<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                        
                                   FORM 10-K/A     
                                   
                                AMENDMENT NO. 1     
(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, 1997

                                       OR

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

For the transition period from _________ to _________

Commission File Number: 0-16861

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

Delaware                                                        94-3028296
-------------------------------------------------------------------------- 
(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 1 of 46
                         Exhibit Index at page 39


<PAGE>
<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  8. Financial Statements and Supplementary Data                      14
Item  9. Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                            31


                                 Part III

Item 10. Directors and Executive Officers of the Registrant               32
Item 11. Executive Compensation                                           35
Item 12. Security Ownership of Certain Beneficial Owners and
          Management                                                      36
Item 13. Certain Relationships and Related Transactions                   36


                                  Part IV

Item 14. Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K                                             39

                                     2
<PAGE>
<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 1997, 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).  The Partnership
will continue until December 31, 2021, unless terminated earlier under the
provisions of its Amended and Restated Agreement of Limited Partnership
(the "Partnership Agreement").

On May 12, 1997, the Spanos General Partner and certain of its affiliates
entered into a Stipulation of Settlement with legal counsel representing
the plaintiff class in the litigation described in Note F to the financial
statements in Item 8, Financial Statements and Supplementary Data.  The
settlement contemplates, among other things, the sale of all of the
Partnership Properties at public auction and the subsequent liquidation and
dissolution of the Partnership.  The Spanos General Partner intends to file
a preliminary proxy statement seeking the Limited Partners' consent to the
auction sale with the Securities and Exchange Commission in early April,
1998.  The settlement agreement contains numerous conditions and must be
finally approved by the Court at a fairness hearing at which Limited
Partners and other interested parties will have an opportunity to be heard. 
There can be no assurance that the conditions to implementation of the
settlement will be satisfied. 

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>
<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.  

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 19%) and Cypress Pointe (18% to 19%).  No single tenant
accounted for 10% or more of the revenue for any of the three years ended
December 31, 1997.  The Partnership is engaged solely in the business of
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>
<PAGE>
Item 2.  Properties
<TABLE>
<CAPTION>
The Partnership owned the nine Properties described below at March 1, 1998:

<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 (5)
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>
<PAGE>
Item 2.  Properties (continued)
<TABLE>
<CAPTION>

                          Average Annual Occupancy        Average Annual Revenue Per Apt. Unit (6)   1997 Realty Tax Data
                       1997   1996   1995   1994   1993     1997    1996    1995    1994    1993      Amount     Rate
<S>                  <C>    <C>    <C>    <C>    <C>      <C>      <C>     <C>     <C>     <C>        <C>       <C>
Apartment Projects:
Le Parc                93.8%  93.1%  96.1%  95.9%  95.4%   $8,728  $8,567  $8,381  $8,061  $7,698    $100,100    1.3000%
Casa de Fuentes        94.5%  94.8%  92.5%  91.8%  94.1%   $6,762  $6,683  $6,389  $6,295  $6,514    $180,621    1.5819%
MacArthur Park         96.0%  95.5%  95.8%  95.8%  95.4%   $7,850  $7,468  $7,152  $6,867  $6,463    $282,273    2.4320%
Cypress Pointe         95.4%  94.7%  92.0%  94.9%  95.2%   $6,566  $6,520  $5,944  $5,954  $5,476    $160,000    1.0430%
Comanche Place         94.8%  95.0%  94.5%  94.8%  93.3%   $6,947  $6,760  $6,474  $6,217  $5,852    $144,642    1.2121%
Chelsea Park           91.2%  93.9%  94.8%  95.4%  95.9%   $7,214  $7,391  $7,201  $6,457  $5,905    $201,877    1.3780%
Mission Trails         96.9%  95.6%  92.3%  92.5%  91.9%  $10,266  $9,467  $9,044  $9,145  $8,818    $154,343    1.1150%

Land Leases:
Cameron Creek          94.4%  93.2%  93.8%  94.4%  94.7%    (7)     (7)     (7)     (7)     (7)         (9)        (9)
Del Rio                90.7%  92.0%  93.2%  94.6%  95.5%    (8)     (8)     (8)     (8)     (8)         (9)        (9)

<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 and Schedule III 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 and Schedule III 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) Loan may be prepaid upon payment of prepayment charges of 2% and 1%, respectively, for prepayments occurring
    prior to June 1, 1998 and March 1, 1999.

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

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

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

(9) The ground leases are triple-net, with the tenant responsible for payment of all property taxes.  Property taxes
    and tax rate for 1997 for Cameron Creek were $405,489 and 3.266%, respectively, and for Del Rio, $101,783 and
    1.219%, respectively.

