NATIONAL HOUSING PARTNERSHIP REALTY FUND I
10-Q, 1998-05-15
REAL ESTATE
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<PAGE>   1
                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                         COMMISSION FILE NUMBER 0-13465



                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)




               MARYLAND                                    52-1358879
     (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                   Identification No.)




                        9200 KEYSTONE CROSSING, SUITE 500
                        INDIANAPOLIS, INDIANA 46240-7602
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (317) 817-7500
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report.)


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

Yes   X         No
<PAGE>   2
PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                        STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>
                                                                                March 31,
                                                                                  1998           December 31,
                                                                               (Unaudited)           1997
                                                                               -----------        -----------

                                     ASSETS

<S>                                                                            <C>                <C>        
Cash and cash equivalents                                                      $    25,513        $    26,125
Investments in and advances to Local Limited Partnerships (Note 2)               1,806,861          1,780,933
                                                                               -----------        -----------

                                                                               $ 1,832,374        $ 1,807,058
                                                                               ===========        ===========

                   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
    Administrative and reporting fee payable to General Partner (Note 3)       $   851,562        $   829,964
    Due to General Partner (Note 3)                                                  6,315              6,315
    Accrued interest on partner loans (Note 3)                                         165               --
    Accrued expenses                                                                53,960             40,210
                                                                               -----------        -----------

                                                                                   912,002            876,489
                                                                               -----------        -----------

Partners' equity (deficit):
    General Partner -- The National Housing Partnership (NHP)                      (86,161)           (86,059)
    Original Limited Partner -- 1133 Fifteenth Street Associates                   (91,061)           (90,959)
    Other Limited Partners -- 11,519 investment units                            1,097,594          1,107,587
                                                                               -----------        -----------

                                                                                   920,372            930,569
                                                                               -----------        -----------

                                                                               $ 1,832,374        $ 1,807,058
                                                                               ===========        ===========
</TABLE>


                       See notes to financial statements.

                                      -1-
<PAGE>   3
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                 ----------------------------
                                                                      1998            1997
                                                                    --------        --------
<S>                                                                 <C>             <C>
REVENUES:

    Share of profits from Local Limited Partnerships (Note 2)       $ 25,928        $   --
    Interest income                                                       89             336
                                                                    --------        --------

                                                                      26,017             336
                                                                    --------        --------

COSTS AND EXPENSES:

    Share of losses from Local Limited Partnerships (Note 2)            --            32,070
    Administrative and reporting fees to
     General Partner (Note 3)                                         21,598          21,598
    Interest on Partner loans                                            165             278
    Other operating expenses                                          14,451          12,962
                                                                    --------        --------

                                                                      36,214          66,908
                                                                    --------        --------

NET LOSS                                                            $(10,197)       $(66,572)
                                                                    ========        ========


NET LOSS ASSIGNABLE TO LIMITED PARTNERS                             $ (9,993)       $(65,240)
                                                                    ========        ========

NET LOSS PER LIMITED
    PARTNERSHIP INTEREST                                            $     (1)       $     (6)
                                                                    ========        ========
</TABLE>


                       See notes to financial statements.

                                      -2-
<PAGE>   4
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                     STATEMENT OF PARTNER'S EQUITY (DEFICIT)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                           The National         1133
                                              Housing         Fifteenth          Other
                                            Partnership        Street           Limited
                                               (NHP)         Associates        Partners           Total
                                            ---------         ---------      -----------         ---------

<S>                                         <C>              <C>             <C>                 <C>      
Equity (deficit) at January 1, 1998          $(86,059)         $(90,959)      $1,107,587         $ 930,569

Net loss -- three months ended
  March 31, 1998                                 (102)             (102)          (9,993)          (10,197)
                                            ---------         ---------      -----------         ---------

Equity (deficit) at March 31, 1998           $(86,161)         $(91,061)      $1,097,594         $ 920,372
                                            =========          ========       ==========         =========

Percentage interest at
 March 31, 1998                                     1%                1%              98%              100%
                                            =========          ========       ==========         =========
                                                  (A)               (B)              (C)
</TABLE>


(A)      General Partner
(B)      Original Limited Partner
(C)      Consists of 11,519 investment units of 0.0085% held by 1,111 investors




                       See notes to financial statements.


