ASSISTED HOUSING FUND LP I - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

Commission file number 33-18756

ASSISTED HOUSING FUND L.P. I

(Exact name of registrant as specified in its charter)

Washington		91-1391150
(State of organization)		(IRS Employer Identification No.)

1301 Fifth Avenue, Suite 1330, Seattle, WA		98101
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (206) 377-1310

Securities registered pursuant to Section 12(b) of the Act: None

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

Units of Limited Partnership Interest

(Title of class)

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act. Yes o No ý

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30,
	2004				December 31,
	(unaudited)				2003
ASSETS

Rental property and equipment, at cost:
Buildings and equipment	$	16,123,577			$	16,055,005
Accumulated depreciation	(9,019,636			)	(8,565,223		)
	7,103,941				7,489,782
Land	723,111				723,111
	7,827,052				8,212,893
Cash:
Rental operation (Note 5)	149,416				177,487
Partnership	14,031				5,700
	163,447				183,187
Restricted deposits:
Tenant trust - security deposits	122,907				122,048
Reserve accounts, partially pledged (Note 3)	527,367				598,343
	650,274				720,391
Other assets:
Accounts receivable	43,371				32,068
Accounts receivable - DGP (Note 2)	24,079				24,079
Prepaid expenses	34,964				15,719
	102,414				71,866
TOTAL ASSETS	$		8,743,187		$	9,188,337

LIABILITIES
Mortgage notes payable (Note 4)	$		12,180,805		$	12,215,065
Accounts payable	272,448				266,284
Due to affiliates (Note 2)	874,597				798,510
Accrued liabilities	195,303				141,530
Security deposits payable	116,657				115,974
TOTAL LIABILITIES	13,639,810				13,537,363

Commitments and contingencies (Note 6)

Minority interests in property partnerships	338,938				361,389

PARTNERS' EQUITY (DEFICIT)
Limited partners	(5,151,998			)	(4,632,104		)
General partner	(83,563			)	(78,311		)
	(5,235,561			)	(4,710,415		)
TOTAL LIABILITIES AND PARTNERS' DEFICIT	$		8,743,187		$	9,188,337

See accompanying notes to consolidated financial statements.

ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended								Nine months ended
	September 30,								September 30,
	2004				2003				2004				2003
Revenue:
Rent	$	445,194			$		424,818		$	1,315,460			$	1,305,460
Miscellaneous	12,617				16,935				46,450				45,623
	457,811				441,753				1,361,910				1,351,083

Rental operating expenses:
Repairs and maintenance	93,928				104,321				264,803				307,319
Utilities	84,511				80,918				255,646				252,070
General and operating	103,201				93,882				346,219				314,947
Taxes and insurance	102,537				94,640				284,872				271,193
Interest	76,026				74,181				230,014				232,902
Depreciation	151,415				139,904				454,413				401,993
	611,618				587,846				1,835,967				1,780,424
Loss from rental operations	(153,807			)	(146,093			)	(474,057			)	(429,341			)

Other income (expense):
Interest earned on partnership cash	1				17				2				56
Minority interest in operations	6,821				6,746				20,589				20,143
General and administrative	(6,531			)	(8,009			)	(71,680			)	(68,184			)
	291				(1,246			)	(51,089			)	(47,985			)
Net loss	$	(153,516		)	$	(147,339		)	$		(525,146	)	$		(477,326	)

Net loss per unit of limited partnership interest (703 units)	$		(218	)	$	(210		)	$		(747	)	$		(679	)

See accompanying notes to consolidated financial statements.

ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine months ended September 30,
	2004			2003

Cash flows from operating activities:
Net loss	$	(525,146	)	$	(477,326	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	454,413			401,993
Minority interests in operations	(22,451		)	(22,738		)
Changes in certain assets and liabilities:
Accounts receivable	(11,303		)	40
Prepaid expenses	(19,245		)	(13,421		)
Accounts payable	6,164			(13,289		)
Due to affiliates	76,087			55,867
Accrued liabilities	53,773			23,205
Tenant security deposits	(176		)	1,592

Net cash provided (used) in operating activities:	12,116			(44,077		)

Cash flows from investing activities:
Purchase of depreciable property	(68,572		)	(18,105		)
Decrease in reserve deposits	70,976			70,468

Net cash provided in investing activities	2,404			52,363

Cash flows from financing activities:
Mortgage principal payments	(34,260		)	(31,262		)

Net cash used in financing activities	(34,260		)	(31,262		)

Net decrease in cash	(19,740		)	(22,976		)

Cash - beginning of year	183,187			166,278

Cash - end of period	$	163,447		$	143,302

Supplemental disclosure of cash flow information:
Cash paid for interest	$	230,014		$	232,902

See accompanying notes to consolidated financial statements.

ASSISTED HOUSING FUND L.P. I AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2004

(Unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 Assisted Housing Fund L.P. I’s (the Investor Partnership) Form 10-K for the year ended December 31, 2003. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Investor 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.

Nature of Business

Assisted Housing Fund L.P.I is a limited partnership which was organized November 2, 1987, 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 project. The Investor Partnership’s General Partner is Murphey Favre Properties, Inc. (MFP), a wholly-owned subsidiary of Washington Mutual Bank (WMB), a wholly-owned subsidiary of Washington Mutual, Inc. At December 31, 2003, 336 partners held the 703 units of limited partnership interests outstanding.

The Investor Partnership has invested as a limited partner in 11 Property Partnerships. The developer of each apartment project serves as the Developer General Partner (DGP) of the respective Property Partnership. The properties owned by the Property Partnerships are located in Michigan, Wisconsin, Ohio, West Virginia and Washington. The apartment projects were financed and constructed under Section 515 of the National Housing Act, as amended (administered by the U. S. Department of Agriculture Rural Development Agency, through its Rural Housing Service (RHS)). Under this program, the Property Partnerships provide housing to low-and moderate-income tenants. Lower rental charges to tenants are recovered by the Property Partnerships through an interest reduction program which reduces the effective interest rate over the lives of the mortgages to 1 percent and through a rental assistance program whereby RHS pays the Property Partnerships for a portion of qualified tenant rents. During the three and nine months ended September 30, 2004, rental revenue from RHS totaled $167,371 and $487,281, representing 37% and 36% of total revenue, respectively. Construction of the apartment projects began between June 1988 and May 1990 and rental operations began between April 1989 and January 1991.

Additionally, in exchange for an allocation of federal low-income housing tax credits under Section 42 of the Internal Revenue Code, each Property Partnership has entered into an agreement with an agency of the state in which the apartment project is located, whereby the Property Partnership has agreed to maintain all apartment units as both rent restricted and occupied by low-income tenants for a minimum period of 15 years.

The investment objectives of the Investor Partnership include the following:

• provide limited partners with tax benefits from investing in the Investor Partnership in the form of low-income housing tax credits under Section 42 of the Internal Review Code of 1986, as amended (the Code),

• preserve and protect the Investor Partnership capital, and

• realize long-term capital appreciation in the value of the properties upon the sale or refinancing of the properties or the Property Partnerships.

During 2004, the properties will have completed the 15-year compliance period, thus eliminating the opportunity for an occurrence of a tax credit recapture event which may occur when there is a failure to comply with the requirements of the Internal Revenue Service. As each property completes the compliance period, the Investor Partnership may explore opportunities to sell or refinance the properties within the guidelines allowed and permissions granted by the U.S. Department of Agriculture Rural Development Agency, through its Rural Housing Service (RHS), under its mortgage note agreements.

Principles of Consolidation

The financial statements consolidate the financial statements of the Investor Partnership and the following 11 Property Partnerships in which it has invested as a limited partner:

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)

Fayette Hills Limited Partnership (Fayette).

The financial statements are presented on a consolidated basis because the Investor 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 Investor 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. All material inter-partnership transactions and balances have been eliminated. Net losses allocable to the minority partners for the nine months ended September 30, 2004 and for the twelve months ended December 31, 2003 were $20,589 and $26,980, respectively.

Method of Accounting

The accrual method of accounting is used for financial statement purposes.