</TABLE>
                                   6
<PAGE>
<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>
<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 5, 1998: 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 3,152
Unitholders as of March 5, 1998. 

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 1996 and 1997 were as follows:

                  Quarter Ended              Distribution

              March 31, 1996                           $6.25
              June 30, 1996                            $6.25
              September 30, 1996                       $6.25
              December 31, 1996                        $6.25
              March 31, 1997                           $6.25
              June 30, 1997                            $6.25
              September 30, 1997                       $6.25
              December 31, 1997                        $6.25

Approximately $1,334,000 and $1,374,000 of the distributions paid to
Unitholders for 1997 and 1996, 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>
<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. Future distributions will be dependent upon the
performance of the Partnership.  See Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations, for a discussion
of the factors affecting future Distributions.

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

                                            For the year ended December 31,
                                        1997         1996         1995         1994         1993
<S>                                 <C>          <C>          <C>          <C>          <C>
Total revenues (excluding gain       $16,507,383  $16,129,902  $14,988,762  $15,534,333  $15,568,580
 on disposition of property)

Gain (loss) on disposition of 
 property                                     --           --           --   $3,874,238    ($326,682)

Interest expense                      $4,867,527   $4,960,498   $4,767,362   $4,999,648   $5,611,979

Net income (loss)                       $288,649     $247,518    ($799,735)  $3,282,153  ($1,725,161)

Net income (loss) per Unit                 $4.37        $3.75      ($12.12)      $49.74      ($26.15)

Net income (loss) per Special
 Interest                                     --           --           --           --           -- 
 
Cash distributions per
 Unit (b)                                 $25.00        $25.00       $25.00      $111.78       $50.21 

Cash distributions per
 Special Interest                             --            --           --       $86.78       $27.71 

Total assets                         $73,894,386   $76,298,063  $78,463,093  $81,851,130  $94,299,558 

Mortgage loans payable               $57,927,235   $58,897,267  $59,764,780  $60,877,063  $68,372,936 

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

Capital Resources and Liquidity

The Partnership had cash of $5,323,000 at December 31, 1997.  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.

On May 12, 1997, the Spanos General Partner and certain of its affiliates
entered into a Stipulation of Settlement with legal counsel representing
the plaintiff class in the consolidated actions.  The settlement
contemplates, among other things, the sale of all of the Partnership
Properties at public auction and the subsequent liquidation and dissolution
of the Partnership. The Spanos General Partner intends to file a
preliminary proxy statement seeking the Limited Partners' consent to the
auction sale with the Securities and Exchange Commission in early April,
1998.  The settlement agreement contains numerous conditions and must be
finally approved by the Court at a fairness hearing at which Limited
Partners and other interested parties will have an opportunity to be heard. 
There can be no assurance that the conditions to implementation of the
settlement will be satisfied.

The Partnership's operating activities provided cash of $2,945,000 in 1997,
of which $176,000 reflects timing differences related to current assets and
liabilities.  Of the balance, $970,000 was applied to scheduled principal
amortization on the Partnership's mortgage debt, $1,649,000 was paid in
cash distributions, and $502,000 was retained.  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 provided by operating activities increased $892,000 in
1996 compared to 1995, principally because of improved operations of the
Apartment Projects as described below and an increase in reported
Land/Lease rentals which arose because certain rentals are no longer
accounted for as a recovery of recorded carrying amount as described in
Note B to the financial statements.  (Reported cash flows from investing
activities declined $372,000 from 1995 to 1996 for the same reason.)  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 $57,927,000
at December 31, 1997.  This debt requires monthly installments of principal
and interest of $486,000.  The Apartment Projects are currently generating
aggregate revenue to cover operating expenses and 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 Properties securing
the balloon payment mortgages will be sold or refinanced before the balloon

                                    11<PAGE>
<PAGE>
payment due dates.  If the Properties are not sold or refinanced
beforehand, 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 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

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.

1996 Compared to 1995.  Rental revenue was $15,308,000 in 1996, an increase
of 4.9% compared to 1995.  Revenue increased at all seven Apartment
Projects, principally as a result of increased effective rental rates. 
Same Property average occupancy was 94.7% in 1996 compared to 93.8% in
1995.

