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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission file number 33-18756

ASSISTED HOUSING FUND L.P. I
(Exact name of registrant as specified in its charter)

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

        The Exhibit Index appears at page 12.
There are 13 pages.

Part I.    Financial Information

Item 1.    Financial Statements

ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

BALANCE SHEETS

See notes to Financial Statements

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ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

Unaudited

See notes to Financial Statements

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ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Unaudited

See notes to Financial Statements

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ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended September 30, 2002

(Unaudited)

1.    General

        The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with financial statements and notes thereto included with the Partnership's Form 10-K for the year ended December 31, 2001. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Partnership's financial position and results of operations. The results of operations for the periods may not be indicative of the results to be expected for the year.

        Assisted Housing Fund L.P. I (the Partnership) is a limited partnership formed on November 2, 1987 and organized under the laws of the state of Washington to acquire limited partnership interests in other partnerships (the Property Partnerships), each of which has been organized to develop or purchase a low or moderate-income apartment complex. The Partnership's general partner is Murphey Favre Properties, Inc. (MFP), a wholly owned subsidiary of WM Financial, Inc., which is a wholly owned subsidiary of Washington Mutual Bank (WMB), which is a wholly owned subsidiary of Washington Mutual, Inc.

        The Partnership completed its public offering of limited partnership interests and commenced operations on April 14, 1989. Prior to that date, the Partnership's activities consisted solely of purchasing limited partnership interests in Property Partnerships, which were in the development process. As of December 31, 2001, 337 limited partners held the 703 units of limited partnership interests outstanding.

        The Partnership has invested as a limited partner in eleven limited partnerships (Property Partnerships). The developer of each apartment complex serves as the Development General Partner (DGP) of the respective Property Partnership. Additionally, a wholly owned subsidiary of MFP, Murphey Favre Housing Managers, Inc. (MFHM), is a special limited partner in each Property Partnership. MFHM has the right to oversee the management of each Property Partnership and has certain approval rights over the actions of each DGP. The Partnership Agreement for each Property Partnership sets forth the allocations of profits, losses and distributions of net cash flow from operations or from sale or refinancing of the rental property.

        The properties owned by the Property Partnerships were financed and constructed under Section 515 of the National Housing Act, as amended (administered by Farmers Home Administration, now known as Rural Housing Services (RHS)). Under this program, the Property Partnerships provide housing to low- and moderate-income families. Lower rental charges to tenants are recovered by the Property Partnerships through two programs. The interest reduction program reduces the effective interest rate over the lives of the mortgages to one (1) percent. The rental assistance program provides RHS payments to the Property Partnerships for a portion of qualified tenant rents.

        Construction of the rental properties began in June 1988 and all were completed by January 31, 1991. Rental operations began in April 1989.

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2.    Summary of Significant Accounting Policies

        a.    The financial statements are presented on a consolidated basis because the Partnership holds approximately 99 percent of the profit and loss interests and approximately 55 percent of the equity interests in each Property Partnership. Through an affiliate, who is a special limited partner in each of the 11 Property Partnerships, the Partnership controls certain fundamental decisions affecting the operation of the Property Partnerships. These fundamental decisions include significant purchases of assets, material borrowings or creation of liens on the underlying properties, entering into material contracts, making tax elections and any act that would cause termination of the Property Partnership.

        The consolidated financial statements, include the financial statements of the Partnership and eleven Property Partnerships:

Fairview Apartments Company Limited Partnership (Fairview); Ionia Limited Dividend Housing Association Limited Partnership (Ionia); Logan Apartments Company Limited Partnership (Logan); Rolling Brook II Limited Dividend Housing Association Limited Partnership (Rolling Brook); Wexford Manor Limited Dividend Housing Association Limited Partnership (Wexford); Blue Heron Apartment Associates Limited Partnership (Blue Heron); Glenwood Apartment Associates Limited Partnership (Glenwood); Pacific Place Apartment Associates Limited Partnership (Pacific Place); Cove Limited Dividend Housing Association Limited Partnership (Cove); Washington Street Limited Dividend Housing Association Limited Partnership (Washington); and, Fayette Hills Limited Partnership (Fayette).

