UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------

                                    FORM 10-K
                              --------------------

           X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          ---            SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2000

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from ____ to ____

                           Commission File No. 2-91762

                         POLARIS AIRCRAFT INCOME FUND I
                         ------------------------------
             (Exact name of registrant as specified in its charter)

                California                             94-2938977
      -------------------------------            -----------------------
      (State or other jurisdiction of            (IRS Employer I.D. No.)
       incorporation or organization)

  201 High Ridge Road, Stamford, Connecticut                         06927
  ------------------------------------------                         -----
   (Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (203) 357-3776

        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

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  X   No
                                              ---     ---

Indicate by check mark 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.  X
           ---

No formal  market  exists  for the units of  Limited  Partnership  interest  and
therefore there exists no aggregate market value at December 31, 2000.

                    Documents incorporated by reference: None

                       This document consists of 38 pages.


                                     PART I

Item 1.  Business

Polaris  Aircraft Income Fund I (PAIF-I or the Partnership) was formed primarily
to  purchase  and  lease  used  commercial  jet  aircraft  in order  to  provide
distributions  of cash from  operations,  to  maximize  the  residual  values of
aircraft  upon  sale and to  protect  Partnership  capital  through  experienced
management  and  diversification.  PAIF-I was organized as a California  Limited
Partnership  on June 27, 1984 and will terminate no later than December 2010. As
of December  31,  2000,  the only assets  remaining  were cash,  three  aircraft
engines and spare parts in inventory  (as  discussed in Note 8), which  includes
one engine.

PAIF-I has many competitors in the aircraft leasing market,  including airlines,
aircraft leasing companies, other Limited Partnerships,  banks and several other
types of financial institutions.  This market is highly competitive and there is
no  single  competitor  who has a  significant  influence  on the  industry.  In
addition  to  other  competitors,   the  General  Partner,   Polaris  Investment
Management Corporation (PIMC), and its affiliates, including GE Capital Aviation
Services,  Inc. (GECAS),  Polaris Aircraft Leasing Corporation  (PALC),  Polaris
Holding  Company (PHC) and General  Electric  Capital  Corporation (GE Capital),
acquire,  lease,  finance, sell and remarket aircraft for their own accounts and
for existing  aircraft and aircraft leasing  programs managed by them.  Further,
GECAS  provides a  significant  range of aircraft  management  services to third
parties,  including without limitation AerFi Group plc (formerly GPA Group plc),
a public limited company  organized in Ireland,  together with its  consolidated
subsidiaries (AerFi), and Airplanes Group, together with its subsidiaries (APG),
each of which two groups leases and sells aircraft.  Accordingly,  in seeking to
re-lease and sell its engines,  the Partnership  may be in competition  with the
General  Partner,  its affiliates,  AerFi,  APG, and other third parties to whom
GECAS provides aircraft management services from time to time.

The Partnership  leased three JT8D-9A engines to CanAir Cargo Ltd.  (CanAir) for
three years  beginning in May 1994. In 1997,  the lease with CanAir was extended
for seven  months.  In August 1997,  the engine lease was  transferred  to Royal
Aviation Inc. and Royal Cargo,  Inc.  (Royal  Aviation)  pursuant to an Aircraft
Lease  Purchase  Agreement.  Under this  agreement,  the leases were extended to
August 2000 at the same rental rate.  The engines were  returned on September 7,
2000 upon the expiration of the lease.  The  Partnership  has made these engines
available for sale along with the  remaining  inventory of spare parts such that
the Partnership plans to liquidate all its assets and make a final  distribution
thereafter.


Item 2.  Properties

At December 31, 2000, the  Partnership  owned three JT8D-9A  engines and certain
inventoried  parts (as discussed in Note 8), which  includes one engine,  out of
its  original  portfolio  of eleven  aircraft.  None of the  engines are Stage 3
compliant  (see Item 7 "Industry  Update - Aircraft  Noise").  The three JT8D-9A
engines  previously leased to Royal Aviation were redelivered to the Partnership
on  September  7,  2000 upon the  expiration  of the  lease.  In  addition,  the
Partnership  transferred  four  aircraft to aircraft  inventory  during 1992 and
1993.  These aircraft were  disassembled  for sale of their component parts. The
Partnership  sold  its  remaining  inventory  of  aircraft  parts  from the four
disassembled  aircraft,  to Soundair,  Inc., in 1998.  Additionally,  one of two
engines held in inventory was sold to Quantum  Aviation Limited during 1998. Two
engines  formerly  leased to Viscount,  were returned to the Partnership in 1996
and were sold in March 1997. One additional  engine was sold to Viscount  during
1995. The  Partnership  has sold six aircraft and one airframe from its original
aircraft portfolio:  a Boeing 737-200 Convertible Freighter in 1990, a McDonnell
Douglas  DC-9-10 in 1992, a Boeing  737-200 in 1993,  the airframe from a Boeing
737-200 aircraft in 1995 and three Boeing 737-200 aircraft in 1997.

                                       2




Item 3.  Legal Proceedings

Markair, Inc. (Markair) Bankruptcy - As previously reported in the Partnership's
1999 Form 10-K, Markair commenced reorganization proceedings under Chapter 11 of
the United States  Bankruptcy Code in the United States Bankruptcy Court for the
Third  District of Alaska.  On June 11, 1992, the  Partnership  filed a proof of
claim in the case to recover damages for past due rent and for Markair's failure
to meet return conditions with respect to the  Partnership's  aircraft that were
leased by Markair.  In August  1993,  the  Bankruptcy  Court  approved a plan of
reorganization for Markair and a stipulation  allowing the Partnership to retain
the security deposits and maintenance reserves previously posted by Markair, and
an  unsecured  claim  against  Markair for  $445,000.  The  unsecured  claim was
converted to subordinated  debentures  during 1994, and Markair defaulted on its
payment obligations on such debentures. On April 14, 1995, Markair commenced new
reorganization proceedings under Chapter 11 of the United States Bankruptcy Code
in the United  States  Bankruptcy  Court for the Third  District  of Alaska.  On
October 25, 1995,  Markair  converted its Chapter 11  reorganization  proceeding
into a proceeding  under Chapter 7 of the United States  Bankruptcy  Code in the
same  court.  The  trustee,  Key Bank of  Washington,  took steps to protect the
interests of the debenture holders, including the Partnership,  by filing proofs
of claim in this  proceeding.  The Partnership has not received any distribution
from the  bankrupt  estate on the proofs of claim.  There have been no  material
developments  with respect to this proceeding  during the period covered by this
report.

Braniff, Inc. (Braniff) Bankruptcy - In September 1989, Braniff filed a petition
under Chapter 11 of the Federal  Bankruptcy Code in the United States Bankruptcy
Court for the Middle  District of Florida,  Orlando  Division.  The  Partnership
filed a proof of claim to recover unpaid rent and other damages,  and a proof of
administrative   claim  to  recover   damages   for   detention   of   aircraft,
non-compliance  with court orders,  post-petition  use of engines and liquidated
damages.  On July 27, 1992, the  Partnership,  Braniff and the Braniff  creditor
committees   entered  into  a  settlement   which  allowed  the  Partnership  an
administrative  claim of approximately  $2,076,923.  The Bankruptcy Court made a
final  disposition of the  Partnership's  claim by permitting the Partnership to
exchange a portion of its unsecured claim for Braniff's right (commonly referred
to as a "Stage 2 Base Level right") under the FAA noise  regulations  to operate
one Stage 2 aircraft and by allowing the  Partnership a net remaining  unsecured
claim of $769,231 in the proceedings.