Property operating expenses declined slightly from 1995 to 1996 as small
decreases in maintenance expenses offset smaller increases in other
operating expenses.  Property taxes also declined slightly from 1995
because an appeal of the Le Parc taxes resulted in a $63,000 reduction
which more than offset tax increases at the other properties.  Interest
expense was higher in 1996 because the interest rates on the Casa de
Fuentes, Comanche Place and Mission Trails mortgages increased. 
Depreciation expense declined $103,000 because certain personal property
assets were fully depreciated in 1995.  Interest income increased because
average cash balances and money market interest rates were higher in 1996.

                                    12<PAGE>
<PAGE>
Year 2000.

The General Partners do not expect that any costs related to year 2000
compliance will be material to the financial statements of the Partnership.

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

Independent Auditors' Report                                        15

Balance sheets at December 31, 1997 and 1996                        16

Statements of operations for the years ended 
  December 31, 1997, 1996 and 1995                                  17

Statements of changes in partners' equity (deficit) for the 
  years ended December 31, 1997, 1996 and 1995                      18

Statements of cash flows for the years ended 
  December 31, 1997, 1996 and 1995                                  19

Notes to financial statements                                     20-30

Schedule to financial statements                                     45

                                    14<PAGE>
<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, 1997 and 1996, 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, 1997.  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, 1997 and 1996, and the results
of its operations and its cash flows for each of the three years in the
period ended December 31, 1997 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.


/s/ Deloitte & Touche LLP
San Francisco, California

March 13, 1998


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

                               BALANCE SHEETS
                        December 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                      1997         1996
                                                   ----------   ----------
<S>                                               <C>          <C>
                     ASSETS
Property, net                                     $68,176,821  $71,009,033
Cash and cash equivalents                           5,323,329    4,997,867
Accounts receivable, affiliate                        163,476      163,476
Other assets                                          230,760      127,687
                                                   ----------   ----------
                                                  $73,894,386  $76,298,063
                                                   ----------   ----------
                                                   ----------   ----------


   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Mortgage loans payable                            $57,927,235  $58,897,267
Accounts payable                                      449,811      459,065
Accounts payable, affiliate                           203,626      189,914
Distributions payable                                 412,373      412,373
Accrued interest                                      409,443      409,605
Accrued property taxes                                453,016      596,829
Unearned rent and tenant deposits                     520,212      453,497
                                                   ----------   ----------
                                                   60,375,716   61,418,550
                                                   ----------   ----------
Partners' equity (deficit):
Limited partners' equity (64,660 units
  authorized and outstanding)                       7,665,188    8,998,812
Special limited partners' equity (7,749.5 units 
  authorized and outstanding)                       6,862,188    6,862,188
General partners' deficit                          (1,008,706)    (981,487)
                                                   ----------   ----------
                                                   13,518,670   14,879,513
                                                   ----------   ----------
                                                  $73,894,386  $76,298,063
                                                   ----------   ----------
                                                   ----------   ----------

</TABLE>
See notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
          For the years ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                                                      1997         1996         1995
                                                   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>
Revenues:
 Rental                                           $15,657,774  $15,307,834  $14,598,620
 Land/Lease rentals from affiliates                   660,000      660,000      240,000
 Interest                                             189,609      162,068      150,142
                                                   ----------   ----------   ----------
                                                   16,507,383   16,129,902   14,988,762
                                                   ----------   ----------   ----------
Expenses:
 Property operating expenses                        6,097,461    5,707,050    5,720,062
 Property taxes                                     1,235,151    1,221,069    1,244,270
 Property management fees to affiliates               469,310      457,754      438,068
 General and administrative expense                    90,763       91,487       99,511
 Interest expense                                   4,867,527    4,960,498    4,767,362
 Management fees to affiliates                        626,310      612,314      583,944
 Depreciation                                       2,832,212    2,832,212    2,935,280
                                                   ----------   ----------   ----------
                                                   16,218,734   15,882,384   15,788,497
                                                   ----------   ----------   ----------
Net income (loss)                                 $   288,649  $   247,518  $  (799,735)
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------

Net income (loss) allocated to General Partners   $     5,773  $     4,950  $   (15,995)
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------
Net income (loss) allocated to Limited Partners   $   282,876  $   242,568  $  (783,740)
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------
Net income (loss) allocated to Special
 Limited Partners                                 $       -0-  $       -0-  $       -0-
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------
Net income (loss) per unit of limited 
 partnership interest                             $      4.37  $      3.75  $    (12.12)
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------

</TABLE>
See notes to financial statements.

