PRUDENTIAL BACHE AG SPANOS GENESIS INCOME PARTNERS L P I, 10-K, 1997-04-01

PRUDENTIAL BACHE AG SPANOS GENESIS INCOME PARTNERS L P I
10-K, 1997-04-01
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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

/ /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: 0-16861

PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
- --------------------------------------------------------------------------
(Exact name of registrant as specified in charter)

Delaware 94-3028296
- --------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

1341 West Robinhood, Suite B-9, Stockton, CA 95207
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code (209) 478-0140

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered

None None
------------------- ----------------------

Securities registered pursuant to Section 12(g) of the Act:

Depository Units of Limited Partnership Interests
-------------------------------------------------
(Title of class)

Indicate by check CK 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 such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days. Yes _CK_ No__

Indicate by check CK 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. [ CK ]

Page 1 of ______
Exhibit Index at page ______

<PAGE>
<PAGE>
TABLE OF CONTENTS

Part I

Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7

Part II

Item 5. Market for the Partnership's Depository Units of Limited
Partnership Interest and Related Security Holder Matters 8
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 8. Financial Statements and Supplementary Data 14
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 34

Part III

Item 10. Directors and Executive Officers of the Registrant 35
Item 11. Executive Compensation 38
Item 12. Security Ownership of Certain Beneficial Owners and
Management 39
Item 13. Certain Relationships and Related Transactions 39

Part IV

Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 42

2
<PAGE>
<PAGE>
PART I

Item 1. Business

The Registrant, Prudential-Bache/A.G. Spanos Genesis Income Partners L.P.,
I (the "Partnership"), is a limited partnership formed on January 14, 1987
under Delaware law. The business of the Partnership is managed and
controlled by its general partners (the "General Partners"), A.G. Spanos
Residential Partners-86, a California Limited Partnership (the "Spanos
General Partner") and Prudential-Bache Properties, Inc. (the "Bache General
Partner"). The primary purpose of the Partnership is to acquire from
affiliates of the Spanos General Partner, invest in, hold, manage, sell,
dispose of, and otherwise act with respect to properties on which
multi-family residential developments have been constructed. The
Partnership originally invested in eight apartment properties ("Apartment
Projects") and five land parcels, upon which apartment properties had been
constructed, which were leased back to the seller ("Land/Leases"). The
Apartment Projects and Land/Leases are collectively referred to as the
"Properties." Through 1996, the Partnership had sold one Apartment Project
and three Land/Leases. The remaining Properties are located in six
metropolitan areas: Atlanta (two Properties), Louisville (one Property),
Dallas/Fort Worth (two Properties), Kansas City (two Properties),
Albuquerque (one Property) and San Diego (one Property). The Partnership
will continue until December 31, 2021, unless terminated earlier under the
provisions of its Amended and Restated Agreement of Limited Partnership
(the "Partnership Agreement").

Occupancy information is set forth in Item 2. The Properties are subject
to competition from other apartment properties located in close proximity,
including properties owned by affiliates of the Spanos General Partner. The
Properties compete for a variety of tenant groups, including young
professionals, retail, service and trade employees, students and retirees.
Competition for tenants is principally on the basis of location, physical
condition, amenities, and rental rates. The location and condition of the
Properties is considered to be good to above-average. The Properties
feature amenities fairly typical for properties built in the 1980's,
including swimming pools, tennis courts, fitness facilities, microwave
ovens and guarded entrances, and are generally able to compete adequately
with similar projects in their respective markets.

Many areas, including Albuquerque, Kansas City, Dallas/Fort Worth and
Atlanta have seen construction of new apartment properties increase since
1992. This has led to the emergence of market segmentation between 1980's
vintage properties (such as the Partnership's) and the newer generation of
apartment properties completed recently. The newer properties have a
competitive advantage not only because they are new, but because many are

3<PAGE>
<PAGE>
designed with larger unit sizes, have floor plans and finishes similar to
those found in single family homes, and feature more extensive amenities
than do the properties built in the 1980's. To date, these newer
properties generally command higher rents and have competed with each other
for tenants able to pay premium rents, leaving the 1980's vintage
properties to compete with each other for the next tier of apartment
renters. There is a risk, however, that if overbuilding in the upper
segment of the market results in lower rents, the new properties with more
extensive amenities could be highly competitive with the 1980's vintage
apartment product. To date, only Del Rio (a Land/Lease property located in
Albuquerque) has been adversely affected by the level of new competition.
Revenue there declined 7.4% from 1995 to 1996.

Within the greater housing market, the apartment sector competes with
single-family homes. Thus, apartment demand can be affected by the
affordability of owner-occupied housing, which can increase and decrease
with changes in mortgage interest rates.

The Partnership does not segregate revenues or assets by geographic
regions. Two Apartment Projects accounted for 15% or more of annual
Apartment Project rental revenue in each of the prior three years: Chelsea
Park (16% to 19%) and Cypress Pointe (17% to 19%). No single tenant
accounted for 10% or more of the revenue for any of the three years ended
December 31, 1996. The Partnership is engaged solely in the business of
real estate investment; therefore, presentation of industry segment
information is not applicable. The General Partners believe the Properties
are adequately insured. For more information regarding the Properties, see
Item 2, Properties. For more information regarding the Partnership's
operations, see Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations.

The Partnership has no employees. The officers and employees of the
General Partners and their affiliates perform services for the Partnership
pursuant to the Partnership Agreement.

The General Partners are presently conducting negotiations regarding a
potential auction sale of the Properties in connection with the potential
settlement of certain of the litigation described below in Note F to the
financial statements. There is no assurance that these negotiations will
result in an agreement to sell the Properties.

4<PAGE>
<PAGE>
Item 2. Properties
<TABLE>
<CAPTION>
The Partnership owned the nine Properties described below at March 1, 1997:

<S> <C> <C> <C>
Purchase
Location Date Mortgage Holder
Apartment Projects (1):

Le Parc Apartments: Marietta, Georgia 06/03/87 Great Western Bank (3)
a 188-unit, midrise apartment complex (suburb of Atlanta)
located on approximately 8 acres.

Casa de Fuentes Apartments: Overland Park, Kansas 07/02/87 Wells Fargo Bank (4)
a 288-unit, garden apartment complex (suburb of Kansas (successor to Great
located on approximately 30 acres. City) American First Savings)

MacArthur Park Apartments: Las Colinas, Texas 10/01/87 Mellon Mortgage (5)
a 276-unit, garden apartment complex (suburb of Irving/ (successor to American
located on approximately 13 acres. Dallas) Savings Bank)

Cypress Pointe Apartments: Louisville, Kentucky 10/01/87 GE Capital (6)
a 444-unit, garden apartment complex
located on approximately 33 acres.

Comanche Place Apartments: Overland Park, Kansas 12/04/87 Wells Fargo Bank (4)
a 306-unit, garden apartment complex (suburb of Kansas (successor to Great
located on approximately 29 acres. City) American First Savings)

Chelsea Park Apartments: Norcross, Georgia 03/25/88 Great Western Bank (3)
a 376-unit, garden apartment complex (suburb of Atlanta)
located on approximately 31 acres.

Mission Trails Apartments: San Diego, California 08/12/88 Union Bank (4)
a 208-unit, garden apartment complex
located on approximately 5 acres.

Land Leases (2):

Cameron Creek Apartments: Fort Worth, Texas 10/01/87 Great Western Bank (3)
a land parcel of approximately 20 acres
upon which a 446-unit, garden
apartment complex has been constructed.

Del Rio Apartments: Albuquerque, New 12/21/87 Gibraltar Savings Bank
a land parcel of approximately 13 acres Mexico
upon which a 248-unit, garden
apartment complex has been constructed.

</TABLE>
5
<PAGE>
<PAGE>
Item 2. Properties (continued)
<TABLE>
<CAPTION>

Average Annual Occupancy Average Annual Revenue Per Apt. Unit (7) 1996 Realty Tax Data
1996 1995 1994 1993 1992 1996 1995 1994 1993 1992 Amount Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Apartment Projects:
Le Parc 93.1% 96.1% 95.9% 95.4% 93.7% $8,567 $8,381 $8,061 $7,698 $7,368 $109,736 1.3060%
Casa de Fuentes 94.8% 92.5% 91.8% 94.1% 95.2% $6,683 $6,389 $6,295 $6,514 $6,097 $185,562 1.7051%
MacArthur Park 95.5% 95.8% 95.8% 95.4% 94.0% $7,468 $7,152 $6,867 $6,463 $6,309 $266,703 2.4330%
Cypress Pointe 94.7% 92.0% 94.9% 95.2% 95.6% $6,520 $5,944 $5,954 $5,476 $5,386 $174,114 1.1350%
Comanche Place 95.0% 94.5% 94.8% 93.3% 94.9% $6,760 $6,474 $6,217 $5,852 $5,718 $144,564 1.3030%
Chelsea Park 93.9% 94.8% 95.4% 95.9% 93.1% $7,391 $7,201 $6,457 $5,905 $5,755 $210,667 1.4380%
Mission Trails 95.6% 92.3% 92.5% 91.9% 91.0% $9,467 $9,044 $9,145 $8,818 $8,949 $154,362 1.1186%

Land Leases:
Cameron Creek 93.2% 93.8% 94.4% 94.7% 94.0% (8) (8) (8) (8) (8) (10) (10)
Del Rio 92.0% 93.2% 94.6% 95.5% 94.8% (9) (9) (9) (9) (9) (10) (10)

<CAPTION>
(1) The Partnership has a 100% fee simple ownership interest in each Property subject to a first mortgage lien in
favor of the indicated holder. Each mortgage is secured only by the Property to which it relates and is without
recourse to either of the General Partners or the Partnership. (See Note C and Schedule III to the Financial
Statements.)