In May, 1998,  Braniff's  bankrupt estate made a $200,000  payment in respect of
the  unsecured  claims  of the  Partnership  and  other  affiliates  of  Polaris
Investment  Management  Corporation,  of which  $138,462  was  allocated  to the
Partnership  based on its pro rata share of the total  claims.  On  January  20,
1999, Braniff's bankrupt estate made an additional $84,000 payment in respect of
the  unsecured  claims  of the  Partnership  and  other  affiliates  of  Polaris
Investment  Management  Corporation,  of  which  $58,154  was  allocated  to the
Partnership  based on its pro rata share of the total  claims.  On  January  16,
2001,  Braniff's  bankrupt  estate  made a  $110,890  payment  in respect of the
unsecured claims of the Partnership and other  affiliates of Polaris  Management
Corporation,  of which $76,770 was allocated to the Partnership based on its pro
rata share of the total claims.

Kepford,  et al. v.  Prudential  Securities,  et al. - On April 13,  1994,  this
action was filed in the District Court of Harris County,  Texas against  Polaris
Investment  Management  Corporation,  Polaris  Securities  Corporation,  Polaris
Holding Company, Polaris Aircraft Leasing Corporation, the Partnership,  Polaris
Aircraft  Income Fund II, Polaris  Aircraft  Income Fund III,  Polaris  Aircraft
Income Fund IV, Polaris Aircraft Income Fund V, Polaris Aircraft Income Fund VI,
General Electric Capital Corporation,  Prudential  Securities,  Inc., Prudential
Insurance Company of America and James J. Darr. The complaint alleges violations
of the Texas  Securities Act, the Texas Deceptive Trade Practices Act,  sections
11 and  12 of the  Securities  Act of  1933,  common  law  fraud,  fraud  in the

                                       3


inducement,  negligent misrepresentation,  negligence,  breach of fiduciary duty
and civil conspiracy arising from the defendants' alleged  misrepresentation and
failure  to  disclose  material  facts in  connection  with the sale of  limited
partnership  units in the  Partnership  and the other  Polaris  Aircraft  Income
Funds.  Plaintiffs seek, among other things, an award of compensatory damages in
an  unspecified  amount plus  interest,  and double and treble damages under the
Texas  Deceptive Trade Practices Act. The trial date for this action was set and
rescheduled  by the trial court  several  times,  and on September 2, 1999,  the
court  granted a stay of this action  pending the  submission  of the  remaining
plaintiffs' claims to arbitration. Subsequently, several of the plaintiffs filed
a motion with the Court to dismiss their claims, which the court granted.

CanAir Cargo Ltd. (CanAir) Order under the Companies' Creditors  Arrangement Act
of Canada - On July 28,  1997,  CanAir  obtained an order  under the  Companies'
Creditors  Arrangement  Act of Canada (the CCAA Order) from the Ontario Court of
Justice,  General  Division.  The  CCAA  Order  restrained  CanAir's  creditors,
including  lessors,  from exercising any rights arising from CanAir's default or
non-performance  of its  obligations  until October 28, 1997 or further order of
the court. CanAir leased three engines from the Partnership, and a total of five
aircraft from Polaris Holding  Company  (Polaris) and General  Electric  Capital
Leasing Canada, Inc. (GECL Canada).  CanAir had defaulted on its July and August
1997 engine rent and maintenance reserve payment obligations to the Partnership.
On August 22, 1997, GE Capital Aviation  Services,  Inc.  (GECAS),  as agent for
Polaris,  GECL Canada and the  Partnership  (collectively,  the GECAS  Parties),
entered into an Aircraft Lease  Purchase  Agreement with Royal Aviation Inc. and
Royal Cargo Inc. for the transfer of CanAir's future lease  obligations to Royal
Aviation Inc.

At December 31,  1999,  CanAir owed the GECAS  Parties a total of  approximately
$1.5 million. Of this amount,  approximately $30,365 was owed to the Partnership
under the engine lease,  exclusive of accrued  interest and maintenance  reserve
payment obligations.

The  receiver  appointed  by the Ontario  Court of Justice on behalf of CanAir's
creditors sold the remaining five Convair 280 aircraft owned by CanAir,  as well
as all of CanAir's other assets,  including spare parts and accounts receivable.
The proceeds of the sale are being distributed to CanAir's creditors,  including
the GECAS Parties.  The receiver has distributed to the GECAS Parties a total of
1,076,116 Canadian Dollars  (approximately  $741,700 U.S. Dollars) in respect of
the GECAS  Parties'  claims  against  CanAir.  Of this amount,  91,469  Canadian
Dollars  (approximately  $61,513  U.S.  Dollars)  have  been  allocated  to  the
Partnership  based  on its pro  rata  share  of the  total  claims.  Of the sale
proceeds,  approximately 600,000 Canadian Dollars  (approximately  $384,608 U.S.
Dollars  converted as of March 27, 2001)  remain to be  distributed  to CanAir's
creditors by the receiver,  subject to a final court order as to the  priorities
of  CanAir's  creditors  under  the  receivership  order and  Canada's  Personal
Property Security Act (Ontario).

On February 15, 2000,  the  Partnership  received the  settlement  of $61,513 in
connection with the CanAir Bankruptcy Settlement,  which is comprised of amounts
received for rents,  maintenance  reserve  obligations and accrued  interest.  A
portion of the proceeds was treated as a recovery of previously  reserved  rents
receivable.  The  allowance  for credit  losses of $30,365 was  reversed  and is
included in "Lessee Settlement" in the statement of operations.

Prior to the end of the third quarter of 2001 or shortly  thereafter,  CanAir is
expected   to  pay  the   approximate   amount  of  600,000   Canadian   Dollars
(approximately  $384,608 U.S.  Dollars  converted as of March 27, 2001) to those
creditors entitled to relief, and an amount to be determined will be paid to the
Partnership.

                                       4



Other Proceedings - Part III, Item 10 discusses certain other actions which have
been filed  against  the  general  partner in  connection  with  certain  public
offerings,  including that of the Partnership. The Partnership is not a party to
these actions.


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

None.



                                       5


                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder
         Matters

a)       Polaris  Aircraft Income Fund I's (PAIF-I or the  Partnership)  Limited
         Partnership interests (Units) are not publicly traded.  Currently there
         is no formal  market for  PAIF-I's  Units and it is  unlikely  that any
         market will develop.

b)       Number of Security Holders:

                                                    Number of Record Holders
         Title of Class                             as of December 31, 2000
         ------------------                      -----------------------------

         Limited Partnership Interest:                         6,102

         General Partnership Interest:                           1

c)       Dividends:

         Distributions   of  cash  from   operations   commenced  in  1987.  The
         Partnership made cash distributions to Limited Partners of $843,645 and
         $2,488,753,  or $5.00 and $14.75 per  Limited  Partnership  unit during
         2000 and 1999, respectively.