                                     17
<PAGE>
<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, 1997, 1996 and 1995


<TABLE>
<CAPTION>
                                                     Special
                                        Limited      Limited      General
                            Total      Partners     Partners     Partners
                         ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>
Partners' equity
  (deficit)-
  December 31, 1994     $18,730,714  $12,772,984  $ 6,862,188  $  (904,458)

Net loss                   (799,735)    (783,740)         -0-      (15,995)

Distributions            (1,649,492)  (1,616,500)         -0-      (32,992)
                         ----------   ----------   ----------   ----------
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)
                         ----------   ----------   ----------   ----------
                         ----------   ----------   ----------   ----------

</TABLE>
See notes to financial statements.

                                     18
<PAGE>
<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, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                                                      1997         1996         1995
                                                   ----------   ----------   -----------
<S>                                               <C>          <C>          <C>
Cash flows from operating activities:
Net income (loss)                                 $   288,649  $   247,518  $  (799,735)
                                                   ----------   ----------   -----------
 Adjustments to reconcile net income (loss) to
 net cash provided by operating activities:
   Depreciation                                     2,832,212    2,832,212    2,935,280
   (Increase) decrease in other assets               (103,073)      14,638       16,987
   Decrease in account receivable, affiliate              -0-      165,000      145,802
   Increase in accounts payable, affiliate             13,712        2,585        8,123
   (Decrease) increase in accounts payable             (9,254)     (43,324)     105,362
   (Decrease) increase in accrued interest               (162)      11,309        3,615
   (Decrease) increase in accrued property taxes     (143,813)     131,001       42,453
   Increase in unearned rent and tenant deposits       66,715        2,886       13,920
                                                   ----------   ----------   -----------
    Total adjustments                               2,656,337    3,116,307    3,271,542
                                                   ----------   ----------   -----------
Net cash provided by operating activities           2,944,986    3,363,825    2,471,807
                                                   ----------   ----------   -----------

Cash flows from investing activities:
  Land/lease payments                                     -0-          -0-      372,498
                                                   ----------   ----------   -----------

Cash flows from financing activities:
 Proceeds from mortgage loan payable                      -0-    9,000,000          -0-
 Mortgage loan principal amortization                (970,032)    (924,033)    (978,940)
 Other mortgage loan repayments                           -0-   (8,943,480)    (133,343)
 Distributions to partners                         (1,649,492)  (1,649,492)  (1,649,492)
                                                   ----------   ----------   -----------
Net cash used in financing activities              (2,619,524)  (2,517,005)  (2,761,775)
                                                   ----------   ----------   -----------

Net increase in cash and cash equivalents             325,462      846,820       82,530
Cash and cash equivalents, beginning of year        4,997,867    4,151,047    4,068,517
                                                   ----------   ----------   ----------
Cash and cash equivalents, end of year            $ 5,323,329  $ 4,997,867  $ 4,151,047
                                                   ----------   ----------   ----------
                                                   ----------   ----------   -----------

</TABLE>
See notes to financial statements.

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

                        NOTES TO FINANCIAL STATEMENTS
                Years Ended December 31, 1997, 1996 and 1995


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, 1997, 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 will
continue until December 31, 2021, unless previously terminated in
accordance with the provisions of its Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement").

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.

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>
<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:

                                          1997        1996       1995   

Net income (loss) per financial
 statements                              $   288,649   $  247,518 $(799,765)
Land/Lease revenue accounted for 
 as a reduction of recorded 
 carrying amount                                 -0-          -0-    420,000
Loan fee amortization and interest
 expense adjustment                         (45,251)     (49,365)     49,204
Unearned rent and non refundable
 deposits recognized as income for
 tax purposes when received                   23,352     (15,046)      8,627
                                           ---------    ---------  ---------
Net taxable income (loss)                $   266,750    $ 183,107 $(321,904)
                                           ---------    ---------  ---------
                                           ---------    ---------  ---------
The book and tax bases of partners' equity differ by the cumulative effect
of the book to tax income adjustments.

                                     21<PAGE>
<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 sales or refinancings 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").

The Special Interests entitle the holders to receive First Level Sale or
Refinance Distributions (and 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 1998 and 1997.  These
distributions were accrued at December 31, 1997 and 1996.

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:

                                     22<PAGE>
<PAGE>
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.


NOTE B - PROPERTY

Property is comprised of the following at December 31, 1997 and 1996:

                                            1997           1996    

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          (33,632,580)   (30,800,368)
                                         -----------    -----------
                                       $  68,176,821  $  71,009,033
                                         -----------    -----------
                                         -----------    -----------

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.