(2) The Partnership has a 100% fee simple interest in the land with respect to the Land/Leases. The lessees, who are
affiliates of the Spanos General Partner, own the apartment complexes constructed thereon which are encumbered by
first mortgage liens in favor of the indicated holder. Each lienholder has recourse only to the apartment complex
owned by the lessee and the land owned by the Partnership to which the lien relates, and each such lien is without
recourse to either of the General Partners or the Partnership. (See Note E and Schedule III to the Financial
Statements.)

(3) Loan may be prepaid upon payment of a 2% prepayment charge. The lender may waive the prepayment charge for
principal prepayments during the calendar year which do not exceed 20% of the original loan balance and for
prepayments made within 90 days of a notice of installment adjustment. The lender will also waive the prepayment
charge so long as A.G. Spanos Construction, Inc. or any entity owned and controlled by A.G. Spanos Construction
or by Alex G. Spanos remains liable on the loan.

(4) Loan may be prepaid without charge at any time unless the the Partnership has elected for interest to be computed
based on a LIBOR fixing, in which case prepayment must be accompanied by a yield maintenance prepayment charge.

(5) Loan may be prepaid upon payment of prepayment charge of 1% for prepayments occuring prior to February 1, 1998.
Thereafter, loan may be prepaid without charge.

(6) Loan may be prepaid upon payment of prepayment charges of 3%, 2% and 1%, respectively, for prepayments occuring
prior to June 1, 1997, 1998 and March 1, 1999.

(7) Average annual revenue per apartment unit is determined by dividing total operating revenues for the Property by
the number of apartment units.

(8) Ground lease requires payments of $350,000 per year through October 1992, and $420,000 per year thereafter.

(9) Ground lease requires payments of $200,000 per year through December 1992, and $240,000 per year thereafter.

(10)The ground leases are triple-net, with the tenant responsible for payment of all property taxes. Property taxes
and tax rate for 1996 for Cameron Creek were $398,670 and 3.2066%, respectively, and for Del Rio, $90,231 and
1.2140%, respectively.

</TABLE>
6
<PAGE>
<PAGE>
Item 3. Legal Proceedings

This information is incorporated by reference to Note F to the financial
statements in Item 8, Financial Statements and Supplementary Data.

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

No matters were submitted to a vote of the Unitholders during the fourth
quarter of the fiscal year covered by this report through the solicitation
of proxies or otherwise.

7<PAGE>
<PAGE>
PART II

Item 5. Market for Partnership's Depository Units of Limited Partnership
Interest and Related Security Holder Matters

The Partnership had four limited partners as of March 3, 1997: Residential
Portfolio Depository Corp. (the "Assignor Limited Partner"), a wholly owned
subsidiary of AGS Financial Corporation, and three affiliates of the Spanos
General Partner which are holders of Special Limited Partnership Interests
("Special Interests"). The Assignor Limited Partner has transferred and
assigned to the Unitholders all of the Assignor Limited Partner's rights
and interest in and to the assigned Limited Partnership Interests, except
for record ownership and the right to vote directly on matters submitted to
the Limited Partners and Unitholders for a vote. There were 3,338
Unitholders as of March 3, 1997

A significant secondary market for the Units has not developed, and it is
not expected that one will develop in the future. There are also certain
restrictions set forth in the Partnership Agreement limiting the ability of
a Unitholder to transfer Units. Consequently, Unitholders may not be able
to liquidate their investments in the event of an emergency or any other
reason.

Distributions of cash from operations were paid to Unitholders
approximately 45 days after the end of the specified quarter.
Distributions per Unit in 1995 and 1996 were as follows:

Quarter Ended Distribution

March 31, 1995 $6.25
June 30, 1995 $6.25
September 30, 1995 $6.25
December 31, 1995 $6.25
March 31, 1996 $6.25
June 30, 1996 $6.25
September 30, 1996 $6.25
December 31, 1996 $6.25

Approximately $1,374,000 and $1,617,000 of the distributions paid to
Unitholders for 1996 and 1995, respectively, represent a return of capital
on a generally accepted accounting principle ("GAAP") basis. The return of
capital on a GAAP basis is calculated as Unitholder distributions less net
income, if any, allocated to Unitholders.

8<PAGE>
<PAGE>
There are no material legal restrictions on the Partnership's present or
future ability to make distributions in accordance with the provisions of
the Partnership Agreement. Future distributions will be dependent upon the
performance of the Partnership. See Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations, for a discussion
of the factors affecting future Distributions.

9<PAGE>
<PAGE>
Item 6. Selected Financial Data (a)
<TABLE>
<CAPTION>

For the year ended December 31,
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Total revenues (excluding gain $16,129,902 $14,988,762 $15,534,333 $15,568,580 $15,104,663
on disposition of property)

Gain (loss) on disposition of
property -- -- $3,874,238 ($326,682) --

Interest expense $4,960,498 $4,767,362 $4,999,648 $5,611,979 $6,506,167

Provision for loss on impairment
of assets (b) -- -- -- -- $570,748

Net income (loss) $247,518 ($799,735) $3,282,153 ($1,725,161) ($3,062,704)

Net income (loss) per Unit $3.75 ($12.12) $49.74 ($26.15) ($46.42)

Net income (loss) per Special
Interest -- -- -- -- --

Cash distributions per
Unit (c) $25.00 $25.00 $111.78 $50.21 $20.00

Cash distributions per
Special Interest -- -- $86.78 $27.71 --

Total assets $76,298,063 $78,463,093 $81,851,130 $94,299,558 $100,151,010

Mortgage loans payable $58,897,267 $59,764,780 $60,877,063 $68,372,936 $69,115,583

<CAPTION>
(a) The above selected financial data should be read in conjunction with the financial statements
and the related notes (see Item 8).

(b) The Partnership recorded provision for loss on impairment of assets in 1992 to reduce the
carrying amount of the three Land/Leases located in the Dallas-Fort Worth Metropolitan area to
an amount estimated to be recoverable through cash flows from their future operation and
disposition proceeds.

(c) The cash distributions did not result in taxable income to the Unitholders. Each Unitholder's
taxable income or loss from the Partnership is equal to his allocable share of the taxable
income or loss of the Partnership, without regard to the cash generated or distributed by the
Partnership.
</TABLE>

10
<PAGE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Capital Resources and Liquidity

The Partnership had cash of $4,998,000 at December 31, 1996. There are no
proposed programs for renovation, improvement or development of the
Properties other than maintenance and repairs (including major repairs) in
the ordinary course which will be paid from operations, and the
Partnership's liquidity position is considered satisfactory.

The Partnership's operating activities provided cash of $3,364,000 in 1996,
of which $284,000 reflects timing differences related to current assets and
liabilities. Of the balance, $924,000 was applied to scheduled principal
amortization on the Partnership's mortgage debt, $1,649,000 was paid in
cash distributions, and $507,000 was retained. Cash provided by operating
activities increased $892,000 in 1996 compared to 1995, principally because
of improved operations of the Apartment Projects as described below and an
increase in reported Land/Lease rentals which arose because certain rentals
are no longer accounted for as a recovery of recorded carrying amount as
described in Note B to the financial statements. (Reported cash flows from
investing activities declined $372,000 from 1995 to 1996 for the same
reason.) Cash flows from financing activities includes the payment of the
$8,943,000 balance of the matured Mission Trails mortgage with the proceeds
from a new $9,000,000 mortgage from another lender.

The Partnership's long term debt, which consists of seven real estate
mortgages with respect to the remaining Apartment Projects, was $58,897,000
at December 31, 1996. This debt requires monthly installments of principal
and interest of $484,000. The Apartment Projects are currently generating
aggregate revenue to cover operating expenses and debt service. The Casa
de Fuentes and Comanche Place mortgages mature in 1997, however, the
Partnership intends to exercise an option to extend the maturity for two
years. Three other mortgages require balloon payments, Cypress Pointe in
1999, Mission Trails in 2000 and MacArthur Park in 2001. The General
Partners anticipate that the Properties securing the balloon payment
mortgages will be sold or refinanced before the balloon payment due dates.
If the Properties are not sold or refinanced beforehand, the Partnership
would be required to refinance them when the balloon payments become due
subject to then existing conditions in the real estate and mortgage
financing markets or to sell the properties under terms which may not be
the most favorable to the Partnership. If the Partnership were unable to
complete sales or refinancings, then the lenders could institute
foreclosure proceedings against the Properties.

11<PAGE>
<PAGE>
The General Partners are presently conducting negotiations regarding a
potential auction sale of the Properties in connection with the potential
settlement of certain of the litigation described below in Note F to the
financial statements. There is no assurance that these negotiations will
result in an agreement to sell the Properties.

Results of Operations

Operating results for the past three years are not comparable because of
the sale of Prairie Hills in July 1994. For comparative purposes,
operating data relating to the nine-property portfolio remaining at
December 31, 1996 ("Same Property" data) are set forth below.

1996 1995 1994
Revenue:
Apartment project rental $15,307,834 $14,598,620 $14,099,689
Land/lease rental 660,000 240,000 240,000
Interest income 162,068 150,142 104,341
---------- ---------- ----------
16,129,902 14,988,762 14,444,030
---------- ---------- ----------
Expenses:
Property operating expenses 5,707,050 5,720,062 4,785,245
Property taxes 1,221,069 1,244,270 1,214,905
Property management fees 457,754 438,068 423,022
General and administrative 91,487 99,511 123,065
Interest expense 4,960,498 4,767,362 4,721,878
Management fees to general
partner 612,314 583,944 563,988
Depreciation 2,832,212 2,935,280 3,372,517
---------- ---------- ----------
Net income (loss) $247,518 $(799,735) $(760,590)
========== ========== ==========

1996 Compared to 1995. Same Property rental revenue was $15,308,000 in
1996, an increase of 4.9% compared to 1995. Revenue increased at all seven
Apartment Projects, principally as a result of increased effective rental
rates. Same Property average occupancy was 94.7% in 1996 compared to 93.8%
in 1995.