                                       6



Item 6.  Selected Financial Data



                                            For the years ended December 31,
                                            --------------------------------

                                 2000        1999         1998         1997        1996
                                 ----        ----         ----         ----        ----

                                                                
Revenues                    $   475,931  $   764,665  $ 1,464,953 $  3,643,495 $  2,781,212

Net Income (Loss)               272,372      600,019    1,304,160    3,188,131     (591,415)

Net Income (Loss)
  allocated to Limited
  Partners                      264,054      594,019    1,053,059    1,341,903     (838,569)

Net Income (Loss) per
  Limited Partnership Unit         1.57         3.52         6.24         7.95        (4.97)

Cash Distributions per
  Limited Partnership
  Unit                             5.00        14.75         8.00        44.25        15.00

Amount of Cash
  Distributions Included
  Above Representing
  a Return of Capital on
  a Generally Accepted
  Accounting Principle
  Basis per Limited
  Partnership Unit                 5.00        14.75         8.00        44.25        15.00

Total Assets                  3,334,081    5,090,421    7,361,736    7,366,511   14,254,000

Partners' Capital             2,289,790    2,954,801    5,120,063    5,315,716   10,423,428




                                       7


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

At December 31, 2000,  Polaris  Aircraft Income Fund I (the  Partnership)  owned
three JT8D-9A engines and certain inventoried aircraft parts, which includes one
engine,  out of its original  portfolio of eleven aircraft.  None of the engines
are Stage 3 compliant (see Item 7 "Industry Update - Aircraft Noise"). The three
JT8D-9A  engines  were  leased to Royal  Aviation  and were  redelivered  to the
Partnership on September 7, 2000. In addition, the Partnership  transferred four
aircraft  to  aircraft  inventory  during  1992 and 1993.  These  aircraft  were
disassembled  for  sale of  their  component  parts.  The  Partnership  sold its
remaining  inventory of aircraft parts from the four disassembled  aircraft,  to
Soundair, Inc., in 1998. Additionally,  one of two engines held in inventory was
sold to Quantum  Aviation  Limited during 1998. Two engines  formerly  leased to
Viscount,  were returned to the Partnership in 1996 and were sold in March 1997.
One additional engine was sold to Viscount during 1995. The Partnership has sold
six aircraft and one airframe  from its original  aircraft  portfolio:  a Boeing
737-200  Convertible  Freighter in 1990, a McDonnell  Douglas DC-9-10 in 1992, a
Boeing 737-200 in 1993, the airframe from a Boeing 737-200  aircraft in 1995 and
three Boeing 737-200 aircraft in 1997.


Remarketing Update

Polaris  Investment  Management   Corporation  (the  General  Partner  or  PIMC)
evaluates,  from  time  to  time,  whether  the  investment  objectives  of  the
Partnership are better served by continuing to hold the Partnership's  remaining
portfolio of engines or marketing such engines for sale. This  evaluation  takes
into account the current and potential  earnings of the engines,  the conditions
in the markets for lease and sale and future  outlook for such markets,  and the
tax  consequences  of selling rather than  continuing to lease the engines.  The
Partnership  has made the engines  along with the  remaining  inventory of spare
parts available for sale,  such that all the assets of the  Partnership  will be
liquidated and a final distribution made thereafter.


Partnership Operations

The  Partnership  reported net income of $272,372,  $600,019,  and $1,304,160 or
$1.57,  $3.52,  and  $6.24 per  Limited  Partnership  unit for the  years  ended
December 31, 2000, 1999, and 1998, respectively.  Operating results decreased in
2000 as  compared  to 1999  primarily  due to a  decrease  in rent and  interest
revenues,  an increase in administration  and operating  expenses,  as well as a
gain on the sale of aircraft inventory  recognized in 1999,  partially offset by
decreased  management  fees,   decreased   depreciation  expense  and  a  lessee
settlement  received in 2000.  The  decrease in  operating  results in 1999,  as
compared to 1998, was primarily due to a decrease in interest, sales of aircraft
inventory and lessee  settlement  and other income,  related to the JetFleet and
Braniff Bankruptcies.

Rent from  operating  leases  decreased  in 2000 as  compared to 1999 due to the
expiration of the engine leases to Royal Aviation in August 2000.

Interest income further  decreased in 2000 as compared to 1999 due to a decrease
in the cash  reserves due to  distributions  as well as lower  rental  income in
connection with the expiration of the engine leases to Royal Aviation.  Interest
income  decreased in 1999 as compared to 1998 primarily due to a decrease in the
cash reserves due to distributions over the same period.

Gain on sale of aircraft  inventory  decreased  in 2000 as compared to 1999 as a
result of a $206,099 gain on the sale of aircraft  inventory in 1999. There were
no such sales in 2000.

Lessee settlements  increased in 2000 as compared to 1999 due to a settlement in
the CanAir  bankruptcy  proceedings in February  2000, of which the  Partnership
received $61,513.

                                       8



Operating expenses increased in 2000 as compared to 1999 as a result of shipping
and  inspection  fees paid in  connection  with the return of the three  JT8D-9A
engines to the Partnership.

Administration  expenses  increased in 2000 as compared to 1999 primarily due to
an increase in printing and postage costs and consulting fees.


Liquidity and Cash Distributions

Liquidity - The  Partnership  received  maintenance  reserve  payments  from its
lessee that may be  reimbursed  to the lessee or applied  against  certain costs
incurred by the Partnership for maintenance work performed on the  Partnership's
engines,  as specified in the leases.  Maintenance reserve balances remaining at
the  termination of the lease,  if any, may be used by the Partnership to offset
required  maintenance  expenses or  recognized as revenue.  The net  maintenance
reserves  balances  aggregate  $631,316 as of  December  31,  2000.  Two engines
underwent a maintenance  event which resulted in a reimbursements  to the lessee
totaling $1,341,702 during 2000. Additionally,  as a result of the expiration of
the engine lease to Royal Aviation,  the Partnership returned a $45,000 security
deposit during 2000.

The Partnership received payments of $206,099 and $162,454  respectively in 1999
and 1998 from the sale of parts from the four disassembled  aircraft.  There was
no such sale in 2000. This includes the sale of remaining  inventory of aircraft
parts from the four disassembled aircraft to Soundair in 1998 for $100,000.

PIMC has  determined  that the  Partnership  maintain cash reserves as a prudent
measure to insure that the  Partnership  has available funds for the remarketing
of the  engines  returned  from  Royal  Aviation  and for  other  contingencies,
including  expenses of the Partnership.  The Partnership's cash reserves will be
monitored  and may be revised from time to time as further  information  becomes
available in the future.

Cash  Distributions - Cash  distributions  to Limited Partners during 2000, 1999
and  1998  were  $843,645,   $2,488,753  and  $1,349,832,   respectively.   Cash
distributions per Limited  Partnership unit were $5.00,  $14.75 and $8.00 during
2000,  1999 and 1998,  respectively.  The  timing  and  amount of the final cash
distribution to partners is not yet known and will depend upon the Partnership's
future cash  requirements,  including  proceeds from the sale of the engines and
inventory of spare parts.


Sale of Inventory

In November 1998, the Partnership  sold one of two engines held in inventory for
net  proceeds  of  $290,000  to  Quantum  Aviation  Limited  (Quantum).  It  was
anticipated that the second engine would be sold to Quantum.  However, that sale
did not occur,  and the Partnership  continues to re-market the remaining engine
along with the other  inventory of spare parts,  and the three engines  returned
from Royal Aviation.

Viscount Restructuring Agreement and Default

On January 24, 1996,  Viscount filed a petition for protection  under Chapter 11
of the United States  Bankruptcy Code in the United States  Bankruptcy  Court in
Tucson,  Arizona.  In April 1996,  GECAS,  on behalf of the  Partnership,  First
Security Bank,  National  Association  (formerly known as First Security Bank of
Utah,  National  Association)  (FSB), the owner/trustee  under the Partnership's
leases with Viscount (the Leases),  Viscount,  certain  guarantors of Viscount's
indebtedness  and  others  executed  in April  1996 a  Compromise  of Claims and
Stipulation  under  Section  1110 of the  Bankruptcy  Code (the  Compromise  and

                                       9


Stipulation),  which was subsequently  approved by the Bankruptcy  Court.  Among
other things,  the  Compromise and  Stipulation  provided that in the event that
Viscount  failed to promptly and timely perform its monetary  obligations  under
the Leases and the  Compromise  and  Stipulation,  without  further order of the
Bankruptcy  Court,  GECAS  would be  entitled  to  immediate  possession  of the
aircraft for which  Viscount  failed to perform and Viscount  would deliver such
aircraft and all records related thereto to GECAS.

