SHELTER PROPERTIES I LTD PARTNERSHIP
10QSB, 2000-08-11
OPERATORS OF NONRESIDENTIAL BUILDINGS
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      FORM 10-QSB - QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the quarterly period ended June 30, 2000


[ ] 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 0-10255

                              SHELTER PROPERTIES I

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



         South Carolina                                         57-0707398
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                     55 Beattie Place, Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000

                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No____

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                              SHELTER PROPERTIES I

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                        (in thousands, except per unit data)

                                  June 30, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                        <C>             <C>
   Cash and cash equivalents                                             $   318
   Receivables and deposits                                                  313
   Restricted escrows                                                        635
   Other assets                                                              230
   Investment properties:
      Land                                                $  1,428
      Buildings and related personal property               20,418
                                                            21,846

      Less accumulated depreciation                        (15,300)        6,546
                                                                         $ 8,042

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                       $   96
   Tenant security deposit liabilities                                       152
   Accrued property taxes                                                     75
   Other liabilities                                                         310
   Mortgage notes payable                                                 11,196

Partners' Deficit

   General partners                                        $ (63)
   Limited partners (15,000 units issued and
      outstanding)                                         (3,724)        (3,787)
                                                                         $ 8,042
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

b)

                              SHELTER PROPERTIES I

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Three Months Ended         Six Months Ended
                                          June 30,                  June 30,
                                     2000         1999          2000         1999
Revenues:
<S>                                 <C>          <C>           <C>          <C>
   Rental income                    $ 1,317      $ 1,285       $ 2,629      $ 2,570
   Other income                         103           64           180          122
       Total revenues                 1,420        1,349         2,809        2,692

Expenses:
   Operating                            536          495         1,060          998
   General and administrative            52           39           101           94
   Depreciation                         197          148           381          305
   Interest                             233          237           466          474
   Property taxes                        73           73           150          142
       Total expenses                 1,091          992         2,158        2,013

   Net income                       $   329      $   357       $   651      $   679

Net income allocated

   to general partners (1%)         $     3      $     4       $     6      $     7
Net income allocated

   to limited partners (99%)            326          353           645          672

                                    $   329      $   357       $   651      $   679
Net income per limited
   partnership unit                 $ 21.73      $ 23.53       $ 43.00      $ 44.80

Distribution per limited

   partnership unit                 $ 79.00      $    --       $112.00      $ 66.00

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

c)

                                SHELTER PROPERTIES I
               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

<S>                                     <C>            <C>        <C>        <C>
Original capital contributions          15,000         $ 2        $15,000    $15,002

Partners' deficit at
   December 31, 1999                    15,000       $   (52)     $(2,689)   $(2,741)

Distributions to partners                   --           (17)      (1,680)    (1,697)
Net income for the six months
   ended June 30, 2000                      --             6          645        651

Partners' deficit at
   June 30, 2000                        15,000        $ (63)      $(3,724)   $(3,787)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

d)

                              SHELTER PROPERTIES I

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                  (in thousands)

<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                             <C>         <C>
   Net income                                                   $   651     $   679
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                                381         305
        Amortization of discounts and loan costs                     44          46
        Change in accounts:
            Receivables and deposits                                (15)        (22)
            Other assets                                             (8)        (40)
            Accounts payable                                        (46)        (60)
            Tenant security deposit liabilities                       5           8
            Accrued property taxes                                   27          27
            Other liabilities                                       (11)         20

               Net cash provided by operating activities          1,028         963

Cash flows from investing activities:

   Property improvements and replacements                          (549)       (287)
   Net (deposits to) withdrawals from restricted escrows           (134)        191

               Net cash used in investing activities               (683)        (96)

Cash flows from financing activities:

   Payments on mortgage notes payable                               (78)        (72)
   Distributions to partners                                     (1,697)     (1,000)

               Net cash used in financing activities             (1,775)     (1,072)

Net decrease in cash and cash equivalents                        (1,430)       (205)
Cash and cash equivalents at beginning of period                  1,748       1,682

Cash and cash equivalents at end of period                      $   318     $ 1,477

Supplemental disclosure of cash flow information:

   Cash paid for interest                                       $   421     $   428

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

e)
                              SHELTER PROPERTIES I

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Shelter
Properties  I  (the   "Partnership"  or  "Registrant")  have  been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Form  10-QSB and  Article  310(b) of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of  Shelter  Realty I  Corporation  (the
"Corporate  General  Partner") all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six month  periods  ended June 30, 2000 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December 31, 2000. For further  information,  refer to the  consolidated
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the year ended December 31, 1999.