12<PAGE>
<PAGE>
Same Property operating expenses declined slightly from 1995 to 1996 as
small decreases in maintenance expenses offset smaller increases in other
operating expenses. Property taxes also declined slightly from 1995
because an appeal of the Le Parc taxes resulted in a $63,000 reduction
which more than offset tax increases at the other properties. Interest
expense was higher in 1996 because the interest rates on the Casa de
Fuentes, Comanche Place and Mission Trails mortgages increased.
Depreciation expense declined $103,000 because certain personal property
assets were fully depreciated in 1995. Interest income increased because
cash balances and money market interest rates were higher in 1996.

1995 Compared to 1994. Same Property rental revenue was $14,599,000 in
1995, an increase of 3.5% compared over 1994. Revenue increased at five of
the seven Apartment Projects, principally as a result of increased
effective rental rates. Revenue at Cypress Pointe was unchanged from 1994,
while revenue at Mission Trails was down about 1% because of lower rents
and occupancy. Operations at Mission Trails reflect the generally soft
market conditions which had been prevalent in the San Diego area. Same
Property average occupancy was 93.8% in 1995 compared to 94.5% in 1994.

Same Property operating expenses increased $935,000 over 1994. Major
repairs (i.e., exterior painting, asphalt work and other expensive repairs
that do not recur on an annual basis) was $623,000 in 1995 compared to
$222,000 in 1994. All the Apartment Projects had major repairs done in
1995. The more significant work includes $205,000 of exterior painting and
roof repairs at Cypress Pointe and $153,000 of elevator, roof and common
area rehabilitation at Le Parc. Furnished unit expense was up $55,000 over
1994, reflecting the increased furnished unit rentals, but this expense was
offset by the higher rents received for those apartments. Operating
expenses excluding major repairs and furnished unit expense increased
$479,000 or approximately 11% over 1994. Expense categories showing the
greatest increases were maintenance, up $223,000 or 17% reflecting the
generally higher costs of operating an aging property portfolio; payroll,
up $59,000 or 5% reflecting higher compensation and fringe benefit costs;
and advertising and promotion, up $47,000 or 22% reflecting higher
advertising and referral fee costs. Depreciation expense declined $437,000
because certain personal property assets were fully depreciated in 1994.
Interest income increased because cash balances and money market interest
rates were higher in 1995.

13<PAGE>
<PAGE>
Item 8. Financial Statements and Supplementary Data
Page

Independent Auditors' Report 15

Balance sheets at December 31, 1996 and 1995 16

Statements of operations for the years ended
December 31, 1996, 1995 and 1994 17

Statements of changes in partners' equity (deficit) for the
years ended December 31, 1996, 1995 and 1994 18

Statements of cash flows for the years ended
December 31, 1996, 1995 and 1994 19

Notes to financial statements 20-33

Schedule to financial statements 48

14<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT

General and Limited Partners
Prudential-Bache/A.G. Spanos
Genesis Income Partners, L.P., I:

We have audited the accompanying balance sheets of Prudential-Bache/A.G.
Spanos Genesis Income Partners L.P., I (a limited partnership) (the
"Partnership") as of December 3 1, 1996 and 1995, and the related
statements of operations, changes in partners' equity (deficit) and cash
flows for each of the three years in the period ended December 31, 1996.
Our audits also included the financial statement schedule of the
Partnership listed at Item 14(a)(2). These financial statements and
financial statement schedule are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements and financial statement 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, such financial statements present fairly, in all material
respects, the financial position of Prudential-Bache/A.G. Spanos Genesis
Income Partners L.P., I as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for each of the three years in the
period ended December 31, 1996 in conformity with generally accepted
accounting principles. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.

/s/ Deloitte & Touche LLP
February 21, 1997

15<PAGE>
<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)

BALANCE SHEETS
December 31, 1996 and 1995

<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
Property, net $71,009,033 $73,841,245
Cash and cash equivalents 4,997,867 4,151,047
Accounts receivable, affiliate 163,476 328,476
Other assets 127,687 142,325
---------- ----------
$76,298,063 $78,463,093
---------- ----------
---------- ----------

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Mortgage loans payable $58,897,267 $59,764,780
Accounts payable 459,065 502,389
Accounts payable, affiliate 189,914 187,329
Distributions payable 412,373 412,373
Accrued interest 409,605 398,296
Accrued property taxes 596,829 465,828
Unearned rent and tenant deposits 453,497 450,611
---------- ----------
61,418,550 62,181,606
---------- ----------
Partners' equity (deficit):
Limited partners' equity (64,660 units
authorized and outstanding) 8,998,812 10,372,744
Special limited partners' equity (7,749.5 units
authorized and outstanding) 6,862,188 6,862,188
General partners' deficit (981,487) (953,445)
---------- ----------
14,879,513 16,281,487
---------- ----------
$76,298,063 $78,463,093
---------- ----------
---------- ----------

</TABLE>
See notes to financial statements.

16
<PAGE>
<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)

STATEMENTS OF OPERATIONS
For the years ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Rental $15,307,834 $14,598,620 $ 15,189,992
Land/Lease rentals from affiliates 660,000 240,000 240,000
Gain on disposition of property -0- -0- 3,874,238
Interest 162,068 150,142 104,341
---------- ---------- ----------
16,129,902 14,988,762 19,408,571
---------- ---------- ----------
Expenses:
Property operating expenses 5,707,050 5,720,062 5,118,615
Property taxes 1,221,069 1,244,270 1,259,776
Property management fees to affiliates 457,754 438,068 455,015
General and administrative expense 91,487 99,511 123,065
Interest expense 4,960,498 4,767,362 4,999,648
Management fees to affiliates 612,314 583,944 607,600
Depreciation 2,832,212 2,935,280 3,562,699
---------- ---------- ----------
15,882,384 15,788,497 16,126,418
---------- ---------- ----------
Net income (loss) $ 247,518 $ (799,735) $ 3,282,153
---------- ---------- ----------
---------- ---------- ----------

Net income (loss) allocated to General Partners $ 4,950 $ (15,995) $ 65,643
---------- ---------- ----------
---------- ---------- ----------
Net income (loss) allocated to Limited Partners $ 242,568 $ (783,740) $ 3,216,510
---------- ---------- ----------
---------- ---------- ----------
Net income (loss) allocated to Special
Limited Partners $ -0- $ -0- $ -0-
---------- ---------- ----------
---------- ---------- ----------
Net income (loss) per unit of limited
partnership interest $ 3.75 $ (12.12) $ 49.74
---------- ---------- ----------
---------- ---------- ----------

</TABLE>
See notes to financial statements.

17
<PAGE>
<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
For the years ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>
Special
Limited Limited General
Total Partners Partners Partners
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partners' equity
(deficit)-
December 31, 1993 $23,510,518 $16,784,631 $ 7,534,746 $ (808,859)

Net income 3,282,153 3,216,510 -0- 65,643

Distributions (8,061,957) (7,228,157) (672,558) (161,242)
---------- ---------- ---------- ----------
Partners' equity
(deficit)-
December 31, 1994 18,730,714 12,772,984 6,862,188 (904,458)

Net loss (799,735) (783,740) -0- (15,995)

Distributions (1,649,492) (1,616,500) -0- (32,992)
---------- ---------- ---------- ----------
Partners' equity
(deficit)-
December 31, 1995 16,281,487 10,372,744 6,862,188 (953,445)

Net income 247,518 242,568 -0- 4,950

Distributions (1,649,492) (1,616,500) -0- (32,992)
---------- ---------- ---------- ----------
Partners' equity
(deficit)-
December 31, 1996 $14,879,513 $ 8,998,812 $ 6,862,188 $ (981,487)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------

</TABLE>
See notes to financial statements.

18
<PAGE>
<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)

STATEMENTS OF CASH FLOWS
For the years ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>
1996 1995 1995
---------- ---------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 247,518 $ (799,735) $ 3,282,153
---------- ---------- -----------
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 2,832,212 2,935,280 3,562,699
Gain on disposition of property -0- -0- (3,874,238)
Decrease in other assets 14,638 16,987 46,958
Decrease in account receivable, affiliate 165,000 145,802 470,479
Increase (decrease) in accounts payable,
affiliate 2,585 8,123 (29,495)
Increase (decrease) in accounts payable (43,324) 105,362 (36,897)
Increase (decrease) in accrued interest 11,309 3,615 (58,395)
Increase in accrued property taxes 131,001 42,453 20,295
Increase (decrease) in unearned rent and
tenant deposits 2,886 13,920 (68,259)
---------- ---------- -----------
Total adjustments 3,116,307 3,271,542 33,147
---------- ---------- -----------
Net cash provided by operating activities 3,363,825 2,471,807 3,315,300
---------- ---------- -----------

Cash flows from investing activities:
Sale of properties -0- -0- 12,219,264
Land/lease payments -0- 372,498 483,525
---------- ---------- -----------
Net cash provided by investing activities -0- 372,498 12,702,789
---------- ---------- -----------

Cash flows from financing activities:
Proceeds from mortgage loan payable 9,000,000 -0- -0-
Mortgage loan principal amortization (924,033) (978,940) (946,283)
Other mortgage loan repayments (8,943,480) (133,343) (6,549,590)
Distributions to partners (1,649,492) (1,649,492) (8,061,957)
---------- ---------- -----------
Net cash used in financing activities (2,517,005) (2,761,775) (15,557,830)
---------- ---------- -----------

Net increase in cash and cash equivalents 846,820 -0- -0-
Cash and cash equivalents, beginning of period 4,151,047 -0- -0-
---------- ---------- -----------
Cash and cash equivalents, end of period $ 4,997,867 $ -0- $ 2,084,946
---------- ---------- -----------
---------- ---------- -----------

</TABLE>
See notes to financial statements.