Cost Overruns

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.

Depreciation

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

Building shell and components	27.5	years
Land improvements	15	years
Appliances	5-10	years
Carpets and draperies	5-10	years

Income Taxes

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

Cash Equivalents

For purpose of reporting cash flows, the Investor Partnership considers all investment instruments purchased with a maturity of three months or less to be cash equivalents. At September 30, 2004 and December 31, 2003, there were no cash equivalents.

Concentration of Credit

The Property Partnerships maintain cash in bank deposit accounts which, at times, may exceed federally insured limits. The Property Partnerships have not experienced any losses in such accounts. Management believes the Property Partnerships are not exposed to any significant credit risk on cash in such bank deposit accounts.

Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect certain reported amounts and disclosures.

Adjustments

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.

Reclassification

Certain amounts as previously presented have been reclassified to conform to the current year presentation.

NOTE - 2 TRANSACTIONS WITH AFFILIATES

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

	Nine Months Ended		Nine Months Ended
	September 30, 2004		September 30, 2003
Murphey Favre Properties — partnership service fees	$	5,625	$	5,625

Developer general partners and affiliates — property management fees	$	73,973	$	73,738

Property management fees are paid out of rental operations. Partnership services fees are payable from future sales of the properties, to the extent they are not paid from distributions of rental operation cash (see Note 5).

Under terms of the management service agreements, seven of the 11 Property Partnerships have affiliates of the DGPs which provide management services for the rental properties. They receive compensation for such services in amounts approximating 9% of rental receipts. Three of the Property Partnerships are co-managed by affiliates of the DGPs and provide management services for the rental properties. These affiliates receive compensation for the services provided in amounts approximating 2% of rental receipts.

As of September 30, 2004 and December 31, 2003, related party payables consisted of the following:

	September 30, 2004		December 31, 2003
Advances from DGPs	$	201,784	$	201, 784
Program management fees	326,726		326,726
Partnership services fees	73,125		67,500
Advances from MFP	271,987		201,525
Advances from affiliate of DGP	975		975
	$	874,597	$	798,510

Advances from DGPs amounted to $201,784 at September 30, 2004 and December 31, 2003. Terms of RHS Loan Agreements require each DGP to provide interest-free advances of stipulated amounts as initial operating capital to the Property Partnerships. The balances at September 30, 2004 and December 31, 2003 include DGP interest-free advances of $152,107. In addition, the balances include non-interest bearing DGP advances of $35,468 for land improvements and $14,209 to fund operating deficits. Advances from the DGPs may only be repaid from the proceeds of future sales of the respective properties.

Program management fees due to MFP amounted to $326,726 and represent amounts accrued through December 31, 1996. No accruals have been recorded since that date (see Note 6). Partnership services fees are also payable to MFP and reflect accruals through September 30, 2004 and December 31, 2003. 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 5).

During the nine months ended September 30 and the full year 2003, MFP advanced $70,462 and $50,242, respectively, to the Investor Partnership for administrative expenses. These advances brought the balances due to MFP at September 30, 2004 and December 31, 2003 to $271,987 and $201,525, respectively.

An affiliate of one of the DGPs advanced $975 to the Property Partnership of the DGP. Advances made to one of the DGPs during 2001 totaled $9,000. During 2000, advances to this same DGP totaled $15,079 (see Note 6).

The Investor Partnership maintains deposits with WMB in certain checking and money market accounts which aggregated $14,031 and $5,700 at September 30, 2004 and December 31, 2003, respectively.

NOTE 3 - CASH IN RESERVE ACCOUNTS

The Loan Agreements between the Property Partnerships and RHS require the Property Partnerships to deposit into separate reserve accounts $127,196 annually until the reserve accounts reach $1,271,277. Subject to RHS approval, these funds may be used for specific purposes. During the nine months ended September 30, 2004, RHS approved the withdrawal of reserve funds at several of the Property Partnerships resulting in a net decrease of $70,976 in the restricted deposit reserve accounts.

As of September 30, 2004 and December 31, 2003, reserve funds pledged by the Logan DGP totaled $52,300 (see Note 6).

