RANCON REALTY FUND I
10-K, 1998-03-31
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                 FORM 10-K

[      X ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934.
        For the 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: 0-10363

                              RANCON REALTY FUND I,
                  A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

                   California                       95-3523265
                   ----------                       ----------
       (State or other jurisdiction            (I.R.S. Employer
        of incorporation or organization)       Identification No.)

        400 South El Camino Real, Suite 1100         94402-1708
          San Mateo, California                      (Zip Code)
        (Address of principal executive offices)

Registrant's  telephone  number,  including area code (650) 343-9300  Securities
registered  pursuant to Section  12(b) of the Act:  None  Securities  registered
pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Indicate by check mark 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. [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
        Yes  X        No

State the aggregate market value of the voting stock held by  non-affiliates  of
the Registrant. Inapplicable

DOCUMENTS INCORPORATED BY REFERENCE:

Prospectus  dated  November 10, 1982,  filed  pursuant to Rule 424(b),  File no.
2-68265, is incorporated by reference in Part IV hereof.


                                  Page 1 of 26
<PAGE>


                                     PART I

Item 1.         Business

Rancon Realty Fund I, a California  Limited  Partnership,  (the Partnership) was
organized in accordance  with the provisions of the California  Uniform  Limited
Partnership  Act  for  the  purpose  of  acquiring,  developing,  operating  and
ultimately  selling real property.  The general  partners of the Partnership are
Daniel L. Stephenson and Rancon Financial  Corporation (RFC) (General Partners).
The  Partnership  was organized in 1980,  and completed its public  offerings of
limited  partnership units (Units) in July 1983. As of December 31, 1997, 18,346
Units were issued and outstanding. The Partnership has no employees.

On February 12, 1997, the General Partners adopted a plan of orderly liquidation
of the  Partnership's  assets.  During  1997,  the  Partnership  sold one rental
property and approximately 13.9 acres of land. The remaining investments in real
estate at December 31, 1997 consist of one operating  property and adjacent lots
which are being marketed for sale and are more fully  described in Item 2. These
investments  are  classified  as rental  property  and land held for sale on the
accompanying  December 31, 1997 and 1996 balance  sheets and are recorded at the
estimated fair value of the  respective  assets as of the valuation  dates.  The
carrying  value of the  investments in real estate at December 31, 1997 does not
purport to represent the ultimate sales price the Partnership  will realize from
the  disposition  of  these  assets  nor  are  the  amounts   reflected  in  the
accompanying  financial  statements intended to represent the ultimate amount to
be distributed to partners.

Competition Within the Market

Management  believes that  characteristics  influencing the competitiveness of a
real  estate  project  are  the  geographic   location  of  the  property,   the
professionalism  of the property  manager and the  maintenance and appearance of
the  property,  in  addition  to  external  factors  such  as  general  economic
circumstances,  trends,  and the existence of new,  competing  properties in the
vicinity.   Additional  competitive  factors  with  respect  to  commercial  and
industrial  properties  are the ease of access to the property,  the adequacy of
related facilities, such as parking, and the ability to provide rent concessions
and additional tenant  improvements  commensurate with local market  conditions.
Such  competition may lead to rent  concessions  that could adversely affect the
Partnership's cash flow. Although Management believes the Partnership  operating
property is competitive  with  comparable  properties as to those factors within
the Partnership's  control,  continued  over-building and other external factors
could  adversely  affect the  ability of the  Partnership  to attract and retain
tenants.  The  marketability  of the  properties  may also be  affected  (either
positively or  negatively)  by these factors as well as by changes in general or
local economic conditions, including prevailing interest rates.

Working Capital

The  Partnership's  practice is to maintain cash reserves,  when  possible,  for
normal  repairs,  replacements,  working  capital and other  contingencies.  The
Partnership  knows of no statistical  information which allows comparison of its
cash reserves to those of its competitors.


Item 2.         Properties

The Partnership currently owns the properties listed below:
                                        Encumbrances at
Name                Location        Type            Size       December 31, 1997
- ----                --------        ----            ----       -----------------
Mountain View Plaza
 Shopping Center    Mojave, CA   Commercial       57,456 sq. ft.  $1,791,000
Mountain View
 Plaza lots         Mojave, CA   Unimproved lots   8.9 acres          None


                                  Page 2 of 26
<PAGE>


Mountain View Plaza Shopping Center

In July  1981,  the  Partnership  acquired  approximately  21.7  gross  acres of
undeveloped land located in Mojave,  Kern County,  California for  approximately
$1,625,000.  Of the 21.7 acres acquired, the Partnership developed approximately
12.8  acres  as  a  neighborhood   shopping  center  consisting  of  a  detached
30,000-square  foot  retail  building,  two  single-story   multi-tenant  retail
buildings  (9,534  square  feet  and  12,000  square  feet,   respectively),   a
1,872-square foot fast food building and a 4,050-square foot family  restaurant.
A sixth free-standing  building,  consisting of approximately 1,584 square feet,
was built and later sold to an unaffiliated purchaser on September 30, 1987. The
Partnership  operates the  neighborhood  shopping  center as rental property and
holds the balance of the land (approximately 8.9 acres) for sale.

Mountain View Plaza Shopping Center is constructed with  masonry/concrete  block
with stucco  store  fronts and  Mexican  tile  overhangs,  and is the only large
retail strip center in Mojave  within a 15 mile radius.  The property is located
in a very unpopulated area of Kern County. The population of Mojave is estimated
at 4,300 (based on Census information) with 1,561 households.

Due to the remote  location  of Mojave,  the size of the trade area and the fact
that this is the only  traditional  retail center in Mojave,  it is difficult to
identify a retail  property  that  directly  competes  with Mountain View Plaza.
According to research conducted by the Partnership's property manager, the trade
market  has  approximately  432,000  square  feet of  leasable  space,  of which
approximately  12% is vacant.  This  vacancy  rate is 2% higher than the average
vacancy rate of  approximately  10% for  grocery/drug  anchored  centers in Kern
County.  The  average  asking  rent of  competitive  centers in  Bakersfield  is
approximately  $12.00 per square foot per year with landlords  achieving $9.60 -
$11.40 effective rental rates plus operating expenses.  Overall, the Mojave real
estate  market  is  static.  There  has not been  any  noticable  growth  in the
commercial or residential  markets in Mojave during 1997.  Demographics show the
Landcaster/Palmdale Market will see growth before Mojave.

The  occupancy  level at December 31,  (including  tenants  with ground  leases)
expressed as a percentage of the total net rentable square feet, and the average
annual effective rent per square foot for the last five years were as follows:

               Occupancy Level       Average Annual Effective
                Percentage             Rent per Square Foot
               ---------------       ------------------------ 
        1997        93%                 $       6.59
        1996        89%                 $       6.61
        1995        91%                 $       7.39
        1994        85%                 $       7.56
        1993        93%                 $       7.56

There are two ground leases  totaling  49,701 square feet at Mountain View Plaza
Shopping  Center.  These  tenants are only  obligated  to pay their ground lease
payment plus pro-rata share of the common area expenses of the property.

