SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                    FORM 8-K
                                 CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 28, 1998
 
                        Commission file number: 0-19123
 
                            FOGELMAN MORTGAGE L.P. I
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             (Exact name of Registrant as specified in its charter)
 
Tennessee                                           62-1317805
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(State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)
 
One Seaport Plaza, New York, New York                  10292-0128
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(Address of principal executive offices)               (Zip Code)
 
Registrant's telephone number, including area code (212) 214-3500
 
                                      N/A
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   Former name, former address and former fiscal year, if changed since last
                                    report.


Item 2. Acquisition or Disposition of Assets
 
   Registrant furnished a Consent Solicitation Statement (the 'Consent
Statement') dated April 23, 1998 to holders ('Unitholders') of units of
beneficial interest of limited partnership interest ('Units') of Registrant
seeking approval of the payoff of the two outstanding mortgage loans ( 'Mortgage
Loans') payable to the Registrant for a minimum of $48,000,000 in cash. This
constitutes the disposition of substantially all of the Registrant's assets (the
'Disposition'). As of May 25, 1998, Unitholders holding a majority of the Units
approved the payoff of the two outstanding mortgage loans and as a result, a
closing was held on May 28, 1998 and an amount of $48,023,515 (which is net of
certain closing adjustments) was tendered to Registrant in full payment and
satisfaction of the Mortgage Loans.
 
   The other information required by this Item 2 is incorporated by reference to
Registrant's Consent Statement dated April 23, 1998, as filed with the
Securities and Exchange Commission on April 23, 1998, as Schedule 14A
Information.
 
   An initial liquidating distribution of $880 per Unit will be made in June
1998. As discussed in the Consent Statement, Prudential-Bache Properties, Inc.,
the General Partner, will withhold a reserve against future liabilities and
contingent obligations of the Registrant and will distribute the remainder to
the Unitholders and General Partner in accordance with the Partnership
Agreement.
 
   The consummation of the Disposition will automatically result in the complete
termination and dissolution of the Registrant on September 25, 1998, 120 days
from the closing, but may occur sooner.
 
   The General Partner will not accept any request for transfers of Units
received after May 29, 1998.
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                                   SIGNATURES
 
   Pursuant to the requirements 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.
 
Fogelman Mortgage L.P. I

By: Prudential-Bache Properties, Inc.
    A Delaware corporation, General Partner
 
     By: /s/ Eugene D. Burak                         Date: June 9, 1998
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     Eugene D. Burak
     Vice President
     Chief Accounting Officer for the Registrant
 
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