<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-K

(Mark One)

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

For the fiscal year ended December 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 Number: 0-16861

         PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
-------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

Delaware                                                        94-3028298
-------------------------------------------------------------------------
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

1341 West Robinhood, Suite B-9, Stockton, CA                         95207
-------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip code)

Registrant's telephone number, including area code (209) 478-0140

        Securities registered pursuant to Section 12(b) of the Act:

                                            Name of each exchange
             Title of each class              on which registered

                    None                            None
          -------------------             ----------------------


        Securities registered pursuant to Section 12(g) of the Act:

             Depository Units of Limited Partnership Interests
             -------------------------------------------------
                             (Title of class)

Indicate by check CK 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 such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days.   Yes _CK_  No__

Indicate by check CK if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ CK ]


<PAGE>
                             TABLE OF CONTENTS


                                  Part I

Item  1. Business                                                          3
Item  2. Properties                                                        5
Item  3. Legal Proceedings                                                 7
Item  4. Submission of Matters to a Vote of Security Holders               7


                                  Part II

Item  5. Market for the Partnership's Depository Units of Limited
          Partnership Interest and Related Security Holder Matters         8
Item  6. Selected Financial Data                                          10
Item  7. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                             11
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk      13
Item  8. Financial Statements and Supplementary Data                      14
Item  9. Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                            30


                                 Part III

Item 10. Directors and Executive Officers of the Registrant               31
Item 11. Executive Compensation                                           34
Item 12. Security Ownership of Certain Beneficial Owners and
          Management                                                      35
Item 13. Certain Relationships and Related Transactions                   35


                                  Part IV

Item 14. Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K                                             38

                                     2
<PAGE>
                                  PART I

Item 1.  Business

The Registrant, Prudential-Bache/A.G. Spanos Genesis Income Partners L.P.,
I (the "Partnership"), is a limited partnership formed on January 14, 1987
under Delaware law.  The business of the Partnership is managed and
controlled by its general partners (the "General Partners"), A.G. Spanos
Residential Partners-86, a California Limited Partnership (the "Spanos
General Partner") and Prudential-Bache Properties, Inc. (the "Bache General
Partner").  The primary purpose of the Partnership is to acquire from
affiliates of the Spanos General Partner, invest in, hold, manage, sell,
dispose of, and otherwise act with respect to properties on which
multi-family residential developments have been constructed.  The
Partnership originally invested in eight apartment properties ("Apartment
Projects") and five land parcels, upon which apartment properties had been
constructed, which were leased back to the seller ("Land/Leases").  The
Apartment Projects and Land/Leases are collectively referred to as the
"Properties."  Through 1998, the Partnership had sold one Apartment Project
and three Land/Leases.  The remaining Properties are located in six
metropolitan areas: Atlanta (two Properties), Louisville (one Property),
Dallas/Fort Worth (two Properties), Kansas City (two Properties),
Albuquerque (one Property) and San Diego (one Property).

In July 1998, a majority in interest of the limited partners approved a
proposal to sell the remaining Properties at a public auction and then
distribute the sale proceeds in liquidation of the Partnership.  The
proposed auction and liquidation are part of an overall settlement of
certain litigation which had been pending in the United States District
Court for the Southern District of New York under the caption In re
Prudential Securities Incorporated Limited Partnerships Litigation (MDL
Docket 1005).  In July 1998, the settlement, including the auction and
liquidation, was approved by the court.  In March 1999, the Partnership
entered into a contract to sell the Properties.  However, no assurance can
be given that the sale will take place as provided in the contract.  See
note G to the financial statements at Item 8.

Occupancy information is set forth in Item 2.  The Properties are subject
to competition from other apartment properties located in close proximity,
including properties owned by affiliates of the Spanos General Partner. The
Properties compete for a variety of tenant groups, including young
professionals,  retail, service and trade employees, students and retirees.
Competition for tenants is principally on the basis of location, physical
condition, amenities, and rental rates.  The location and condition of the
Properties is considered to be good to above-average.  The Properties

                                     3

<PAGE>
feature amenities fairly typical for properties built in the 1980's,
including swimming pools, tennis courts, fitness facilities, microwave
ovens and guarded entrances, and are generally able to compete adequately
with similar projects in their respective markets.

Many areas, including Albuquerque, Kansas City, Dallas/Fort Worth and
Atlanta have seen construction of new apartment properties increase since
1992.  This has led to the emergence of market segmentation between 1980's
vintage properties (such as the Partnership's) and the newer generation of
apartment properties completed recently.  The newer properties have a
competitive advantage not only because they are new, but because many are
designed with larger unit sizes, have floor plans and finishes similar to
those found in single family homes, and feature more extensive amenities
than do the properties built in the 1980's.  To date, these newer
properties generally command higher rents and have competed with each other
for tenants able to pay premium rents, leaving the 1980's vintage
properties to compete with each other for the next tier of apartment
renters.  There is a risk, however, that if overbuilding in the upper
segment of the market results in lower rents, the new properties with more
extensive amenities could be highly competitive with the 1980's vintage
apartment product.  To date, only Del Rio (a Land/Lease property located in
Albuquerque) has been adversely affected by the level of new competition.
Revenue there declined 7.4% from 1995 to 1996 and 7.5% from 1996 to 1997,
and was flat from 1997 to 1998.

Within the greater housing market, the apartment sector competes with
single-family homes.  Thus, apartment demand can be affected by the
affordability of owner-occupied housing, which can increase and decrease
with changes in mortgage interest rates.

The Partnership does not segregate revenues or assets by geographic
regions.  Two Apartment Projects accounted for 15% or more of annual
Apartment Project rental revenue in each of the prior three years:  Chelsea
Park (17% to 18%) and Cypress Pointe (19%).  No single tenant accounted for
10% or more of the revenue for any of the three years ended December 31,
1998.  The Partnership is engaged in only one reportable segment, which is
real estate investment; therefore, presentation of industry segment
information is not applicable.  The General Partners believe the Properties
are adequately insured.  For more information regarding the Properties, see
Item 2, Properties.  For more information regarding the Partnership's
operations, see Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations.

The Partnership has no employees.  The officers and employees of the
General Partners and their affiliates perform services for the Partnership
pursuant to the Partnership Agreement.


                                     4

<PAGE>
Item 2.  Properties
<TABLE>
<CAPTION>
The Partnership owned the eight Properties described below at March 1, 1999:

<S>                                         <C>                        <C>           <C>
                                                                         Purchase
                                            Location                       Date           Mortgage Holder
Apartment Projects (1):

Le Parc Apartments:                         Marietta, Georgia            06/03/87    Great Western Bank (3)
a 188-unit, midrise apartment complex       (suburb of Atlanta)
located on approximately 8 acres.

Casa de Fuentes Apartments:                 Overland Park, Kansas        07/02/87    Wells Fargo Bank (4)
a 288-unit, garden apartment complex        (suburb of Kansas                        (successor to Great
located on approximately 30 acres.          City)                                    American First Savings)

MacArthur Park Apartments:                  Las Colinas, Texas           10/01/87    Mellon Mortgage
a 276-unit, garden apartment complex        (suburb of Irving/                       (successor to American
located on approximately 13 acres.          Dallas)                                  Savings Bank)

Cypress Pointe Apartments:                  Louisville, Kentucky         10/01/87    GE Capital
a 444-unit, garden apartment complex
located on approximately 33 acres.

Comanche Place Apartments:                  Overland Park, Kansas        12/04/87    Wells Fargo Bank (4)
a 306-unit, garden apartment complex        (suburb of Kansas                        (successor to Great
located on approximately 29 acres.          City)                                    American First Savings)

Chelsea Park Apartments:                    Norcross, Georgia            03/25/88    Great Western Bank (3)
a 376-unit, garden apartment complex        (suburb of Atlanta)
located on approximately 31 acres.

Mission Trails Apartments:                  San Diego, California        08/12/88    Union Bank (4)
a 208-unit, garden apartment complex
located on approximately 5 acres.

Land Leases (2):

Cameron Creek Apartments:                   Fort Worth, Texas            10/01/87    Great Western Bank (3)
a land parcel of approximately 20 acres
upon which a 446-unit, garden
apartment complex has been constructed.