The current annual rental rates range from $7.80 to $12.94 per square foot.

                                  Page 3 of 26
<PAGE>


One tenant  occupies more than ten percent of the net rentable square footage of
the building.  The  principal  terms of the lease and the nature of the tenant's
business are as follows:

                                K-Mart
                                ------
        Nature of Business:     Retail
        Lease Term:             25 years
        Expiration Date:        October 31, 2007
        Square Feet:            30,000
        (% of rentable total):  28%
        Annual Rent:            $136,000
        Rent Increase:          Annual-CPI
        Renewal Options:        None

In 1993,  K-Mart  Corporation  vacated the space at Mountain View Plaza Shopping
Center but has continued to meet its monthly rental  obligations as set forth in
the lease agreement.

In the opinion of management, the property is adequately covered by insurance.

At December 31, 1997, the  Partnership  has a single note payable secured by the
Mountain  View  Plaza  Shopping  Center in the  amount of  $1,791,000.  The note
matures June 1, 2002.

During  1997,  the Mountain  View Plaza  Shopping  Center  property was assessed
property taxes of approximately $24,000 based on a tax rate of 1.11%.

The unimproved  lots include 7.7 acres located behind the Mountain View Shopping
Center,  and 1.2 acres on two retail pads in front of the Center.  The 1.2 acres
are suitable for fast food  restaurants.  There are no entitlements in place for
the 7.7 unimproved acres, and the Partnership has no plans to obtain them, since
current demand for office or industrial property in this market is minimal.  The
property was  acquired in 1982,  and is zoned  commercial.  It suffers from poor
access and a significant drainage problem which limits current usage.

During 1997,  the Mountain View Plaza  unimproved  lots were  assessed  property
taxes approximately $5,000 based on a tax rate of1.12%.

Item 3. Legal Proceedings

None.

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

None.

                                  Page 4 of 26
<PAGE>

                                     PART II

Item 5.  Market for Partnership's Common Equity and Related Stock Holder Matters

Market Information
- ------------------
There is no established trading market for the Units.

Holders
- -------
As of December 31, 1997, a total of 2,478 persons (Limited Partners) held Units.

Distributions
- -------------
Distributions  are  paid  from  either  Sale  or  Refinancing  Proceeds  or Cash
Available for Distribution.

Cash Available for  Distribution is defined in the Partnership  Agreement as all
cash  flow of the  Partnership,  after  deducting  such  funds  used to pay debt
service,  capital  improvements  and  operating  expenses,  less  adequate  cash
reserves for obligations of the Partnership for which there is no provision. All
distributions of Cash Available for Distribution are divided in the ratio of 98%
to the Limited Partners and 2% to the General Partners.

Sale or Refinancing Proceeds is defined in the Partnership  Agreement as the net
cash realized by the  Partnership  from the sale,  disposition or refinancing of
any property  after  retirement  of  applicable  mortgage  debt and all expenses
related to the transaction.  All  distributions of Sale or Refinancing  Proceeds
are  allocated  generally  as  follows  (a  more  explicit  statement  of  these
distribution policies is set forth in the Partnership Agreement):

        (i) 100% to Limited Partners until they have received distributions from
Sale or Refinancing Proceeds totaling 100% of their capital contributions,  plus
distributions from all sources equal to a 15% per annum cumulative noncompounded
return on their unreturned capital  contributions and (ii) thereafter 80% to the
Limited Partners and 20% to the General Partners.

There were no distributions during the three most recent fiscal years.


                                  Page 5 of 26
<PAGE>


Item 6.  Selected Financial Data

The financial data should be read in conjunction  with the financial  statements
and related notes contained elsewhere in this report. This financial data is not
covered by the reports of the independent public accountants.

The following is selected  financial  data for the five years ended December 31,
(in thousands, except per Unit data).

<TABLE>
<CAPTION>
                                          1997             1996            1995            1994            1993
                                         ----             ----            ----            ----            ----
<S>                                <C>             <C>             <C>             <C>             <C>        
Rental income                      $       480     $       515     $       598     $       632     $       755

Net gain on sales of properties    $         1     $       138     $         -     $         -     $         -

Provision for impairment of
        investments in real estate $      (625)    $      (513)    $         -     $       -       $      (115)

Net loss                           $      (800)    $      (803)    $      (365)    $       (395)   $      (200)

Net loss allocable to
 limited partners                  $      (784)    $      (787)    $      (358)    $       (387)   $      (196)

Net loss per limited
  partnership unit                 $    (42.73)    $    (42.90)    $    (19.51)    $       (21.07) $    (10.67)

Total assets                       $     4,047     $     4,877     $     5,691     $       6,155   $     6,498

Long-term obligations              $     1,791     $     1,821     $     1,846     $       1,868   $     1,891

Cash distribution per
  limited partnership unit         $         -     $         -     $         -     $           -   $         -
</TABLE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of operations

LIQUIDITY AND CAPITAL COMMITMENTS:
- ---------------------------------
As of December 31, 1997, the Partnership  had cash of $1,924,000.  The remainder
of the  Partnership's  assets  consist  primarily  of it's  investments  in real
properties,  all  held for  sale,  which  totaled  approximately  $1,805,000  at
December 31, 1997.

On February 12, 1997, the General Partners adopted a plan of orderly liquidation
of the  Partnership's  assets.  During  1997,  the  Partnership  sold one rental
property and approximately 13.9 acres of land. The remaining investments in real
estate at December 31, 1997 consist of one operating  property and adjacent lots
which are being marketed for sale.  These  investments  are classified as rental
property  and land held for sale on the  accompanying  December 31, 1997 balance
sheet and are recorded at the estimated fair value of the respective assets. The
carrying  value of the  investments in real estate at December 31, 1997 does not
purport to represent the ultimate sales price the Partnership  will realize from
the  disposition  of  these  assets  nor  are  the  amounts   reflected  in  the
accompanying  financial  statements intended to represent the ultimate amount to
be distributed to partners.

The Partnership's sources of funds have included mortgage indebtedness, property
operations,  and property sales. Funds from property  operations consist of cash
generated from rental  activities  reduced by related rental  expenses and costs
associated with obtaining tenants.  Net cash generated by


                                  Page 6 of 26
<PAGE>

property  operations  aswell as the  Partnership's  cash  reserves  and interest
income  thereon  have been used to pay  expenses  related  to the  Partnership's
administrative operations.

On August 1, 1997, the Partnership  sold the Rancon Commerce Center Auto Service
Center and a Rancon  Commerce  Center lot to an  unaffiliated  third party for a
purchase  price of  $1,174,000  less  commissions  and  other  closing  costs of
$81,000.  The sale was an all cash sale and the  Partnership  has no  continuing
obligations  or  involvement  in the  property.  The  Partnership  realized  net
proceeds of approximately $1,108,000 which were added to its cash reserves.