NOTE 4 - MORTGAGE NOTES PAYABLE

The mortgage notes are payable to RHS in monthly installments totaling $26,959. In accordance with provisions of Interest Credit Agreements, RHS provides monthly interest credits totaling $69,129 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). The mortgage notes mature May 2039 through March 2040. Substantially all of the rental property and equipment is pledged as collateral on the mortgages. No partner is individually liable on the mortgage notes.

The mortgage notes are regulated by the U.S. Government; there is no public or private market for the mortgage notes. 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.

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

Year	Amount
2004 for the remaining 3 months	$	11,937
2005	50,535
2006	55,281
2007	59,803
2008	66,159
Thereafter	11,937,090
	$	12,180,805

Logan received a Letter of Acceleration of the Loan Account in 2001; further proceedings were suspended in 2001 and have not been resumed. In addition, real estate taxes totaling $57,637 were delinquent at September 30, 2004, which is a violation of the Loan Agreement. At the time of this filing, no notice of default has been received regarding the delinquent real estate taxes. The Logan mortgage note balance totaled $981,731 and $984,306 at September 30, 2004 and December 31, 2003, respectively.

NOTE 5 - RENTAL OPERATION CASH

RHS regulations limit the distribution of rental operation cash to a maximum of $38,090 annually. Any distribution to the Investor 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 Property Partnership’s results of operations and is at the discretion of the DGP.

NOTE 6 - CONTINGENCIES

The Investor 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. As a consequence, management has elected to treat fees for years subsequent to 1996 as a contingent liability. At September 30, 2004 and December 31, 2003, the contingent liability for program management fees totaled $540,248 and $521,619, respectively.

As discussed in Note 2, one of the Logan DGP owes Logan $24,079 for advances not in compliance with RHS regulations. In addition, that Logan DGP pledged Logan assets for his own use (see Note 3). He later filed a petition in personal bankruptcy. The Logan DGP is in the process of being replaced. That U.S. Bankruptcy Court has approved a transfer of that DGP’s ownership interest in Logan to a replacement DGP. The replacement DGP is expected to restore the advances and pledged accounts to Logan either in the fourth quarter of 2004 or in the first quarter of 2005 when the transfer is expected to occur. Accordingly, no adjustment has been made to the carrying value of these assets.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statements

Certain matters discussed herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Assisted Housing Fund L.P. I intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements and is including this statement for purposes of complying with these safe harbor provisions. Although the Investor Partnership believes the forward-looking statements are based on reasonable assumptions, the Investor Partnership can give no assurance that their expectations will be attained. Actual results and the timing of certain events could differ materially from those projected or contemplated by the forward-looking statements due to a number of factors including, without limitation, occupancy levels, the outcome of legal proceeding regarding the Logan DGP, general economic and real estate conditions and interest rates.

Occupancy levels at the Property Partnerships are one of the key operating factors for the Property Partnerships. The overall occupancy level for the quarter ending September 30, 2004 was 90% as compared to 91% for the same period of 2003. Four of the properties experienced a decline in occupancy levels from June 30, 2004 to September 30, 2004. The lowest occupancy level for an individual Property Partnership at September 30, 2004 was 75%.

Results of Operations

For the Investor Partnership and its subsidiary Property Partnerships, net loss increased $6,177 and $47,820 or 4% and 10% for the three and nine months ended September 30, 2004 compared with the same periods in 2003. Net loss before depreciation was $70,733 and $75,333 for the nine months ended September 30, 2004 and 2003, with depreciation expense of $454,413 and $401,993, respectively.

Total Revenue of $457,811 and $1,361,910 for the three and nine months ended September 30, 2004 increased $16,058 and $10,827, respectively, compared with the same periods in 2003. The Revenue increase was primarily due to an increase in rent. Overall operating expenses increased $23,772 and $55,543 for the three and nine months ended September 30, 2004 respectively, as compared with the same period in 2003. Increases in general and administrative expenses were due to increased audit fees of $6,500 attributable to compliance testing related to the Sarbanes-Oxley Act of 2002 and an increase in on site salaries and benefits of $16,300. Other increases over the same period last year are depreciation of $52,420 and property taxes and insurance of $13,679. Repair and Maintenance expenses decreased $42,516 for the nine months ended September 30, 2004 compared to September 30, 2003. The decrease is mainly attributable to non-recurring major repairs for last year’s storm damage at a couple of the properties.