Principles of Consolidation

The  Registrant's  financial  statements  include  all  of the  accounts  of the
Registrant  and  its  99.99%  owned  partnership.  The  general  partner  of the
consolidated  partnership  is Shelter  Realty I  Corporation.  Shelter  Realty I
Corporation  may be  removed  by the  Registrant;  therefore,  the  consolidated
partnership is controlled and  consolidated by the  Registrant.  All significant
interpartnership transactions have been eliminated.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Corporate  General Partner.  The Corporate  General Partner does not believe
that this  transaction has had or will have a material effect on the affairs and
operations of the Partnership.

Note C - Reconciliation of Cash Flows

The  following  is  a  reconciliation   of  the  subtotal  on  the  accompanying
consolidated  statements of cash flows captioned "net cash provided by operating
activities" to "net cash provided by operations",  as defined in the Partnership
Agreement.  However,  "net cash provided by operations" should not be considered
an  alternative  to net income as an  indicator of the  Partnership's  operating
performance or to cash flows as a measure of liquidity.

                                                    For the Six Months Ended
                                                            June 30,
                                                         (in thousands)
                                                      2000             1999
Net cash provided by operating activities           $ 1,028            $  963
   Payments on mortgage notes payable                   (78)              (72)
   Property improvements and replacements              (549)             (287)
   Change in restricted escrows, net                   (134)              191
   Changes in reserves for net operating
      liabilities                                        48                67
   Additional reserves                                 (210)             (562)

      Net cash provided by operations               $   105            $  300

At June 30, 2000 and 1999, the Corporate  General Partner reserved an additional
$210,000 and $562,000, respectively, to fund continuing capital improvements and
repairs at the Partnership's four investment properties.

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following payments were
paid or accrued to the Corporate  General Partner and affiliates  during the six
months ended June 30, 2000 and 1999:

                                                          2000       1999
                                                          (in thousands)

Property management fees (included in
  operating expenses)                                     $142       $135
Reimbursement for services of affiliates
  (included in operating and general and
  administrative expense and investment properties)         61         61
Due to Corporate General Partner                           101        101
Due from affiliates                                         --         18

During the six months ended June 30, 2000 and 1999,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately  $142,000 and $135,000 for the
six months ended June 30, 2000 and 1999, respectively.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative expenses amounting to approximately $61,000 for both
the six months ended June 30, 2000 and 1999.

During 1992, a liability of approximately $101,000 was incurred to the Corporate
General  Partner  for sales  commissions  earned.  Pursuant  to the  Partnership
Agreement,  this  liability can not be paid until  certain  levels of return are
received by the limited  partners.  As of June 30, 2000,  the level of return to
the limited partners has not been met.

AIMCO and its affiliates  currently own 10,289 limited  partnership units in the
Partnership  representing  68.59% of the  outstanding  units.  A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  68.59%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the interest of the  Corporate  General  Partner  because of their
affiliation with the Corporate General Partner.

Note E - Distributions

Cash  distributions from operations of approximately  $1,697,000  ($1,680,000 of
which was paid to the limited  partners,  $112.00 per limited  partnership unit)
and  approximately  $1,000,000  ($990,000  of  which  was  paid  to the  limited
partners,  $66.00 per limited partnership unit) were made to the partners during
the six months ended June 30, 2000 and 1999, respectively.

Note F - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's  residential property segment consists of four apartment complexes
located in Georgia (2),  Virginia,  and South Carolina.  The  Partnership  rents
apartment units to tenants for terms that are typically twelve months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment  information for the three and six month periods ended June 30, 2000 and
1999 is shown in the tables  below.  The  "Other"  column  includes  partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

   Three Months Ended June 30, 2000     Residential      Other       Totals
                                                   (in thousands)
Rental income                             $ 1,317         $ --      $ 1,317
Other income                                  101             2         103
Interest expense                              233            --         233
Depreciation                                  197            --         197
General and administrative expense             --            52          52
Segment profit (loss)                         379           (50)        329

    Six Months Ended June 30, 2000      Residential      Other       Totals
                                                   (in thousands)
Rental income                             $ 2,629         $ --      $ 2,629
Other income                                  176             4         180
Interest expense                              466            --         466
Depreciation                                  381            --         381
General and administrative expense             --           101         101
Segment profit (loss)                         748           (97)        651
Total assets                                8,011            31       8,042
Capital expenditures for investment
  properties                                  549            --         549