The Partnership recorded provisions for loss on impairment of assets in
1992 and 1991 to reduce the carrying amount of the three Land/Leases
located in the Dallas-Fort Worth Metropolitan area to an amount estimated
to be recoverable through cash flows from their future operation and
proceeds from disposition on an undiscounted basis.  Additionally, in 1993,
1994 and 1995, the Partnership accounted for the rentals from those
Land/Leases (of which $1,620,851 relates to the one Dallas-Fort Worth
Land/Lease unsold at December 31, 1997) as a reduction of their recorded
carrying amounts rather than as revenue.  Based on current market
conditions, further reductions in the carrying value of the Land/Lease were
not required in 1996 or 1997, and the Partnership is currently recording
rental receipts as revenue.

                                    23<PAGE>
<PAGE>
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>
<PAGE>
<TABLE>
<CAPTION>
                                                                      Final         Monthly     Principal     Estimated
Property Pledged              Obligation    Obligation    Interest    Maturity      Payment     Due During    Balloon
as Collateral                 at 12/31/97   at 12/31/96   Rate        Date          Terms       1998          Payment
                              ----------    ----------    --------    ----------    --------    ----------    ----------
<S>                          <C>           <C>           <C>         <C>           <C>         <C>           <C>
Le Parc Apartments
 Marietta, Georgia              7,306,943     7,494,808        7.25%  06/01/16         61,190       201,937           N/A

Casa de Fuentes Apartments
 Overland Park, Kansas          7,058,608     7,160,608        8.50%  11/01/99         59,838       102,000     6,872,000

MacArthur Park Apartments
 Irving, Texas                  6,363,405     6,481,910        8.00%  02/01/01         47,144        73,346     5,942,000

Cypress Pointe Apartments
 Louisville, Kentucky          11,070,645    11,171,607       10.02%  05/31/99        101,480       111,556    10,917,000

Comanche Place Apartments
 Overland Park, Kansas          7,680,261     7,791,262        8.50%  11/01/99         65,178       111,000     7,476,000

Chelsea Park Apartments
 Norcross, Georgia              9,682,469     9,900,202        7.33%  06/01/17         78,041       234,247           N/A

Mission Trails Apartments
 San Diego, California          8,764,904     8,896,870        8.13%  03/01/00         73,225       142,478     8,443,000
                              -----------   -----------                              --------   -----------
                               57,927,235    58,897,267                               486,096       976,564
                              -----------   -----------                              --------   -----------
                              -----------   -----------                              --------   -----------
</TABLE>

Interest paid in 1997, 1996 and 1995 was $4,867,689, $4,949,189 and
$4,763,747 respectively.

                                      25<PAGE>
<PAGE>
In March 1996, the Partnership refinanced the Mission Trails mortgage loan
with the proceeds of a new $9,000,000 first mortgage loan.  The new loan
bears interest at 0.5% above 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.  The loan requires monthly
payments of interest plus fixed monthly principal reductions ranging from
$10,313 to $12,978.  The Partnership paid the lender loan fees and other
costs totaling $60,480.

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, 2002 and thereafter are as follows:

              1998                                     976,564
              1999                                  26,224,603
              2000                                   9,059,081
              2001                                   6,491,650
              2002                                     583,401
              Thereafter                            14,591,936
                                                    ----------
                                                   $57,927,235
                                                    ----------
                                                    ----------

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>
<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 1997 and 1996 and $612,498 in 1995.  Rentals of $163,476 were
receivable at December 31, 1997.  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, 1997, the Del Rio complex was encumbered by $7,233,045 of
outstanding mortgage debt bearing interest at the rate of 6.495% per
annum, requiring monthly payments of principal and interest of $46,260,
and maturing November 1, 2000; and the Cameron Creek complex was
encumbered by $12,815,341 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 $469,310, $457,754 and $438,068,
respectively, in 1997, 1996 and 1995.  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
$1,460,000, $1,346,000 and $1,324,000, respectively in 1997, 1996 and
1995.  Accruals of $42,212 and $37,132 for property management fees and
$115,264 and $118,148 for salary expense reimbursements were outstanding
at December 31, 1997 and 1996, 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.

                                              1997      1996      1995  

Supervisory management fee                  $313,155  $306,157  $291,972
Special distribution                         266,297   259,299   245,114
Administrative expense reimbursements         46,858    46,858    46,858
                                         -------   -------   -------
                                            $626,310  $612,314  $583,944
                                             -------   -------   -------
                                             -------   -------   -------

                                    27<PAGE>
<PAGE>
Accruals of $161,414 and $152,782 for management fees payable to the
General Partners were outstanding at December 31, 1997 and 1996,
respectively. 

    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. 