In December 1997, the  Partnership  sold the remaining 11.63 acres of the Rancon
Commerce  Center lots through  three  separate  transactions.  The sales were to
unaffiliated parties for an aggregate sales price of $981,000,  which included a
$300,000 note receivable. The Partnership realized $577,000 of net proceeds from
these sales which was added to the Partnership's cash reserves.

On January 16, 1998, the above mentioned $300,000 note receivable was sold to an
unaffiliated third party for $270,000.  To adjust the carrying value of the note
to fair value,  the Partnership  recorded a provision for impairment of the note
receivable of $30,000 at December 31, 1997.

The  Partnership  has a single note  payable,  in the amount of $1,791,000 as of
December 31, 1997, which is secured by Mountain View Plaza Shopping Center.  The
note does not mature until 2002.

Management believes that the Partnership's available cash together with the cash
generated by the  operations of the remaining  real estate and net proceeds from
the sale of the assets will be  sufficient to finance the cash  requirements  of
the Partnership until an orderly liquidation is completed.

RESULTS OF OPERATIONS:
- ---------------------
1997 vs. 1996
- -------------
Rental income and operating expenses decreased $35,000 or 7% and $55,000 or 21%,
respectively,  from the year-end  December 31, 1996 to the year-end December 31,
1997  primarily  due to the sale of the Bowling  Center on December 17, 1996 and
the sale of the Rancon Commerce Center Auto Service Center on August 1, 1997.

Interest and other income increased $35,000 or 350% from the year-ended December
31, 1996 to the year-ended December 31, 1997 primarily due to a $26,000 increase
in interest  income as a result of higher  invested cash  balances in 1997.  The
remaining  increase in income  resulted  from a legal  settlement  from a former
tenant and the receipt of miscellaneous income of $3,000.

The 1997 net gain on sales of rental  properties  and land of $1,000  represents
the net gain on the sales of the Rancon  Commerce Center Auto Service Center and
13.9  acres  of  Rancon  Commerce  Center  lots.  See  Item  14 at Note 2 to the
Financial Statements for further discussion of these sales.

Depreciation and  amortization  expense  decreased  $192,000 or 96% from 1996 to
1997 as a result of ceasing depreciation on January 1, 1997 of assets classified
as held for sale and due to the sale of the Bowling Center  property in December
1996.

In 1997,  due to a decrease in the estimated  fair value of the Rancon  Commerce
Center lots and the Mountain View Plaza  Shopping  Center and adjacent lots, the
Partnership  recorded  provisions for impairment of these assets of $262,000 and
$363,000,  respectively.  See Item 14 at Note 2 to the financial  statements for
further  discussion  on the  provision for  impairment  of  investments  in real
estate.


                                  Page 7 of 26
<PAGE>

At December 31, 1997, the Partnership held a $300,000 Promissory Note secured by
three Rancon Commerce Center lots totaling  approximately 5.07 acres of land. On
January 16, 1998 the  Partnership  sold this note  receivable to an unaffiliated
third party for $270,000.  Accordingly,  the Partnership recorded a provision to
impairment of the note  receivable of $30,000 on the  accompanying  December 31,
1997 statement of operations.

General  and  administrative  expenses  decreased  $28,000  or  11%  during  the
year-ended  December 31, 1997 compared to the year-ended  December 31, 1996. The
decrease is  primarily  due to the one-time  payment of $7,000 for  professional
services  in 1996  rendered  in  connection  with the  valuation  of the limited
partner interests  combined with the decrease in tax preparation fees of $14,000
as a result of additional services incurred in 1996. In addition, administrative
overhead  costs  decreased  approximately  $8,000 in 1997 due to the sale of the
Bowling Center property in December 1996.

1996 vs. 1995
- -------------
Rental revenue decreased $83,000,  or 14% in 1996 compared to 1995. The decrease
is a result of the slight  decrease  in  occupancy  at the  Mountain  View Plaza
resulting in vacancy loss of $17,000,  combined  with a $17,000  decrease in the
billing of prior year  recoveries from 1995 to 1996.  Recoverable  expenses were
higher than  budgeted in 1994  resulting  in  reconciliation  of  recoveries  of
$33,000 in 1995 where as in 1996 the  recoveries  relating to 1995 expenses were
calculated to be $16,000. In addition, there was $12,000 of bad debt at Mountain
View Plaza recorded as a reduction to rental revenue in 1996.

As  discussed in Note 2 of the Notes to  Financial  Statements,  the sale of the
Bowling  Center  resulted  in  a  gain  of  $138,000  and  is  included  on  the
Partnership's 1996 statement of operations.

Operating expenses  decreased  $49,000,  or 16%, for the year ended December 31,
1996 compared to 1995 primarily due to a $16,000  reduction in real estate taxes
and a $7,000  refund of prior years real estate taxes  combined with a reduction
in parking  repairs and  maintenance  at Mountain View Plaza.  In addition,  the
management fee at Mountain View Plaza, which is based on collections,  decreased
$5,000 due to the reduction in rental revenue, as previously discussed.

Depreciation and amortization expense remained consistent from 1995 to 1996.

During 1996,  management  concluded that the carrying value of the Partnership's
investment  in Mountain  View Plaza  Shopping  Center and adjacent  lots were in
excess of their  estimated  fair value and a  provision  for  impairment  of the
investments in the amount of $513,000 was recorded.

General and administrative expense increased $31,000, or 14%, for the year ended
December 31, 1996 compared to 1995 primarily due to a one-time payment of $7,000
for fees  rendered in  connection  with  valuations  of the limited  partnership
interests  and an increase in data  processing  charges of $7,000.  In addition,
there was a $14,000 increase in general legal fees associated with administering
the Partnership's and properties' day-to-day affairs.

Year 2000 Compliance
- --------------------
The Partnership  utilizes a number of computer  software  programs and operating
systems across its entire organization, including applications used in financial
business systems and various  administrative  functions.  To the extent that the
Partnership's  software  applications  contain  a source  code that is unable to
appropriately interpret the upcoming calendar year "2000" and beyond, some level
of  modification,  or replacement of such  applications  will be necessary.  The
Partnership has completed its  identification  of applications  that are not yet
"Year 2000"  compliant and has commenced  modification  or  replacement  of such
applications,  as  necessary.  Given  information  known at this time  about the
Partnership's  systems that are  non-compliant,  coupled with the  Partnership's
ongoing,  normal  course-of-business  efforts to  upgrade  or  replace  critical
systems,  as necessary,  management does not expect "Year 2000" compliance


                                  Page 8 of 26
<PAGE>

costs to have any  material  adverse  impact on the  Partnership's  liquidity or
ongoing results of operations.  No assurance can be given,  however, that all of
the Partnership's systems will be "Year 2000" compliant or that compliance costs
or the impact of the  Partnership's  failure to achieve  substantial "Year 2000"
compliance will not have a material adverse effect on the  Partnership's  future
liquidity or results of operations.