Del Rio Apartments:                         Albuquerque, New             12/21/87    Gibraltar Savings Bank
a land parcel of approximately 13 acres     Mexico
upon which a 248-unit, garden
apartment complex has been constructed.
</TABLE>
                                            5
<PAGE>
Item 2.  Properties (continued)
<TABLE>
<CAPTION>

                          Average Annual Occupancy        Average Annual Revenue Per Apt. Unit (5)   1998 Realty Tax Data
                       1998   1997   1996   1995   1994     1998    1997    1996    1995    1994      Amount     Rate
<S>                  <C>    <C>    <C>    <C>    <C>      <C>      <C>     <C>     <C>     <C>        <C>       <C>
Apartment Projects:
Le Parc                95.5%  93.8%  93.1%  96.1%  95.9%  $8,832  $8,728  $8,567  $8,381  $8,061    $106,543    1.2680%
Casa de Fuentes        96.6%  94.5%  94.8%  92.5%  91.8%  $7,211  $6,762  $6,683  $6,389  $6,295    $161,461    1.3768%
MacArthur Park         97.1%  96.0%  95.5%  95.8%  95.8%  $8,387  $7,850  $7,468  $7,152  $6,867    $296,886    2.4637%
Cypress Pointe         96.4%  95.4%  94.7%  92.0%  94.9%  $6,846  $6,566  $6,520  $5,944  $5,954    $152,573    0.9945%
Comanche Place         93.7%  94.8%  95.0%  94.5%  94.8%  $7,160  $6,947  $6,760  $6,474  $6,217    $131,173    1.0800%
Chelsea Park           95.3%  91.2%  93.9%  94.8%  95.4%  $7,525  $7,214  $7,391  $7,201  $6,457    $201,877    1.3780%
Mission Trails         96.9%  96.9%  95.6%  92.3%  92.5% $10,865 $10,266  $9,467  $9,044  $9,145    $173,058    1.1143%

Land Leases:
Cameron Creek          95.2%  94.4%  93.2%  93.8%  94.4%   (6)     (6)     (6)     (6)     (6)         (8)        (8)
Del Rio                90.5%  90.7%  92.0%  93.2%  94.6%   (7)     (7)     (7)     (7)     (7)         (8)        (8)

<CAPTION>
(1) The Partnership has a 100% fee simple ownership interest in each Property subject 
to a first mortgage lien in favor of the indicated holder.  Each mortgage is secured only by the Property to 
which it relates and is without recourse to either of the General Partners or the Partnership.  (See  Note C to 
the Financial Statements.)

(2) The Partnership has a 100% fee simple interest in the land with respect to the 
Land/Leases.  The lessees, who are affiliates of the Spanos General Partner, own the apartment complexes constructed 
thereon which are encumbered by first mortgage liens in favor of the indicated holder.  Each lienholder has 
recourse only to the apartment complex owned by the lessee and the land owned by the Partnership to which the lien 
relates, and each such lien is without recourse to either of the General Partners or the Partnership.  (See Note E to the 
Financial Statements.)

(3) Loan may be prepaid upon payment of a 2% prepayment charge.  The lender may waive 
the prepayment charge for principal prepayments during the calendar year which do not exceed 20% of the 
original loan balance and for prepayments made within 90 days of a notice of installment adjustment.  The lender 
will also waive the prepayment charge so long as A.G. Spanos Construction, Inc. or any entity owned and 
controlled  by A.G. Spanos Construction or by Alex G. Spanos remains liable on the loan.

(4) Loan may be prepaid without charge at any time unless the Partnership has elected 
for interest to be computed based on a LIBOR fixing, in which case prepayment must be accompanied by a yield 
maintenance prepayment charge.

(5) Average annual revenue per apartment unit is determined by dividing total 
operating revenues for the Property by the number of apartment units.

(6) Ground lease requires payments of $350,000 per year through October 1992, and 
$420,000 per year thereafter.

(7) Ground lease requires payments of $200,000 per year through December 1992, and 
$240,000 per year thereafter.

(8) The ground leases are triple-net, with the tenant responsible for payment of all 
property taxes.  Property taxes and tax rate for 1998 for Cameron Creek were $445,484 and 3.4%, respectively, and 
for Del Rio, $102,980 and 1.2334%, respectively.
</TABLE>
                                   6

<PAGE>
Item 3.  Legal Proceedings

This information is incorporated by reference to Note F to the financial
statements in Item 8, Financial Statements and Supplementary Data.


Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Unitholders during the fourth
quarter of the fiscal year covered by this report through the solicitation
of proxies or otherwise.

                                     7

<PAGE>
                                  PART II

Item 5.  Market for Partnership's Depository Units of Limited Partnership
         Interest and Related Security Holder Matters

The Partnership had four limited partners as of March 4, 1999: Residential
Portfolio Depository Corp. (the "Assignor Limited Partner"), a wholly owned
subsidiary of AGS Financial Corporation, and three affiliates of the Spanos
General Partner which are holders of Special Limited Partnership Interests
("Special Interests").  The Assignor Limited Partner has transferred and
assigned to the Unitholders all of the Assignor Limited Partner's rights
and interest in and to the assigned Limited Partnership Interests, except
for record ownership and the right to vote directly on matters submitted to
the Limited Partners and Unitholders for a vote.  There were 3,129
Unitholders as of March 4, 1999.

A significant secondary market for the Units has not developed, and it is
not expected that one will develop in the future.  There are also certain
restrictions set forth in the Partnership Agreement limiting the ability of
a Unitholder to transfer Units.  Consequently, Unitholders may not be able
to liquidate their investments in the event of an emergency or any other
reason.

Distributions of cash from operations were paid to Unitholders
approximately 45 days after the end of the specified quarter.
Distributions per Unit in 1997 and 1998 were as follows:

                  Quarter Ended              Distribution

              March 31, 1997                           $6.25
              June 30, 1997                            $6.25
              September 30, 1997                       $6.25
              December 31, 1997                        $6.25
              March 31, 1998                           $6.25
              June 30, 1998                            $6.25
              September 30, 1998                       $6.25
              December 31, 1998                        $6.25

Approximately $668,000 and $1,334,000 of the distributions paid to
Unitholders for 1998 and 1997, respectively, represent a return of capital
on a generally accepted accounting principle ("GAAP") basis.  The return of
capital on a GAAP basis is calculated as Unitholder distributions less net
income, if any, allocated to Unitholders.

                                     8
<PAGE>
There are no material legal restrictions on the Partnership's present or
future ability to make distributions in accordance with the provisions of
the Partnership Agreement.  As a result of the Properties being under
contract for sale, future distributions will be dependent upon the timing
of the closing of the sale and the ultimate liquidation of the Partnership.

                                     9
<PAGE>
Item 6.  Selected Financial Data (a)
<TABLE>
<CAPTION>

                                            For the year ended December 31,
                                        1998         1997         1996         1995         1994
<S>                                 <C>          <C>          <C>          <C>          <C>
Total revenues (excluding gain       $17,261,060  $16,507,383  $16,129,902  $14,988,762  $15,534,333
 on disposition of property)

Gain (loss) on disposition of
 property                                     --           --           --           --   $3,874,238

Interest expense                      $4,782,635   $4,867,527   $4,960,498   $4,767,362   $4,999,648

Net income (loss)                       $967,352     $288,649     $247,518    ($799,735)  $3,282,153

Net income (loss) per Unit                $14.66        $4.37        $3.75      ($12.12)      $49.74

Net income (loss) per Special
 Interest                                     --           --           --           --           --

Cash distributions per
 Unit (b)                                 $25.00       $25.00        $25.00       $25.00      $111.78

Cash distributions per
 Special Interest                             --           --            --           --       $86.78

Total assets                         $72,243,083   $73,894,386   $76,298,063  $78,463,093  $81,851,130

Mortgage loans payable               $56,917,509   $57,927,235   $58,897,267  $59,764,780  $60,877,063

<CAPTION>
(a) The above selected financial data should be read in conjunction with the financial 
statements and the related notes (see Item 8).

(b) The cash distributions did not result in taxable income to the Unitholders.  Each 
Unitholder's taxable income or loss from the Partnership is equal to his allocable share of the 
taxable income or loss of the Partnership, without regard to the cash generated or 
distributed by the Partnership.
</TABLE>

                                    10
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Capital Resources and Liquidity

The Partnership had cash of $6,386,000 at December 31, 1998.  There are no
proposed programs for renovation, improvement or development of the
Properties other than maintenance and repairs (including major repairs) in
the ordinary course which will be paid from operations, and the
Partnership's liquidity position is considered satisfactory.

In July 1998, a majority in interest of the limited partners approved a
proposal to sell the remaining Properties at a public auction and then
distribute the sale proceeds in liquidation of the Partnership.  The
proposed auction and liquidation are part of an overall settlement of
certain litigation which had been pending in the United States District
Court for the Southern District of New York under the caption In re
Prudential Securities Incorporated Limited Partnerships Litigation (MDL
Docket 1005).  In July 1998, the settlement, including the auction and
liquidation, was approved by the court.  In March 1999, the Partnership
entered into a contract to sell the Properties.  Based on the contract
sales price, the Partnership is expected to make liquidating distributions
of approximately $600 per Unit in 1999, consisting of initial distributions
of the majority of the proceeds as soon as practicable after the closings
and the remainder by year end.  However, no assurance can be given that the
sale will take place as provided in the contract.

The Partnership's operating activities provided cash of $3,722,000 in 1998,
of which $1,010,000 was applied to scheduled principal amortization on the
Partnership's mortgage debt, $1,649,000 was paid in cash distributions, and
$1,063,000 was retained.  Cash provided by operating activities increased
$777,000 in 1998 compared to 1997, principally because of improved
operations of the Apartment Projects as described below.  Reported cash
provided by operating activities declined $419,000 in 1997 compared to
1996; however, the decrease related primarily to changes in timing
differences between the two years.  Cash flows from 1996 financing
activities includes the payment of the $8,943,000 balance of the matured
Mission Trails mortgage with the proceeds from a new $9,000,000 mortgage
from another lender.