Viscount   defaulted  on  and  was  unable  to  cure  its  September  1996  rent
obligations. However, Viscount took the position that it was entitled to certain
offsets and asserted  defenses to the September rent  obligations.  On September
18, 1996,  GECAS (on behalf of the  Partnership and other entities) and Viscount
entered into a Stipulation and Agreement by which Viscount agreed to voluntarily
return all of the  Partnership's  aircraft and engines,  turn over possession of
the majority of its aircraft  parts  inventory,  and cooperate with GECAS in the
transition of aircraft  equipment and maintenance,  in exchange for which,  upon
Bankruptcy  Court approval of the  Stipulation  and Agreement,  the  Partnership
would waive its right to pre- and  post-petition  claims  against  Viscount  for
amounts due and unpaid.

The  Stipulation  and  Agreement  provided that upon the return and surrender of
possession of the Partnership's  three airframes and eight engines (two of which
were spare engines), Viscount's rights and interests therein would terminate. As
of October 1, 1996, Viscount had returned (or surrendered  possession of) all of
the Partnership's airframes and engines. One of the returned airframes (together
with one  installed  engine)  was in the  possession  of and being  operated  by
Nations Air. Six of the seven returned engines were in the possession of certain
maintenance  facilities  and  required  maintenance  work  in  order  to be made
operable.  Viscount  returned  the  Partnership's  remaining  airframe  and  one
installed engine on October 1, 1996.  Nations Air returned this airframe and one
installed  engine to the Partnership in February 1997. These three airframes and
six of the engines were sold in 1997.  One of the engines was sold to Quantum in
November 1998.

A  consignment  agreement  has been  entered  into  with a sales  agent  for the
disposal of the spare parts inventory  recovered from Viscount.  Given that many
of the  parts  require  repair/overhaul,  the cost of  which  is not  accurately
determinable in advance,  and the inherent  uncertainty of sales prices for used
spare parts, there remains uncertainty as to whether the Partnership will derive
further  proceeds  from the sale of this  inventory.  The  Partnership  received
$206,099 in 1999 for the sale of consignment inventory.

The Stipulation and Agreement also provided that the Polaris Entities, GECAS and
FSB would release any and all claims  against  Viscount,  Viscount's  bankruptcy
estate, and the property of Viscount's  bankruptcy estate,  effective upon entry
of a final  non-appealable  court order approving the Stipulation and Agreement.
The  Bankruptcy  Court  entered  such an order  approving  the  Stipulation  and
Agreement on October 23, 1996.

As discussed in Note 8, in October 1996,  Viscount's  affiliates,  Rock-It Cargo
USA, Inc. and Riverhorse  Investments,  Inc.,  assumed Viscount's engine finance
sale note to the Partnership as provided under the Compromise and Stipulation.

The Partnership  considers all receivables from Viscount to be uncollectible and
had  written-off,  all  notes,  rents  and  interest  receivable  balances  from
Viscount.  Payments  received  by the  Partnership  from the  sale of the  spare
aircraft  parts (as discussed  above),  if any, will be recorded as revenue when
received.

The Partnership  evaluated the condition of the returned equipment and estimated
that  very  substantial   maintenance  and   refurbishment   costs   aggregating
approximately  $3.2  million  would be  required if the  Partnership  decided to
re-lease  the  returned  aircraft  and  spare  engines.  Alternatively,  if  the
Partnership  decided to sell the returned aircraft and spare engines,  such sale
could be made on an "as is, where is" basis,  without the Partnership  incurring

                                       10


substantial  maintenance  costs.  Based  on  its  evaluation,   the  Partnership
concluded that a sale of the remaining  aircraft and spare engines on an "as is,
where is" basis would  maximize  the  economic  return on this  equipment to the
Partnership. These aircraft were subsequently sold in 1997.


Claims Related to Lessee Defaults

Jet Fleet Bankruptcy - In September 1992, Jet Fleet, former lessee of one of the
Partnership's  aircraft,  defaulted on its  obligations  under the lease for the
Partnership's  aircraft  by  failing to pay  reserve  payments  and to  maintain
required  insurance.  The Partnership  repossessed its Aircraft on September 28,
1992. Thereafter, Jet Fleet filed for bankruptcy protection in the United States
Bankruptcy Court for the Northern District of Texas,  Dallas Division.  On April
13, 1993, the Partnership  filed a proof of claim in the Jet Fleet bankruptcy to
recover its  damages.  The bankrupt  estate was  subsequently  determined  to be
insolvent.

Jet  Fleet's  bankruptcy  proceeding  was  closed  on August  6,  1997,  and the
bankruptcy  proceeding of Jet Fleet International  Airlines,  Inc. was closed on
February 10, 1998.  Distributions from the bankrupt estate have not been made to
the  unsecured  creditors,  and the  Partnership  is not likely to  receive  any
distributions on its Proof of Claim.

The Partnership had been holding  deposits and maintenance  reserves pending the
outcome of the Jet Fleet bankruptcy proceedings.  Consequently,  the Partnership
recognized,  during the first quarter of 1998,  revenue of $92,610 that had been
held  as  deposits  and  maintenance  reserves,  which  is  included  in  lessee
settlement and other income.

Braniff, Inc. (Braniff) Bankruptcy - In September 1989, Braniff filed a petition
under Chapter 11 of the Federal  Bankruptcy Code in the United States Bankruptcy
Court for the Middle  District of Florida,  Orlando  Division.  The  Partnership
filed a proof of claim to recover unpaid rent and other damages,  and a proof of
administrative   claim  to  recover   damages   for   detention   of   aircraft,
non-compliance  with court orders,  post-petition  use of engines and liquidated
damages.  On July 27, 1992, the  Partnership,  Braniff and the Braniff  creditor
committees   entered  into  a  settlement   which  allowed  the  Partnership  an
administrative  claim of approximately  $2,076,923.  The Bankruptcy Court made a
final  disposition of the  Partnership's  claim by permitting the Partnership to
exchange a portion of its unsecured claim for Braniff's right (commonly referred
to as a "Stage 2 Base Level right") under the FAA noise  regulations  to operate
one Stage 2 aircraft and by allowing the  Partnership a net remaining  unsecured
claim of $769,231 in the proceedings.

In May, 1998,  Braniff's  bankrupt estate made a $200,000  payment in respect of
the  unsecured  claims  of the  Partnership  and  other  affiliates  of  Polaris
Investment  Management  Corporation,  of which  $138,462  was  allocated  to the
Partnership  based on its pro rata share of the total  claims.  On  January  20,
1999, Braniff's bankrupt estate made an additional $84,000 payment in respect of
the  unsecured  claims  of the  Partnership  and  other  affiliates  of  Polaris
Investment  Management  Corporation,  of  which  $58,154  was  allocated  to the
Partnership  based on its pro rata share of the total  claims.  On  January  16,
2001,  Braniff's  bankrupt  estate  made a  $110,890  payment  in respect of the
unsecured claims of the Partnership and other  affiliates of Polaris  Management
Corporation,  of which $76,770 was allocated to the Partnership based on its pro
rata share of the total claims.

CanAir Cargo Ltd. (CanAir) Order under the Companies' Creditors  Arrangement Act
of Canada - On July 28,  1997,  CanAir  obtained an order  under the  Companies'
Creditors  Arrangement  Act of Canada (the CCAA Order) from the Ontario Court of

                                       11


Justice,  General  Division.  The  CCAA  Order  restrained  CanAir's  creditors,
including  lessors,  from exercising any rights arising from CanAir's default or
non-performance  of its  obligations  until October 28, 1997 or further order of
the court. CanAir leased three engines from the Partnership, and a total of five
aircraft from Polaris Holding  Company  (Polaris) and General  Electric  Capital
Leasing Canada, Inc. (GECL Canada).  CanAir had defaulted on its July and August
1997 engine rent and maintenance reserve payment obligations to the Partnership.
On August 22, 1997, GE Capital Aviation  Services,  Inc.  (GECAS),  as agent for
Polaris,  GECL Canada and the  Partnership  (collectively,  the GECAS  Parties),
entered into an Aircraft Lease  Purchase  Agreement with Royal Aviation Inc. and
Royal Cargo Inc. for the transfer of CanAir's future lease  obligations to Royal
Aviation Inc.