Item 8.  Financial Statements and Supplementary Data

For information  with respect to Item 8, see Financial  Statements and Schedules
as listed in Item 14.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure None.


                                  Page 9 of 26
<PAGE>

                                    Part III

Item 10. Directors and Executive Officers of the Partnership

Daniel Lee Stephenson  and Rancon  Financial  Corporation  (RFC) are the General
Partners of the Partnership. The executive officer and director of RFC is:

Daniel L. Stephenson    Director, President, Chief Executive Officer and
                        Chief Financial Officer

There is no fixed term of office for Mr. Stephenson.

Mr.  Stephenson,  age 54, founded RFC (formerly known as Rancon  Corporation) in
1971 for the purpose of  establishing  itself as a  commercial,  industrial  and
residential  property  syndication,   development  and  brokerage  concern.  Mr.
Stephenson has, from inception,  held the position of Director. In addition, Mr.
Stephenson was President and Chief  Executive  Officer of RFC from 1971 to 1986,
from August  1991 to  September  1992 and from March 31,  1995 to  present.  Mr.
Stephenson is Chairman of the Board of PacWest  Group,  Inc., a real estate firm
which has acquired a portfolio of assets from the Resolution Trust Corporation.

Item 11. Executive Compensation

The Partnership  has no executive  officers.  For information  relating to fees,
compensation,   reimbursements   and  distributions  paid  to  related  parties,
reference is made to Item 13 below.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners
- -----------------------------------------------
No person is known by the Partnership to be the beneficial owner of more than 5%
of the Units.

Security Ownership of Management
- --------------------------------
<TABLE>
<CAPTION>
<S>             <C>                             <C>                     <C>
                                                Amount and Nature of
Title of Class  Name of Beneficial Owner        Beneficial Ownership    Percent of Class
- --------------  ------------------------        --------------------    ----------------
   Units        Rancon Financial Corporation    95 Units (direct)       Less than 1 percent
</TABLE>

Changes in Control

The Limited  Partners  have no right,  power or authority to act for or bind the
Partnership.  However,  the  Limited  Partners  have the  power to vote upon the
following  matters  affecting the basic  structure of the  Partnership,  each of
which shall require the approval of Limited  Partners  holding a majority of the
outstanding Units: (i) amendment of the Partnership Agreement;  (ii) termination
and  dissolution of the  Partnership;  (iii) sale,  exchange or pledge of all or
substantially all of the assets of the Partnership;  (iv) removal of the General
Partners or any  successor  General  Partner;  and (v) election of a new General
Partner or General  Partners  upon the  removal,  retirement,  death,  insanity,
insolvency,  bankruptcy or dissolution of the General  Partners or any successor
General Partner.

Item 13. Certain Relationships and Related Transactions

For the year ended  December 31, 1997, the  Partnership  did not incur any costs
reimbursable to RFC.

                                 Page 10 of 26
<PAGE>

                                     Part IV

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

        (a) The following documents are filed as part of the report

            (1)Financial Statements:

               Report of Independent Public Accountants

               Balance Sheets as of December 31, 1997 and 1996

               Statements of Operations for the Years Ended December 31, 1997,
               1996 and 1995

               Statements of Partners' Equity (Deficit) for the Years Ended
               December 31, 1997, 1996 and 1995

               Statements of Cash Flows for the Years Ended December 31, 1997,
               1996 and 1995

               Notes to Financial Statements

            (2)Financial Statement Schedule:

               Schedule  III - Real Estate and  Accumulated  Depreciation  as of
               December 31, 1997 and Note thereto

             All other  schedules are omitted because they are not applicable or
             the required  information  is shown in the financial  statements or
             notes thereto.

            (3)Exhibits:

            (3.1)   Certificate  and  Agreement  of Limited  Partnership  of the
                    Partnership,  included as Exhibit A to the Prospectus  dated
                    November 10, 1982, filed pursuant to Rule 424(b),File Number
                    2-68265, is incorporated as an Exhibit herein by reference.*

            (27)    Financial data schedule

                * Included as an Exhibit in the  Partnership's  annual report on
                  Form 10-K for fiscal year ended December 31, 1992.

        (b) Reports on Form 8-K

            On January 13, 1998, the Partnership filed a Form 8-K announcing the
            sale of three Rancon  Commerce  Center lots  totaling  5.07 acres of
            undeveloped land.


                                 Page 11 of 26
<PAGE>

                                         SIGNATURES


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


                              RANCON REALTY FUND I,
                        a California Limited Partnership
                                  (Registrant)




Date:   March 30, 1998        By:      /s/ DANIEL L. STEPHENSON
                              Daniel L. Stephenson, General Partner and
                              Director, President, Chief Executive Officer and
                              Chief Financial Officer of
                              Rancon Financial Corporation,
                              General Partner



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Partnership and in the
capacities and on the dates indicated.




Date:   March 30, 1998        By:      /s/ DANIEL L. STEPHENSON
                              Daniel L. Stephenson, General Partner and
                              Director, President, Chief Executive Officer and
                              Chief Financial Officer of
                              Rancon Financial Corporation,
                              General Partner


                                 Page 12 of 26
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULE




                                                                   Page

        Report of Independent Public Accountants                     14

        Financial Statements:

           Balance Sheets as of December 31, 1997 and 1996           15

           Statements of Operations for the years ended
              December 31, 1997, 1996 and 1995                       16

           Statements of Partners' Equity (Deficit)
              for the years ended December 31, 1997, 1996 and 1995   17

           Statements of Cash Flows for the years ended
              December 31, 1997, 1996 and 1995                       18

           Notes to Financial Statements                             19

        Schedule:

           III -Real Estate and Accumulated Depreciation
                as of December 31, 1997 and Note thereto             26

        All other  schedules are omitted  because they are not applicable or the
        required  information  is shown  in the  financial  statements  or notes
        thereto.






                                 Page 13 of 26
<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
RANCON REALTY FUND I, A CALIFORNIA LIMITED PARTNERSHIP:

We have  audited  the  accompanying  balance  sheets of RANCON  REALTY FUND I, A
CALIFORNIA LIMITED PARTNERSHIP as of December 31, 1997 and 1996, and the related
statements  of  operations,  partners'  equity  (deficit) and cash flows for the
years ended December 31, 1997, 1996 and 1995. These financial statements and the
schedule  referred  to  below  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and 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,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of RANCON  REALTY  FUND I, A
CALIFORNIA  LIMITED  PARTNERSHIP,  as of  December  31,  1997 and 1996,  and the
results of its  operations  and its cash flows for the years ended  December 31,
1997,  1996  and  1995,  in  conformity  with  generally   accepted   accounting
principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The accompanying  schedule listed in the
index to  financial  statements  and  schedule is  presented  for the purpose of
complying  with the  Securities  and  Exchange  Commission's  rules and is not a
required  part of the basic  financial  statements.  This  information  has been
subjected  to the  auditing  procedures  applied  in  our  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.