19
<PAGE>
<PAGE> PRUDENTIAL-BACHE/A. G. SPANOS
GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1996, 1995 and 1994

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Prudential-Bache/A.G. Spanos Genesis Income Partners L.P., I (the
"Partnership") is a Delaware limited partnership organized for the purpose
of acquiring and operating thirteen specified apartment properties (the
"Properties") consisting of eight apartment projects (the "Apartment
Projects") and five land parcels, upon which apartment complexes have been
constructed, to be leased back to the sellers for up to 25 years (the
"Land/Leases"). Through December 31, 1996, the Partnership had sold three
of the Land/Leases and one of the Apartment Projects. The General Partners
of the Partnership are Prudential-Bache Properties, Inc. (the "Bache
General Partner") and A.G. Spanos Residential Partners-86, A California
Limited Partnership (the "Spanos General Partner"). The Partnership will
continue until December 31, 2021, unless previously terminated in
accordance with the provisions of its Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement").

The Partnership sold 64,660 depository units of limited partnership
interest ("Units") between February 1987 and August 1988 for aggregate
capital contributions (net of certain volume selling commission discounts)
of $64,641,610. The Partnership has also issued non-voting Special Limited
Partnership Interests ("Special Interests") to affiliates of the Spanos
General Partner in consideration for capital contributions, payments under
a cash flow guaranty, and certain refinancing costs paid on behalf of the
Partnership by such affiliates.

Financial Statement Preparation

The Partnership has a fiscal year ending December 31. The books and
records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles.
Certain reclassifications have been made to prior year amounts in order to
be in conformity with the current year presentation.

20<PAGE>
<PAGE>
Accounting Estimates

In preparing the financial statements, management makes estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities (see Note F) at the date of
the financial statements and the reported amounts of revenues and expenses
from the reporting period. Actual results could differ from those
estimates.

Cash Equivalents

Cash equivalents consist of money market funds containing money market
instruments with an original maturity date of 90 days or less whose cost
approximates market value.

Property

Property, which includes land, buildings and equipment, is carried at the
lower of depreciated cost or the amount estimated to be recoverable through
future cash flows from property operations and dispositions on an
undiscounted basis. Depreciated cost was reduced by certain payments
received under the cash flow guaranty (see Note D). Depreciation on
buildings and equipment is recorded on a straight-line basis over their
estimated useful lives, which range from 7 to 27.5 years.

Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," was adopted by the Partnership as of January 1, 1996 for its
financial statements for the year ended December 31, 1996. Under SFAS
No.121, impairment for properties to be held and used is determined to
exist when estimated amounts recoverable through future operations on an
undiscounted basis are below the properties' carrying value. If a property
is determined to be impaired, it should be recorded at the lower of its
carrying value or its estimated fair value. For properties that are held
for sale, SFAS No. 121 states that they should be reported at the lower of
carrying amount or estimated fair value less cost to sell. The
implementation of SFAS No. 121 did not affect the Partnership's results of
operations or financial position for the year ended December 31, 1996.

21<PAGE>
<PAGE>
Prior to 1996, property investments were carried at the lower of
depreciated cost or estimated amounts recoverable through future operations
and ultimate disposition of the property. A provision for loss on
impairment of assets would be recorded when the property carrying amounts
exceeded the amounts estimated to be recoverable through future cash flows
from property operations (before debt service) and disposition proceeds on
an undiscounted basis.

Other Assets

Other assets include prepaid expenses and tenant receivables.

Income Taxes

No provision has been made for federal or state income taxes (or credits)
since such items are the responsibility of the partners. A reconciliation
of the net income (loss) in the financial statements to the net taxable
loss is set forth below:

1996 1995 1994

Net income (loss) per financial
statements $ 247,518 $ (799,735)$3,282,153
Land/Lease revenue accounted for
as a reduction of recorded
carrying amount -0- 420,000 483,525
Book income in excess of tax loss
on sale of property -0- -0- (4,745,037)
Cancellation of debt recognized as
income for tax purposes, net of
interest expense adjustment -0- -0- 319,663
Loan fee amortization and interest
expense adjustment (49,365) 49,204 -0-
Unearned rent and non refundable
deposits recognized as income for
tax purposes when received (15,046) 8,627 (1,322)
--------- --------- ---------
Net taxable loss $ 183,107 $ (321,904)$ (661,018)
--------- --------- ---------
--------- --------- ---------
The book and tax bases of partners' equity differ by the cumulative effect
of the book to tax income adjustments.

22<PAGE>
<PAGE>
Allocations and Distributions

Pursuant to the Partnership Agreement, operating income, losses and cash
distributions are generally allocated 98% to the Unitholders and 2% to the
General Partners. Taxable income and losses are allocated in the same
manner. Cash distributions resulting from sales or refinancings of the
Properties are generally allocable as follows: First, 98% to the limited
partners and 2% to the General Partners until (i) the aggregate of all such
distributions equals the limited partners' aggregate capital contributions
and (ii) the aggregate of all other cash distributions (including operating
cash distributions, but excluding distributions in repayment of capital
contributions) equals the limited partners' 10% per annum cumulative
noncompounded return on their adjusted capital contributions (the "First
Level Sale or Refinance Distributions"). Thereafter, cash distributions
resulting from a sale or refinancing are generally allocable 85% to the
Unitholders and 15% to the General Partners (the "Second Level Sale or
Refinance Distributions").

The Special Interests entitle the holders to receive First Level Sale or
Refinance Distributions (and corresponding allocations of income on sales),
but no allocations of operating income, losses or cash distributions and no
allocations of Second Level Sale or Refinance Distributions.

Cash distributions to the partners are recorded in the periods to which
they relate for financial reporting purposes. The Partnership paid fourth
quarter cash distributions of $412,373 in February 1997 and 1996. These
distributions were accrued at December 31, 1996 and 1995.

Revenue Recognition

Rental income is accrued as rents are due.

Fair Value of Financial Instruments

SFAS 107, "Disclosures about Fair Value of Financial instruments," requires
the determination of fair value for certain of the Partnership's assets and
liabilities. The following methods and assumptions were used to estimate
the fair value of those financial instruments included in the following
categories:

23<PAGE>
<PAGE>
Cash and Cash Equivalents - The carrying amount approximates fair value
based on the liquidity of the assets.

Mortgage Loans Payable (see Note C) - The carrying value approximates fair
value based on interest rates available to the Partnership on debt
instruments with similar terms.

NOTE B - PROPERTY

Property is comprised of the following at December 31, 1996 and 1995:

1996 1995

Apartment buildings $ 77,245,362 $ 77,245,362
Equipment 4,937,209 4,937,209
Land 17,147,732 17,147,732
Land held for lease 2,479,098 2,479,098
----------- -----------
101,809,401 101,809,401
Less: Accumulated depreciation (30,800,368) (27,968,156)
----------- -----------
$ 71,009,033 $ 73,841,245
----------- -----------
----------- -----------

The Partnership leases apartments under lease agreements with terms ranging
from one to twelve months. The ground leases for the Land/Leases are
described in Note E.

The Partnership recorded provisions for loss on impairment of assets in
1992 and 1991 to reduce the carrying amount of the three Land/Leases
located in the Dallas-Fort Worth Metropolitan area to an amount estimated
to be recoverable through cash flows from their future operation and
proceeds from disposition on an undiscounted basis. Additionally, in 1993,
1994 and 1995, the Partnership accounted for the rentals from those
Land/Leases ($2,936,775 of which $1,620,851 relates to the one Dallas-Fort
Worth Land/Lease unsold at December 31, 1996) as a reduction of their
recorded carrying amounts rather than as revenue. Based on current market
conditions, further reductions in the carrying value of the Land/Lease were
not required in 1996, and the Partnership is currently recording rental
receipts as revenue.

24<PAGE>
<PAGE>
In February 1994, the Partnership and the lessees of the Randol Mill and
Valley Creek Land/Leases sold the apartment projects to an unaffiliated
third party for $18,000,000. The transaction resulted in gross sale
proceeds of $17,717,965 after payment of selling costs and closing expenses
of $282,035. The aggregate principal amount of the projects' mortgage
loans was $21,600,000 at the time of the sale. An affiliate of the Spanos
General Partner purchased the loans from the lender in 1993 for $16,700,000
and extended to the Partnership the economic benefit of the discounted
purchase by accepting $16,700,000 of the sale proceeds in full satisfaction
of the mortgages. As a result, the Partnership received $1,017,965 from
the sale of the Land/Leases. The Partnership purchased Randol Mill in 1987
and Valley Creek in 1988 for a total of $5,775,000. No loss was recognized
as a result of the sales because the Partnership has previously recorded
provisions for impairment of assets in 1991 and 1992.

In July 1994, the Partnership sold the Prairie Hill Apartments to an
unaffiliated third party for $11,286,580. The sale resulted in net
proceeds of $5,394,497 after $85,281 of closing costs and $5,806,802 to pay
off the outstanding balance of the mortgage loan. The Partnership
purchased the property in 1987 for $10,015,000, of which $3,806,000 was
paid in cash. The gain of $3,874,238 was recognized on the full accrual
method in 1994.

NOTE C - MORTGAGE LOANS PAYABLE

The mortgage loans payable are collateralized by first deeds of trust on
the respective Properties and security interests in the equipment contained
therein. Detailed information regarding the mortgage loans is set forth
below.