The Partnership's long term debt, which consists of seven real estate
mortgages with respect to the remaining Apartment Projects, was $56,918,000
at December 31, 1998.  This debt requires monthly installments of principal
and interest of $484,000.  The Apartment Projects are currently generating
aggregate revenue to cover operating expenses and monthly debt service.
Five of the mortgage loans require balloon payments: Casa de Fuentes,
Comanche Place and Cypress Pointe in 1999; Mission Trails in 2000; and
MacArthur Park in 2001.  The General Partners anticipate that the balloon
payments will be satisfied from the proceeds of the pending sale.  If not,
the Partnership would be required to refinance them when the balloon
payments become due subject to then existing conditions in the real estate
and mortgage financing markets or to sell the properties under terms which

                                    11

<PAGE>
may not be the most favorable to the Partnership.  If the Partnership were
unable to complete sales or refinancings, then the lenders could institute
foreclosure proceedings against the Properties.

Results of Operations

1998 Compared to 1997.  Rental revenue was $16,372,000 in 1998, an increase
of 4.6% compared to 1997.  Revenue increased at all seven Apartment
Projects, principally as a result of increased effective rental rates.
Overall, the average occupancy of the Apartment Projects was 95.9% in 1998
compared to 94.5% in 1997.

Property operating expenses were $5,936,000 in 1998 compared to $6,097,000
for 1997.  Major repairs (i.e., exterior painting, asphalt work and other
expensive repairs that do not recur on an annual basis) declined to
$442,000 in 1998 compared to $718,000 for 1997.  Furnished unit expense was
down $68,000 compared to 1997, reflecting fewer furnished unit rentals in
1998.  Operating expenses excluding major repairs and furnished unit
expense increased $182,000 or approximately 3.6% over 1996.  Expense
categories showing the greatest increases were insurance, up $52,000 or
37.1%; maintenance, up $50,000 or 3%, reflecting the generally higher costs
of operating an aging property portfolio; and on-site salaries, up $46,000
or 3.2%, reflecting higher personnel costs.  Property management fees,
which are 3% of property revenue, increased with the increase in revenue.
Interest expense declined $85,000, primarily because of lower outstanding
principal on the mortgage loans.  Interest income increased because average
cash balances were higher in 1998.

1997 Compared to 1996.  Rental revenue was $15,658,000 in 1997, an increase
of 2.3% compared to 1996.  Revenue increased at five Apartment Projects (Le
Parc, Casa de Fuentes, MacArthur Park, Comanche Place and Mission Trails)
principally as a result of increased effective rental rates.  Revenue was
down 2.4% at Chelsea Park, principally because of lower occupancy.  Revenue
at Cypress Pointe was generally unchanged from 1996.  Overall, the average
occupancy of the Apartment Projects was 94.5% in 1997 compared to 94.7% in
1996.

Property operating expenses were $6,097,000 in 1997 compared to $5,707,000
for 1996.  Major repairs (i.e., exterior painting, asphalt work and other
expensive repairs that do not recur on an annual basis) increased to
$718,000 in 1997 compared to $596,000 for 1996.  Furnished unit expense was
down $38,000 compared to 1996, reflecting fewer furnished unit rentals in
1997.  Operating expenses excluding major repairs and furnished unit
expense increased $305,000 or approximately 6.3% over 1996.  Expense
categories showing the greatest increases were maintenance, up $131,000 or
8.6%, reflecting the generally higher costs of operating an aging property
portfolio; on-site salaries, up $114,000 or 8.5%, reflecting higher
personnel costs; and utilities, up $82,000 or 7.4%.  Property management
fees, which are 3% of property revenue, increased with the increase in
revenue.  Interest expense declined $93,000, primarily because of lower
outstanding principal on the mortgage loans.  Interest income increased
because average cash balances and money market interest rates were higher
in 1997.

                                    12

<PAGE>
Year 2000.

Given the pending property sale and liquidation, the General Partners have
undertaken only a limited review of how the Partnership's operations may be
affected by the Year 2000 problem.  Assuming the liquidation begins in
April or May 1999 as planned, the Partnership is not expected to incur any
significant year 2000 compliance costs.  If the sale does not occur, the
Partnership would be faced with the possibility of continuing to operate
after year end, and the General Partners would have to complete a more
thorough year 2000 review.

The currently expected worst case scenarios involve malfunctions in
computer systems and/or in mechanical operations, such as HVAC systems,
elevators and electronic entry systems.  The Partnership has converted the
on-site resident management software at some of the Properties to a year
2000 compliant version, and could readily convert the others if the need
arises.  The Spanos General Partner believes that problems with mechanical
systems could be temporarily corrected manually, and repaired permanently
in a reasonable period of time.

Should the sale not occur, the General Partners would also have to develop
contingency plans to deal with possible year 2000 disruptions.  Such plans
would likely include preparing hard copies of all significant reports at
the end of 1999; developing manual procedures for any period of disruption
of services or communication; and inventorying larger than usual supplies
in case replacements are required as a result of any year 2000 casualty.


Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

Market risk disclosures are not being presented due to immateriality.

                                    13

<PAGE>
Item 8.  Financial Statements and Supplementary Data
                                                                   Page

Independent Auditors' Report                                        15

Balance sheets at December 31, 1998 and 1997                        16

Statements of operations for the years ended
  December 31, 1998, 1997 and 1996                                  17

Statements of changes in partners' equity (deficit) for the
  years ended December 31, 1998, 1997 and 1996                      18

Statements of cash flows for the years ended
  December 31, 1998, 1997 and 1996                                  19

Notes to financial statements                                     20-29

Schedule to financial statements                                     44

                                    14

<PAGE>
                       INDEPENDENT AUDITORS' REPORT

General and Limited Partners
Prudential-Bache/A.G. Spanos
Genesis Income Partners, L.P., I:

We have audited the accompanying balance sheets of Prudential-Bache/A.G.
Spanos Genesis Income Partners L.P., I (a limited partnership) (the
"Partnership") as of December 31, 1998 and 1997, and the related statements
of operations, changes in partners' equity (deficit) and cash flows for
each of the three years in the period ended December 31, 1998.  Our audits
also included the financial statement schedule of the Partnership listed at
Item 14(a)(2).  These financial statements and financial statement schedule
are the responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements and financial
statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Prudential-Bache/A.G. Spanos Genesis
Income Partners L.P., I as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for each of the three years in the
period ended December 31, 1998 in conformity with generally accepted
accounting principles.  Also, in our opinion, such financial statement
schedule, when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.

As discussed in Note G to the financial statements, on March 11, 1999, the
Partnership entered into an agreement to sell all the Properties.  No
assurance can be given that the sale will take place as provided in the
agreement.


/s/ Deloitte & Touche LLP
San Francisco, California

March 12, 1999


                                    15

<PAGE>
       PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
                          (A Limited Partnership)

                               BALANCE SHEETS
                        December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                      1998         1997
                                                   ----------   ----------
<S>                                               <C>          <C>
                     ASSETS
Property, net                                     $65,344,609  $68,176,821
Cash and cash equivalents                           6,386,116    5,323,329
Accounts receivable, affiliate                        163,476      163,476
Other assets                                          348,882      230,760
                                                   ----------   ----------
                                                  $72,243,083  $73,894,386
                                                   ----------   ----------
                                                   ----------   ----------


   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Mortgage loans payable                            $56,917,509  $57,927,235
Accounts payable                                      512,015      449,811
Accounts payable, affiliate                           205,900      203,626
Distributions payable                                 412,373      412,373
Accrued interest                                      402,819      409,443
Accrued property taxes                                442,283      453,016
Unearned rent and tenant deposits                     513,654      520,212
                                                   ----------   ----------
                                                   59,406,553   60,375,716
                                                   ----------   ----------
Partners' equity (deficit):
Limited partners' equity (64,660 units
  authorized and outstanding)                       6,996,693    7,665,188
Special limited partners' equity (7,749.5 units
  authorized and outstanding)                       6,862,188    6,862,188
General partners' deficit                          (1,022,351)  (1,008,706)
                                                   ----------   ----------
                                                   12,836,530   13,518,670
                                                   ----------   ----------
                                                  $72,243,083  $73,894,386
                                                   ----------   ----------
                                                   ----------   ----------
</TABLE>
See notes to financial statements.

                                     16
<PAGE>
       PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
                          (A Limited Partnership)

                          STATEMENTS OF OPERATIONS
          For the years ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
                                                      1998         1997         1996
                                                   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>
Revenues:
 Rental                                           $16,372,293  $15,657,774  $15,307,834
 Land/Lease rentals from affiliates                   660,000      660,000      660,000
 Interest                                             228,767      189,609      162,068
                                                   ----------   ----------   ----------
                                                   17,261,060   16,507,383   16,129,902
                                                   ----------   ----------   ----------
Expenses:
 Property operating expenses                        5,935,351    6,097,461    5,707,050
 Property taxes                                     1,216,884    1,235,151    1,221,069
 Property management fees to affiliates               489,823      469,310      457,754
 General and administrative expense                   103,417       90,763       91,487
 Proxy costs                                          278,494          -0-          -0-
 Interest expense                                   4,782,635    4,867,527    4,960,498
 Management fees to affiliates                        654,892      626,310      612,314
 Depreciation                                       2,832,212    2,832,212    2,832,212
                                                   ----------   ----------   ----------
                                                   16,293,708   16,218,734   15,882,384
                                                   ----------   ----------   ----------
Net income                                        $   967,352  $   288,649  $   247,518
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------

Net income allocated to General Partners          $    19,347  $     5,773  $     4,950
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------
Net income allocated to Limited Partners          $   948,005  $   282,876  $   242,568
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------
Net income allocated to Special
 Limited Partners                                 $       -0-  $       -0-  $       -0-
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------
Net income per unit of limited
 partnership interest                             $     14.66  $      4.37  $      3.75
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------
</TABLE>
See notes to financial statements.