San Francisco, California                /s/Arther Andersen LLP
  March 20, 1998


                                 Page 14 of 26
<PAGE>

                             RANCON REALTY FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                                 Balance Sheets
                           December 31, 1997 and 1996
                    (in thousands, except units outstanding)


Assets                                              1997            1996
- ------                                              ----            ----
Investments in real estate:
        Rental property held for sale         $       1,439   $       2,563
        Land held for sale                              366           1,794
                                              -------------   -------------
              Net real estate investments             1,805           4,357

Cash                                                  1,924             467
Note receivable, net                                    270               -
Accounts receivable                                      16              10
Deferred financing costs and other fees, net
  of accumulated amortization of $50 and $109
  in 1997 and 1996, respectively                         26              37
Other assets                                              6               6
                                              -------------   --------------
              Total assets                    $       4,047   $       4,877
                                              =============   =============
Liabilities and Partners' Equity (Deficit)
- ------------------------------------------
Liabilities:
        Note payable                          $       1,791           1,821
        Accounts payable and accrued expenses            40              23
        Interest payable                                 14              21
        Other liabilities                                12              22
                                              -------------    -------------
              Total liabilities                       1,857           1,887
                                              -------------    -------------
Partners' Equity (Deficit):
        General partners                                (35)            (19)
        Limited partners (18,346 limited partnership
        Units outstanding at December 31, 1997 and
        1996)                                         2,225           3,009
                                              -------------   -------------
              Total partners' equity                  2,190           2,990
                                              -------------   -------------
Total liabilities and partners' equity        $       4,047   $       4,877
                                              =============   =============

   The accompanying notes are an integral part of these financial statements.


                                 Page 15 of 26
<PAGE>

                                    RANCON REALTY FUND I,
                              A CALIFORNIA LIMITED PARTNERSHIP

                                  Statements of Operations
                   For the years ended December 31, 1997, 1996 and 1995
                           (in thousands, except per unit amounts)


                                                 1997          1996        1995
Revenue:                                         ----          ----        ----
 Rental income                               $    480      $    515     $  598
 Interest and other income                         45            10          3
 Net gain on sales of rental properties and land    1           138          -
                                             --------     ---------     -------
    Total revenue                                 526           663        601
                                             --------     ---------     -------
Expenses:
 Operating                                        209           264        313
 Interest                                         179           188        183
 Depreciation and amortization                      7           199        205
 Provision for impairment of investments in
   real estate                                    625           513          -
 Provision for impairment of note receivable       30             -          -
 General and administrative                       223           251        220
 Expenses associated with undeveloped land         53            51         45
                                             ---------     ---------    --------
    Total expenses                              1,326         1,466        966
                                             ---------     ---------    --------
Net loss                                     $   (800)     $   (803)    $ (365)
                                             =========     =========    ========
Net loss per limited partnership unit        $ (42.73)     $ (42.90)    $(19.51)
                                             ========      =========    ========
Weighted  average number of limited 
partnership  units  outstanding  during the
period used to compute net loss per limited 
partnership
unit                                          18,347         18,347     18,350
                                              =======        =======    =======


   The accompanying notes are an integral part of these financial statements.




                                 Page 16 of 26
<PAGE>





                             RANCON REALTY FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                    Statements of Partners' Equity (Deficit)
                     For the years ended December 31, 1997,
                          1996 and 1995 (in thousands)


                                    General Limited
                                      Partners         Partners        Total

Balance at December 31, 1994        $       4        $    4,154      $   4,158

Net loss                                   (7)             (358)          (365)
                                    ----------       -----------     -----------
Balance at December 31, 1995               (3)            3,796          3,793

Net loss                                  (16)             (787)          (803)
                                    ----------       -----------     -----------
Balance at December 31, 1996              (19)            3,009          2,990

Net Loss                                  (16)             (784)          (800)
                                    ----------       -----------     -----------
Balance at December 31, 1997        $     (35)       $    2,225      $   2,190
                                    ==========       ===========     ===========



  The accompanying notes are an intergral part of these financial statements.





                                 Page 17 of 26
<PAGE>




                                    RANCON REALTY FUND I,
                              A CALIFORNIA LIMITED PARTNERSHIP

                                  Statements of Cash Flows
                    For the years ended December 31, 1997, 1996 and 1995
                                       (in thousands)
<TABLE>
<CAPTION>
                                                                           1997        1996         1995
                                                                            ----        ----         ----
<S>                                                                     <C>          <C>         <C>    
Cash flows from operating activities:
Net loss                                                                $    (800)   $   (803)   $   (365)
Adjustments to reconcile net loss to net cash
                  used for operating activities:
                Depreciation and amortization                                   7         199         205
                Amortization of loan fees, included in interest expense         4           4           4
                Gain on sale of rental properties and land                     (1)       (138)          -
                Provision for impairment of investment in real estate         625         513           -
                Provision for impairment of note receivable                    30           -           -
Changes in certain assets and liabilities:
                Accounts receivable                                            (6)         15          (8)
                Deferred financing costs and other fees                        (8)         (7)         (1)
                Other assets                                                    -           -           9
                Accounts payable and accrued expenses                          17           3          20
                Payable to sponsor                                              -           -        (109)
                Interest payable                                               (7)          6          15
                Other liabilities                                             (10)          5          (3)
                                                                        ----------   ---------  -----------
                Net cash used for operating activities                       (149)       (203)       (233)
                                                                        ----------   ---------  -----------
Cash flows from investing activities:
                Additions to investments in real estate                       (24)        (24)        (47)
                Proceeds from sale of property                               1960         636           -
                                                                        ----------   ---------  -----------
                Net cash provided by (used for) investing activities         1936         612         (47)
                                                                        ----------   ---------  -----------
Cash flows from financing activities:
                Increase in note receivable                                  (300)         --          --
                Notes payable principal payments                              (30)        (25)        (22)
                Borrowings on unsecured note payable                            -         144           -
                Repayment of unsecured note payable                             -        (144)          -
                                                                        -----------  ---------  -----------
                      Net cash used for financing activities                 (330)        (25)        (22)
                                                                        ----------   ---------  -----------
Net increase (decrease) in cash                                             1,457         384        (302)

Cash at beginning of year                                                     467          83         385
                                                                        ---------    --------   ----------
Cash at end of year                                                     $   1,924    $    467   $      83
                                                                        =========    ========   ==========
Supplemental disclosure of cash flow information:
                Cash paid for interest                                  $     182    $    178   $     164
                                                                        =========    =========  ==========
</TABLE>

      The accompanying notes are an integral part of these financial statements.