                                      -3-
<PAGE>   5
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31,
                                                                    ----------------------------
                                                                        1998             1997
                                                                      --------        --------

<S>                                                                   <C>             <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
    Interest received                                                 $     89        $    336
    Operating expenses paid                                               (701)           (962)
                                                                      --------        --------

Net cash used in operating activities                                     (612)           (626)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          26,125          62,193
                                                                      --------        --------

CASH AND CASH EQUIVALENTS, END OF PERIOD                              $ 25,513        $ 61,567
                                                                      ========        ========

RECONCILIATION OF NET LOSS TO NET
   CASH USED IN OPERATING ACTIVITIES:
      Net loss                                                        $(10,197)       $(66,572)
                                                                      --------        --------
      Adjustments to reconcile net loss to net cash
        used in operating activities:
          Share of (profits) losses from Local Limited
             Partnerships                                              (25,928)         32,070
          Increase in administrative and reporting fees payable         21,598          21,598
          Increase in accrued interest on Partner loans                    165             278
          Increase in other accrued expenses                            13,750          12,000
                                                                      --------        --------

             Total adjustments                                           9,585          65,946
                                                                      --------        --------

      Net cash used in operating activities                           $   (612)       $   (626)
                                                                      ========        ========
</TABLE>




                       See notes to financial statements.

                                      -4-
<PAGE>   6
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS


(1)      ACCOUNTING POLICIES

         ORGANIZATION

         National Housing Partnership Realty Fund I (the "Partnership") is a
         limited partnership organized under the laws of the State of Maryland
         under the Maryland Revised Uniform Limited Partnership Act on October
         21, 1983. The Partnership was formed for the purpose of raising capital
         by offering and selling limited partnership interests and then
         investing in limited partnerships ("Local Limited Partnerships"), each
         of which owns and operates an existing rental housing project which is
         financed and/or operated with one or more forms of rental assistance or
         financial assistance from the U.S. Department of Housing and Urban
         Development ("HUD").

         The General Partner raised capital for the Partnership by offering and
         selling to additional limited partners 11,519 investment units at a
         price of $1,000 per unit. The Partnership acquired limited partnership
         interests ranging from 98% to 99% in ten Local Limited Partnerships,
         each of which was organized to acquire and operate an existing rental
         housing project.

         On June 3, 1997, Apartment Investment and Management Company, a
         Maryland corporation ("AIMCO" and, together with its subsidiaries and
         other controlled entities, the "AIMCO Group"), acquired all of the
         issued and outstanding capital stock of NHP Partners, Inc., a Delaware
         corporation ("NHP Partners"), and the AIMCO Group acquired all of the
         outstanding interests in NHP Partners Two Limited Partnership, a
         Delaware limited partnership ("NHP Partners Two"). The Acquisition was
         made pursuant to a Real Estate Acquisition Agreement, dated as of May
         22, 1997 (the "Agreement"), by and among AIMCO, AIMCO Properties, L.P.,
         a Delaware limited partnership (the "Operating Partnership"), Demeter
         Holdings Corporation, a Massachusetts corporation ("Demeter"), Phemus
         Corporation, a Massachusetts corporation ("Phemus"), Capricorn
         Investors, L.P., a Delaware limited partnership ("Capricorn"), J.
         Roderick Heller, III and NHP Partners Two LLC, a Delaware limited
         liability company ("NHP Partners Two LLC"). NHP Partners owns all of
         the outstanding capital stock of the National Corporation for Housing
         Partnerships, a District of Columbia corporation ("NCHP"), which is the
         general partner of The National Housing Partnership, a District of
         Columbia limited partnership ("NHP"). Together, NCHP and NHP Partners
         Two own all of the outstanding partnership interests in the NHP. NHP is
         the general partner of National Housing Partnership Realty Fund I (a
         Maryland Limited Partnership) (the "Registrant"). As a result of these
         transactions, the AIMCO Group has acquired control of the general
         partner of the Registrant and, therefore, may be deemed to have
         acquired control of the Registrant.