At December 31,  1999,  CanAir owed the GECAS  Parties a total of  approximately
$1.5 million. Of this amount,  approximately $30,365 was owed to the Partnership
under the engine lease,  exclusive of accrued  interest and maintenance  reserve
payment obligations.

The  receiver  appointed  by the Ontario  Court of Justice on behalf of CanAir's
creditors sold the remaining five Convair 280 aircraft owned by CanAir,  as well
as all of CanAir's other assets,  including spare parts and accounts receivable.
The proceeds of the sale are being distributed to CanAir's creditors,  including
the GECAS Parties.  The receiver has distributed to the GECAS Parties a total of
1,076,116.04 Canadian Dollars  (approximately  $741,700 U.S. Dollars) in respect
of the GECAS Parties'  claims against  CanAir.  Of this amount,  91,469 Canadian
Dollars ($61,513 U.S.  Dollars) have been allocated to the Partnership  based on
its pro rata  share of the total  claims.  Of the sale  proceeds,  approximately
600,000 Canadian Dollars  (approximately  $384,608 U.S. Dollars  converted as of
March 27, 2001) remain to be distributed to CanAir's  creditors by the receiver,
subject to a final court order as to the priorities of CanAir's  creditors under
the receivership order and Canada's Personal Property Security Act (Ontario).

On February 15, 2000,  the  Partnership  received the  settlement  of $61,513 in
connection with the CanAir Bankruptcy Settlement,  which is comprised of amounts
received for rents,  maintenance  reserve  obligations and accrued  interest.  A
portion of the proceeds was treated as a recovery of previously  reserved  rents
receivable.  The  allowance  for credit  losses of $30,365 was  reversed  and is
included in "Lessee Settlement" in the statement of operations.

Prior to the end of the third quarter of 2001 or shortly  thereafter,  CanAir is
expected   to  pay  the   approximate   amount  of  600,000   Canadian   Dollars
(approximately  $384,608 U.S.  Dollars  converted as of March 27, 2001) to those
creditors entitled to relief, and an amount to be determined will be paid to the
Partnership.

Markair, Inc. (Markair) Bankruptcy - As previously reported in the Partnership's
1999 Form 10-K, Markair commenced reorganization proceedings under Chapter 11 of
the United States  Bankruptcy Code in the United States Bankruptcy Court for the
Third  District of Alaska.  On June 11, 1992, the  Partnership  filed a proof of
claim in the case to recover damages for past due rent and for Markair's failure
to meet return conditions with respect to the  Partnership's  aircraft that were
leased by Markair.  In August  1993,  the  Bankruptcy  Court  approved a plan of
reorganization for Markair and a stipulation  allowing the Partnership to retain
the security deposits and maintenance reserves previously posted by Markair, and
an  unsecured  claim  against  Markair for  $445,000.  The  unsecured  claim was
converted to subordinated  debentures  during 1994, and Markair defaulted on its
payment obligations on such debentures. On April 14, 1995, Markair commenced new
reorganization proceedings under Chapter 11 of the United States Bankruptcy Code
in the United  States  Bankruptcy  Court for the Third  District  of Alaska.  On

                                       12


October 25, 1995,  Markair  converted its Chapter 11  reorganization  proceeding
into a proceeding  under Chapter 7 of the United States  Bankruptcy  Code in the
same  court.  The  trustee,  Key Bank of  Washington,  took steps to protect the
interests of the debenture holders, including the Partnership,  by filing proofs
of claim in this  proceeding.  The Partnership has not received any distribution
from the  bankrupt  estate on the proofs of claim.  There have been no  material
developments  with respect to this proceeding  during the period covered by this
report.



                                       13


Industry Update

Maintenance of Aging Aircraft - The process of aircraft  maintenance,  including
engines,  begins at the aircraft  design  stage.  For aircraft  operating  under
Federal Aviation Administration (FAA) regulations,  a review board consisting of
representatives of the manufacturer,  FAA  representatives and operating airline
representatives is responsible for specifying the aircraft's initial maintenance
program.  The  General  Partner  understands  that this  program  is  constantly
reviewed and modified throughout the aircraft's operational life.

The  Partnership's  three  JT8D-9A  engines have been  returned  from lease to a
Canadian  operator.  Pursuant to the lease,  the lessee was required to maintain
such engines during the lease term in accordance with a maintenance program that
satisfied the requirements of the Canadian airworthiness authority.

Aircraft  Noise - Another issue which has affected the airline  industry is that
of aircraft noise levels.  The FAA has categorized  aircraft  according to their
noise  levels.  Stage 1 aircraft,  which have the highest  noise  level,  are no
longer  allowed to operate  from civil  airports in the United  States.  Stage 2
aircraft no longer meet FAA  operational  requirements,  having been  phased-out
under the rules discussed below.  Stage 3 aircraft are the most quiet and is the
standard for all new aircraft.

On September  24, 1991,  the FAA issued final rules on the  phase-out of Stage 2
aircraft by the end of this decade. The key features of the rule include:

         -    Compliance  can be  accomplished  through  a  gradual  process  of
              phase-in  or  phase-out  (see  below)  on  each of  three  interim
              compliance  dates:  December 31, 1994,  1996 and 1998. All Stage 2
              aircraft must be phased out of operations in the contiguous United
              States by December  31, 1999,  with  waivers  available in certain
              specific cases to December 31, 2003.

         -    All operators  have the option of achieving  compliance  through a
              gradual phase-out of Stage 2 aircraft (i.e.,  eliminate 25% of its
              Stage 2 fleet on each of the compliance  dates noted above),  or a
              gradual phase-in of Stage 3 aircraft (i.e., 55%, 65% and 75% of an
              operator's   fleet  must  consist  of  Stage  3  aircraft  by  the
              respective interim compliance dates noted above).

The federal rule does not prohibit  local  airports from issuing more  stringent
phase-out  rules.  In fact,  several local  airports have adopted more stringent
noise  requirements  which restrict the operation of Stage 2 and certain Stage 3
aircraft.

Other  countries  have also adopted  noise  policies.  The  European  Union (EU)
adopted a non-addition  rule in 1989, which directed each member country to pass
the necessary  legislation to prohibit  airlines from adding Stage 2 aircraft to
their fleets after November 1, 1990, with all Stage 2 aircraft phased-out by the
year 2002. The International  Civil Aviation  Organization has also endorsed the
phase-out of Stage 2 aircraft on a world-wide basis by the year 2002.

At December 31, 2000,  the  Partnership's  portfolio  consisted of three Stage 2
engines.  Hushkit  modifications,  which  allow  Stage 2 engines to meet Stage 3
requirements,  are available for the Partnership's  aircraft  engines.  However,
while  technically  feasible,  hushkits may not be cost effective due to the age
and maintenance condition of the engines and the time required to fully amortize
the additional investment.

                                       14



Legislation has been drafted and has been under review by the EU for sometime to
adopt  anti-hushkitting  regulations within member states. The legislation seeks
to ban  hushkitted  aircraft  from being added to member  states  registers  and
preclude  all  operation  of  hushkitted  aircraft  within the EU after  certain
specific  dates.  Due to criticism by the US  Government,  the enactment of this
legislation  has been deferred  twice and it is now uncertain if it will ever be
enacted at this point.  However,  the effect of this proposal has been to reduce
the demand for hushkitted  aircraft  within the EU and its  neighboring  states,
including the former Eastern Block states.