                                     17
<PAGE>
       PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
                          (A Limited Partnership)

            STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
          For the years ended December 31, 1998, 1997 and 1996


<TABLE>
<CAPTION>
                                                     Special
                                        Limited      Limited      General
                            Total      Partners     Partners     Partners
                         ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>
Partners' equity
  (deficit)-
  December 31, 1995     $16,281,487  $10,372,744  $ 6,862,188  $  (953,445)

Net income                  247,518      242,568          -0-        4,950

Distributions            (1,649,492)  (1,616,500)         -0-      (32,992)
                         ----------   ----------   ----------   ----------
Partners' equity
  (deficit)-
  December 31, 1996      14,879,513    8,998,812    6,862,188     (981,487)

Net income                  288,649      282,876          -0-        5,773

Distributions            (1,649,492)  (1,616,500)         -0-      (32,992)
                         ----------   ----------   ----------   ----------
Partners' equity
  (deficit)-
  December 31, 1997      13,518,670    7,665,188    6,862,188   (1,008,706)

Net income                  967,352      948,005          -0-       19,347

Distributions            (1,649,492)  (1,616,500)         -0-      (32,992)
                         ----------   ----------   ----------   ----------
Partners' equity
  (deficit)-
  December 31, 1998     $12,836,530  $ 6,996,693  $ 6,862,188  $(1,022,351)
                         ----------   ----------   ----------   ----------
                         ----------   ----------   ----------   ----------
</TABLE>
See notes to financial statements.

                                     18
<PAGE>
       PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
                          (A Limited Partnership)

                          STATEMENTS OF CASH FLOWS
          For the years ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
                                                      1998         1997         1996
                                                   ----------   ----------   -----------
<S>                                               <C>          <C>          <C>
Cash flows from operating activities:
Net income                                        $   967,352  $   288,649  $   247,518
                                                   ----------   ----------   -----------
 Adjustments to reconcile net income to
 net cash provided by operating activities:
   Depreciation                                     2,832,212    2,832,212    2,832,212
   (Increase) decrease in other assets               (118,122)    (103,073)      14,638
   Decrease in account receivable, affiliate              -0-          -0-      165,000
   Increase in accounts payable, affiliate              2,274       13,712        2,585
   (Decrease) increase in accounts payable             62,204       (9,254)     (43,324)
   (Decrease) increase in accrued interest             (6,624)        (162)      11,309
   (Decrease) increase in accrued property taxes      (10,733)    (143,813)     131,001
   (Decrease) increase in unearned rent and
     tenant deposits                                   (6,558)      66,715        2,886
                                                   ----------   ----------   -----------
    Total adjustments                               2,754,653    2,656,337    3,116,307
                                                   ----------   ----------   -----------
Net cash provided by operating activities           3,722,005    2,944,986    3,363,825
                                                   ----------   ----------   -----------

Cash flows from financing activities:
 Proceeds from mortgage loan payable                      -0-          -0-    9,000,000
 Mortgage loan principal amortization              (1,009,726)    (970,032)    (924,033)
 Other mortgage loan repayments                           -0-          -0-   (8,943,480)
 Distributions to partners                         (1,649,492)  (1,649,492)  (1,649,492)
                                                   ----------   ----------   -----------
Net cash used in financing activities              (2,659,218)  (2,619,524)  (2,517,005)
                                                   ----------   ----------   -----------

Net increase in cash and cash equivalents           1,062,787      325,462      846,820
Cash and cash equivalents, beginning of period      5,323,329    4,997,867    4,151,047
                                                   ----------   ----------   ----------
Cash and cash equivalents, end of period          $ 6,386,116  $ 5,323,329  $ 4,997,867
                                                   ----------   ----------   ----------
                                                   ----------   ----------   -----------
</TABLE>
See notes to financial statements.

                                     19
<PAGE>
                       PRUDENTIAL-BACHE/A. G. SPANOS
                       GENESIS INCOME PARTNERS L.P., I
                          (A Limited Partnership)

                        NOTES TO FINANCIAL STATEMENTS
                Years Ended December 31, 1998, 1997 and 1996


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Prudential-Bache/A.G. Spanos Genesis Income Partners L.P., I (the
"Partnership") is a Delaware limited partnership organized for the purpose
of acquiring and operating thirteen specified apartment properties (the
"Properties") consisting of eight apartment projects (the "Apartment
Projects") and five land parcels, upon which apartment complexes have been
constructed, to be leased back to the sellers for up to 25 years (the
"Land/Leases").  Through December 31, 1998, the Partnership had sold three
of the Land/Leases and one of the Apartment Projects.  The General Partners
of the Partnership are Prudential-Bache Properties, Inc. (the "Bache
General Partner") and A.G. Spanos Residential Partners-86, A California
Limited Partnership (the "Spanos General Partner").

The Partnership sold 64,660 depository units of limited partnership
interest ("Units") between February 1987 and August 1988 for aggregate
capital contributions (net of certain volume selling commission discounts)
of $64,641,610.  The Partnership has also issued non-voting Special Limited
Partnership Interests ("Special Interests") to affiliates of the Spanos
General Partner in consideration for capital contributions, payments under
a cash flow guaranty, and certain refinancing costs paid on behalf of the
Partnership by such affiliates.

In July 1998, a majority in interest of the limited partners approved a
proposal to sell the remaining Properties at a public auction and then
distribute the sale proceeds in liquidation of the Partnership.  The
proposed auction and liquidation are part of an overall settlement of the
Multidistrict Litigation described in Note F below.  In July 1998, the
settlement, including the auction and liquidation, was approved by the
court overseeing the litigation.  In March 1999, the Partnership entered
into a contract to sell the Properties.  See Note G below.

Financial Statement Preparation

The Partnership has a fiscal year ending December 31.  The books and
records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles.
Certain reclassifications have been made to prior year amounts in order to
be in conformity with the current year presentation.

                                    20

<PAGE>
Accounting Estimates

In preparing the financial statements, management makes estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities (see Note F) at the date of
the financial statements and the reported amounts of revenues and expenses
from the reporting period.  Actual results could differ from those
estimates.

Cash Equivalents

Cash equivalents consist of money market funds containing money market
instruments with an original maturity date of 90 days or less whose cost
approximates market value.

Property

Property, which includes land, buildings and equipment, is carried at the
lower of depreciated cost or estimated fair value. Depreciated cost was
reduced by certain payments received under the cash flow guaranty (see
Note D).  Depreciation on buildings and equipment is recorded on a
straight-line basis over their estimated useful lives, which range from 7
to 27.5 years.

Other Assets

Other assets include prepaid expenses and tenant receivables.

Income Taxes

No provision has been made for federal or state income taxes (or credits)
since such items are the responsibility of the partners.  A reconciliation
of the net income (loss) in the financial statements to the net taxable
income (loss) is set forth below:

                                          1998        1997       1996

Net income per financial statements         $967,352     $288,649 $  247,518
Loan fee amortization and interest
 expense adjustment                              -0-     (45,251)   (49,365)
Unearned rent and non refundable
 deposits recognized as income for
 tax purposes when received                 (29,802)       23,352       (15,046)
Proxy costs capitalized for tax
 purposes                                    278,494          -0-        -0-
                                           ---------    ---------  ---------
Net taxable income (loss)                 $1,216,044     $266,750  $ 183,107
                                           ---------    ---------  ---------
                                           ---------    ---------  ---------
The book and tax bases of partners' equity differ by the cumulative effect
of the book to tax income adjustments.

                                     21

<PAGE>
Allocations and Distributions

Pursuant to the Partnership Agreement, operating income, losses and cash
distributions are generally allocated 98% to the Unitholders and 2% to the
General Partners.  Taxable income and losses are allocated in the same
manner.  Cash distributions resulting from refinancings and non-terminating
sales of the Properties are generally allocable as follows:  First, 98% to
the limited partners and 2% to the General Partners until (i) the aggregate
of all such distributions equals the limited partners' aggregate capital
contributions and (ii) the aggregate of all other cash distributions
(including operating cash distributions, but excluding distributions in
repayment of capital contributions) equals the limited partners' 10% per
annum cumulative noncompounded return on their adjusted capital
contributions (the "First Level Sale or Refinance Distributions").
Thereafter, cash distributions resulting from a sale or refinancing are
generally allocable 85% to the Unitholders and 15% to the General Partners
(the "Second Level Sale or Refinance Distributions"). Income from
non-terminating sales of the Properties is generally allocable in the same
manner as cash distributions resulting from such sales, after taking into
account the depreciation expense with respect to the Properties sold.

The sale of all the Properties as approved by the limited partners
constitutes a terminating sale under the Partnership Agreement.  The
Partnership Agreement provides that net income from a terminating sale is
allocated first to the general and limited partners to the extent of their
negative capital account balances, then 98% to the limited partners and 2%
to the General Partners until their capital account balances equal their
Adjusted Contributions (i.e., their original capital contribution of $1,000
per unit less any prior distributions of cash from sale or refinancings or
from working capital reserves), and then in varying percentages to the
limited and general partners.  The capital account balances of the Special
Limited Partners currently equal their Adjusted Contributions.  There is
not expected to be sufficient net income to restore the Unitholders'
capital account balances to the level of their Adjusted Contributions.  The
Partnership Agreement provides that liquidating cash distributions are to
be paid to the partners in accordance with their positive capital account
balances after allocating the net income from the terminating transaction.

