SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13e-1 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
OXFORD RESIDENTIAL PROPERTIES I, L.P.
(Name of issuer)
ASSIGNEE UNITS
(Title of Class of Securities)
NOT APPLICABLE
(CUSIP Number of Class of Securities)
Marc B. Abrams
7200 Wisconsin Avenue
Suite 1100
Bethesda, Maryland 20814
(301) 654-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Robert B. Robbins, Esq.
Shaw Pittman Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8136
CALCULATION OF FILING FEE
AMOUNT OF
TRANSACTION VALUATION FILING FEE
- - --------------------- -----------
$10,625 <F1> $2.13 <F2>
<F1> As purchases will be privately negotiated, the transaction valuation
represents the Partnership's estimate of the maximum amount of
consideration that may be paid for any Units that may be offered to the
Partnership for purchase. Solely for purposes of this fee calculation,
the Partnership estimates that it may purchase up to 25 Units at a price
not less than $425 per Unit. The Partnership will amend this
Transaction Statement in the event the aggregate consideration that is
actually paid by the Partnership exceeds $10,625.
<F2> Pursuant to Rule 0-11(b), the fee is 1/50 of 1% of the value of the
securities proposed to be acquired by the issuer.
</FN>
[] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
(1) This Rule 13e-1 Transaction Statement relates to the proposed
purchase or redemption (the "13e-1 Purchases") by Oxford Residential
Properties I Limited Partnership (the "Partnership") of Assignee
Units of the Partnership (the "Units"), during the pendency of the
tender offer dated July 28, 1998, filed by MacKenzie Patterson
Special Fund, L.P., MacKenzie Specified Income Fund, L.P., MacKenzie
Fund VI, L.P., Previously Owned Partnerships Income Fund II, L.P.,
MP Income Fund 12, LLC, MP Income Fund 14, LLC, Cal-Kan, Inc.,
Moraga Gold, LLC, and Steven Gold (the "Purchaser"), to purchase up
to 2,430 Units at a price of $425 per Unit) (the "Offer").
Any such purchases or redemptions will be made solely in private
transactions, and only upon the Partnership's receipt of an offer to
sell Units to the Partnership by a Unit Holder. The Units are not
traded on a securities exchange. The Partnership currently
estimates that, during the pendency of the Offer, it will purchase
or redeem not more than 25 Units.
(2) The 13e-1 Purchases are being made in view of the belief of the
Partnership's Managing General Partner that the 13e-1 Purchases will
provide Unit holders who desire to obtain liquidity for their
investment in the Partnership with an opportunity to sell all or a
portion of their investment in the Partnership, and based on the
Managing General Partner's belief that purchase of the Units at
prices approved by the Managing General Partner will result in long-
term benefits to the remaining Unit Holders.
Units acquired pursuant to Rule 13e-1 Purchases will be retired.
(3) The Partnership anticipates that the aggregate consideration
for the 13e-1 Purchases will not exceed $10,625, which the
Partnership will fund from its working capital.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: August 26, 1998
OXFORD RESIDENTIAL PROPERTIES I LIMITED
PARTNERSHIP
By: Oxford Residential Properties I
Corporation
Managing General Partner
By: /S/ Marc B. Abrams
________________________________
Marc B. Abrams
Senior Vice President