Demand for  Aircraft - At year end 2000,  there  were  approximately  14,678 jet
aircraft  in the world  fleet.  Air travel  continued  to be strong in 2000 with
traffic growth in North America of 7.65%, and Globally  10.66%.  In 2001 traffic
is  projected  to drop to an  estimated  growth  rate of 1-3%  depending  on the
magnitude of an observed slowdown in the US economy. Surging fuel prices in 1999
hit the Gulf War levels  and  continued  throughout  2000.  Airlines  added fuel
surcharge to their tickets,  but unhedged  carriers had lowered  margins despite
the  surcharges.  Alliances  continued  to evolve in 2000 as in 1999 as airlines
aligned themselves with code sharing,  joint pricing,  schedule  integration and
corporate  agreements.  Additionally,  a wave of  consolidation  began in the US
market during 2000.  Regulatory  hurdles  remain before these  transactions  are
completed.  Manufacturers  continue to produce at high  levels  compared to what
demand will require in the future years.  A down cycle appears  imminent,  but a
rebound in traffic  growth or a wave of retirements  could  stabilize the supply
demand situation. Order data for 2000 appears below.

               Number of Orders  Percentage of Total  Percentage of total orders
                                                        between Boeing/Airbus

Airbus               476                26%                      45%
Boeing               587                32%                      55%
RJs                  756                42%
                   -----             -----                    -----
Total              1,819               100%                     100%



                                       15


Item 8.  Financial Statements and Supplementary Data











                         POLARIS AIRCRAFT INCOME FUND I






              FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000 AND 1999


            AND FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


                                TOGETHER WITH THE


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



                                       16



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Partners of
Polaris Aircraft Income Fund I:

We have audited the accompanying  balance sheets of Polaris Aircraft Income Fund
I (a California  limited  partnership) as of December 31, 2000 and 1999, and the
related  statements of operations,  changes in partners'  capital and cash flows
for each of the  three  years in the  period  ended  December  31,  2000.  These
financial  statements  are  the  responsibility  of  the  General  Partner.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 the  General  Partner,  as  well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Polaris Aircraft Income Fund I
as of December 31, 2000 and 1999, and the results of its operations and its cash
flows for each of the three  years in the  period  ended  December  31,  2000 in
conformity with accounting principles generally accepted in the United States.




                                                             ARTHUR ANDERSEN LLP


San Francisco, California,
    January 26, 2001




                                       17




                         POLARIS AIRCRAFT INCOME FUND I

                                 BALANCE SHEETS

                           DECEMBER 31, 2000 AND 1999

                                                           2000          1999
                                                           ----          ----
ASSETS:

CASH AND CASH EQUIVALENTS                               $2,469,034    $4,190,421

RENT AND OTHER RECEIVABLES, net of
  allowance for credit losses of  $-0- in 2000
  and $30,365 in 1999                                         --          30,000

OTHER ASSETS                                                 6,297          --

AIRCRAFT ENGINES, net of  accumulated
  depreciation of $101,250 in 2000 and
  $90,000 in 1999                                          858,750       870,000
                                                        ----------    ----------

       Total Assets                                     $3,334,081    $5,090,421
                                                        ==========    ==========

LIABILITIES AND PARTNERS' CAPITAL :

PAYABLE TO AFFILIATES                                   $   48,904    $   11,216

ACCOUNTS PAYABLE AND ACCRUED
  LIABILITIES                                              364,071       374,689

SECURITY DEPOSITS                                             --          45,000

MAINTENANCE RESERVES                                       631,316     1,704,715
                                                        ----------    ----------

       Total Liabilities                                 1,044,291     2,135,620
                                                        ----------    ----------

PARTNERS' CAPITAL :

  General Partner                                          137,474       222,894
  Limited Partners, 168,729 units
     issued and outstanding                              2,152,316     2,731,907
                                                        ----------    ----------

       Total Partners' Capital                           2,289,790     2,954,801
                                                        ----------    ----------
Total Liabilities and Partners' Capital                 $3,334,081    $5,090,421
                                                        ==========    ==========


        The accompanying notes are an integral part of these statements.

                                       18


                         POLARIS AIRCRAFT INCOME FUND I

                            STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

                                               2000         1999         1998
                                               ----         ----         ----
REVENUES:
  Rent from operating leases                $  240,000   $  360,000   $  360,000
  Interest                                     174,418      198,566      303,203
  Gain on sale of aircraft inventory              --        206,099      452,454
  Lessee settlement and other                   61,513         --        349,296
                                            ----------   ----------   ----------

       Total Revenues                          475,931      764,665    1,464,953
                                            ----------   ----------   ----------

EXPENSES:
  Depreciation                                  11,250       15,000       15,000
  Management fees to General Partner            12,000       18,000       18,000
  Operating                                     36,238         --          3,960
  Administration and other                     144,071      131,646      123,833
                                            ----------   ----------   ----------

       Total Expenses                          203,559      164,646      160,793
                                            ----------   ----------   ----------

NET INCOME                                  $  272,372   $  600,019   $1,304,160
                                            ==========   ==========   ==========

NET INCOME ALLOCATED
  TO THE GENERAL PARTNER                    $    8,318   $    6,000   $  251,101
                                            ==========   ==========   ==========

NET INCOME ALLOCATED
  TO THE LIMITED PARTNERS                   $  264,054   $  594,019   $1,053,059
                                            ==========   ==========   ==========

NET INCOME PER
  LIMITED PARTNERSHIP UNIT                  $     1.57   $     3.52   $     6.24
                                            ==========   ==========   ==========

        The accompanying notes are an integral part of these statements.

                                       19


                         POLARIS AIRCRAFT INCOME FUND I

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


                                          General       Limited
                                          Partner       Partner        Total
                                          -------       -------        -----


Balance, December 31, 1997              $   392,302   $ 4,923,414   $ 5,315,716

    Net income                              251,101     1,053,059     1,304,160

    Cash distributions to partners         (149,981)   (1,349,832)   (1,499,813)
                                        -----------   -----------   -----------

Balance, December 31, 1998                  493,422     4,626,641     5,120,063

    Net income                                6,000       594,019       600,019

    Cash distributions to partners         (276,528)   (2,488,753)   (2,765,281)
                                        -----------   -----------   -----------

Balance, December 31, 1999                  222,894     2,731,907     2,954,801

    Net income                                8,318       264,054       272,372

    Cash distributions to partners          (93,738)     (843,645)     (937,383)
                                        -----------   -----------   -----------

Balance, December 31, 2000              $   137,474   $ 2,152,316   $ 2,289,790
                                        ===========   ===========   ===========

        The accompanying notes are an integral part of these statements.