         The Original Limited Partner of the Partnership is 1133 Fifteenth
         Street Associates, whose limited partners were key employees of NCHP at
         the time the Partnership was formed and whose general partner is NHP.

         BASIS OF PRESENTATION

         The accompanying unaudited interim financial statements reflect all
         adjustments which are, in the opinion of management, necessary to a
         fair statement of the financial condition and results of operations for
         the interim periods presented. All such adjustments are of a normal and
         recurring nature.

         While the General Partner believes that the disclosures presented are
         adequate to make the information not misleading, it is suggested that
         these financial statements be read in conjunction with the financial
         statements and notes included in NHP Realty Fund I's Annual Report
         filed in Form 10-K for the year ended December 31, 1997.



                                      -5-
<PAGE>   7
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS


(2)      INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

         The Partnership owns a 98% limited partnership interest in Gates Mills
         I Limited Partnership and 99% limited partnership interests in nine
         other Local Limited Partnerships. Because the Partnership, as a limited
         partner, does not exercise control over the activities of the Local
         Limited Partnerships in accordance with the partnership agreements, the
         investments in Local Limited Partnerships are accounted for using the
         equity method. Thus, the investments (and the advances made to the
         Local Limited Partnerships as discussed below) are carried at cost plus
         the Partnership's share of the Local Limited Partnerships' profits less
         the Partnership's share of the Local Limited Partnerships' losses and
         distributions. However, because the Partnership is not legally liable
         for the obligations of the Local Limited Partnerships, and is not
         otherwise committed to provide additional support to them, it does not
         recognize losses once its investments, reduced for its share of losses
         and cash distributions, reach zero in each of the individual Local
         Limited Partnerships. As of March 31, 1998 and December 31, 1997,
         investments in eight of the ten Local Limited Partnerships had been
         reduced to zero. As a result, the Partnership did not recognize
         $306,803 and $375,456 of losses from Local Limited Partnerships during
         the three months ended March 31, 1998 and 1997, respectively. As of
         March 31, 1998 and December 31, 1997, the Partnership has not
         recognized a total of $16,117,316 and $15,810,513, respectively, of its
         allocated share of cumulative losses from the Local Limited
         Partnerships in which its investment is zero.

         Advances made by the Partnership to the individual Local Limited
         Partnerships are considered part of the Partnership's investment in
         Local Limited Partnerships. When advances are made to a Local Limited
         Partnership for which the Partnership carries its investment at zero,
         they are charged to operations as a loss on investment in the Local
         Limited Partnership using previously unrecognized cumulative losses. As
         discussed above, due to the cumulative losses incurred by eight of the
         Local Limited Partnerships, the aggregate balance of investments in and
         advances to Local Limited Partnerships, for these eight Local Limited
         Partnerships, has been reduced to zero at March 31, 1998 and December
         31, 1997. To the extent these advances are repaid by the Local Limited
         Partnerships in the future, the repayments will be credited as
         distributions in excess of investment in Local Limited Partnerships.
         These advances are carried as a payable to the Partnership by the Local
         Limited Partnerships.

         During the three months ended March 31, 1998 and 1997, no working
         capital advances or repayments were made between the Partnership and
         the Local Limited Partnerships. The combined amount carried as due to
         the Partnership by the Local Limited Partnerships was $376,951 as of
         March 31, 1998.

         The following are combined statements of operations for the three
         months ended March 31, 1998 and 1997, respectively, of the Local
         Limited Partnerships in which the Partnership has invested. The
         statements are compiled from financial statements of the Local Limited
         Partnerships, prepared on the accrual basis of accounting, as supplied
         by the management agents of the projects, and are unaudited.



