appraised value. Since inception of the Partnership, none of the
Partnership's properties have required write downs.

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

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

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

     The following information relates to estimated fair values of the
Partnership's financial instruments as of March 31, 1998 and December 31, 1997.
For cash and cash equivalents, accounts and notes receivable, accounts payable,
accrued property taxes payable, and security deposits, the carrying amounts
approximate fair value because of the short maturity of these instruments.



                                       6
<PAGE>   7



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

2.   PARTNERSHIP AGREEMENT

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

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

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

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

3.   INVESTMENT PROPERTIES

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

4.   OTHER

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

     The financial information included in this interim report as of March 31,
1998 and for the three months ended March 31, 1998 and 1997 has been prepared by
management without audit by independent public accountants who do not express an
opinion thereon. The Partnership's annual report contains audited consolidated
financial statements. The notes to the consolidated financial statements in the
Partnership's 1997 annual report are an integral part of the consolidated
financial statements presented herein.



                                       7
<PAGE>   8



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

Liquidity and Capital Resources

     As of March 31, 1998, the Partnership had cash and cash equivalents of
$1,543,011. Such amounts represent cash generated from operations and working
capital reserves.

     Rental income from leases with escalating rental rates is accrued using the
straight line method over the related lease terms. At March 31, 1998 and
December 31, 1997, there were $480,517 and $492,448, respectively, of accounts
receivable related to such accruals. Accounts receivable also consist of tenant
receivables, receivables for rent collected (but not yet remitted by the
property management companies managing the properties), and interest receivable
on short-term investments. The increase in accounts receivable of $4,391 from
December 31, 1997 to March 31, 1998 is primarily due to an increase in tenant
receivables at each of the Partnership's properties offset by a decrease in
receivables for rent collected (but not yet remitted by the property management
companies) at Mountain View Plaza Shopping Center. As of March 31, 1998 and
December 31, 1997, the Partnership had allowances of $4,792 and $5,655
respectively, for uncollectible accounts receivable.

     The decrease of $79,972 in accrued property taxes from December 31, 1997 to
March 31, 1998 is primarily due to the payment of 1997 property taxes for the
Partnership's properties.

     During the three months ended March 31, 1998, the Partnership made Cash
Distributions from Operations totaling $432,046 related to the three month
period ended December 31, 1997. Subsequent to March 31, 1998, the Partnership
made a Cash Distribution from Operations of $432,046 (which was reduced by
$23,455 related to 1997 North Carolina state income taxes paid on behalf of the
partners in connection with the operation of Tower Place Joint Venture) relating
to the three months ended March 31, 1998. The distributed funds were derived
from the net cash flow generated from operations of the Partnership's properties
and from interest earned, net of administrative expenses, on funds invested in
short-term money market instruments.

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




                                       8
<PAGE>   9



Results of Operations

   Rental income decreased $21,111 for the three months ended March 31, 1998 as
compared to the same period in 1997. The following information details the
rental income generated, bad debt expense incurred, and average occupancy for
the periods shown for each of the Partnership's properties.


<TABLE>
<CAPTION>

                                              Three Months Ended
                                                 March 31,
                                           -----------------------
                                             1998          1997
                                           ---------     ---------
<S>                                        <C>           <C>      
Mountain View Plaza Shopping Center
   Rental income                           $ 232,119     $ 257,406
   Bad debt expense                              -0-           -0-
   Average occupancy                              97%          100%

Castle Oaks Village Shopping Center
   Rental income                           $ 110,798     $ 105,157
   Bad debt expense (recovery)                (1,474)          -0-
   Average occupancy                              92%           91%

Tower Place Festival Shopping Center
   Rental income                           $ 466,925     $ 468,390
   Bad debt expense                              611           -0-
   Average occupancy                              98%           99%
</TABLE>

   Rental income at Mountain View Plaza in Scottsdale, Arizona decreased $25,287
for the three months ended March 31, 1998 as compared to the same period in 1997
due to lower tenant reimbursements for common area maintenance costs.