                                       20




                                   POLARIS AIRCRAFT INCOME FUND I

                                      STATEMENTS OF CASH FLOWS

                        FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

                                                               2000           1999         1998
                                                               ----           ----         ----
                                                                              
OPERATING ACTIVITIES:
  Net income                                               $   272,372   $   600,019   $ 1,304,160
  Adjustments to reconcile net income to
     net cash provided by operating activities:
     Depreciation and amortization                              11,250        15,000        15,000
     Gain on sale of aircraft inventory                           --        (206,099)     (452,454)
     Changes in operating assets and liabilities:
       Decrease (increase)  in rent and other receivables       30,000        28,154       (58,154)
       Increase in other assets                                 (6,297)         --            --
       Increase (decrease) in payable to affiliates             37,688           678       (31,748)
       Increase (decrease) in accounts payable and
         accrued liabilities                                   (10,618)        2,947       (75,080)
       Decrease in security deposits                           (45,000)         --         (50,000)
       Increase (decrease) in maintenance reserves          (1,073,399)     (109,678)      347,706
                                                           -----------   -----------   -----------

         Net cash provided by (used in)
          operating activities                                (784,004)      331,021       999,430
                                                           -----------   -----------   -----------

INVESTING ACTIVITIES:
  Net proceeds from sale of aircraft inventory                    --         206,099       452,454
                                                           -----------   -----------   -----------

         Net cash provided by investing activities                --         206,099       452,454
                                                           -----------   -----------   -----------

FINANCING ACTIVITIES:
  Cash distributions to partners                              (937,383)   (2,765,281)   (1,499,813)
                                                           -----------   -----------   -----------

         Net cash used in financing activities                (937,383)   (2,765,281)   (1,499,813)
                                                           -----------   -----------   -----------

CHANGES IN CASH AND CASH
EQUIVALENTS                                                 (1,721,387)   (2,228,161)      (47,929)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                                          4,190,421     6,418,582     6,466,511
                                                           -----------   -----------   -----------

CASH AND CASH EQUIVALENTS AT
  END OF YEAR                                              $ 2,469,034   $ 4,190,421   $ 6,418,582
                                                           ===========   ===========   ===========



        The accompanying notes are an integral part of these statements.

                                       21


                         POLARIS AIRCRAFT INCOME FUND I

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


1.       Accounting Principles and Policies

Accounting  Method - Polaris Aircraft Income Fund I (PAIF-I or the Partnership),
a California limited partnership, maintains its accounting records, and prepares
its financial statements on the accrual basis of accounting.  The preparation of
financial statements in conformity with accounting principles generally accepted
in  the  United  States  (GAAP)  requires   management  to  make  estimates  and
assumptions that affect reported amounts and related disclosures. Actual results
could differ from those estimates. The most significant estimates with regard to
these  financial  statements are related to the projected cash flows analysis in
determining the fair value of assets.

Cash and Cash  Equivalents - This includes  deposits at banks and investments in
money  market  funds.  Cash and  Cash  Equivalents  are  stated  at cost,  which
approximates fair value.

Aircraft and  Depreciation  - Prior to  disposition,  aircraft  were recorded at
cost, which included  acquisition  costs.  Depreciation to an estimated residual
value was computed using the  straight-line  method over the estimated  economic
life of the aircraft which was originally estimated to be 12 years. Depreciation
in the year of acquisition was calculated based upon the number of days that the
aircraft were in service.  The remaining  aircraft engines are being depreciated
to an  estimated  residual  value  using the  straight  line  method  over their
estimated economic life.

The Partnership periodically reviews the estimated realizability of the residual
values at the  projected  end of each asset's  economic  life.  For any downward
adjustment in estimated  residual  value or decrease in the projected  remaining
economic life, the depreciation  expense over the projected  remaining  economic
life of the asset will be increased.

If the  projected net cash flow for each  aircraft or engine  (projected  rental
revenue, net of management fees, less projected  maintenance costs, if any, plus
the estimated residual value) is less than the carrying value of the aircraft or
engine, an impairment loss is recognized.

The  Partnership  has made  these  engines  available  for sale  along  with the
remaining inventory of spare parts. The Partnership is currently reporting these
assets at the lower of carrying amount or fair value less cost to sell.

Capitalized  Costs - Modification and maintenance  costs which are determined to
increase  the  value or extend  the  useful  life of the  remaining  assets  are
capitalized  and  amortized  using the  straight-line  method over the estimated
useful  life of the  improvement.  These  costs  are also  subject  to  periodic
evaluation for impairment as discussed above.

Aircraft  Inventory - Proceeds  from sales had been  applied  against  inventory
until the book  value was  fully  recovered.  The  remaining  book  value of the
inventory  was  recovered in 1995.  Proceeds in excess of the inventory net book
value are recorded as revenue when received.

Operating Leases - The remaining leases were accounted for as operating  leases.
Operating lease revenues were recognized in equal installments over the terms of
the leases.

Maintenance  Reserves - The Partnership  received  maintenance  reserve payments
from  certain of its  lessees  that may be  reimbursed  to the lessee or applied
against certain costs incurred by the Partnership or lessee for maintenance work
performed on the Partnership's  aircraft or engines, as specified in the leases.

                                       22


Maintenance reserve payments are recognized when received and balances remaining
at the  termination  of the lease,  if any,  may be used by the  Partnership  to
offset required maintenance expenses or recognized as revenue.

Operating  Expenses - Operating  expenses  include  costs  incurred to maintain,
insure,  lease and sell the Partnership's  aircraft,  including costs related to
lessee defaults and costs of disassembling aircraft inventory.

Net Income Per Limited  Partnership  Unit - Net income per  Limited  Partnership
unit is  based  on the  Limited  Partners'  share of net  income,  allocated  in
accordance with the Partnership  Agreement,  and the number of units outstanding
for the years ended December 31, 2000, 1999 and 1998.

Income Taxes - The Partnership  files federal and state  information  income tax
returns only. Taxable income or loss is reportable by the individual partners.

Receivables - The  Partnership  had previously  recorded an allowance for credit
losses  for  certain   impaired  note  and  rents  receivable  as  a  result  of
uncertainties  regarding their  collection as discussed in Note 6 and Note 7. On
February 15, 2000, the Partnership  received an initial settlement of $61,513 in
connection with the CanAir Bankruptcy Settlement,  which is comprised of amounts
received for rents,  maintenance  reserve  obligations and accrued  interest.  A
portion of the proceeds was treated as a recovery of previously  reserved  rents
receivable.  The  allowance  for credit  losses of $30,365 was  reversed  and is
included in "Lessee Settlement" in the statement of operations.


                                                        2000             1999
                                                        ----             ----
Allowance for credit losses,
     beginning of year                                $(30,365)        $(30,365)

Recovery of credit losses                               30,365             --

Allowance for credit losses,                          --------         --------
   end of year                                        $   --           $(30,365)
                                                      ========         ========

New Accounting Pronouncements - In June 1998, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards No. 133 ("SFAS
133"),  "Accounting  for Derivative  Instruments and Hedging  Activities."  This
Statement   establishes   accounting  and  reporting  standards  for  derivative
instruments  and  for  hedging  activities.  It  requires  that  derivatives  be
recognized in the balance sheet at fair value and specifies the  accounting  for
changes in fair value.  In June 1999, the FASB issued SFAS No. 137,  "Accounting
for Derivative Instruments and Hedging Activities-Deferral of the Effective Date
of FASB Statement No. 133," to defer the effective date of SFAS 133 until fiscal
years beginning after June 15, 2000. In June 2000, the FASB issued  Statement of
Financial  Accounting  Standard No. 138 ("SFAS  138"),  "Accounting  for Certain
Derivative  Instruments  and Certain  Hedging  Activities - an Amendment of FASB
Statement No. 133." SFAS 138 amends the  accounting  and reporting  standards of
SFAS 133 for certain derivative instruments and certain hedging activities.  Due
to the fact that the  Partnership  does not utilize any derivative  instruments,
these  pronouncements  are not  expected to have an impact on the  Partnership's
balance sheet or statement of operations.


2.       Organization and the Partnership

The  Partnership  was formed on June 27, 1984 for the purpose of  acquiring  and
leasing  aircraft.   It  will  terminate  no  later  than  December  2010.  Upon
organization,   both  the  General  Partner  and  the  initial  Limited  Partner

                                       23


contributed  $500.  The  offering of Limited  Partnership  units  terminated  on
December 31, 1985, at which time the Partnership had sold 168,729 units of $500,
representing  $84,364,500.  All unit holders were admitted to the Partnership on
or before January 1, 1986.