The Special Interests entitle the holders to receive First Level Sale or
Refinance Distributions and liquidating distributions in accordance with
their positive capital account balances (with corresponding allocations of
income on sales), but no allocations of operating income, losses or cash
distributions and no allocations of Second Level Sale or Refinance
Distributions.

Cash distributions to the partners are recorded in the periods to which
they relate for financial reporting purposes.  The Partnership paid fourth
quarter cash distributions of $412,373 in February 1999 and 1998.  These
distributions were accrued at December 31, 1998 and 1997.

                                    22

<PAGE>
Revenue Recognition

Rental income is accrued as rents are due.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial instruments," requires the determination of fair
value for certain of the Partnership's assets and liabilities.  The
following methods and assumptions were used to estimate the fair value of
those financial instruments included in the following categories:

Cash and Cash Equivalents - The carrying amount approximates fair value
based on the liquidity of the assets.

Mortgage Loans Payable (see Note C) - The carrying value approximates fair
value based on interest rates available to the Partnership on debt
instruments with similar terms.

Comprehensive Income   The Partnership adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income,"
during 1998.  SFAS No. 130 requires that all items that are required to be
recognized under accounting standards as components of comprehensive income
be reported in a financial statement that is displayed with the same
prominence as other financial statements.  During the three year period
ended December 31, 1998, the Partnership had no items of other
comprehensive income except for net income.  Accordingly, comprehensive
income equals net income for 1998, 1997 and 1996.


NOTE B - PROPERTY

Property is comprised of the following at December 31, 1998 and 1997:

                                            1998           1997

Apartment buildings                $  77,245,362  $  77,245,362
Equipment                              4,937,209      4,937,209
Land                                  17,147,732     17,147,732
Land held for lease                    2,479,098      2,479,098
                                     -----------    -----------
                                     101,809,401    101,809,401
Less: Accumulated depreciation       (36,464,792)   (33,632,580)
                                     -----------    -----------
                                   $  65,344,609  $  68,176,821
                                     -----------    -----------
                                     -----------    -----------

The Partnership leases apartments under lease agreements with terms ranging
from one to twelve months.  The ground leases for the Land/Leases are
described in Note E.  In March 1999, the Partnership entered into a
contract to sell the Properties.  See Note G below.

                                    23

NOTE C - MORTGAGE LOANS PAYABLE

The mortgage loans payable are collateralized by first deeds of trust on
the respective Properties and security interests in the equipment contained
therein.  Detailed information regarding the mortgage loans is set forth
below.

                                     24
<PAGE>
<TABLE>
<CAPTION>
                                                                      Final         Monthly     Principal     Estimated
Property Pledged              Obligation    Obligation    Interest    Maturity   Principal and  Due During    Balloon
as Collateral                 at 12/31/98   at 12/31/97   Rate        Date          Interest    1999          Payment
                              ----------    ----------    --------    ----------    --------    ----------    ----------
<S>                          <C>           <C>           <C>         <C>           <C>         <C>           <C>
Le Parc Apartments
 Marietta, Georgia            $ 7,120,534   $ 7,306,943      7.97%     06/01/16     $ 64,238   $   200,536           N/A

Casa de Fuentes Apartments
 Overland Park, Kansas          6,956,608     7,058,608      8.02%     11/01/99       54,667     6,956,608    $6,872,000

MacArthur Park Apartments
 Irving, Texas                  6,236,386     6,363,405      8.00%     02/01/01       47,144        79,434     5,942,000

Cypress Pointe Apartments
 Louisville, Kentucky          10,953,063    11,070,645     10.02%     05/31/99      101,480    10,953,063    10,861,000

Comanche Place Apartments
 Overland Park, Kansas          7,569,261     7,680,261      8.02%     11/01/99       61,718     7,569,261     7,495,000

Chelsea Park Apartments
 Norcross, Georgia              9,459,231     9,682,469      7.97%     06/01/17       81,744       235,701           N/A

Mission Trails Apartments
 San Diego, California          8,622,426     8,764,904      8.02%     03/01/00       71,078       153,822     8,443,000
                              -----------   -----------                             --------   -----------
                              $56,917,509   $57,927,235                             $482,069   $26,148,425
                              -----------   -----------                             --------   -----------
                              -----------   -----------                             --------   -----------
</TABLE>
The interest rate on the Casa de Fuentes, Comanche Place and Mission
Trails loans are not fixed.

Interest paid in 1998, 1997 and 1996 was $4,789,259, $4,867,689 and
$4,949,189 respectively.

                                      25

<PAGE>
In November 1997, the Partnership and the lender entered into an agreement
to extend the maturity date of the Casa de Fuentes and Comanche Place
mortgage loans through November 1, 1999.  Pursuant to the extension
agreement, the loans bear interest at the lender's prime interest rate or,
at the option of the Partnership, a rate 2.5% above the London Interbank
Offered Rate (LIBOR) based upon 3, 6, 9, or 12 month fixings. The loans
require monthly payments of interest plus fixed principal reductions of
$8,500 per month for Casa de Fuentes and $9,250 for Comanche Place.

Aggregate maturities of mortgage loans payable for each of the five years
ending December 31, 2003 and thereafter are as follows:

              1999                                 $26,148,425
              2000                                   9,026,925
              2001                                   6,460,491
              2002                                     553,597
              2003                                     599,354
              Thereafter                            14,128,717
                                                    ----------
                                                   $56,917,509
                                                    ----------
                                                    ----------

NOTE D - RELATED PARTY TRANSACTIONS

The Partnership acquired the Properties from affiliates of the Spanos
General Partner (the "Sellers").  Under the terms of the acquisitions, the
Sellers guaranteed that if the Apartment Projects as a group did not meet
certain annual net cash flow levels between their acquisition dates and
December 31, 1990, then the Sellers would make up any deficiency by
periodic cash payments ("Support Payments") to the Partnership.  The first
$7,623,000 of Support Payments were non-refundable, and the Partnership
accounted for them as a reduction of the purchase price of the Apartment
Projects.  The Partnership issued Special Interests in exchange for
Support Payments in excess of that amount; however, the Special Interests
were cancelable by the Partnership to the extent that the aggregate net
cash flow from any of the Apartment Projects (treated individually and not
collectively) was negative during the guaranty period.  The cancellations
were also accounted for as a reduction of the purchase price of the
Apartment Projects.

                                 26

<PAGE>
Support Payments of $10,978,307 accrued to the Partnership based upon the
operating results of the Apartment Projects from inception of the
Partnership through the conclusion of the guaranty on December 31, 1990.
The Partnership issued 3,355 Special Interests to a Seller in exchange for
$3,355,307 of Support Payments in excess of the $7,623,000 non-refundable
amount.  Two properties had aggregate negative net cash flow totaling
$1,158,870; accordingly, the Partnership canceled 1,159 Special Interests.

Affiliates of the Spanos General Partner are the lessees under the
Land/Leases.  Rentals accrued under the leases from such affiliates were
$660,000 in each of 1998, 1997 and 1996.  Rentals of $163,476 were
receivable at December 31, 1998.  The apartment complexes owned by the
lessees and the land owned by the Partnership on which the apartment
complexes are constructed have been pledged as collateral for the
borrowings used to finance the development of the Properties.  At
December 31, 1998, the Del Rio complex was encumbered by $7,602,615 of
outstanding mortgage debt bearing interest at the rate of 7.161% per
annum, requiring monthly payments of principal and interest of $50,504,
and maturing November 1, 2000; and the Cameron Creek complex was
encumbered by $12,375,223 of outstanding mortgage debt bearing interest at
the rate of 7.245% per annum, requiring monthly payments of principal and
interest of $108,257, and maturing April 1, 2016.

An affiliate of the Spanos General Partner manages the Apartment Projects.
Property management fees totaled $489,823, $469,310, and $457,754,
respectively, in 1998, 1997 and 1996.  Under the management agreements,
the affiliate employs property managers and other on-site personnel, and
the Partnership bears the expense for their compensation (including
employment taxes and fringe benefits).  That expense was approximately
$1,506,000, $1,460,000 and $1,346,000, respectively in 1998, 1997 and
1996.  Accruals of $40,914 and $42,212 for property management fees and
$134,475 and $115,264 for salary expense reimbursements were outstanding
at December 31, 1998 and 1997, respectively.

Under the Partnership Agreement, the Spanos General Partner is entitled to
a supervisory management fee and the Bache General Partner is entitled to
a special distribution.  The fee and distribution are each equal to two
percent of the revenues from the Apartment Projects.  The special
distribution is reduced to the extent of reimbursements to the Bache
General Partner for certain expenses incurred in the administration of the
Partnership.  Amounts accrued during the past three years were as follows.

                                              1998      1997      1996

Supervisory management fee                  $327,446  $313,155  $306,157
Special distribution                         280,588   266,297   259,299
Administrative expense reimbursements         46,858    46,858    46,858
                                         -------   -------   -------
                                            $654,892  $626,310  $612,314
                                             -------   -------   -------
                                             -------   -------   -------

Accruals of $164,986 and $161,414 for management fees payable to the
General Partners were outstanding at December 31, 1998 and 1997,
respectively.