Net loss from rental operations increased $7,714 and $44,716 or 5% and 10% for the three and nine months ended September 30, 2004 respectively, compared with the same periods in 2003.

Liquidity, Capital Resources, and Regulatory Compliance

At September 30, 2004, the Investor Partnership’s operating cash amounted to $14,031 and the Property Partnerships’ operating cash totaled $149,416 for a combined total of $163,447. At December 31, 2003, the cash balance of $183,187 included $5,700 in Investor Partnership cash and $177,487 in operating cash accounts of the Property Partnerships.

Consolidated operational cash flows for nine months ended September 30, 2004 totaled $12,116 compared to a net operational cash flow used of $44,077 in the same period of 2003. Achieving positive cash flows continues to be a problem at several of the Property Partnerships. For the nine months ended September 30, 2004, six properties generated positive cash flow. For the five that generated negative cash flow, the deficits were funded from rental operating cash and authorized reserve account withdrawals. The Investor 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.

At September 30, 2004, Logan Apartments Company Limited Partnership’s (Logan) was approximately $57,836 in arrears in property taxes. While this liquidity matter is a violation of RHS regulations, RHS has taken no action against Logan. Further actions taken by a Logan DGP in 2000 and 2001 that led to certain other violations of RHS regulations are the subject of litigation and bankruptcy proceedings, more fully described in Part II. Item 1. Legal Proceedings.

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 1. Legal Proceedings

There have been no changes to the legal proceedings as disclosed in our most recent Form 10-K filed for the year ended December 31, 2003 except as follows: a wholly-owned subsidiary of Buckeye Community Hope Foundation, namely, Logan Housing Partners, Inc., an Ohio corporation (“LHP1”), is expected to execute a definitive purchase and sale agreement either during the fourth quarter of 2004 or the first quarter of 2005 to acquire Winer’s GP/DGP interest in Logan. This was generally approved by the U.S. Bankruptcy Court in September 2003. LHP1 will then restore and replenish Logan assets misappropriated by Winer. Concurrently with its acquisition of Winer’s partnership interests in Logan, LHP1 will also acquire the partnership interests of Thomas R. Runquist and Rural Housing Corporation (the other GPs/DGPs) in Logan.

Item 6. Exhibits and Reports on Form 8-K

a.) Exhibits.

INDEX OF EXHIBITS

Exhibit No.		Description

31.1		Certification of the President of the General Partner Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of the Principal Accounting Officer of the General Partner Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of the President of the General Partner Pursuant to 18 U.S.C. Section 1350 (filed herewith).

32.2		Certification of the Principal Accounting Officer of the General Partner Pursuant to 18 U.S.C. Section 1350 (filed herewith).

(b) No reports on Form 8-K were filed during the quarterly period ended September 30, 2004.

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 and on the date indicated.

ASSISTED HOUSING FUND L.P. I

Registrant

By:	Murphey Favre Properties, Inc.
	General Partner




By:	/s/ Don L. Rigsbee	Date:	November 12, 2004
	Don L. Rigsbee
	President

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:

By:	Murphey Favre Properties, Inc.
	General Partner




By:	/s/ Larry Breitbarth	Date:	November 12, 2004
	Larry Breitbarth
	Treasurer and Principal Accounting Officer

		PART I. FINANCIAL INFORMATION

Item 1		Financial Statements:
		Consolidated Balance Sheets
		Consolidated Statements of Operations
		Consolidated Statements of Cash Flows
		Notes to Consolidated Financial Statements
Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3		Quantitative and Qualitative Disclosures About Market Risk
Item 4		Controls and Procedures

		PART II. OTHER INFORMATION

Item 1		Legal Proceedings
Item 6		Exhibits and Reports on Form 8-K
Signatures