                                 Page 18 of 26
<PAGE>
                              RANCON REALTY FUND I
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1997, 1996 and 1995

Note 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization
- ------------
Rancon Realty Fund I, a California Limited  Partnership (the  Partnership),  was
organized in accordance  with the provisions of the California  Uniform  Limited
Partnership  Act  for  the  purpose  of  acquiring,  developing,  operating  and
ultimately  selling real property.  The General  Partners of the Partnership are
Daniel L. Stephenson and Rancon Financial  Corporation (RFC), herein referred to
as the Sponsor.  RFC is  wholly-owned by Daniel L.  Stephenson.  The Partnership
reached final funding in July, 1983. At December 31, 1997 and 1996, 18,346 Units
were issued and outstanding.

Allocation of profits,  losses,  cash  distributions  from  operations  and cash
distributions  from  sale or  financing  are made  pursuant  to the terms of the
Partnership  Agreement which  generally  allocates such items 98% to the limited
partners and 2% to the General Partners.

Plan of Orderly Liquidation
- ---------------------------
On February 12, 1997, the General Partners adopted a plan of orderly liquidation
of the  Partnership's  assets.  During  1997,  the  Partnership  sold one rental
property and approximately 13.9 acres of land. The remaining investments in real
estate at December 31, 1997 consist of one rental property and the adjacent lots
(comprising  approximately  8.9 acres).  These  investments  are  classified  as
property and land held for sale on the Partnership's  1997 balance sheet and are
recorded at the estimated fair value of the respective asset. The carrying value
of the  investments  in real  estate at  December  31,  1997 does not purport to
represent  the  ultimate  sales  price the  Partnership  will  realize  from the
disposition  of these assets nor are the amounts  reflected in the  accompanying
financial statements intended to represent the ultimate amount to be distributed
to partners.

Management  believes that the  Partnership's  available  cash together with cash
generated  from  operations  prior to sale of the  real  estate  assets  and net
proceeds upon sale will be sufficient  to finance the cash  requirements  of the
Partnership until an orderly liquidation is completed.

General Partners and Management Matters
- ---------------------------------------
In December  1994, RFC entered into an agreement  with  Glenborough  Corporation
(successor by merger with Glenborough Inland Realty  Corporation)  (Glenborough)
whereby  RFC  sold to  Glenborough  the  contract  to  perform  the  rights  and
responsibilities  under RFC's  agreement with the  Partnership and other related
Partnerships  (collectively,  the Rancon Partnerships) to perform or contract on
the Partnership's  behalf  financial,  accounting,  data processing,  marketing,
legal,  investor  relations,  asset and  development  management  and consulting
services for the  Partnership for a period of ten years or to the liquidation of
the  Partnership,   whichever  comes  first.  According  to  the  contract,  the
Partnership  will pay Glenborough  for its services as follows:  (i) a specified
asset  administration  fee of $151,000 in 1997 and $159,000 in 1996;  (ii) sales
fees of 2% for improved  properties and 4% for land;  (iii) a refinancing fee of
1% and (iv) a  management  fee of 5% of gross rental  receipts.  As part of this
agreement,  Glenborough  will perform certain  responsibilities  for the General
Partners  of  the  Rancon  Partnerships.   RFC  has  agreed  to  cooperate  with
Glenborough, should Glenborough attempt to obtain a majority vote of the limited
partners to substitute itself as the Sponsor for the Rancon  Partnerships.  This
agreement was effective January 1, 1995.  Glenborough is not an affiliate of RFC
or the Partnership.


                                 Page 19 of 26
<PAGE>
                              RANCON REALTY FUND I
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1997, 1996 and 1995

Significant Accounting Policies
- -------------------------------
Basis of Accounting - The accompanying  financial  statements have been prepared
on the  accrual  basis of  accounting  in  accordance  with  generally  accepted
accounting  principles  under the presumption that the Partnership will continue
as a going  concern.  As discussed  above,  on February  12,  1997,  the General
Partners  adopted a plan of orderly  liquidation  of the  Partnership's  assets.
However,  the  liquidation  proceeds  and the timing  thereof are not  currently
estimable.  Once  such  liquidation  proceeds  and the  cost and  timing  of the
liquidation become determinable,  the Partnership will commence reporting on the
liquidation  basis of accounting  whereby  remaining assets will be presented at
the estimated realizable value and remaining liabilities,  including a provision
for the  estimated  costs  of the  plan,  will  be  presented  at the  estimated
settlement  value.  Accordingly,  the accompanying  financial  statements do not
provide  for any  adjustments  relating  to the  aforementioned  plan of orderly
liquidation.  Effective January 1, 1997 the Partnership  ceased  depreciation of
rental properties held for sale.

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

Risks and Uncertainties - The Partnership's ability to (i) achieve positive cash
flow  from   operations,   (ii)  meet  its  debt   obligations,   (iii)  provide
distributions  either  from  operations  or  the  ultimate  disposition  of  the
Partnership's properties or (iv) continue as a going concern, may be impacted by
changes in interest rates, property values,  geographic economic conditions,  or
the entry of other  competitors  into the  market.  The  accompanying  financial
statements do not provide for adjustments with regard to these uncertainties.

Rental  Property Held for Sale - Rental  property held for sale is stated at the
lower of cost or estimated  fair value.  Estimated  fair value is computed using
estimated  sales price or appraised value of the property less selling costs and
does not purport, for a specific property, to represent the sales price that the
Partnership could obtain from third parties for such property.

Land  Held for  Sale - Land  held for  sale is  stated  at the  lower of cost or
estimated fair value.  Estimated fair value is computed  using  estimated  sales
price or  appraised  value of the land  and  does not  purport,  for a  specific
property, to represent the current sales price that the Partnership could obtain
from third parties for such property.

Deferred  Costs - Deferred  loan fees are being  amortized  over the life of the
related loans on a straight-line basis.  Amortization expense, which is included
in interest expense,  was $4,000 for the years ended December 31, 1997, 1996 and
1995,  respectively.  Deferred lease  commissions are amortized over the initial
fixed term of the  related  lease  agreement.  Amortization  expense was $7,000,
$6,000  and  $11,000  for the years  ended  December  31,  1997,  1996 and 1995,
respectively.

Rental  Income - Rental  income is  recognized  as  earned  over the life of the
respective leases.


                                 Page 20 of 26
<PAGE>
                              RANCON REALTY FUND I
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1997, 1996 and 1995

Net Loss Per Limited Partnership Unit - Net loss per limited partnership unit is
calculated  using the  weighted  average  number of  limited  partnership  units
outstanding during the period and the Limited Partners' share of the net loss.

Gain on Sale of Property - Revenue from the sale of a property is  recognized at
the close of escrow,  when title has passed,  minimum down payment  requirements
are met, the terms of any notes received by the Partnership  satisfy  continuing
payment  requirements  and the Partnership is relieved of any  requirements  for
continued involvement with the property.

Income  Taxes - No provision  for income  taxes is included in the  accompanying
financial  statements,  as the  Partnership's  results of operations  are passed
through to the partners for  inclusion in their  respective  income tax returns.
Net  income  (loss) and  partners'  equity  (deficit)  for  financial  reporting
purposes differs from the  Partnership's  income tax return because of different
accounting methods used for certain items,  principally depreciation expense and
the provision for impairment of investments in real estate.