                                    27

<PAGE>
Under the Partnership Agreement, the General Partners may be entitled to
subordinated real estate commissions if the Partnership is able to provide
the limited partners with (i) aggregate distributions of sales and
refinancing proceeds equal to the limited partners' aggregate capital
contributions and (ii) aggregate distributions from all other sources
except distributions in repayment of capital contributions equal to the
limited partners' 6% per annum cumulative noncompounded return on their
adjusted capital contributions.  The subordinated real estate commissions
would be the lesser of 3% of the sales price of the Properties or one-half
of the normal and competitive rate customarily charged by unaffiliated
parties.  It is highly unlikely that the Partnership will achieve the
distribution threshold; accordingly, no provision for subordinated real
estate commissions has been made in the financial statements.

The General Partners' capital account deficit for financial accounting
purposes exceeds the amount the General Partners would be obligated to
restore if the Partnership were to dissolve.

In May 1998, the Spanos General Partner initiated a consent solicitation
for the limited partners to consider the proposal to auction the
Properties and then distribute the sale proceeds in liquidation of the
Partnership.  The Spanos General Partner agreed to pay the costs of the
consent solicitation subject to reimbursement by the Partnership if a
majority in interest of the limited partners approved the proposal.  In
June 1998, the Partnership received consent from the requisite number of
limited partners.  In July 1998, the Partnership reimbursed the Spanos
General Partner for $172,667 of solicitation costs.  The settlement
required an affiliate of the Spanos General Partner to open the auction
with a minimum bid for the Properties of $20,560,000 in excess of the
outstanding mortgage debt.

Prudential Securities Incorporated ("PSI"), an affiliate of the Bache
General Partner, owned 1,920 Units at December 31, 1998.

NOTE E - LAND/LEASES

The Land/Leases are leased to affiliates of the Spanos General Partner
(see Notes B and D).  Under the leases, either the Partnership, as owner
of the land, or the lessees, as the owners of the buildings, have the
power to sell the entire project to any third party purchaser.  As a
result, the Partnership may be required to dispose of the Land/Leases at a
time and on terms which it might not otherwise have approved.  The leases
provide that upon the sale of the project, the proceeds, if any, remaining
after payment of the related mortgage indebtedness will be allocated first
to the Partnership to the extent of its purchase price for the land, then
to the lessee to the extent of its specified "tenant's equity," and then
42.5% to the Partnership and 57.5% to the lessee.

                                    28 

<PAGE>
NOTE F - CONTINGENCIES

In May 1997, the Spanos General Partner and certain of its affiliates
entered into a Stipulation of Settlement with legal counsel representing
the plaintiff class in a number of actions ("Multidistrict Litigation")
pending before a single judge of the United States District Court for the
Southern District of New York.  The settlement contemplated, among other
things, the sale of all of the Properties at public auction and the
subsequent liquidation and dissolution of the Partnership. The settlement
agreement was preliminarily approved by the Court in August 1997.  In July
1998, a majority in interest of the Unitholders approved the auction and
liquidation of the Partnership, and the Court entered an order and final
judgment approving the settlement, auction and liquidation.  There can be
no assurance that the conditions to implementation of the settlement will
be satisfied.

In April 1994, a multiparty petition entitled Schreiber et al. v.
Prudential Securities, Inc., et al. (Cause No. 94-17696) was filed in the
189th Judicial District Court of Harris County, Texas, purportedly on
behalf of investors in the Partnership against the Partnership, the
General Partners, PSI, The Prudential Insurance Company of America and a
number of other defendants.  The Petition alleged common law fraud, fraud
in the inducement and negligent misrepresentation in connection with the
offering of limited partnership interests and negligence, breach of
fiduciary duty, civil conspiracy, and violations of the federal Securities
Act of 1933 (sections 11 and 12) and of the Texas Securities and Deceptive
Trade Practices statutes.  The suit sought, among other things,
compensatory and punitive damages, costs and attorney's fees.  Most of the
plaintiffs released their claims against the defendants in exchange for
monetary payments by PSI at no cost to the Partnership.  In February 1999,
the court entered an order dismissing all remaining claims.


NOTE G - SUBSEQUENT EVENT

On March 11, 1999, the Partnership entered into an agreement to sell all
the Properties to WXI/SPN Real Estate Limited Partnership for
$126,333,500.  The agreement provides for a closing as soon as practicable
but in no event later than April 25, 1999, or such later date on or before
June 1, 1999 as may be required by the Partnership in order to prepay the
mortgage loans.  Under the terms of the leases for the Land/Leases,
approximately $20,117,000 of the sales price (which includes approximately
$19,907,000 of existing mortgage debt as of March 1, 1999) will be
allocated to A.G. Spanos Construction, Inc., an affiliate of the Spanos
General Partner, as consideration for its sale of the Del Rio and Cameron
Creek buildings.  No assurance can be given that the sale will take place
as provided in the agreement.

                                    29

<PAGE>
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

Not applicable.

                                    30
<PAGE>
                                 PART III


Item 10.  Directors and Executive Officers of the Registrant

The Partnership does not have directors or executive officers.  The
Partnership is managed by the General Partners, which have formed, and may
continue to form, other real estate investment entities with investment
policies similar to those of the Partnership and which may compete with
the Partnership for management services.  The Spanos General Partner is a
California limited partnership whose general partners are AGS Financial
Corporation and A.G. Spanos Realty, Inc.  AGS Financial Corporation is the
managing general partner of the Spanos General Partner.  The directors and
executive officers of AGS Financial Corporation and of the Bache General
Partner who perform services for the Partnership are listed below,
together with a brief description of their experience.  All have
indefinite terms.

AGS Financial Corporation is owned by Dean A. Spanos, Michael A. Spanos,
Barry L. Ruhl, Dea Economou and a Spanos family trust.  Dean A. Spanos,
Michael A. Spanos and Dea Economou are children of Alex G. Spanos,
Chairman of the Board of AGS Financial Corporation.  Barry L. Ruhl is a
son-in-law of Alex G. Spanos.  There are no other family relationships
among the directors and executive officers of AGS Financial Corporation or
the Bache General Partner.

The General Partners and their directors and executive officers, and any
persons holding more than ten percent of the Partnership's Units are
required to report their initial ownership of such units and any
subsequent changes in that ownership to the Securities and Exchange
Commission on Forms 3, 4 and 5.  Such executive officers, directors and
greater than ten percent Unitholders are required by Securities and
Exchange Commission regulations to furnish the Partnership with copies of
all Forms 3, 4 and 5 they file.  All of these filing requirements were
satisfied on a timely basis.  In making the disclosures, the Partnership
has relied solely on written representations of the General Partners'
directors and executive officers and greater than ten percent Unitholders
or copies of the reports that they have filed with the Securities and
Exchange Commission during and with respect to its most recent fiscal
year.

                                    31

<PAGE>
                         AGS FINANCIAL CORPORATION
         Name                                                Position

         Alex G. Spanos                         Chairman of the Board

         Dean A. Spanos                    Vice Chairman and Director

         Barry L. Ruhl                                       Director

         Michael A. Spanos                                   Director

         Arthur J. Cole                        President and Director

         Jeremiah T. Murphy              Executive Vice President and
                                              Chief Financial Officer

ALEX G. SPANOS, age 75, has been Chairman of the Board of AGS Financial
Corporation since its founding in 1981.  In addition, he serves as
Chairman of the Board or President of each of the other Spanos companies
and owns a controlling interest in the San Diego Chargers, a professional
football team.  Mr. Spanos founded the combined Spanos organizations in
the early 1960's and has been the driving force behind the development of
approximately 60,000 apartments and over 3 million square feet of office
space.  Mr. Spanos maintains close contact with the key executives of each
of his companies and lends his judgment and experience to all major land
acquisitions, development and property financing decisions, and the
investment activities of AGS Financial Corporation.  Mr. Spanos attended
the University of the Pacific.

DEAN A. SPANOS, age 48, has been Vice Chairman and a Director of AGS
Financial Corporation since its founding in 1981.  He is the chief
operating officer of the property development and management companies
within the Spanos organization, responsible for land acquisitions,
financing construction and property sales.  Mr. Spanos holds a bachelor's
degree in business administration from the University of the Pacific.

MICHAEL A. SPANOS, age 39, has served as a Director of AGS Financial
Corporation since its founding in 1981.  He is Executive Vice President of
A.G. Spanos Construction, Inc.  He holds a bachelor's degree from the
University of the Pacific.

                                    32

<PAGE>
BARRY L. RUHL, age 47, has been a Director of AGS Financial Corporation
since its founding in 1981.  He is Executive Vice President of A.G. Spanos
Construction, Inc. He holds a D.D.S. from the University of the Pacific
Dental School.

ARTHUR J. COLE, age 44, has served as President of AGS Financial
Corporation since August 1990 and as a director since 1986.  He joined AGS
Financial Corporation in 1983.  He holds a bachelor's degree from Golden
Gate University.

JEREMIAH T. MURPHY, age 54, has served as an Executive Vice President of
AGS Financial Corporation and is the Chief Financial Officer for all the
A.G. Spanos Companies.  He has been employed by the Spanos companies since
1983.  Prior to joining the Spanos companies he was a partner with the
accounting firm, Bowman & Company, which he joined in 1970.  Mr. Murphy is
a Certified Public Accountant and a graduate of Bernard Baruch College.