Prudential Securities Incorporated ("PSI"), an affiliate of the Bache
General Partner, owned 1,920 Units at December 31, 1997.

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.

NOTE F - CONTINGENCIES

On or about October 18, 1993, a putative class action captioned Kinnes et
al. v. Prudential Securities Group Inc. et al. (93 Civ. 654) was filed in
the United States District Court for the District of Arizona, purportedly
on behalf of investors in the Partnership against the Partnership, the
Bache General Partner, PSI and a number of other defendants.  On or about
November 16, 1993, a putative class action captioned Connelly et al. v.
Prudential-Bache Securities Inc. et al. (93 Civ. 713) was filed in the
United States District Court for the District of Arizona, purportedly on
behalf of investors in the Partnership against the Partnership, the Bache
General Partner, PSI and a number of other defendants.  On or about 

                                    28<PAGE>
<PAGE>
November 9, 1993, a putative class action entitled Bottner v. A.G. Spanos
Residential Partners-86 et al. (93 Civ. 7708) was filed in the United
States District Court for the Southern District of New York, purportedly
on behalf of investors in the Partnership against the General Partners,
PSI, Prudential Insurance Company of America and certain of their
affiliates and officers. On or about February 13, 1995, an individual
action captioned Estate of Jean Adams v. Prudential Securities, Inc. et
al. (Case No. 1995 CV 00265) was filed in the Court of Common Pleas in
Stark County, Ohio against PSI, The Prudential, the General Partners, the
Partnership and affiliates of the Spanos General Partner.  The action was
removed to the United States District Court for the Northern District of
Ohio (Eastern Division) on March 15, 1995.  Plaintiff alleged
misrepresentations, breach of fiduciary duties and civil conspiracy by
defendants in connection with the sale of units of the Partnership.
Plaintiff sought unspecified damages, including punitive damages.

By order of the Judicial Panel on Multidistrict Litigation dated April 14,
1994, the Kinnes and Bottner cases, by order dated June 8, 1994, the
Connelly case, and by order dated April 7, 1995, the Adams case, were
transferred to a single judge of the United States District Court for the
Southern District of New York and consolidated for pretrial proceedings
under the caption In re Prudential Securities Incorporated Limited
Partnerships Litigation (MDL Docket 1005).  On June 8, 1994, plaintiffs in
the transferred cases filed a complaint that consolidated the previously
filed complaints and named as defendants, among others, PSI, certain of
its present and former employees and the General Partners.  The
Partnership is not named a defendant in the consolidated complaint, but
the name of the Partnership is listed as being among the limited
partnerships at issue in the case.  The consolidated complaint alleges
violations of the federal and New Jersey Racketeer Influenced and Corrupt
Organizations Act ("RICO") statutes, fraud, negligent misrepresentation,
breach of fiduciary duties, breach of third- party beneficiary contracts
and breach of implied covenants in connection with the marketing and sales
of limited partnership interests.  Plaintiffs request relief in the nature
of rescission of the purchase of securities and recovery of all
consideration and expenses in connection therewith, as well as
compensation for lost use of money invested less cash distributions;
compensatory damages; consequential damages; treble damages for
defendants' RICO violations (both federal and New Jersey); general damages
for all injuries resulting from negligence, fraud, breaches of contract,
and breaches of duty in an amount to be determined at trial; disgorgement
and restitution of all earnings, profits, benefits, and compensation
received by defendants as a result of their unlawful acts; and costs and
disbursements of the action.  On November 28, 1994 the transferee court
deemed each of the complaints in the constituent actions (including Kinnes
and Bottner) amended to conform to the allegations of the consolidated
complaint.  On August 9, 1995 the Bache General Partner, PSI and other
Prudential defendants entered into a Stipulation and Agreement of Partial
Compromise and Settlement with legal counsel representing plaintiffs in
the consolidated actions. On November 20, 1995, the court gave final
approval to the settlement, dismissed the Kinnes and Bottner actions,
certified a class of purchasers of specific limited partnerships,

                                    29<PAGE>
<PAGE>
including the Partnership, released all settled claims by members of the
class against the PSI settling defendants and permanently barred and
enjoined class members from instituting, commencing or prosecuting any
settled claim against the released parties.  By orders entered August 12,
1996 and October 25, 1996, respectively, the Adams and Connelly cases were
dismissed as to the Bache General Partner, PSI and the other Prudential
defendants.  The full amount due under the settlement agreement has been
paid. The consolidated action as well as the Adams and Connelly cases
remain pending against nonsettling defendants, including the Spanos
General Partner and certain of its affiliates.  The Partnership is not
named a defendant in the consolidated complaint and the action is not
expected to have a material effect on the Partnership's financial
statements; accordingly, no provision for any loss that may result upon
resolution of this matter has been made in the accompanying financial
statements.