Note 2. INVESTMENTS IN REAL ESTATE

Rental property held for sale as of December 31, 1997 and 1996 is as follows:

                                           1997                 1996
                                           ----                 ----
Land                              $       210,000      $       351,000
Buildings and improvements              2,468,000            4,048,000
Leasehold and improvements                119,000              116,000
                                  ---------------      ---------------
                                        2,797,000            4,515,000
Accumulated depreciation               (1,358,000)          (1,952,000)
                                  ---------------      ---------------
  Total                           $     1,439,000      $     2,563,000
                                  ===============      ===============

As of December  31, 1997,  one of the  Partnership's  properties  held for sale,
Mountain View Plaza,  has been pledged as security for a trust deed note payable
(see Note 4).

Land held for sale as of December 31, 1997 and 1996 is as follows:
                                         1997                   1996
                                         ----                   ----
8.9 acres in Mojave, California   $       366,000      $       411,000
13.9 acres in Temecula, California              -            1,383,000
                                  ---------------      ---------------
  Total                           $       366,000      $     1,794,000
                                  ===============      ===============
The above unimproved land remains unencumbered at December 31, 1997.

In 1996,  management  concluded  that the  carrying  value of the  Partnership's
investment  in Mountain  View Plaza  Shopping  Center and  adjacent  lots was in
excess  of its  estimated  fair  value and a  provision  for  impairment  of the
investment in the amount of $513,000 was recorded.

On March 11, 1997,  the  Partnership  entered into a Purchase and Sale Agreement
with an  unaffiliated  third party for the sale of Mountain View Plaza  Shopping
Center and the adjacent land. The sale was expected to be completed by April 15,
1997 at a sale  price of  approximately  $2,150,000.  On  April  15,  1997,  the
Purchase and Sale Agreement expired;  however,  on June 3, 1997, the Partnership
entered  into a  Reinstatement  of  Agreement  of  Purchase  and  Sale  with the
potential buyer at a reduced purchase price of


                                 Page 21 of 26
<PAGE>

                              RANCON REALTY FUND I
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1997, 1996 and 1995

$1,920,000.  At December  31,  1997,  the  Agreement  of Purchase and Sale again
expired.  Subsequent to December 31, 1997, the potential  buyer again  expressed
interest in acquiring the property for $1,920,000;  however,  there is no formal
contract with the buyer.  As of December 31, 1997,  based on the potential  sale
and current market conditions,  management determined that the carrying value of
the Partnership's investment on Mountain View Plaza Shopping Center and adjacent
lots was in excess of its estimated fair value and a provision for impairment of
the investment in the amount of $363,000 was recorded.

Also  during  1997,   management  concluded  that  the  carrying  value  of  the
Partnership's investments in the Rancon Commerce Center lots (which were sold in
August and  December - see below) were in excess of their  estimated  fair value
and accordingly, a $262,000 provision for impairment of the investment in Rancon
Commerce Center lots was recorded.

On August 1, 1997, the Partnership  sold the Rancon Commerce Center Auto Service
Center and a Rancon  Commerce  Center  lot to an  unaffiliated  third  party for
$1,174,000  and  recognized a $116,000 gain on the sale which is included in the
accompanying 1997 statement of operations.

In  December  1997,  the  Partnership  sold a total of 11.63 acres of the Rancon
Commerce  Center lots through  three  separate  transactions.  The sales were to
unaffiliated  parties for an aggregate sales price of $981,000.  The Partnership
recognized a net loss on these sales totaling  $115,000 which is included in the
accompanying 1997 statement of operations.

On December 11, 1996, the Partnership sold the Bowling Center to an unaffiliated
third  party for  $700,000  and  recognized  a $138,000  gain on the sale of the
property which is included in the accompanying 1996 statement of operations.

Note 3.  NOTE RECEIVABLE

At December 31, 1997, the Partnership held a $300,000 Promissory Note secured by
three Rancon Commerce Center lots totaling  approximately 5.07 acres of land. On
January 16, 1998 the  Partnership  sold this note  receivable to an unaffiliated
third party for $270,000.  Accordingly,  the Partnership recorded a provision to
impairment of the note  receivable of $30,000 on the  accompanying  December 31,
1997 statement of operations.

Note 4.  NOTE PAYABLE

The note payable with a balance of  $1,791,000  and  $1,821,000  at December 31,
1997 and  1996,  respectively,  collateralized  by a first  deed of trust on the
Mountain View Plaza  property,  bears  interest at the weighted  average cost of
savings,  borrowings and advances for eleventh  district  members of the Federal
Home Loan Bank System (9.5% per annum at December 31, 1997 and 1996).  Principal
and interest payments are due in monthly  installments of approximately  $17,000
and the remaining principal balance is due on June 1, 2002.

During  1996,  the  Partnership  entered  into an  unsecured  note  payable with
Glenborough  in the amount of $144,000 to finance  operating  costs in excess of
revenues.  The loan  accrued  interest at 10% and was due and payable  September
1998. In December 1996, the Partnership paid off the loan with the proceeds from
the sale of the Bowling Center.



                                 Page 22 of 26
<PAGE>
                              RANCON REALTY FUND I
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                         December 31,1997,1996 and 1995

The aggregate  annual  maturities  of the  remaining  note payable for the years
subsequent to December 31, 1997 are as follows:

        1998             $       33,000
        1999                     36,000
        2000                     39,000
        2001                     44,000
        2002                  1,639,000
                         --------------
          Total          $    1,791,000
                         ==============
Note 5.  LEASES

The  Partnership's  rental  properties  are leased under  operating  leases that
expire at various  dates  through  October  2007.  In addition to basic  monthly
rentals, some of the leases provide for additional rents based upon a percentage
of sales levels attained by the retail tenants.  Minimum future rental income on
non-cancelable operating leases as of December 31, 1997 is as follows:

        1998             $       306,000
        1999                     235,000
        2000                     211,000
        2001                     202,000
        2002                     187,000
        Thereafter               962,000
                         ---------------
          Total          $     2,103,000
                         ===============
Included in the future  rental  income  stated above is $1,337,000 of rents from
K-Mart who  although  vacated its space in 1993,  continues  to meet its monthly
rental obligations pursuant to its lease.

Note 6.  TAXABLE INCOME

The  Partnership's  tax  returns,  the  qualification  of the  Partnership  as a
partnership  for federal  income tax purposes,  and the amount of income or loss
are subject to  examination  by federal and state  taxing  authorities.  If such
examinations result in changes to the Partnership's  taxable income or loss, the
tax liability of the partners could change accordingly.