   Occupancy at Mountain View averaged 97% during the quarter ended March 31,
1998, a three percent decrease from the previous quarter. One tenant who
occupied 880 square feet vacated its space prior to the expiration of its lease.
Management negotiated a settlement with this tenant and subsequently the space
was leased to an existing tenant who will expand into the space when tenant
improvements are completed. Another tenant who occupied 1,278 square feet
vacated its space prior to the expiration of its lease, and management is
attempting to collect what is owed under this lease. One tenant who occupied
2,638 square feet renewed its lease for five years. During the quarter, a new
roof was installed on a portion of the shopping center. This completes the
re-roofing of the shopping center which was accomplished in stages over the past
several years.

   Rental income at Castle Oaks Village in Castle Hills (San Antonio), Texas
increased $5,641 for the three months ended March 31, 1998 as compared to the
same period in 1997 primarily due to an increase in occupancy, an increase in
rental rates and higher tenant reimbursements for common area maintenance costs
and real estate taxes.

   Occupancy at Castle Oaks averaged 92% during the quarter ended March 31,
1998, a three percent increase over the previous quarter. During the fourth
quarter of last year, two new leases totaling 2,751 square feet were executed.
One of these tenants, who leased 1,245 square feet, took occupancy in December
and the other tenant, who leased 1,506 square feet, took occupancy in January.
One tenant who occupies 1,800 square feet renewed its lease for three years and
another tenant who occupies 2,100 square feet renewed its lease for five years.



                                       9
<PAGE>   10




   Rental income at Tower Place Festival in Pineville (Charlotte), North
Carolina decreased $1,465 for the three months ended March 31, 1998 as compared
to the same period in 1997 primarily due to a decrease in tenant reimbursements
for common area maintenance costs and a decrease in percentage rent received.

   Occupancy at Tower Place averaged 98% during the quarter ended March 31,
1998, unchanged from the previous quarter. One tenant who occupied 1,050 square
feet vacated its space prior to the expiration of its lease. This space was
subsequently leased by an existing tenant who expanded and now leases a total of
3,750 square feet. Another tenant who occupied 1,260 square feet vacated its
space prior to the expiration of its lease. Management is attempting to collect
what is owed under this lease. In January a new lease for 1,604 square feet was
executed and the tenant will open for business in the second quarter. Two
tenants totaling 3,711 square feet renewed their leases for three years.

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

   Property operating expenses consist primarily of real estate taxes, property
management fees, insurance costs, utility costs, repair and maintenance costs,
leasing and promotion costs, and amortization of deferred leasing costs.
Property operating expenses were flat for the quarter ended March 31, 1998 as
compared to the same period in 1997. Mountain View's total operating expenses
decreased because of lower utilities, security costs and real estate taxes.
Castle Oaks' total operating expenses increased slightly, with increases in
utilities, landscaping costs and property management fees being offset by
decreases in insurance costs. Tower Place's total operating expenses increased
slightly, with increases in security, utilities and real estate taxes being
offset by decreases in leasing and promotion costs.

   General and administrative expenses incurred are related to legal and
accounting expenses, rent, investor services costs, salaries and benefits and
various other costs required for the administration of the Partnership,
including reimbursements of shared direct operating costs to Murray Income
Properties II, Ltd. General and administrative expenses increased $5,482 for the
quarter ended March 31, 1998 as compared to the same period in 1997 primarily
due to increases in legal and accounting fees and salaries and benefits.



                                       10
<PAGE>   11




PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)      Exhibits:


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

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

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

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

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

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

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

              27      Financial Data Schedule. Filed herewith.

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

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


                                       11
<PAGE>   12


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

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

     (b)      Reports on Form 8-K filed during the quarter ended March 31, 1998:

              None



                                       12

<PAGE>   13



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          MURRAY INCOME PROPERTIES I, LTD.

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



Date:  May 11, 1998                       By: /s/ Mitchell Armstrong
                                              ----------------------------------
                                              Mitchell Armstrong
                                              President
                                              Chief Financial Officer


<PAGE>   14



                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>

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

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

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

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

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

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

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

27            Financial Data Schedule. Filed herewith.

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

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



<PAGE>   15

<TABLE>

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

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

</TABLE>