On May 12, 1997, the Spanos General Partner and certain of its affiliates
entered into a Stipulation of Settlement with legal counsel representing
the plaintiff class in the consolidated actions.  The settlement
contemplated, among other things, the sale of all of the Partnership
Properties at public auction and the subsequent liquidation and
dissolution of the Partnership. The settlement agreement was preliminarily
approved by the Court on August 28, 1997.  Pursuant to the settlement,
detailed information about the proposed auction sale and other terms of
the settlement will be sent to the Limited Partners with proxy
solicitation materials seeking the Limited Partners' consent to the
auction sale.  The settlement agreement contains numerous conditions and
must be finally approved by the Court at a fairness hearing at which
Limited Partners and other interested parties will have an opportunity to
be heard.  There can be no assurance that the conditions to implementation
of the settlement will be satisfied.

On or about April 15, 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 alleges 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 seeks, among other things,
compensatory and punitive damages, costs and attorney's fees.  Most of the
plaintiffs have released their claims against the defendants in exchange
for monetary payments by PSI.  It is expected that the remaining claims
will be resolved by PSI at no cost to the Partnership.  Accordingly, no
provision for any loss that may result upon resolution of this matter has
been made in the accompanying financial statements.

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

Not applicable.

                                    31
<PAGE>
<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. 

                                    32<PAGE>
<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 74, 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 47, 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 38, 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.

                                    33<PAGE>
<PAGE>
BARRY L. RUHL, age 46, 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 43, 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 53, 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 47, 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.

                                    34<PAGE>
<PAGE>
BARBARA J. BROOKS, age 49, 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 52, is a Vice President of the Bache General Partner. 
He is a First Vice President of PSI. 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 54, 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 55, is a Director of the Bache General Partner.  He
is a Senior Vice President of PSI and Executive Vice President and General
Counsel of Prudential Mutual Fund Management LLC, an affiliate 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 47, 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.

Thomas F. Lynch, III ceased to serve as President, Chief Executive
Officer, Chairman of the Board of Directors and Director of the Bache
General Partner effective May 2, 1997.  Effective May 2, 1997, Brian J.
Martin was elected President, Chief Executive Officer, Chairman of the
Board of Directors and director of the Bache General Partner.

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.

                                    35<PAGE>
<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 5, 1998, 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 5, 1998, 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.

                                    36<PAGE>
<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,
1997.

The General Partners and certain affiliates thereof have, during the
Partnership's year ended December 31, 1997 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                $313,155
  Partner                                Management Fee(1)

Bache General      General Partner      Special                     266,297
  Partner                                 Distribution(2)

A.G. Spanos        Property Manager      Property                   469,310
  Management Inc.                        Management Fees(3)

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

Bache General      General Partner           Expense                 46,858
  Partner                                 Reimbursements

                                    37<PAGE>
<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.

                                    38<PAGE>
<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 45.

          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  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.

                                    39<PAGE>
<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.

           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.

                                    40<PAGE>
<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 amendment 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: May 4, 1998
        ---------------------------------------
        Brian J. Martin         
        Chairman of the Board of Directors and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment 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: May 4, 1998
        ---------------------------------------
        Brian J. Martin        
        Chairman of the Board of Directors and Director
        (Principal Executive Officer)

    By: /s/Barbara J. Brooks                        Date: May 4, 1998
        ---------------------------------------
       Barbara J. Brooks
       Vice President-Finance and Chief Financial Officer
       (Principal Financial Officer)

    By: /s/Nathalie P. Maio                         Date: May 4, 1998
        ---------------------------------------
       Nathalie P. Maio
       Director

                                    41
<PAGE>
<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 amendment 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: May 4, 1998
                -------------------------------
                Arthur J. Cole
                President
                (Principal Accounting Officer)

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

            By: /s/Arthur J. Cole                   Date: May 4, 1998
                -------------------------------
                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: May 4, 1998
            -------------------------------
            Arthur J. Cole
            Vice President

                                    42
<PAGE>
 <PAGE>                         SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment 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:  May 4, 1998
          ----------------------------------
         Alex G. Spanos
         Chairman of the Board of Directors

    By:  /s/Dean A. Spanos                          Date:  May 4, 1998
          ----------------------------------
         Dean A. Spanos
         Vice Chairman and Director