25<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Final Monthly Principal Estimated
Property Pledged Obligation Obligation Interest Maturity Payment Due During Balloon
as Collateral at 12/31/96 at 12/31/95 Rate Date Terms 1997 Payment
---------- ---------- -------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Le Parc Apartments
Marietta, Georgia 7,494,808 7,669,581 7.25% 06/01/16 61,190 187,865 N/A

Casa de Fuentes Apartments
Overland Park, Kansas 7,160,608 7,262,608 8.16% 11/01/97 58,886 7,160,608 7,076,000

MacArthur Park Apartments
Irving, Texas 6,481,910 6,592,475 8.00% 02/01/01 47,144 67,725 5,942,000

Cypress Pointe Apartments
Louisville, Kentucky 11,171,607 11,264,637 10.02% 05/31/99 101,480 100,962 10,917,000

Comanche Place Apartments
Overland Park, Kansas 7,791,262 7,902,262 8.16% 11/01/97 64,133 7,791,262 7,698,000

Chelsea Park Apartments
Norcross, Georgia 9,900,202 10,102,585 7.33% 06/01/17 78,041 217,733 N/A

Mission Trails Apartments
San Diego, California 8,896,870 8,970,632 8.13% 03/01/00 72,651 123,756 8,443,000
----------- ----------- -------- -----------
58,897,267 59,764,780 483,525 15,649,911
----------- ----------- -------- -----------
----------- ----------- -------- -----------
</TABLE>

Interest paid in 1996, 1995 and 1994 was $4,949,189, $4,763,747 and
$5,057,572 respectively.

26<PAGE>
<PAGE>
In February 1994, the Partnership completed a restructuring of the
MacArthur Park mortgage loan pursuant to which the lender wrote down
$359,081 of the outstanding principal in exchange for a $598,085 principal
payment by the Partnership. No gain or loss was recognized on the
restructuring; the discount is accounted for as a reduction of interest
expense over the new loan term.

In December 1995, the Partnership and the lender entered into an agreement
to extend the maturity date of the Casa de Fuentes and Comanche Place
mortgage loans through November 1, 1997. Pursuant to the extension
agreement, the loans bear interest at the lender's prime interest rate
or, at the option of the Partnership, a rate 2.5% above the London
Interbank Offered Rate (LIBOR) based upon 3, 6, 9, or 12 month fixings.
In August 1996, the Partnership elected to fix the rate on the loans for
six months at 8.16%. The loans require monthly payments of interest plus
fixed principal reductions of $8,500 per month for Casa de Fuentes and
$9,250 for Comanche Place. The Partnership paid the lender loan fees and
other costs totalling $98,730 in connection with the extensions. The
Partnership has an option to extend the loans for an additional two years
under the same terms.

In March 1996, the Partnership refinanced the Mission Trails mortgage loan
with the proceeds of a new $9,000,000 first mortgage loan. The new loan
bears interest at 0.5% above the lender's prime interest rate or, at the
option of the Partnership, a rate 2.5% above the London Interbank Offered
Rate (LIBOR) based upon 3, 6, 9, or 12 month fixings. In April and
October 1996, the Partnership elected to fix the rate on the loan for six
months at 8.13%. The loan requires monthly payments of interest plus
fixed monthly principal reductions ranging from $10,313 to $12,978. The
Partnership paid the lender loan fees and other costs totalling $60,480.

Aggregate maturities of mortgage loans payable for each of the five years
ending December 31, 2001 and thereafter are as follows:

1997 $15,649,911
1998 744,842
1999 11,631,357
2000 9,116,079
2001 6,717,869
Thereafter 15,037,209
----------
$58,897,267
----------
----------
27<PAGE>
<PAGE>
NOTE D - RELATED PARTY TRANSACTIONS

The Partnership acquired the Properties from affiliates of the Spanos
General Partner (the "Sellers"). Under the terms of the acquisitions, the
Sellers guaranteed that if the Apartment Projects as a group did not meet
certain annual net cash flow levels between their acquisition dates and
December 31, 1990, then the Sellers would make up any deficiency by
periodic cash payments ("Support Payments") to the Partnership. The first
$7,623,000 of Support Payments were non-refundable, and the Partnership
accounted for them as a reduction of the purchase price of the Apartment
Projects. The Partnership issued Special Interests in exchange for
Support Payments in excess of that amount; however, the Special Interests
were cancelable by the Partnership to the extent that the aggregate net
cash flow from any of the Apartment Projects (treated individually and not
collectively) was negative during the guaranty period. The cancellations
were also accounted for as a reduction of the purchase price of the
Apartment Projects.

Support Payments of $10,978,307 accrued to the Partnership based upon the
operating results of the Apartment Projects from inception of the
Partnership through the conclusion of the guaranty on December 31, 1990.
The Partnership issued 3,355 Special Interests to a Seller in exchange for
$3,355,307 of Support Payments in excess of the $7,623,000 non-refundable
amount. Two properties had aggregate negative net cash flow totalling
$1,158,870; accordingly, the Partnership canceled 1,159 Special Interests.

Affiliates of the Spanos General Partner are the lessees under the
Land/Leases. Rentals accrued under the leases from such affiliates were
$660,000, $612,498 and $723,525, respectively, in 1996, 1995 and 1994, of
which $163,476 was receivable at December 31, 1996. The apartment
complexes owned by the lessees and the land owned by the Partnership on
which the apartment complexes are constructed have been pledged as
collateral for the borrowings used to finance the development of the
Properties.

An affiliate of the Spanos General Partner manages the Apartment Projects.
Property management fees totalled $457,754, $438,068 and $455,015,
respectively, in 1996, 1995 and 1994. Under the management agreements,
the affiliate employs property managers and other on-site personnel, and
the Partnership bears the expense for their compensation (including
employment taxes and fringe benefits). That expense was approximately
$1,346,000, $1,324,000 and $1,369,000, respectively in 1996, 1995 and
1994. Accruals of $37,132 and $38,771 for property management fees and
$118,148 and $121,310 for salary expense reimbursements were outstanding
at December 31, 1996 and 1995, respectively.

28<PAGE>
<PAGE>
Under the Partnership Agreement, the Spanos General Partner is entitled to
a supervisory management fee and the Bache General Partner is entitled to
a special distribution. The fee and distribution are each equal to two
percent of the revenues from the Apartment Projects. The special
distribution is reduced to the extent of reimbursements to the Bache
General Partner for certain expenses incurred in the administration of the
Partnership. Amounts accrued during the past three years were as follows.

1996 1995 1994

Supervisory management fee $306,157 $291,972 $303,800
Special distribution 259,299 245,114 256,942
Administrative expense reimbursements 46,858 46,858 46,858
------- ------- -------
$612,314 $583,944 $607,600
------- ------- -------
------- ------- -------
Accruals of $152,782 and $148,558 for management fees payable to the
General Partners were outstanding at December 31, 1996 and 1995,
respectively.

Under the Partnership Agreement, the General Partners are entitled to
subordinated real estate commissions equal to the lesser of 3% of the
sales price of the Properties or one-half of the normal and competitive
rate customarily charged by unaffiliated parties. The subordinated real
estate commissions are not payable until the limited partners have
received aggregate distributions of sales and refinancing proceeds equal
to the limited partners' aggregate capital contributions and aggregate
distributions from all other sources except distributions in repayment of
capital contributions equal to the limited partners' 6% per annum
cumulative noncompounded return on their adjusted capital contributions.
No provision for subordinated real estate commissions have been made
because this distribution threshold has not been achieved.

The General Partners' capital account deficit for financial accounting
purposes exceeds the amount the General Partners would be obligated to
restore if the Partnership were to dissolve.

Prudential Securities Incorporated ("PSI"), an affiliate of the Bache
General Partner, owned 1,920 Units at December 31, 1996.

29<PAGE>
<PAGE>
NOTE E - LAND/LEASES

The Land/Leases are leased to affiliates of the Spanos General Partner
(see Notes B and D). Under the leases either the Partnership, as owner of
the land, or the lessees, as the owners of the buildings, have the power
to sell the entire project to any third party purchaser. As a result, the
Partnership may be required to dispose of the Land/Leases at a time and on
terms which it might not otherwise have approved. The leases provide that
upon the sale of the project, the proceeds, if any, remaining after
payment of the related mortgage indebtedness will be allocated first to
the Partnership to the extent of its purchase price for the land, then to
the lessee to the extent of its specified "tenant's equity," and then
42.5% to the Partnership and 57.5% to the lessee.

NOTE F - CONTINGENCIES

On or about October 18, 1993 a putative class action, captioned Kinnes et
al. v. Prudential Securities Group Inc. et al. (93 Civ. 654) was filed in
the United States District Court for the District of Arizona, purportedly
on behalf of investors in the Partnership against the Partnership, the
Bache General Partner, PSI and a number of other defendants. On or about
November 16, 1993, a putative class action captioned Connelly et al. v.
Prudential-Bache Securities Inc. et al. (93 Civ. 713) was filed in the
United States District Court for the District of Arizona, purportedly on
behalf of investors in the Partnership against the Partnership, the Bache
General Partner, PSI and a number of other defendants. On or about
November 9, 1993, a putative class action entitled Bottner v. A.G. Spanos
Residential Partners-86 et al. (93 Civ. 7708) was filed in the United
States District Court for the Southern District of New York, purportedly
on behalf of investors in the Partnership against the General Partners,
PSI, Prudential Insurance Company of America and certain of their
affiliates and officers.