The  Partnership's  tax returns are filed on a calendar year basis. As such, the
following is a reconciliation of the net income for financial reporting purposes
to the estimated taxable income, for the years ended December 31, 1997, 1996 and
1995,  determined in accordance with accounting practices used in preparation of
federal income tax returns (in thousands).
<TABLE>
<CAPTION>
                                                          1997             1996          1995
                                                          ----             ----          ----
<S>                                                  <C>                   <C>     <C>        
Net loss per financial statements                    $     (800)           (803)   $     (365)
Tax reporting depreciation in excess
        of financial reporting depreciation                (223)           (110)         (114)
Provision for impairment of investments
        in real estate                                      625             513             -



                                 Page 23 of 26
<PAGE>
                              RANCON REALTY FUND I
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Notes to Financial Statements

                        December 31, 1997, 1996 and 1995

                                                           1997             1996         1995
                                                           ----             ----         ----
Tax reporting gain on sale in excess
        of financial reporting                               --             136             -
Financial reporting property tax expense
        in excess of tax reporting                            5              16             -
Operating expenses recognized in a
        different period for financial
        reporting than for income tax reporting, net         181              6           (116)
                                                    ------------    ------------   ------------
Estimated net loss for federal
        income tax purposes                          $      (212)   $      (242)   $      (595)
                                                    =============   ============   ============
</TABLE>

The  following  is a  reconciliation,  as of  December  31,  1997 and  1996,  of
partner's equity for financial  reporting purposes to estimated partners' equity
for federal income tax purposes (in thousands).

                                                         1997             1996
                                                         ----             ----
Partners' equity per financial statements       $       2,190      $     2,990
Cumulative provision for impairment of
  investment in real estate                             1,138              513
Tax reporting depreciation in excess of
        financial reporting depreciation               (1,655)          (1,432)
Financial reporting property tax expense
        in excess of tax reporting                         21               16
Operating expenses recognized in a
        different period for financial reporting
        than for income tax reporting, net                161                6
Other, net                                                (28)             (54)
                                                --------------     -------------
Estimated partners' equity for
        federal income tax purposes             $       1,827      $     2,039
                                                ==============     =============


                                 Page 24 of 26
<PAGE>

                              RANCON REALTY FUND I
                        A CALIFORNIA LIMITED PARTNERSHIP

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1997
                                 (in thousands)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
        COLUMN A                          COLUMN B             COLUMN C                 COLUMN D
- ----------------------------------------------------------------------------------------------------------------
                                                                                      Cost Capitalized
                                                               Initial Cost to          Subsequent to
                                                                 Partnership             Acquisition
                                                               ---------------        ----------------
                                                                   Buildings
                                                                     and                          Carrying
        Description                     Encumbrances     Land    Improvements    Improvements       Cost
- -----------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>         <C>          <C>             <C>    
Rental property held for sale:

  Kern County, California
    Retail Shopping Center
      Mountain View Plaza               $     1,821    $   271     $       -    $       3,297   $     -

  Less: Provision for impairment of
    investment in real estate(4)                  -        (61)            -             (710)        -
                                        -----------    --------    -----------  --------------  --------
                                              1,821        210             -            2,587         -
                                        -----------    --------    -----------  --------------  --------
Land Held for sale:

  Kern County, California
    Unimproved lots                              - (3)      40             -              431         -

  Less: Provision for imapirment of
    investment in real estate (4)                -                         -               -        (105)
                                       ------------    -------     -----------   ------------   ---------
                                                 -          40             -              326         -
                                       ------------    -------     -----------   ------------   ---------
                                       $     1,821     $   250     $       -    $       2,913   $     -
                                       -----------     -------     -----------  -------------   ---------

</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
        COLUMN A                                     COLUMN E               COLUMN F        COLUMN G      COLUMN H     COLUMN I
- ---------------------------------------------------------------------------------------------------------------------------------

                                                Gross Amount Carried
                                                at December 31, 1996
                                                ----------------------
                                                    Building                                   Date                  Life
                                                      and       (1)        Accumulated     Construction  Date       Depreciated
        Description                     Land    Improvements    Total      Depreciation        Began     Acquired     Over (2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>            <C>          <C>               <C>         <C>
Rental property held for sale:

  Kern County, California
    Retail Shopping Center
      Mountain View Plaza           $   271     $      3,297   $ 3,568      $    1,358        9/82        7/81       Various

  Less: Provision for impairment of
    investment in real estate(4)        (61)            (710)     (771)              -
                                    --------    -------------  --------     -----------
                                        210            2,587     2,797           1,358
                                    --------    -------------  --------     -----------
Land Held for sale:

  Kern County, California
    Unimproved lots                      40              431       471             N/A           N/A        N/A        N/A

  Less: Provision for imapirment of
    investment in real estate (4)         -               -       (105)           (105)           -
                                    --------    ------------   --------     -----------
                                         40              326       366
                                    --------    ------------   --------     -----------
                                    $   250     $      2,913   $ 3,163      $    1,358
                                    --------    ------------   --------     -----------
</TABLE>



(1) The aggregate cost for Federal income tax purposes is $ 3,409.
(2) Buildings depreciated over 30-40 years, tenant improvements depreciated over
    5-10 years.
(3) Encumbered by same deed of trust as appears under Mountain View Plaza.
(4) See Note 2 to Financial Statements


                                 Page 25 of 26
<PAGE>

                              RANCON REALTY FUND I,
                        A California Limited Partnership

         NOTE TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 (in thousands)


Reconciliation of gross amount at which real estate was carried:
<TABLE>
<CAPTION>

                                                               For the years ended December 31,
                                                                 1997           1996             1995
                                                                 ----           ----             -----
<S>                                                      <C>             <C>             <C>    
INVESTMENT IN REAL ESTATE

        Balance at beginning of period                   $       6,309   $       7,809   $       7,762

                Additions (deletions) during period:
                        Improvements                                24              24              47
                        Property dispositions                   (2,545)         (1,011)              -
                        Provision for impairment of
                                investments in real estate        (625)           (513)              -
                                                         --------------  --------------  --------------
        Balance at end of period                         $       3,163   $       6,309   $       7,809
                                                         ==============  ==============  ==============
ACCUMULATED DEPRECIATION

        Balance at beginning of period                   $       1,952   $       2,270   $       2,076

                Additions charged to expense                         -             193             194
                Property dispositions                             (594)           (511)              -
                                                         --------------  --------------  --------------
        Balance at end of period                         $       1,358   $       1,952   $       2,270
                                                         ==============   =============   =============

</TABLE>
                                 Page 26 of 26
<PAGE>



<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000701637
<NAME>                        RANCON REALTY FUND I
<MULTIPLIER>                                   1000
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   DEC-31-1997
<EXCHANGE-RATE>                                1.000
<CASH>                                         1924
<SECURITIES>                                   0
<RECEIVABLES>                                  16
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               1930
<PP&E>                                         1805
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 4,047
<CURRENT-LIABILITIES>                          52
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     2,190
<TOTAL-LIABILITY-AND-EQUITY>                   4,047
<SALES>                                        0
<TOTAL-REVENUES>                                526
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               1,149
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             179
<INCOME-PRETAX>                                (800)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (800)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (800)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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