                     PRUDENTIAL-BACHE PROPERTIES, INC.

         Name                                                Position

         Brian J. Martin                   President, Chief Executive
                                       Officer, Director and Chairman
                                            of the Board of Directors

         Barbara J. Brooks               Vice President - Finance and
                                              Chief Financial Officer

         Eugene D. Burak                               Vice President

         Chester A. Piskorowski                 Senior Vice President

         Frank W. Giordano                                   Director

         Nathalie P. Maio                                    Director

BRIAN J. MARTIN, age 48, is the President, Chief Executive Officer,
Chairman of the Board of Directors and a Director of the Bache General
Partner. He is a Senior Vice President of Prudential Securities
Incorporated ("PSI"), an affiliate of the Bache General Partner. Mr.
Martin also serves in various capacities for other affiliated companies.
Mr. Martin joined PSI in 1980.  Mr. Martin is a member of the Pennsylvania
Bar.

                                    33

<PAGE>
BARBARA J. BROOKS, age 50, is the Vice President-Finance and Chief
Financial Officer of the Bache General Partner.  She is a Senior Vice
President of PSI. Ms. Brooks also serves in various capacities for other
affiliated companies.  She has held several positions within PSI since
1983.  Ms. Brooks is a certified public accountant.

EUGENE D. BURAK, age 53, is a Vice President of the Bache General Partner.
He is a Senior Vice President of PSI and serves in various capacities for
other affiliated companies. Prior to joining PSI in September 1995, he was
a management consultant for three years and was with Equitable Capital
Management Corporation from March 1990 to May 1992. Mr. Burak is a
certified public accountant.

CHESTER A. PISKOROWSKI, age 55, is a Senior Vice President of the Bache
General Partner. He is a Senior Vice President of PSI and is the Senior
Manager of the Specialty Finance Asset Management area. Mr. Piskorowski
has held several positions within PSI since April 1972. Mr. Piskorowski is
a member of the New York and Federal Bars.

FRANK W. GIORDANO, age 56, is a Director of the Bache General Partner.  He
is a Senior Vice President of PSI.  Mr. Giordano also serves in various
capacities for other affiliated companies. He has been with PSI since July
1967.

NATHALIE P. MAIO, age 48, is a Director of the Bache General Partner. She
is a Senior Vice President and Deputy General Counsel of PSI and
supervises nonlitigation legal work for PSI.  She joined PSI's Law
Department in 1983; presently, she also serves in various capacities for
other affiliated companies.


Item 11.  Executive Compensation

The Partnership is not required to and did not pay remuneration to the
officers and directors of the General Partners.  Certain officers and
directors of the General Partners receive compensation from the General
Partners and/or their affiliates (but not from the Partnership) for
services performed for various affiliated entities, which may include
services performed for the Partnership; however, the General Partners
believe that any compensation attributable to services performed for the
Partnership is immaterial.  See Item 13 "Certain Relationships and Related
Transactions" for a discussion of compensation and fees to which the
General Partners and their affiliates are entitled.

                                    34

<PAGE>
Item 12.  Security Ownership of Certain Beneficial Owners and
          Management

No Unitholder is known by the Partnership to own beneficially more than 5%
of the outstanding Units.  The percentage of outstanding Units held by all
directors and officers of the General Partners is less than 1%.

The Partnership has issued 7,749.5 Special Interests to affiliates of the
Spanos General Partner at March 1, 1999, all of which Interests are
beneficially owned by members of the Spanos family, certain of whom are
directors and officers of the general partners of the Spanos General
Partner.

As of March 1, 1999, the individual directors and the directors and
officers, as a group, of AGS Financial Corporation and A.G. Spanos Realty,
Inc., the general partners of the Spanos General Partner, beneficially
owned shares of the common stock of AGS Financial Corporation and A.G.
Spanos Realty, Inc. as follows:

                                  AGS Financial         A.G. Spanos
                                   Corporation          Realty, Inc.
Name                           Shares  % of Class  Shares % of Class

Alex G. Spanos                       -0-        -0-        20       100%
Dean A. Spanos                      1,000       10%
Barry L. Ruhl                       1,000       10%
Michael A. Spanos                   1,000       10%
All directors and officers
as a group (8 persons)              9,000(1)    90%        20       100%

(1)  These amounts include shares beneficially owned by virtue of certain
beneficial interests in a Spanos family trust which owns 6,000 shares
(60%) of the shares of AGS Financial Corporation.

Item 13.  Certain Relationships and Related Transactions

The General Partners and their affiliates are permitted to engage in
transactions with the Partnership as described in the Partnership
Agreement.  Specific information regarding these transactions is set forth
below.

Certain affiliates of the Spanos General Partner are the lessees under the
ground leases for the Partnership's Land/Lease properties.  Set forth
below is information regarding the ground leases.

                                    35

<PAGE>
                                                             Annual
Property          Lessee           Termination Date(1)       Rent (2)(3)

Cameron Creek     A.G. Spanos
                  Construction, Inc.    10/01/2012             $420,000

Del Rio           A.G. Spanos
                  Construction, Inc.    12/21/2012             $240,000

(1)  Under the ground lease, the lessor and lessee each have the power to
sell the land and improvements without the consent of the other party.
Such a sale would terminate the lease before the nominal termination date.

(2)  In addition to the base rental income, the Partnership is entitled to
proceeds upon the sale or refinancing of the Land/Leases and improvements.

(3)  Of the total annual rent, $163,476 was receivable at December 31,
1998.

The General Partners and certain affiliates thereof have, during the
Partnership's year ended December 31, 1998 earned or received compensation
or payments for services from the Partnership as set forth below.  In
addition, under the Partnership Agreement, the General Partners are
entitled to subordinated real estate commissions equal to the lesser of 3%
of the sales price of the Properties or one-half of the normal and
competitive rate customarily charged by unaffiliated parties.  The
subordinated real estate commissions are not payable until the limited
partners have received certain priority distributions.  See note D to the
financial statements.

                      Capacity in            Form of          Cash
    Recipient         Which Served         Compensation     Compensation

Spanos General     General Partner      Supervisory                $327,446
  Partner                                Management Fee(1)

Bache General      General Partner      Special                     280,588
  Partner                                 Distribution(2)

A.G. Spanos        Property Manager      Property                   489,823
  Management Inc.                        Management Fees(3)

General Partners   General Partners   Cash from Operations(4)        32,992

Bache General      General Partner           Expense                 46,858
  Partner                                 Reimbursements

                                    36

<PAGE>
(1)  Supervisory Property Management Fee for supervising the management of
the Properties equal to 2% of gross receipts from the Apartment Projects.

(2)  Special Distribution for services in managing and administering the
Partnership equal to 2% of gross receipts from the Apartment Projects,
reduced to the extent of reimbursements, if any, for certain expenses
incurred in the administration of the Partnership.

(3)  Property Management Fees for property management services equal to 3%
of gross receipts from the Apartment Projects.

(4)  Cash from Operations equal to 2% of Adjusted Cash from Operations
remaining after payment of the Special Distribution.

                                    37

<PAGE>
                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

   (a)(1) Financial Statements:

          See Index to Financial Statements and Schedule on page 14.

       (2)Financial Statement Schedule:

          III. Real Estate and Accumulated Depreciation, page 44.

          All other schedules have been omitted because they are
          inapplicable or not required, or the information is included in
          the financial statements or notes thereto.


           Exhibits

           4(a) Certificate of Limited Partnership of Registrant as filed
                with the Secretary of State of Delaware,  incorporated by
                reference to Exhibit 4(a) to Amendment No. 1 to
                Registration Statement on Form S-11, File No. 33-9139,
                filed with the Securities and Exchange Commission on
                January 28, 1987.

           4(b) Amendment to Certificate of Limited Partnership of
                Registrant as filed with the Secretary of State of
                Delaware, incorporated by reference to Exhibit 4(b) to
                Amendment No. 2 to Registration Statement on Form S-11,
                File No. 33-9139, filed with the Securities and Exchange
                Commission on February 20, 1987.

           4(c) Amended and Restated Agreement of Limited Partnership of
                Registrant, incorporated by reference to Exhibit 4(c) to
                Amendment No. 2 to Registration Statement on Form S-11,
                File No. 33-9139, filed with the Securities and Exchange
                Commission on February 20, 1987.

           4(d) Amendments No. 1 through 6 dated June 3, July 2, August 3
                and 20, September 10 and October 2, 1987, respectively, to
                the Amended and Restated Agreement of Limited Partnership
                of Registrant, incorporated by reference to Exhibit 4(d)
                to Post-Effective Amendment No. 1 to Registration
                Statement on Form S-11, File No. 33-9139, filed with the
                Securities and Exchange Commission on November 12, 1987.

                                    38

<PAGE>
           4(e) Amendments No. 7 through 13 dated December 4 and 18, 1987
                and February 1, March 8 and 25, April 27 and August 12,
                1988, respectively, to the Amended and Restated Agreement
                of Limited Partnership of Registrant, incorporated by
                reference to Exhibit 4(e) of the Annual Report on Form
                10-K dated December 31, 1988, File No. 33-9139.