   Three Months Ended June 30, 1999     Residential      Other       Totals
                                                   (in thousands)
Rental income                             $ 1,285         $ --      $ 1,285
Other income                                   59             5          64
Interest expense                              237            --         237
Depreciation                                  148            --         148
General and administrative expense             --            39          39
Segment profit (loss)                         391           (34)        357

    Six Months Ended June 30, 1999      Residential      Other       Totals
                                                   (in thousands)
Rental income                             $ 2,570         $ --      $ 2,570
Other income                                  110            12         122
Interest expense                              474            --         474
Depreciation                                  305            --         305
General and administrative expense             --            94          94
Segment profit (loss)                         761           (82)        679
Total assets                                8,319           540       8,859
Capital expenditures for investment
  properties                                  287            --         287

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  its Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited  partnership  units;  the  management  of  partnerships  by the Insignia
affiliates;  and the Insignia  Merger.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Corporate  General  Partner filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on  August  21,  2000 to  address  the issue of  appointing  lead  counsel.  The
Corporate  General Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

Item 2.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's investment properties consist of four apartment complexes. The
following  table sets forth the average  occupancy of the properties for each of
the six months ended June 30, 2000 and 1999:

                                                            Average
                                                           Occupancy

       Property                                        2000          1999

       Quail Hollow Apartments
          West Columbia, South Carolina                90%            93%

       Windsor Hills Apartments
          Blacksburg, Virginia                         94%            96%

       Heritage Pointe Apartments
       (Formerly Rome Georgian Apartments)
          Rome, Georgia                                93%            93%

       Stone Mountain West Apartments
          Stone Mountain, Georgia                      95%            96%

The  Corporate  General  Partner  attributes  the decrease in occupancy at Quail
Hollow Apartments to increased competition in the local market.

Results of Operations

The Registrant's net income for the three and six months ended June 30, 2000 was
approximately $329,000 and $651,000,  respectively, as compared to approximately
$357,000 and $679,000, respectively, for the three and six months ended June 30,
1999.  The decrease in net income was due to an increase in total expenses which
was  partially  offset by an increase in total  revenues.  The increase in total
revenues was due to an increase in both rental income and other  income.  Rental
income  increased as a result of an increase in the average  annual rental rates
at all four of the Registrant's investment properties which was partially offset
by a decrease in occupancy  at Quail  Hollow  Apartments,  Stone  Mountain  West
Apartments,  and Windsor  Hills  Apartments.  Other income  increased  due to an
increase in interest income at all four investment properties and an increase in
telephone  rebates and late charge income at Quail Hollow  Apartments  and Stone
Mountain West Apartments.

Total  expenses  increased  primarily  due  to  an  increase  in  operating  and
depreciation  expense.  The increase in operating expense was attributable to an
increase in water and sewer  expense at Quail Hollow  Apartments,  Windsor Hills
Apartments,  and Stone  Mountain  West  Apartments,  and an increase in employee
salaries and related  employee  benefits at each of the  investment  properties.
Depreciation  expense increased at all of the Registrant's  properties due to an
increase in  depreciable  assets  placed  into  service.  The  increase in total
expense was partially offset by a slight decrease in interest expense.

General  and  administrative  expense  increased  due to a  increase  in general
partner reimbursements allowed under the Partnership Agreement. Also included in
general and administrative  expense were costs associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement.

As part of the ongoing  business plan of the Registrant,  the Corporate  General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting the Registrant from increases in expenses. As part of this
plan, the Corporate  General Partner attempts to protect the Registrant from the
burden of  inflation-related  increases  in  expenses  by  increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Corporate General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At June 30, 2000, the Partnership had cash and cash equivalents of approximately
$318,000 compared to approximately  $1,477,000 at June 30, 1999. The decrease in
cash and cash  equivalents  for the six  months  ended  June 30,  2000  from the
Partnership's  year ended December 31, 1999 was approximately  $1,430,000.  This
decrease is due to approximately $1,775,000 of cash used in financing activities
and approximately $683,000 of cash used in investing activities partially offset
by approximately $1,028,000 of cash provided by operating activities.  Cash used
in financing  activities consisted of distributions to partners and, to a lesser
extent,  principal  payments made on the mortgages  encumbering the Registrant's
investment  properties.  Cash used in investing activities consisted of property
improvements and replacements and net deposits to restricted  escrows maintained
by the mortgage lenders.  The Registrant invests its working capital reserves in
money market accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating  needs of the Registrant and to comply with Federal,
state and local legal and regulatory requirements.  Capital improvements planned
for each of the Registrant's properties are detailed below.

