SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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
- ---------------------- ------------
$54,000 <F1> $10.80 <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 120 Units at an average price of $450 per
Unit. The Partnership will amend this Transaction
Statement in the event the aggregate consideration that
is actually paid by the Partnership exceeds $54,000.
<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>
[X] 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: $2.13
Form or Registration No.: SC 13E1
Filing Party: Oxford Residential Properties I
Limited Partnership
Date Filed: August 26, 1998
(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, as
amended, 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 120
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
$54,000, 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: September 16, 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