           4(f) Amendment No. 14 dated August 12, 1998, to the
                Amended and Restated Agreement of Limited Partnership
                of Registrant, incorporated by reference to Exhibit 4(f)
                of the Quarterly Report on Form 10-Q dated September 30,
                1998, File No. 33-9139.

           10    Agreement for Purchase and Sale of Real Property dated
                 March 11, 1999 by and among the Partnership and A.G.
                 Spanos Construction, Inc. as Sellers and WXI/SPN Real
                 Estate Limited Partnership as Buyer (filed herewith).

           27   Financial Data Schedule (filed herewith).

   (b)   Reports on Form 8-K:

        There were no reports on Form 8-K filed during the last quarter
        of the period covered by this Report.  On March 22, 1999 the
        Partnership filed a report on Form 8-K dated March 11, 1999 to
        report that the Partnership had entered into a contract to sell
        the Properties.

                                    38

<PAGE>
                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I (Registrant)

By: Prudential-Bache Properties, Inc.
    A Delaware corporation, General Partner

    By: /s/Brian J. Martin                          Date: March __, 1999
        ---------------------------------------
        Brian J. Martin
        Chairman of the Board of Directors and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant in the capacities (with respect to the General Partners) and on
the dates indicated.

By: Prudential-Bache Properties, Inc.
    A Delaware corporation, General Partner

    By: /s/Brian J. Martin                          Date: March 29, 1999
        ---------------------------------------
        Brian J. Martin
        Chairman of the Board of Directors and Director
        (Principal Executive Officer)

    By: /s/Barbara J. Brooks                        Date: March 29, 1999
        ---------------------------------------
       Barbara J. Brooks
       Vice President-Finance and Chief Financial Officer
       (Principal Financial Officer)

    By: /s/Nathalie P. Maio                         Date: March 29, 1999
        ---------------------------------------
       Nathalie P. Maio
       Director

                                    40
<PAGE>
                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I (Registrant)

By:     A.G. Spanos Residential Partners-86, A California Limited
        Partnership
        General Partner

        By: AGS Financial Corporation, a general partner

            By: /s/Arthur J. Cole                   Date: March 29, 1999
                -------------------------------
                Arthur J. Cole
                President
                (Principal Accounting Officer)

        By: A.G. Spanos Realty, Inc., a general partner

            By: /s/Arthur J. Cole                   Date: March 29, 1999
                -------------------------------
                Arthur J. Cole
                Vice President

RESIDENTIAL PORTFOLIO DEPOSITORY CORP. (Registrant as to the issuance of
Depository Receipts with respect to the Assigned Limited Partnership
Interests)


        By: /s/Arthur J. Cole                       Date: March 29, 1999
            -------------------------------
            Arthur J. Cole
            Vice President

                                    41
_ <PAGE>                         SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant in the capacities (with respect to the General Partners) and on
the dates indicated.

By: A.G. Spanos Residential Partners-86, A California Limited Partnership
    General Partner

    By:  AGS Financial Corporation, a general partner

    By:  /s/Alex G. Spanos                          Date:  March 29, 1999
          ----------------------------------
         Alex G. Spanos
         Chairman of the Board of Directors

    By:  /s/Dean A. Spanos                          Date:  March 29, 1999
          ----------------------------------
         Dean A. Spanos
         Vice Chairman and Director

    By:  /s/Michael A. Spanos                       Date:  March 29, 1999
          ----------------------------------
         Michael A. Spanos
         Director

    By:  /s/Barry L. Ruhl                           Date:  March 29, 1999
          ----------------------------------
         Barry L. Ruhl
         Director

    By:  /s/Arthur J. Cole                          Date:  March 29, 1999
          ----------------------------------
         Arthur J. Cole
         President and Director
         (Principal Executive Officer)

    By:  /s/Jeremiah T. Murphy                      Date:  March 29, 1999
          ----------------------------------
         Jeremiah T. Murphy
         Executive Vice President and Chief Financial Officer
         (Principal Financial and Accounting Officer)

                                    42
<PAGE>
                                SIGNATURES

By:  A.G. Spanos Realty, Inc., a general partner

    By:  /s/Alex G. Spanos                          Date:  March 29, 1999
          ----------------------------------
         Alex G. Spanos
         President and Director (Principal Executive Officer)

    By:  /s/Dean A. Spanos                          Date:  March 29, 1999
          ----------------------------------
         Dean A. Spanos
         Executive Vice President and Director

    By:  /s/Michael A. Spanos                       Date:  March 29, 1999
          ----------------------------------
         Michael A. Spanos
         Executive Vice President and Director

    By:  /s/Barry L. Ruhl                           Date:  March 29, 1999
          ----------------------------------
         Barry L. Ruhl
         Executive Vice President and Director

    By:  /s/Jeremiah T. Murphy                      Date:  March 29, 1999
          ----------------------------------
         Jeremiah T. Murphy
         Vice President (Principal Financial and Accounting Officer)

Residential Portfolio Depository Corp.

    By:  /s/Alex G. Spanos                          Date:  March 29, 1999
          ----------------------------------
         Alex G. Spanos
         Director, President and Chief Financial Officer
         (Principal Executive, Financial and Accounting Officer)

    By:  /s/Dean A. Spanos                          Date:  March 29, 1999
          ----------------------------------
         Dean A. Spanos
         Director

    By:  /s/Jeremiah T. Murphy                      Date:  March 29, 1999
          ----------------------------------
         Jeremiah T. Murphy
         Director

                                    43

<PAGE>
          PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
                            (A LIMITED PARTNERSHIP)

                                 SCHEDULE III
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                              December 31, 1998
<TABLE>
<CAPTION>

Column A                       Column B             Column C                  Column D              Column E   Column F   Column G

                                               Costs Capitalized  Gross Amount at which Carried at
                             Initial Cost to     Subsequent to            Close of Period
                              Partnership        Acquisition             Notes 1, 2 and 4
                                                                                                  Accumulated
                                     Bldgs &           Carrying            Buildings &               Depr.     Date of      Date
Description (Note 1)        Land     Equip       Imps   Cost       Land     Equipment     Total    (Note 3)  Construction Acquired
-------------------         ----     ------      -----  ----       ----     ---------     ------     ------  ------------ --------
<S>                     <C>        <C>         <C>     <C>      <C>        <C>        <C>         <C>        <C>         <C>
Apartment Projects:
Le Parc                  1,865,589 12,069,597      -0-     -0-   1,290,008  9,907,346  11,197,354  4,760,148     1986     06/03/87
Marietta, GA

Casa de Fuentes          2,320,250 11,016,653      -0-     -0-   2,120,968 10,343,379  12,464,347  4,811,207     1986     07/02/87
Overland Park, KS

MacArthur Park           2,945,824  9,482,602      -0-     -0-   2,249,379  9,375,318  11,624,697  4,049,896     1985     10/01/87
Irving, TX

Cypress Pointe           3,351,303 15,552,843      -0-     -0-   2,315,883 15,351,195  17,667,078  6,949,596     1986     10/01/87
Louisville, KY

Comanche Place           2,298,429 12,558,324      -0-     -0-   1,509,771 12,368,550  13,878,321  5,448,234     1987     12/04/87
Overland Park, KS

Chelsea Park             3,945,526 14,157,150      -0-     -0-   2,991,645 14,194,635  17,186,280  6,173,173     1986     03/25/88
Chamblee, GA

Mission Trails           5,411,288 10,398,770      -0-     -0-   4,670,078 10,642,148  15,312,226  4,272,538     1987     08/12/88
San Diego, CA

Land Leases:
Cameron Creek            3,508,024        -0-      -0-     -0-     474,513        -0-     474,513        -0-     1985     10/01/87
Fort Worth, TX

Del Rio                  2,004,585        -0-      -0-     -0-   2,004,585        -0-   2,004,585        -0-     1985     12/21/87
Albuquerque, NM
                        ---------- ----------  --------------------------- ----------  ---------- ----------
                        27,650,818 85,235,939      -0-     -0-  19,626,830 82,182,571 101,809,401 36,464,792
                        ---------- ----------  --------------------------- ----------  ---------- ----------
                        ---------- ----------  --------------------------- ----------  ---------- ----------
</TABLE>
See notes.

                                     44
<PAGE>
       PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
                        ( A Limited Partnership)

                          NOTES TO SCHEDULE III
              REAL ESTATE AND ACCUMULATED DEPRECIATION

Note 1 - See description of mortgage notes payable in note C of the Notes
to Financial Statements.  Depreciable property is depreciated over
useful lives of 7 to 27.5 years.

Note 2 - The aggregate cost of real estate for federal income tax
purposes is $103,816,029.

Note 3 - Reconciliation of
 accumulated depreciation:            1998         1997         1996

Balance at beginning of period     $33,632,580  $30,800,368  $27,968,156
Additions during period:
 Depreciation                        2,832,212    2,832,212    2,832,212
                                    ----------   ----------   ----------
                                    36,464,792   33,632,580   30,800,368
Deductions during period:
 Dispositions                              -0-          -0-          -0-
                                    ----------   ----------   ----------
Balance at close of period         $36,464,792  $33,632,580  $30,800,368
                                    ----------   ----------   ----------
                                    ----------   ----------   ----------

Note 4 - The Partnership has recorded aggregate provisions for loss on
impairment of assets of $3,033,511 with respect to the Cameron Creek
Land/Lease at December 31, 1998.

                                    45