Quail Hollow Apartments

The Partnership has budgeted  approximately $520,000 for capital improvements at
Quail  Hollow  Apartments  consisting  primarily  of  exterior  painting,  floor
covering and appliance replacements, and exterior building improvements.  During
the six months ended June 30, 2000, the Partnership spent approximately $329,000
on budgeted and  nonbudgeted  improvements  consisting  primarily of appliances,
roof replacements,  exterior painting, and exterior building improvements. These
improvements were funded from operating cash flow and replacement reserves.

Heritage Pointe Apartments

The Partnership has budgeted  approximately  $93,000 for capital improvements at
Heritage Pointe  Apartments  consisting  primarily of plumbing  upgrades,  floor
covering and appliance  replacements and air conditioning  upgrades.  During the
six months ended June 30, 2000,  the  Partnership  spent  approximately  $41,000
consisting  primarily  of  plumbing  upgrades,  appliances  and  floor  covering
replacements. These improvements were funded from operating cash flow.

Stone Mountain West Apartments

The Partnership has budgeted  approximately $166,000 for capital improvements at
Stone Mountain West Apartments consisting primarily of floor covering, appliance
replacements,  parking area  upgrades and air  conditioning  unit  replacements.
During the six months ended June 30, 2000, the Partnership  spent  approximately
$150,000 on budgeted and nonbudgeted  improvements consisting primarily of major
landscaping, floor covering replacements and appliances. These improvements were
funded from operating cash flow.

Windsor Hills Apartments

The Partnership has budgeted  approximately $155,000 for capital improvements at
Windsor Hills Apartments consisting primarily of structural improvements,  floor
covering and appliance  replacements,  and air conditioning  unit  replacements.
During the six months ended June 30, 2000, the Partnership  spent  approximately
$29,000 consisting primarily of floor covering and appliance replacements. These
improvements were funded from operating cash flow.

The additional  capital  improvements will be incurred only if cash is available
from  operations  and  Partnership  reserves.  To the extent that such  budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately  $11,196,000,  net of discount,  is amortized over
varying periods with required balloon payments ranging from November 15, 2002 to
November 1, 2003. The Corporate  General  Partner will attempt to refinance such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient  amount, the Registrant
will risk losing such properties through foreclosure.

Cash  distributions from operations of approximately  $1,697,000  ($1,680,000 of
which was paid to the limited  partners,  $112.00 per limited  partnership unit)
and  approximately  $1,000,000  ($990,000  of  which  was  paid  to the  limited
partners,  $66.00 per limited partnership unit) were made to the partners during
the six months  ended June 30,  2000 and 1999,  respectively.  The  Registrant's
distribution   policy  is  reviewed  on  a   semi-annual   basis.   Future  cash
distributions  will depend on the levels of net cash generated from  operations,
the  availability  of  cash  reserves,   and  the  timing  of  debt  maturities,
refinancings,  and/or property sales. There can be no assurance;  however,  that
the Registrant will generate  sufficient funds from operations to permit further
distributions  to its  partners  during  the  remainder  of 2000  or  subsequent
periods.  Distributions may be further  restricted by the requirement to deposit
net operating income (as described in the mortgage notes) into a Reserve Account
until the  Reserve  Account  is  funded  in an amount  equal to $300 to $325 per
apartment unit for Quail Hollow,  Stone Mountain West and Heritage  Pointe for a
total of $151,800 to  $164,500.  The  mortgage  agreement  stipulates  a minimum
reserve of $400 per apartment unit at Windsor Hills for a total of $120,000.  As
of June 30, 2000 the Partnership had deposits of  approximately  $494,000 in its
Reserve Accounts.

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  its Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited  partnership  units;  the  management  of  partnerships  by the Insignia
affiliates;  and the Insignia  Merger.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Corporate  General  Partner filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on  August  21,  2000 to  address  the issue of  appointing  lead  counsel.  The
Corporate  General Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

               Exhibit 27, Financial Data Schedule, is filed as an exhibit to
               this report.

            b) Reports on Form 8-K filed during the quarter ended June 30, 2000:

                  None.

                                   SIGNATURES

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

                              SHELTER PROPERTIES I

                                 By:     Shelter Realty I Corporation
                                         Corporate General Partner

                                 By:     /s/Patrick J. Foye
                                         Patrick J. Foye
                                         Executive Vice President and Director

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

                              Date:      August 11, 2000



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