    By:  /s/Michael A. Spanos                       Date:  May 4, 1998
          ----------------------------------
         Michael A. Spanos
         Director

    By:  /s/Barry L. Ruhl                           Date:  May 4, 1998
          ----------------------------------
         Barry L. Ruhl
         Director

    By:  /s/Arthur J. Cole                          Date:  May 4, 1998
          ----------------------------------
         Arthur J. Cole
         President and Director
         (Principal Executive Officer)

    By:  /s/Jeremiah T. Murphy                      Date:  May 4, 1998
          ----------------------------------
         Jeremiah T. Murphy
         Executive Vice President and Chief Financial Officer
         (Principal Financial and Accounting Officer)

                                    43
<PAGE>
<PAGE>
                                SIGNATURES

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

    By:  /s/Alex G. Spanos                          Date:  May 4, 1998
          ----------------------------------
         Alex G. Spanos
         President and Director (Principal Executive Officer)

    By:  /s/Dean A. Spanos                          Date:  May 4, 1998
          ----------------------------------
         Dean A. Spanos
         Executive Vice President and Director

    By:  /s/Michael A. Spanos                       Date:  May 4, 1998
          ----------------------------------
         Michael A. Spanos
         Executive Vice President and Director

    By:  /s/Barry L. Ruhl                           Date:  May 4, 1998
          ----------------------------------
         Barry L. Ruhl
         Executive Vice President and Director

    By:  /s/Jeremiah T. Murphy                      Date:  May 4, 1998
          ----------------------------------
         Jeremiah T. Murphy
         Vice President (Principal Financial and Accounting Officer)

Residential Portfolio Depository Corp.

    By:  /s/Alex G. Spanos                          Date:  May 4, 1998
          ----------------------------------
         Alex G. Spanos
         Director, President and Chief Financial Officer
         (Principal Executive, Financial and Accounting Officer)

    By:  /s/Dean A. Spanos                          Date:  May 4, 1998
          ----------------------------------
         Dean A. Spanos
         Director

    By:  /s/Jeremiah T. Murphy                      Date:  May 4, 1998
          ----------------------------------
         Jeremiah T. Murphy
         Director

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

                                 SCHEDULE III
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                              December 31, 1997
<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 2, 3 and 5
                                                                                                  Accumulated
                                     Bldgs &           Carrying            Buildings &    Total      Depr.     Date of      Date
Description (Note 1)        Land     Equip       Imps   Cost       Land     Equipment     Note 2   (Note 4)  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  4,400,100     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  4,454,707     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  3,722,629     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  6,433,246     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  5,027,699     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  5,693,185     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  3,901,014     1987     08/12/88
San Diego, CA

Land Leases:
Cameron Creek            3,508,024        -0-      -0-     -0-   1,887,173        -0-   1,887,173        -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-  21,039,490 82,182,571 103,222,061 33,632,580
                        ---------- ----------  --------------------------- ----------  ---------- ----------
                        ---------- ----------  --------------------------- ----------  ---------- ----------
</TABLE>
See notes.

                                     45
<PAGE>
<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 - Reconciliation of real
 estate:                              1997         1996         1995

Balance at beginning of period    $103,222,061 $103,222,061 $103,594,559

Additions during period:
 Acquisitions                              -0-          -0-          -0-
                                  ------------ ------------ ------------
                                   103,222,061  103,022,061  118,594,559
Deductions during period:
 Dispositions                              -0-          -0-          -0-

 Land/Lease revenue accounted for
 as a recovery of recorded
 carrying amount                           -0-          -0-      372,498      
                                  ------------ ------------ ------------
Balance at close of period         103,222,061  103,222,061  103,222,061
                                  ------------ ------------ ------------
                                  ------------ ------------ ------------

Note 3 - The aggregate cost of real estate for federal income tax
purposes is $103,816,029.

Note 4 - Reconciliation of
 accumulated depreciation:            1997         1996         1995

Balance at beginning of period      30,800,368   27,968,156   25,032,876
Additions during period:
 Depreciation                        2,832,212    2,832,212    2,935,280
                                  ------------ ------------ ------------
                                    33,632,580   30,800,368   27,968,156
Deductions during period:
 Dispositions                              -0-          -0-
                                  ------------ ------------ ------------
Balance at close of period          33,632,580   30,800,368   27,968,156
                                  ------------ ------------ ------------
                                  ------------ ------------ ------------

Note 5 - The Partnership has recorded aggregate provisions for loss on
impairment of assets of $1,412,660 with respect to the Cameron Creek
Land/Lease at December 31, 1997.

                                    46