                                      -6-
<PAGE>   8
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS



                        COMBINED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                     Three Months Ended March 31,
                                                           -----------------------------------------------
                                                               1998                                1997
                                                           ------------                       ------------
<S>                                                         <C>                                <C>        
Rental income                                               $ 1,837,824                        $ 1,834,432
Other income                                                     54,134                             44,304
                                                           ------------                       ------------

    Total income                                              1,891,958                          1,878,736
                                                           ------------                       ------------

Operating expenses                                            1,254,543                          1,345,952
Interest, taxes and insurance                                   624,200                            645,662
Depreciation                                                    297,908                            299,659
                                                           ------------                       ------------

    Total expenses                                            2,176,651                          2,291,273
                                                           ------------                       ------------

Net loss                                                   $   (284,693)                      $   (412,537)
                                                           ============                       ============

National Housing Partnership Realty Fund I
   share of losses                                         $   (280,875)                      $   (407,526)
                                                           ============                       ============
</TABLE>


(3)     TRANSACTIONS WITH THE GENERAL PARTNER

         During the three month periods ended March 31, 1998 and 1997, the
         Partnership accrued administrative and reporting fees payable to the
         General Partner in the amount of $21,598 for services provided to the
         Partnership. The Partnership did not make any payments to the General
         Partner for these fees during each of the respective periods. The
         amount due the General Partner by the Partnership for administrative
         and reporting fees was $851,562 and $829,964 at March 31, 1998 and
         December 31, 1997, respectively.

         During the three months ended March 31, 1998 and 1997, no working
         capital advances or repayments were made between the General Partner
         and the Partnership. The amount owed to the General Partner at March
         31, 1998 and December 31, 1997, was $6,315. Interest is charged on
         borrowings at the Chase Manhattan Bank rate of prime plus 2%. Chase
         Manhattan Bank prime was 8.5% at March 31, 1998. Accrued interest on
         this loan amounted to $165 and zero at March 31, 1998 and December 31,
         1997, respectively.

         The advances and accrued administrative and reporting fees payable to
         the General Partner will be paid as cash flow permits or from proceeds
         generated from the sale or refinancing of one or more of the underlying
         properties of the Local Limited Partnerships.



                                      -7-
<PAGE>   9
ITEM 2 -          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                  AND RESULTS OF OPERATIONS


                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)


The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements in certain circumstances. Certain information
included in this Report and other Partnership filings (collectively "SEC
Filings") under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (as well as information communicated orally or
in writing between the dates of such SEC Filings) contains or may contain
information that is forward-looking, including statements regarding the effect
of government regulations. Actual results may differ materially from those
described in the forward-looking statements and will be affected by a variety of
factors including national and local economic conditions, the general level of
interest rates, terms of governmental regulations that affect the Partnership
and interpretations of those regulations, the competitive environment in which
the properties owned by the Local Limited Partnerships operate, the availability
of working capital and dispositions of properties owned by the Partnership.

LIQUIDITY AND CAPITAL RESOURCES

The properties in which the Partnership has invested, through its investments in
the Local Limited Partnerships, receive one or more forms of assistance from
Federal, state or local governments or agencies. As a result, the Local Limited
Partnerships' ability to transfer funds either to the Partnership or among
themselves in the form of cash distributions, loans or advances is generally
restricted by these government-assistance programs. These restrictions, however,
are not expected to impact the Partnership's ability to meet its cash
obligations.