        All material interpartnership transactions and balances have been eliminated. The minority partners' interests in the losses of the Property Partnerships, which aggregate $61,556 and $57,555 as of September 30, 2002 and December 31, 2001, respectively, are included in other income.

        b.    The accrual method of accounting is used for both financial statement and income tax purposes.

        c.    The partnership agreements for the Property Partnerships required the DGPs to fund cost overruns on the development of the apartment projects. Such cost overruns, totaling $589,462, have been recorded as minority interests in property partnerships and have been included in the cost basis of the rental property. All depreciation related thereto has been specially allocated to the respective DGPs.

        d.    Depreciation is computed for financial statement purposes using the straight-line method over the estimated useful lives of the related assets as follows:

        e.    No income tax provision has been included in the financial statements since income or loss of the Partnership is required to be reported by the respective partners on their income tax returns.

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        f.      For purposes of the statement of cash flows, the Partnership considers all investment instruments purchased with a maturity of three months or less to be cash equivalents. At September 30, 2002 and 2001, there were no cash equivalents.

        g.    The unaudited interim financial statements include all adjustments that are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are all of a normal recurring nature.

3.    Transactions with Affiliates

        In connection with the acquisition and development of rental property and the management of both the rental property and the Partnership, the Partnership and Property Partnerships have paid or accrued the following amounts to certain affiliates:

        The Partnership maintains deposits in certain of WMB's interest- bearing accounts which aggregated $31,688 and $25,493 at September 30, 2002 and December 31, 2001, respectively. Interest earned on such deposits totaled $22 and $335 during the quarter ended September 30, 2002 and year ended December 31, 2001, respectively.

        Terms of the RHS Loan Agreements require each DGP to provide interest-free advances of stipulated amounts as initial operating capital to the Property Partnerships. Due to affiliates includes $152,107 of such advances at September 30, 2002 and December 31, 2001. In addition, these balances include DGP advances of $35,468 for land improvements and $14,209 to fund operating deficits. The remaining balance due to affiliates includes program management fees and reimbursements payable to MFP.

        Advances made to one DGP during 2001 totaled $9,000. During 2000, advances to this same DGP totaled $15,079 (see Note 8).

        Advances from the DGPs may only be repaid from the proceeds of future sales of the respective properties. Property management fees are paid out of rental operations. Partnership fees are payable from future sales of the properties, to the extent they are not paid from distributions of rental operation cash (see Note 6).

        Under the terms of management services agreements, seven of the eleven Property Partnerships have affiliates of the DGPs which provide management services for the rental properties and receive compensation for such services in amounts approximating 8.5% of rental receipts. Three of the eleven Property Partnerships are co-managed by affiliates of the DGPs which provide management services for the rental properties and receive compensation for such services in amounts approximating 2.6% of rental receipts.

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4.    Cash in Reserve Accounts

        The Loan Agreements between the Property Partnerships and RHS require the Property Partnerships to deposit into separate reserve accounts (savings accounts) $127,196 annually until the reserve accounts reach $1,271,277. With the prior approval of RHS, these funds can be used for: (1) loan debt service, if operating funds cannot meet these obligations; (2) repairs and replacements caused by catastrophe or long-range depreciation; (3) improvements or extensions to the buildings; and (4) any other reason RHS determines will promote or be beneficial to the purpose of the loans. During the quarter ended September 30, 2002, RHS approved the withdrawal of reserve funds at several of the Property Partnerships resulting in a net decrease of $57,477 in the restricted deposit reserve accounts.

5.    Mortgage Notes Payable

        The mortgage notes are payable to RHS in monthly installments stated in the table below. In accordance with provisions of Interest Credit Agreements, RHS provides monthly interest credits which reduce the interest rates stated in the mortgage notes to effective rates of one (1) percent over the lives of the mortgages. Amortization of principal is based on the stated rates of 8.75% to 10.75% under RHS's Predetermined Amortization Schedule System (PASS). Substantially all of the rental property and equipment is pledged as collateral on the mortgages. No partner is personally liable on the mortgage notes.