On or about May 11, 1994 a policyholder derivative action and putative
class action, captioned Romano et al. v. The Prudential Insurance Company
of America et al., was filed in the United States District Court for the
Southern District of New York, purportedly on behalf of policyholders of
The Prudential Insurance Company of America ("The Prudential") against The
Prudential and PSI as nominal defendants and against certain officers of
The Prudential and its affiliates, including the present and former chief
executive officers of PSI, and present and former members of The
Prudential's board of directors, the Spanos General Partner and certain of

30<PAGE>
<PAGE>
its affiliates as defendants. In substance the suit alleged that the
wrongful acts of the defendants (essentially the same conspiracy regarding
the sales of limited partnership interests alleged in the consolidated
complaint discussed below) have resulted in substantial losses to PSI as a
consequence of fines and litigation settlements. Because PSI is a wholly
owned subsidiary of The Prudential, its losses allegedly diminished the
value of plaintiffs' interests in The Prudential as policyholders. The
complaint contains counts based upon RICO, intentional and negligent
misrepresentation, and unjust enrichment. Plaintiffs sought unspecified
compensatory, general, consequential, incidental and punitive damages as
well as interest, costs and attorneys' fees. A motion to dismiss the case
was filed January 20, 1995 on behalf of The Prudential and the outside
directors. On October 2, 1996, The Prudential and PSI entered into a
stipulation of settlement with legal counsel representing plaintiffs. By
order dated October 16, 1996 the court certified a settlement class,
preliminarily approved the class and derivative action settlement
agreement and notice, scheduled a hearing on the fairness and adequacy of
the settlement and on the application for awards of attorneys' fees and
disbursements. Following a hearing on December 4, 1996 the court approved
the settlement as being fair, reasonable and adequate and by order dated
December 18, 1996, dismissed the case with prejudice as to all the
settling defendants.

On or about February 13, 1995 an individual action, captioned Estate of
Jean Adams v. Prudential Securities, Inc. et al. (Case No. 1995 CV 00265)
was filed in the Court of Common Pleas in Stark County, Ohio against PSI,
The Prudential, the General Partners, the Partnership and affiliates of
the Spanos General Partner. The action was removed to the United States
District Court for the Northern District of Ohio (Eastern Division) on
March 15, 1995. Plaintiff alleged misrepresentations, breach of fiduciary
duties and civil conspiracy by defendants in connection with the sale of
units of the Partnership. Plaintiff sought unspecified damages, including
punitive damages.

By order of the Judicial Panel on Multidistrict Litigation dated April 14,
1994, the Kinnes and Bottner cases, by order dated June 8, 1994, the
Connelly case, by order dated June 27, 1994, the Romano case, and by order
dated April 7, 1995, the Adams case, were transferred to a single judge of
the United States District Court for the Southern District of New York
and, except for Romano, consolidated for pretrial proceedings under the
caption In re Prudential Securities Incorporated Limited Partnerships
Litigation (MDL Docket 1005). The Romano case was coordinated for pretrial

31<PAGE>
<PAGE>
discovery purposes. On June 8, 1994, plaintiffs in the transferred cases
filed a complaint that consolidated the previously filed complaints and
named as defendants, among others, PSI, certain of its present and former
employees and the General Partners. The Partnership is not named a
defendant in the consolidated complaint, but the name of the Partnership
is listed as being among the limited partnerships at issue in the case.
The consolidated complaint alleges violations of the federal and New
Jersey Racketeer Influenced and Corrupt Organizations Act ("RICO")
statutes, fraud, negligent misrepresentation, breach of fiduciary duties,
breach of third- party beneficiary contracts and breach of implied
covenants in connection with the marketing and sales of limited
partnership interests. Plaintiffs request relief in the nature of
rescission of the purchase of securities and recovery of all consideration
and expenses in connection therewith, as well as compensation for lost use
of money invested less cash distributions; compensatory damages;
consequential damages; treble damages for defendants' RICO violations
(both federal and New Jersey); general damages for all injuries resulting
from negligence, fraud, breaches of contract, and breaches of duty in an
amount to be determined at trial; disgorgement and restitution of all
earnings, profits, benefits, and compensation received by defendants as a
result of their unlawful acts; and costs and disbursements of the action.
On November 28, 1994 the transferee court deemed each of the complaints in
the constituent actions (including Kinnes and Bottner) amended to conform
to the allegations of the consolidated complaint. On August 9, 1995 the
Bache General Partner, PSI and other Prudential defendants entered into a
Stipulation and Agreement of Partial Compromise and Settlement with legal
counsel representing plaintiffs in the consolidated actions. The court
preliminarily approved the settlement agreement by order dated August 29,
1995 and, following a hearing held November 17, 1995, found that the
agreement was fair, reasonable, adequate and in the best interests of the
plaintiff class. The court gave final approval to the settlement,
certified a class of purchasers of specific limited partnerships,
including the Partnership, released all settled claims by members of the
class against the PSI settling defendants and permanently barred and
enjoined class members from instituting, commencing or prosecuting any
settled claim against the released parties. The full amount due under the
settlement agreement has been paid. The consolidated action remains
pending against the Spanos General Partner and certain of its affiliates.
Although the order approving the partial settlement agreement dismissed
the consolidated complaint on the merits and with prejudice as against the
PSI settling defendants, it expressly continued the action against all

32<PAGE>
<PAGE>
nonsettling defendants, including the Spanos General Partner, and
preserved all claims against them. The Partnership is not named a
defendant in the consolidated complaint and the action is not expected to
have a material effect on the Partnership's financial condition;
accordingly, no provision for any loss that may result upon resolution of
this matter has been made in the accompanying financial statements.

On or about April 15, 1994 a multiparty petition entitled Schreiber, et
al. v. Prudential Securities, Inc., et al. (Cause No. 94-17696) was filed
in the 189th Judicial District Court of Harris County, Texas, purportedly
on behalf of investors in the Partnership against the Partnership, the
General Partners, PSI, The Prudential Insurance Company of America and a
number of other defendants. The Petition alleges common law fraud, fraud
in the inducement and negligent misrepresentation in connection with the
offering of limited partnership interests and negligence, breach of
fiduciary duty, civil conspiracy, and violations of the federal Securities
Act of 1933 (sections 11 and 12) and of the Texas Securities and Deceptive
Trade Practices statutes. The suit seeks, among other things,
compensatory and punitive damages, costs and attorney's fees. The
ultimate outcome of this action as well as the impact on the Partnership
cannot presently be determined. Accordingly, no provision for any loss
that may result upon resolution of this matter has been made in the
accompanying financial statements. The General Partners, PSI and the
Partnership, where applicable, believe they have meritorious defenses to
this complaint and intend to vigorously defend themselves in this action.

The General Partners are presently conducting negotiations regarding a
potential auction sale of the Properties in connection with the potential
settlement of certain of the litigation described above. There is no
assurance that these negotiations will result in an agreement to sell the
Properties.

33<PAGE>
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.

34
<PAGE>
<PAGE>
PART III

Item 10. Directors and Executive Officers of the Registrant

The Partnership does not have directors or executive officers. The
Partnership is managed by the General Partners, which have formed, and may
continue to form, other real estate investment entities with investment
policies similar to those of the Partnership and which may compete with
the Partnership for management services. The Spanos General Partner is a
California limited partnership whose general partners are AGS Financial
Corporation and A.G. Spanos Realty, Inc. AGS Financial Corporation is the
managing general partner of the Spanos General Partner. The directors and
executive officers of AGS Financial Corporation and of the Bache General
Partner who perform services for the Partnership are listed below,
together with a brief description of their experience. All have
indefinite terms.

AGS Financial Corporation is owned by Dean A. Spanos, Michael A. Spanos,
Barry L. Ruhl, Dea Economou and a Spanos family trust. Dean A. Spanos,
Michael A. Spanos and Dea Economou are children of Alex G. Spanos,
Chairman of the Board of AGS Financial Corporation. Barry L. Ruhl is a
son-in-law of Alex G. Spanos. There are no other family relationships
among the directors and executive officers of AGS Financial Corporation or
the Bache General Partner.

The General Partners and their directors and executive officers, and any
persons holding more than ten percent of the Partnership's Units are
required to report their initial ownership of such units and any
subsequent changes in that ownership to the Securities and Exchange
Commission on Forms 3, 4 and 5. Such executive officers, directors and
greater than ten percent Unitholders are required by Securities and
Exchange Commission regulations to furnish the Partnership with copies of
all Forms 3, 4 and 5 they file. All of these filing requirements were
satisfied on a timely basis. In making the disclosures, the Partnership
has relied solely on written representations of the General Partners'
directors and executive officers and greater than ten percent Unitholders
or copies of the reports that they have filed with the Securities and
Exchange Commission during and with respect to its most recent fiscal
year.

35<PAGE>
<PAGE>
AGS FINANCIAL CORPORATION
Name Position

Alex G. Spanos Chairman of the Board

Dean A. Spanos Vice Chairman and Director

Barry L. Ruhl Director

Michael A. Spanos Director

Arthur J. Cole President and Director

Jeremiah T. Murphy Executive Vice President and
Chief Financial Officer

ALEX G. SPANOS, age 73 has been Chairman of the Board of AGS Financial
Corporation since its founding in 1981. In addition, he serves as
Chairman of the Board or President of each of the other Spanos companies
and owns a controlling interest in the San Diego Chargers, a professional
football team. Mr. Spanos founded the combined Spanos organizations in
the early 1960's and has been the driving force behind the development of
approximately 60,000 apartments and over 3 million square feet of office
space. Mr. Spanos maintains close contact with the key executives of each
of his companies and lends his judgment and experience to all major land
acquisitions, development and property financing decisions, and the
investment activities of AGS Financial Corporation. Mr. Spanos attended
the University of the Pacific.

DEAN A. SPANOS, age 46, has been Vice Chairman and a Director of AGS
Financial Corporation since its founding in 1981. He is the chief
operating officer of the property development and management companies
within the Spanos organization, responsible for land acquisitions,
financing construction and property sales. Mr. Spanos holds a bachelor's
degree in business administration from the University of the Pacific.