For the past several years, various proposals have been advanced by the United
States Department of Housing and Urban Development ("HUD"), Congress and others
proposing the restructuring of HUD's rental assistance programs under Section 8
of the United States Housing Act of 1937 ("Section 8"), under which 1,213 units,
77 percent of the total units owned by the properties in which the Partnership
has invested, receive rental subsidies. On October 27, 1997, the President
signed into law the Multifamily Assisted Housing Reform and Affordability Act of
1997 (the "1997 Housing Act"). Under the 1997 Housing Act, certain properties
assisted under Section 8, with rents above market levels and financed with
HUD-insured mortgage loans, will be restructured by adjusting subsidized rents
to market levels, thereby potentially reducing rent subsidies, and lowering
required debt service costs as needed to ensure financial viability at the
reduced rents and rent subsidies. The 1997 Housing Act retains project-based
subsidies for most properties (properties in rental markets with limited supply,
properties serving the elderly, and certain other properties). The 1997 Housing
Act phases out project-based subsidies on selected properties servicing families
not located in rental markets with limited supply, converting such subsidies to
a tenant-based subsidy. Under a tenant-based system, rent vouchers would be
issued to qualified tenants who then could elect to reside at properties of
their choice, provided such tenants have the financial ability to pay the
difference between the selected properties' monthly rent and the value of the
vouchers, which would be established based on HUD's regulated fair market rent
for the relevant geographical areas. The 1997 Housing Act provides that
properties will begin the restructuring process in federal fiscal year 1999
(beginning October 1, 1998), and that HUD will issue final regulations
implementing 1997 Housing Act on or before October 27, 1998. With respect to
Housing Assistance Payments Contracts ("HAP Contracts") expiring before October
1, 1998, Congress has elected to renew them for one-year terms, generally at
existing rents, so long as the properties remain in compliance with the HAP
Contracts. While the Partnership does not expect the provisions of the 1997
Housing Act to result in a significant number of tenants relocating from
properties owned by the Local Limited Partnerships, there can be no assurance
that the provisions will not significantly affect the operations of the
properties of the Local Limited Partnerships. Furthermore, there can be no
assurance that other changes in Federal housing subsidy policy will not occur.
Any such changes could have an adverse effect on the operation of the
Partnership.



                                      -8-
<PAGE>   10
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Net cash used in operations for the three months ended March 31, 1998 was $612
as compared to cash used in operations of $626 for the three months ended March
31, 1997.

During the three months ended March 31, 1998 and 1997, no working capital
advances or repayments were made between the Partnership and the Local Limited
Partnerships. The combined amount carried as due to the Partnership by the Local
Limited Partnerships was $376,951 as of March 31, 1998.

Distributions received from Local Limited Partnerships represent the
Partnership's proportionate share of the excess cash available for distribution
from the Local Limited Partnerships. As a result of the use of the equity method
of accounting for the Partnership's investments, as of March 31, 1998,
investments in eight Local Limited Partnerships had been reduced to zero. For
these investments, cash distributions received are recorded in income as
distributions received in excess of investment in Local Limited Partnerships.
For those investments not reduced to zero, distributions received are recorded
as distributions from Local Limited Partnerships. There were no cash
distributions during the three months ended March 31, 1998 and 1997,
respectively. The receipt of distributions in future quarters and years is
dependent upon the operations of the underlying properties of the Local Limited
Partnerships to generate sufficient cash for distribution in accordance with
applicable HUD regulations.

Cash and cash equivalents amounted to $25,513 at March 31, 1998. The ability of
the Partnership to meet its on-going cash requirements, in excess of cash on
hand at March 31, 1998, is dependent upon the future receipt of distributions
from the Local Limited Partnerships or proceeds from sales or refinancing of one
or more of the underlying properties of the Local Limited Partnerships. Cash on
hand at March 31, 1998, plus any distributions from the underlying operations of
the combined Local Limited Partnerships is expected to adequately fund the
operations of the Partnership in the current year. However, there can be no
assurance that future distributions will be adequate to fund the operations
beyond the current year.

The Partnership currently owes the General Partner $851,562 for administrative
and reporting services performed. The payment of the unpaid administrative and
reporting fees will most likely result from the sale or refinancing of the
underlying properties of the Local Limited Partnerships, rather than through
recurring operations.

Eight of the Local Limited Partnerships in which the Partnership has invested
have deferred acquisition notes due the original owner of each Property. With
the exception of Fairmeadows and Southridge, these notes have matured or will
reach final maturity prior to December, 1999. These notes are secured by both
the Partnership's and NHP's interests in the Local Limited Partnerships. In the
event of a default on the notes, the note holders would be able to assume NHP's
and the Partnership's interests in the Local Limited Partnerships.