        The mortgage notes are regulated by the U.S. Government and therefore, have no market price. Accordingly, management has determined that users of the financial statements would derive no benefit from any estimate of fair value and performing such an analysis would not be practicable.

        The loan balances, net monthly payments, and due dates for each Property Partnership are as follows:

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        Principal Payments on the mortgage notes for the next 5 years are as follows:

6.    Rental Operation Cash

        RHS regulations limit the distribution of rental operation cash to a maximum of $38,090 annually. Any distribution to the Partnership from rental operation cash is to be made in accordance with the respective partnership agreements. Whether or not a Property Partnership makes any limited distribution is based on the results of its own operations and is at the discretion of the DGP.

7.    Guarantees

        Each of the DGPs has made a guarantee to the respective Property Partnership that they will compensate the Partnership in the event the actual low-income housing tax credit is less than 85% to 90% of the available credit. Through September 30, 2002 no payments have been made under the guarantee agreement.

8.    Contingency

        The Partnership has ceased accrual of the annual program management fee, payable in part to the general partner. Management has determined that the source of payment, a future sale or refinance of one or more of the Property Partnerships, may not be sufficient to pay fees accrued in excess of the $544,540 payable at December 31, 1996. Management has elected to treat fees for years subsequent to 1996 as a contingent liability. At December 31, 2001 and 2000 the contingent liability for program management fees totaled $372,585 and $298,068, respectively.

        During 2001 and 2000, Arthur H. Winer (Winer), DGP of Logan Apartments Company Limited Partnership (Logan) did not comply with RHS regulations regarding the handling of project cash. These instances of non-compliance were reported to the appropriate authorities during 2001. During 2001 and 2000, the DGP made multiple unauthorized withdrawals of project cash totaling $9,000 and $15,079, respectively. Further, it was discovered that project bank accounts, totaling $58,381 and $55,517, at December 31, 2001 and 2000, respectively, have been pledged in violation of RHS regulations. As a result of the DGP's actions, RHS issued a Letter of Acceleration on August 29, 2001. RHS suspended further proceedings on October 11, 2001, based on agreements reached with the other general partners and the management agent.

        On February 19, 2002, a Logan DGP, Arthur H. Winer of Marietta, OH, filed a Petition in Bankruptcy in the U.S. Bankruptcy Court for the Southern District of West Virginia, in Charleston, WV, under Chapter 7 of the U.S. Bankruptcy Code. The bankruptcy filing is styled In Re Winer, Arthur H. (Bankruptcy No. 0240067).

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As of the date of filing of the Petition in Bankruptcy, the "automatic stay" under the Bankruptcy Code went into effect and all actions to collect debts of Winer, are precluded, absent approval of the U.S. Bankruptcy Court. Among these debts are reserve account and other funds from Logan totaling approximately $79,000, comprised of reserve account funds of approximately $55,000, tenant security deposit monies of approximately $9,000, and other monies of approximately $15,000 that Winer improperly used for personal business.

        A First Meeting of Creditors in the bankruptcy was held on April 2, 2002. Among other parties, the USDA Rural Development Agency, original lender on the Logan Apartments project, and RLJ Management Company (RLJ) through its attorney, attended. Ultimately, the Trustee continued the First Meeting in Bankruptcy to an undetermined future date, pending receipt by the Trustee of additional information from Winer and from RLJ. In the interim, RLJ is negotiating with the financial institutions that accepted pledges from Winer of Logan reserve funds and other assets for a return of those funds.

        On May 22, 2002 Murphey Favre Properties, Inc. retained outside bankruptcy counsel to represent it, on behalf of Logan, in the previously mentioned bankruptcy action and to prepare a Proof of Claim. Due to Arthur H. Winer's, the DGP bankruptcy petitioner, underlying actions with respect to Logan assets, a Complaint to Determine Dischargeability of Debt and for Judgment was prepared and filed on behalf of Logan on May 31, 2002. Winer filed an Answer to Complaint to Determine Dischargeability of Debt on or about June 17, 2002. As expected, the Bankruptcy Court set the adversary proceeding for a pre-trial or settlement conference, which was held on October 23, 2002. At the settlement conference, the DGP bankruptcy petitioner advised the Court that it is negotiating a financing transaction from which funds will be used to reimburse MFP in full for all amounts owed to it. However, it should be noted that this financing transaction is not a certainty at this time. In addition to the recent settlement conference, MFP filed a Motion for Summary Judgement asking the Court to decide the question of the non-dischargeability of the DGP bankruptcy petitioner's debt to MFP based on the pleadings and evidence currently before it. No response to the Motion has yet been received from the DGP bankruptcy petitioner. Nor, has the Court yet scheduled a hearing on the Motion or issued an Order setting the bankruptcy action's case schedule. The response, the scheduling of the hearing on the Motion for Summary Judgement and the case schedule Order, is expected in the near future.