MICHAEL A. SPANOS, age 37, has served as a Director of AGS Financial
Corporation since its founding in 1981. He is Executive Vice President of
A.G. Spanos Construction, Inc. He holds a bachelor's degree from the
University of the Pacific.

36<PAGE>
<PAGE>
BARRY L. RUHL, age 45, has been a Director of AGS Financial Corporation
since its founding in 1981. He is Executive Vice President of A.G. Spanos
Construction, Inc. He holds a D.D.S. from the University of the Pacific
Dental School.

ARTHUR J. COLE, age 42, has served as President of AGS Financial
Corporation since August 1990 and as a director since 1986. He joined AGS
Financial Corporation in 1983. He holds a bachelor's degree from Golden
Gate University.

JEREMIAH T. MURPHY, age 52, has served as an Executive Vice President of
AGS Financial Corporation and is the Chief Financial Officer for all the
A.G. Spanos Companies. He has been employed by the Spanos companies since
1983. Prior to joining the Spanos companies he was a partner with the
accounting firm, Bowman & Company, which he joined in 1970. Mr. Murphy is
a Certified Public Accountant and a graduate of Bernard Baruch College.

PRUDENTIAL-BACHE PROPERTIES, INC.

Name Position

Thomas F. Lynch, III President, Chief Executive
Officer, Director and Chairman
of the Board of Directors

Barbara J. Brooks Vice President - Finance and
Chief Financial Officer

Eugene D. Burak Vice President

Chester A. Piskorowski Senior Vice President

Frank W. Giordano Director

Nathalie P. Maio Director

THOMAS F. LYNCH, III, age 38, is the President, Chief Executive Officer,
Chairman of the Board of Directors and a Director of the Bache General
Partner. He is a Senior Vice President of Prudential Securities
Incorporated ("PSI"), an affiliate of the Bache General Partner. Mr. Lynch
also serves in various capacities for other affiliated companies. Mr.
Lynch joined PSI in November 1989.

37<PAGE>
<PAGE>
BARBARA J. BROOKS, age 48, is the Vice President-Finance and Chief
Financial Officer of the Bache General Partner. She is a Senior Vice
President of PSI. Ms. Brooks also serves in various capacities for other
affiliated companies. She has held several positions within PSI since
1983. Ms. Brooks is a certified public accountant.

EUGENE D. BURAK, age 51, is a Vice President of the Bache General Partner.
He is a First Vice President of PSI. Prior to joining PSI in September
1995, he was a management consultant for three years and was with
Equitable Capital Management Corporation from March 1990 to May 1992. Mr.
Burak is a certified public accountant.

CHESTER A. PISKOROWSKI, age 53, is a Senior Vice President of the Bache
General Partner. He is a Senior Vice President of PSI and is the Senior
Manager of the Specialty Finance Asset Management area. Mr. Piskorowski
has held several positions within PSI since April 1972. Mr. Piskorowski is
a member of the New York and Federal Bars.

FRANK W. GIORDANO, age 54, is a Director of the Bache General Partner. He
is a Senior Vice President of PSI and Executive Vice President and General
Counsel of Prudential Mutual Fund Management, LLC, an affiliate of PSI.
Mr. Giordano also serves in various capacities for other affiliated
companies. He has been with PSI since July 1967.

NATHALIE P. MAIO, age 46, is a Director of the Bache General Partner. She
is a Senior Vice President and Deputy General Counsel of PSI and
supervises non-litigation legal work for PSI. She joined PSI's Law
Department in 1983; presently, she also serves in various capacities for
other affiliated companies.

Item 11. Executive Compensation

The Partnership is not required to and did not pay remuneration to the
officers and directors of the General Partners. Certain officers and
directors of the General Partners receive compensation from the General
Partners and/or their affiliates (but not from the Partnership) for
services performed for various affiliated entities, which may include
services performed for the Partnership; however, the General Partners
believe that any compensation attributable to services performed for the
Partnership is immaterial. See Item 13 "Certain Relationships and Related
Transactions" for a discussion of compensation and fees to which the
General Partners and their affiliates are entitled.

38<PAGE>
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management

No Unitholder is known by the Partnership to own beneficially more than 5%
of the outstanding Units. The percentage of outstanding Units held by all
directors and officers of the General Partners is less than 1%.

The Partnership has issued 7,749.5 Special Interests to affiliates of the
Spanos General Partner at March 3, 1997, all of which Interests are
beneficially owned by members of the Spanos family, certain of whom are
directors and officers of the general partners of the Spanos General
Partner.

As of March 3, 1997, the individual directors and the directors and
officers, as a group, of AGS Financial Corporation and A.G. Spanos Realty,
Inc., the general partners of the Spanos General Partner, beneficially
owned shares of the common stock of AGS Financial Corporation and A.G.
Spanos Realty, Inc. as follows:

AGS Financial A.G. Spanos
Corporation Realty, Inc.
Name Shares % of Class Shares % of Class

Alex G. Spanos -0- -0- 20 100%
Dean A. Spanos 1,000 10%
Barry L. Ruhl 1,000 10%
Michael A. Spanos 1,000 10%
All directors and officers
as a group (8 persons) 9,000(1) 90% 20 100%

(1) These amounts include shares beneficially owned by virtue of certain
beneficial interests in a Spanos family trust which owns 6,000 shares
(60%) of the shares of AGS Financial Corporation.

Item 13. Certain Relationships and Related Transactions

The General Partners and their affiliates are permitted to engage in
transactions with the Partnership as described in the Partnership
Agreement. Specific information regarding these transactions is set forth
below.

Certain affiliates of the Spanos General Partner are the lessees under the
ground leases for the Partnership's Land/Lease properties. Set forth
below is information regarding the ground leases.

39<PAGE>
<PAGE>
Annual
Property Lessee Termination Date(1) Rent (2)(3)

Cameron Creek A.G. Spanos
Construction, Inc. 10/01/2012 $420,000

Del Rio A.G. Spanos
Construction, Inc. 12/21/2012 $240,000

(1) Under the ground lease, the lessor and lessee each have the power to
sell the land and improvements without the consent of the other party.
Such a sale would terminate the lease before the nominal termination date.

(2) In addition to the base rental income, the Partnership is entitled to
proceeds upon the sale or refinancing of the Land/Leases and improvements.

(3) Of the total annual rent, $163,476 was receivable at December 31,
1996.

The General Partners and certain affiliates thereof have, during the
Partnership's year ended December 31, 1996 earned or received compensation
or payments for services from the Partnership as set forth below. In
addition, under the Partnership Agreement, the General Partners are
entitled to subordinated real estate commissions equal to the lesser of 3%
of the sales price of the Properties or one-half of the normal and
competitive rate customarily charged by unaffiliated parties. The
subordinated real estate commissions are not payable until the limited
partners have received certain priority distributions. See note D to the
financial statements.

Capacity in Form of Cash
Recipient Which Served Compensation Compensation

Spanos General General Partner Supervisory $306,157
Partner Management Fee(1)

Bache General General Partner Special 259,299
Partner Distribution(2)

A.G. Spanos Property Manager Property 457,754
Management Inc. Management Fees(3)

General Partners General Partners Cash from Operations(4) 32,992

Bache General General Partner Expense 46,858
Partner Reimbursements

40<PAGE>
<PAGE>
(1) Supervisory Property Management Fee for supervising the management of
the Properties equal to 2% of gross receipts from the Apartment Projects.

(2) Special Distribution for services in managing and administering the
Partnership equal to 2% of gross receipts from the Apartment Projects,
reduced to the extent of reimbursements, if any, for certain expenses
incurred in the administration of the Partnership.

(3) Property Management Fees for property management services equal to 3%
of gross receipts from the Apartment Projects.

(4) Cash from Operations equal to 2% of Adjusted Cash from Operations
remaining after payment of the Special Distribution.

41<PAGE>
<PAGE>
PART IV

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

(a)(1) Financial Statements:

See Index to Financial Statements and Schedule on page 14.

(2)Financial Statement Schedule:

III.Real Estate and Accumulated Depreciation, page __.

All other schedules have been omitted because they are
inapplicable or not required, or the information is included in
the financial statements or notes thereto.

Exhibits

4(a) Certificate of Limited Partnership of Registrant as filed
with the Secretary of State of Delaware, incorporated by
reference to Exhibit 4(a) to Amendment No. 1 to
Registration Statement on Form S-11, File No. 33-9139,
filed with the Securities and Exchange Commission on
January 28, 1987.

4(b) Amendment to Certificate of Limited Partnership of
Registrant as filed with the Secretary of State of
Delaware, incorporated by reference to Exhibit 4(b) to
Amendment No. 2 to Registration Statement on Form S-11,
File No. 33-9139, filed with the Securities and Exchange
Commission on February 20, 1987.

4(c) Amended and Restated Agreement of Limited Partnership of
Registrant, incorporated by reference to Exhibit 4(c) to
Amendment No. 2 to Registration Statement on Form S-11,
File No. 33-9139, filed with the Securities and Exchange
Commission on February 20, 1987.

4(d) Amendments No. 1 through 6 dated June 3, July 2, August 3
and 20, September 10 and October 2, 1987, respectively, to
the Amended and Restated Agreement of Limited Partnership
of Registrant, incorporated by reference to Exhibit 4(d)
to Post-Effective Amendment No. 1 to Registration
Statement on Form S-11, File No. 33-9139, filed with the
Securities and Exchange Commission on November 12, 1987.

42<PAGE>
<PAGE>
4(e) Amendments No. 7 through 13 dated December 4 and 18, 1987
and February 1, March 8 and 25, April 27 and August 12,
1988, respectively, to the Amended and Restated Agreement
of Limited Partnership of Registrant, incorporated by
reference to Exhibit 4(e) of the Annual Report on Form
10-K dated December 31, 1988, File No. 33-9139.