Griffith Limited Partnership has defaulted on its deferred acquisition note and
related accrued interest which became due on October 31, 1997, which raises
substantial doubt about the Local Limited Partnership's ability to continue as a
going concern with its present ownership structure. The Local Limited
Partnership's continued existence as a going concern with its present ownership
structure is dependent on the ability to repay, refinance, restructure, or
renegotiate this note. The General Partner is currently negotiating to extend
the note and maintain ownership of the property. Should no agreement be reached
and the note matures absent a sale or refinancing which produces sufficient
funds to repay the note in full, a default would occur on the note. Such default
could lead to a foreclosure by the note holder of the security underlying the
note such that the Partnership may lose its interest in the Griffith Limited
Partnership. Should the Partnership lose its interest in Griffith Limited
Partnership, partners in the Partnership may incur adverse tax consequences. The
impact of the tax consequences is dependent upon each partner's individual tax
situation.



                                      -9-
<PAGE>   11
                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                        (A MARYLAND LIMITED PARTNERSHIP)
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Southward Limited Partnership and Northgate Village Limited Partnership have
deferred acquisition notes and related accrued interest due on October 4, 1998
and July 26, 1999, respectively, which raises substantial doubt about the Local
Limited Partnerships' ability to continue as going concerns with their present
ownership structure. The Local Limited Partnership's continued existence as a
going concern with their present ownership structure is dependent on the ability
to repay, refinance, restructure, or renegotiate this note. Should no agreement
be reached and the notes mature absent any sales or refinancing which produce
sufficient funds to repay the notes in full, a default would occur on the
notes. Such defaults could lead to a foreclosure by the note holders of the
security underlying the notes such that the Partnership may lose its interests
in the Local Limited Partnerships. Should the Partnership lose its interests in
Local Limited Partnerships, partners in the Partnership may incur adverse tax
consequences. The impact of the tax consequences is dependent upon each
partner's individual tax situation.

RESULTS OF OPERATIONS

The Partnership has invested as a limited partner in Local Limited Partnerships
which operate ten rental housing properties. In prior years, results of
operations of NHP Realty Fund I were significantly impacted by the Partnership's
share of the losses of the Local Limited Partnerships. These losses included
depreciation and accrued deferred acquisition note interest expense which are
noncash in nature. Eight of the ten investments in Local Limited Partnerships
have been reduced to zero. As a result, the Partnership's operations are no
longer being affected by its share of the operations from these eight
partnerships. The Partnership has recorded its share of operations in the
remaining two Local Limited Partnerships which amounted to profits of $25,928
for the three months ended March 31, 1998, and losses of $32,070 for the three
months ended March 31, 1997.

The Partnership realized a net loss of $10,197 for the three months ended March
31, 1998, compared to a net loss of $66,572 for the three months ended March 31,
1997. Net loss per unit of limited partnership interest decreased from $6 to $1
for the 11,519 units outstanding for both periods. The decrease in net loss was
primarily due to the Partnerships' share of profits from Local Limited
Partnerships of $25,928 recognized in 1998, compared to the Partnerships' share
of losses from Local Limited Partnerships of $32,070 recognized in 1997. The
Partnership did not recognize $306,803 of its allocated share of losses from
eight Local Limited Partnerships for the three months ended March 31, 1998, as
the Partnership's net carrying basis in these Local Limited Partnerships had
been reduced to zero. The Partnership's share of operating losses from the Local
Limited Partnerships, if not limited to its investment account balance, would
have decreased $126,651 between periods, primarily due to a decrease in
operating expenses.

PART II - OTHER INFORMATION

ITEM 6  -  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibit No.

                           27       Financial Data Schedule.


                                      -10-
<PAGE>   12
                                   SIGNATURES



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



                                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                                   (Registrant)


                                   By:  The National Housing Partnership,
                                        its sole General Partner


                                   By:  National Corporation for Housing
                                        Partnerships, its sole General Partner



May 14, 1998                       By:      /s/
                                        ---------------------------------------
                                        Troy D. Butts
                                        As Senior Vice President and 
                                        Chief Financial Officer



                                      -11-

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                          25,513
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                25,513
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,832,374
<CURRENT-LIABILITIES>                          912,002
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     920,372
<TOTAL-LIABILITY-AND-EQUITY>                 1,832,374
<SALES>                                              0
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