Item 2.    Management's Discussion and Analysis

        The overall occupancy level for the quarter ending September 30, 2002 was 95% as compared to 94% for the same period of the 2001. Seven of the properties experienced a decline in occupancy levels from June 30, 2002 to September 30,2002. The lowest occupancy level at September 30, 2002 was 87%. For the nine months ending September 30, 2001 and 2002 the occupancy rates were 94% and 97% respectively.

Results of Operations

        On a consolidated basis, net income (loss) was ($128,753) and ($105,146) for the quarters ended September 30, 2002 and 2001, respectively. Income from operations before depreciation was $5,487 and $29,633 for the quarters ended September 30, 2002 and 2001, with depreciation expense of $137,839 and $137,427 respectively.

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        Revenue decreased by less than 1% from $432,084 to $429,844 for the quarters ended September 30, 2001 and 2002, respectively. Total expenses increased overall by 4% from $539,878 to $562,196 for the quarters ended September 30, 2001 and 2002, respectively. The largest factor contributing to the expense growth was increased insurance costs reflecting higher insurance rates experienced since the September 11, 2001 tragedy.

        For the nine months ending September 30, 2001 and 2002, the net loss was ($393,089) and ($441,438), respectively. As a result of higher occupancy levels, revenues for the nine month periods ending September 30, 2001 and 2002 were $1,257,698 and $1,303,875, an increase of 3.7%. Expenses for the nine month period ending September 30, 2002, were $1,723,199, a 5.3% increase over the same period of 2001. As mentioned earlier, rising insurance costs were the largest contributor to this expense growth.

Liquidity and Capital Resources

        The Partnership completed its public offering of 703 units of limited partnership on April 14, 1989, with proceeds totaling $3,511,000 from 337 limited partners. The Partnership invested $2,542,000 of offering proceeds in 11 Property Partnerships.

        Offering proceeds equal to $175,750 were reserved by the Partnership to fund its operating expenses. As of September 30, 2002, the cash reserves of the Partnership totaled $31,688. It is expected that the Partnership will draw on the reserves in future quarters to fund accounting and other operating expenses of the Partnership. Nominal cash distributions from the Property Partnerships will supplement the cash reserves. It is expected that all cash distributions received from the Property Partnerships will be used to defray the operating expenses of the Partnership and thus it is not likely any distribution will be made to the limited partners.

        The Partnership is not required to fund additional amounts to the Property Partnerships based on each Property Partnership agreement. Additionally, each Property Partnership is operated as an individual project, and without any contractual arrangements of any kind between the Property Partnerships. For the nine months ending September 30, 2002, six properties generated positive cash flow before depreciation. For the five that generated negative cash flow before depreciation, the deficits were funded from rental operating cash and authorized reserve account withdrawals.

        Included in cash on the consolidated balance sheets were $31,688 and $25,493, held as deposits by the Partnership in WMB accounts as of September 30, 2002 and December 31, 2001, respectively. WMB is affiliated with MFP, the general partner of the Partnership.

        There are no additional acquisitions nor any dispositions planned.

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PART II. OTHER INFORMATION

        Except for the disclosures, set forth below, all items under Part II are inapplicable or have a negative response and are therefore omitted.

Item 6.    Exhibits and Reports on Form 10-Q

a.    Listing of Exhibits.

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SIGNATURES

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

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

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Item 1. Financial Statements

Item 2. Management's Discussion and Analysis

Item 6. Exhibits and Reports on Form 10-Q