27 Financial Data Schedule (filed herewith)

(b) Reports on Form 8-K:

There were no reports on Form 8-K filed during the last quarter
of the period covered by this Report.

43<PAGE>
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I (Registrant)

By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner

By: /s/Thomas F. Lynch, III Date: March 31, 1997
---------------------------------------
Thomas F. Lynch, III
Chairman of the Board of Directors and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following person on behalf of the
Registrant in the capacities (with respect to the General Partners) and on
the dates indicated.

By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner

By: /s/Thomas F. Lynch, III Date: March 31, 1997
---------------------------------------
Thomas F. Lynch, III
Chairman of the Board of Directors and Director
(Principal Executive Officer)

By: /s/Barbara J. Brooks Date: March 31, 1997
---------------------------------------
Barbara J. Brooks
Vice President-Finance and Chief Financial Officer
(Principal Financial Officer)

By: /s/Nathalie P. Maio Date: March 31, 1997
---------------------------------------
Nathalie P. Maio
Director

44
<PAGE>
<PAGE>
SIGNATURES

PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I (Registrant)

By: A.G. Spanos Residential Partners-86, A California Limited
Partnership
General Partner

By: AGS Financial Corporation, a general partner

By: /s/Arthur J. Cole Date: March 31, 1997
-------------------------------
Arthur J. Cole
President
(Principal Accounting Officer)

By: A.G. Spanos Realty, Inc., a general partner

By: /s/Arthur J. Cole Date: March 31, 1997
-------------------------------
Arthur J. Cole
Vice President

RESIDENTIAL PORTFOLIO DEPOSITORY CORP. (Registrant as to the issuance of
Depository Receipts with respect to the Assigned Limited Partnership
Interests)

By: /s/Arthur J. Cole Date: March 31, 1997
-------------------------------
Arthur J. Cole
Vice President

45
<PAGE>
<PAGE> SIGNATURES

By: A.G. Spanos Residential Partners-86, A California Limited Partnership
General Partner

By: AGS Financial Corporation, a general partner

By: /s/Alex G. Spanos Date: March 31, 1997
----------------------------------
Alex G. Spanos
Chairman of the Board of Directors

By: /s/Dean A. Spanos Date: March 31, 1997
----------------------------------
Dean A. Spanos
Vice Chairman and Director

By: /s/Michael A. Spanos Date: March 31, 1997
----------------------------------
Michael A. Spanos
Director

By: /s/Barry L. Ruhl Date: March 31, 1997
----------------------------------
Barry L. Ruhl
Director

By: /s/Arthur J. Cole Date: March 31, 1997
----------------------------------
Arthur J. Cole
President and Director
(Principal Executive Officer)

By: /s/Jeremiah T. Murphy Date: March 31, 1997
----------------------------------
Jeremiah T. Murphy
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

46
<PAGE>
<PAGE>
SIGNATURES

By: A.G. Spanos Realty, Inc., a general partner

By: /s/Alex G. Spanos Date: March 31, 1997
----------------------------------
Alex G. Spanos
President and Director (Principal Executive Officer)

By: /s/Dean A. Spanos Date: March 31, 1997
----------------------------------
Dean A. Spanos
Executive Vice President and Director

By: /s/Michael A. Spanos Date: March 31, 1997
----------------------------------
Michael A. Spanos
Executive Vice President and Director

By: /s/Barry L. Ruhl Date: March 31, 1997
----------------------------------
Barry L. Ruhl
Executive Vice President and Director

By: /s/Jeremiah T. Murphy Date: March 31, 1997
----------------------------------
Jeremiah T. Murphy
Vice President (Principal Financial and Accounting Officer)

Residential Portfolio Depository Corp.

By: /s/Alex G. Spanos Date: March 31, 1997
----------------------------------
Alex G. Spanos
Director, President and Chief Financial Officer
(Principal Executive, Financial and Accounting Officer)

By: /s/Dean A. Spanos Date: March 31, 1997
----------------------------------
Dean A. Spanos
Director

By: /s/Jeremiah T. Murphy Date: March 31, 1997
----------------------------------
Jeremiah T. Murphy
Director

47<PAGE>
<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A LIMITED PARTNERSHIP)

SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1996
<TABLE>
<CAPTION>

Column A Column B Column C Column D Column E Column F Column G

Costs Capitalized Gross Amount at which Carried at
Initial Cost to Subsequent to Close of Period
Partnership Acquisition Notes 2, 3 and 5
Accumulated
Bldgs & Carrying Buildings & Total Depr. Date of Date
Description (Note 1) Land Equip Imps Cost Land Equipment Note 2 (Note 4) Construction Acquired
- ------------------- ---- ------ ----- ---- ---- --------- ------ ------ ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Apartment Projects:
Le Parc 1,865,589 12,069,597 -0- -0- 1,290,008 9,907,346 11,197,354 4,040,052 1986 06/03/87
Marietta, GA

Casa de Fuentes 2,320,250 11,016,653 -0- -0- 2,120,968 10,343,379 12,464,347 4,098,207 1986 07/02/87
Overland Park, KS

MacArthur Park 2,945,824 9,482,602 -0- -0- 2,249,379 9,375,318 11,624,697 3,395,362 1985 10/01/87
Irving, TX

Cypress Pointe 3,351,303 15,552,843 -0- -0- 2,315,883 15,351,195 17,667,078 5,916,896 1986 10/01/87
Louisville, KY

Comanche Place 2,298,429 12,558,324 -0- -0- 1,509,771 12,368,550 13,878,321 4,607,164 1987 12/04/87
Overland Park, KS

Chelsea Park 3,945,526 14,157,150 -0- -0- 2,991,645 14,194,635 17,186,280 5,213,192 1986 03/25/88
Chamblee, GA

Mission Trails 5,411,288 10,398,770 -0- -0- 4,670,078 10,642,148 15,312,226 3,529,495 1987 08/12/88
San Diego, CA

Land Leases:
Cameron Creek 3,508,024 -0- -0- -0- 1,887,173 -0- 1,887,173 -0- 1985 10/01/87
Fort Worth, TX

Del Rio 2,004,585 -0- -0- -0- 2,004,585 -0- 2,004,585 -0- 1985 12/21/87
Albuquerque, NM
---------- ---------- --------------------------- ---------- ---------- ----------
27,650,818 85,235,939 -0- -0- 21,039,490 82,182,571 103,222,061 30,800,368
---------- ---------- --------------------------- ---------- ---------- ----------
---------- ---------- --------------------------- ---------- ---------- ----------
</TABLE>
See notes.

48
<PAGE>
<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
( A Limited Partnership)

NOTES TO SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

Note 1 - See description of mortgage notes payable in note C of the Notes
to Financial Statements. Depreciable property is depreciated over
useful lives of 7 to 27.5 years.

Note 2 - Reconciliation of real
estate: 1996 1995 1994

Balance at beginning of period $103,222,061 $103,594,559 $118,358,639

Additions during period:
Acquisitions -0- -0- -0-
------------ ------------ ------------
103,222,061 103,594,559 118,358,639
Deductions during period:
Dispositions -0- -0- 14,280,575

Land/Lease revenue accounted for
as a recovery of recorded
carrying amount -0- 372,498 483,505
------------ ------------ ------------
Balance at close of period 103,222,061 103,222,061 103,594,559
------------ ------------ ------------
------------ ------------ ------------

Note 3 - The aggregate cost of real estate for federal income tax
purposes is $103,816,029.

Note 4 - Reconciliation of
accumulated depreciation: 1996 1995 1994

Balance at beginning of period 27,968,156 25,032,876 23,951,356
Additions during period:
Depreciation 2,832,212 2,935,280 3,562,699
------------ ------------ ------------
30,800,368 27,968,156 27,514,055
Deductions during period:
Dispositions -0- -0- 2,481,179
------------ ------------ ------------
Balance at close of period 30,800,368 27,968,156 25,032,876
------------ ------------ ------------
------------ ------------ ------------

Note 5 - The Partnership has recorded aggregate provisions for loss on
impairment of assets of $1,412,660 with respect to the Cameron Creek
Land/Lease at December 31, 1996.

<PAGE>

<ARTICLE> 5

<LEGEND> The Schedule contains summary financial
information extracted from the financial
statements for Prudential-Bache/A.G. Spanos
Genesis Income Partners L.P., I, and is
qualified entirely by reference to such
financial statements.
</LEGEND>

<CIK> 000803399
<NAME> Prudential-Bache/AG Spanos Genesis Income Partners LP I
<MULTIPLIER> 1

<FISCAL-YEAR-END> Dec-31-1996

<PERIOD-START> Jan-1-1996

<PERIOD-END> Dec-31-1996

<PERIOD-TYPE> 12-Mos

<CASH> 4997867

<SECURITIES> 0

<RECEIVABLES> 291163

<ALLOWANCES> 0

<INVENTORY> 0

<CURRENT-ASSETS> 5289030

<PP&E> 101809401

<DEPRECIATION> 30800368

<TOTAL-ASSETS> 76298063

<CURRENT-LIABILITIES> 2521283

<BONDS> 58897267

<COMMON> 0

<OTHER-SE> 14879513

<TOTAL-LIABILITY-AND-EQUITY> 76298063

<SALES> 15967834

<TOTAL-REVENUES> 16129902

<CGS> 0

<TOTAL-COSTS> 0

<OTHER-EXPENSES> 10921886

<LOSS-PROVISION> 0

<INTEREST-EXPENSE> 4960498

<INCOME-PRETAX> 0

<INCOME-TAX> 0

<INCOME-CONTINUING> 0

<DISCONTINUED> 0

<EXTRAORDINARY> 0

<CHANGES> 0

<NET-INCOME> 247518

<EPS-PRIMARY> 3.75

<EPS-DILUTED> 0

</TABLE>