Polaris Investment  Management  Corporation  (PIMC), the sole General Partner of
the Partnership,  supervises the day-to-day operations of the Partnership.  PIMC
is a wholly-owned  subsidiary of Polaris  Aircraft Leasing  Corporation  (PALC).
Polaris  Holding Company (PHC) is the parent company of PALC.  General  Electric
Capital Corporation (GE Capital), an affiliate of General Electric Company, owns
100% of PHC's  outstanding  common  stock.  PIMC  has  entered  into a  services
agreement  dated as of July 1,  1994 with GE  Capital  Aviation  Services,  Inc.
(GECAS). Allocations to related parties are described in Notes 9 & 10.


3.       Aircraft and Aircraft Engines

At December 31, 2000, the  Partnership  owned three JT8D-9A  engines and certain
inventoried  aircraft parts (as discussed in Note 8), which includes one engine,
out of its  original  portfolio  of eleven used  commercial  jet  aircraft.  The
remaining  leases were net  operating  leases,  requiring the lessees to pay all
operating  expenses  associated  with the  engines  during  the lease  term.  In
addition,   the  leases  required  the  lessees  to  comply  with  Airworthiness
Directives issued by the Federal Aviation Administration and required compliance
during the lease term.  In addition to basic rent,  the lessees  were  generally
required  to pay  supplemental  amounts  based on flight  hours or cycles into a
maintenance  reserve account,  to be used for heavy  maintenance of the engines.
The leases generally state a minimum  acceptable  return condition for which the
lessee is liable under the terms of the lease agreement.

Three  Aircraft  Engines - The  Partnership  leased two engines from an airframe
previously sold and one engine  previously  leased to Viscount,  to CanAir Cargo
Ltd. (CanAir)  beginning in May 1994 for 36 months. The rental rate was variable
based on usage through August 1994.  Beginning in September 1994 through the end
of the lease term in May 1997,  the rental  rate was fixed at $10,000 per engine
per month.  In April 1997,  the engine  lease with CanAir was extended for seven
months at the same lease rate.  CanAir defaulted on its lease obligations to the
Partnership  in July 1997.  In August  1997 the lease was  transferred  to Royal
Aviation  Inc.  and Royal Air  Cargo,  Inc.  (Royal  Air) and the lease term was
extended to August  2000 at the  current  lease rate (see Note 6). On August 31,
2000, the lease for the three JT8D-9A engines to Royal Aviation,  Inc. and Royal
Cargo, Inc. (Royal Aviation) expired.  The engines were returned on September 7,
2000 and security  deposit of $45,000 was refunded to Royal Aviation on November
21, 2000. The Partnership  has made these engines  available for sale along with
the  remaining  inventory  of  spare  parts  such  that  all the  assets  of the
Partnership will be liquidated and a final  distribution  made  thereafter.  The
Partnership  has ceased  depreciating  these assets and is  currently  reporting
these assets at the lower of carrying amount or fair value less cost to sell.

The Partnership periodically reviews the estimated realizability of the residual
values at the projected  end of each  engine's  economic life based on estimated
residual values obtained from independent parties.

The  Partnership's  future  earnings  are  impacted  by the  net  effect  of the
adjustments  to the  carrying  value of the  engines  (which  has the  effect of
decreasing future  depreciation  expense),  and the downward  adjustments to the
estimated   residual   values  (which  has  the  effect  of  increasing   future
depreciation expense).


4.       Sale of Aircraft and Engines

Sale of Aircraft  Inventory - The  Partnership  sold its remaining  inventory of
aircraft parts from the four disassembled  aircraft, to Soundair,  Inc, in 1998.
The total proceeds  received from Soundair  during 1998,  including the proceeds

                                       24


for the sale of the remaining  inventory,  was $162,454 included in gain on sale
of inventory.  During 1999, the  Partnership  received  $206,099 for the sale of
consignment inventory, as discussed in Note 8.

Sale of Engine in Inventory - In November, 1998, the Partnership sold one of two
engines  held in  inventory  for net  proceeds of  $290,000 to Quantum  Aviation
Limited  (Quantum).  The Partnership  continues to remarket the remaining engine
along with the other  inventory  of spare parts and the three  engines  returned
from Royal Aviation.


5.       Disassembly of Aircraft

In an attempt to maximize the economic return from its off-lease  aircraft,  the
Partnership entered into an agreement with Soundair,  Inc. (Soundair) on October
31, 1992, for the disassembly of certain of the  Partnership's  aircraft and the
sale of their component parts.

The Partnership  incurred the cost of disassembly and received the proceeds from
the sale of such  parts,  net of  overhaul  expenses,  and  commissions  paid to
Soundair.

The  Partnership  sold its remaining  inventory of aircraft  parts from the four
disassembled aircraft, to Soundair, Inc., in 1998. The remaining inventory, with
a net carrying value of $-0-, was sold effective  February 1, 1998 for $100,000,
less amounts  previously  received  for sales as of that date.  The net purchase
price of $98,145 was paid in September  1998 and included in the gain on sale of
inventory in the statement of operations.

The  Partnership  received net proceeds  from the sale of aircraft  inventory of
$-0-, $206,099, and $452,454, during 2000, 1999, and 1998, respectively. The net
book value of the aircraft inventory was recovered during 1995. As a result, the
excess  proceeds from the sale of aircraft  inventory have been recorded as gain
on  sale  of  aircraft  inventory  in  the  corresponding  years'  statement  of
operations.


6.       CanAir Default and Transfer of Engine Lease to Royal Aviation

In April 1997, the  Partnership  and CanAir agreed to extend the existing engine
leases for seven months beyond the original lease expiration date of May 1997.

On July 28,  1997,  CanAir  obtained  an order  under the  Companies'  Creditors
Arrangement  Act of Canada (the CCAA  Order) from the Ontario  Court of Justice,
General  Division,  in order to obtain  protection  from its creditors  while it
attempted to develop a plan of reorganization and compromise with its creditors.
The CCAA Order restrained CanAir's creditors, including lessors, from exercising
any rights arising from CanAir's default or  non-performance  of its obligations
until  October  28,  1997 or further  order of the court.  CanAir  leased  three
engines from the Partnership,  and a total of five aircraft from Polaris Holding
Company (PHC) and General Electric  Capital Leasing Canada,  Inc. (GECL Canada).
CanAir had  defaulted  on its July and August 1997  engine rent and  maintenance
reserve payment  obligations to the Partnership.  On August 22, 1997, GE Capital
Aviation  Services,  Inc.  (GECAS)  as  agent  for  PHC,  GECL  Canada  and  the
Partnership  (together,  the GECAS  Parties),  entered  into an  Aircraft  Lease
Purchase  Agreement  with Royal  Aviation  Inc.  and Royal  Cargo  Inc.  for the
transfer of CanAir's  future lease  obligations  to Royal  Aviation Inc.  (Royal
Aviation).  Pursuant to this agreement, the leases were extended to August, 2000
at the same  lease  rate and the  Partnership  received  a  security  deposit of
$45,000 from Royal Aviation. On August 31, 2000, the lease for the three JT8D-9A
engines to Royal Aviation expired.  The engines were redelivered on September 7,
2000 and security  deposit of $45,000 was refunded to Royal Aviation on November
21, 2000. The Partnership  has made these engines  available for sale along with
the  remaining  inventory  of  spare  parts  such  that  all the  assets  of the
Partnership will be liquidated and a final  distribution  made  thereafter.  The
Partnership is currently  reporting these assets at the lower of carrying amount
or fair value less cost to sell.

                                       25



At December 31,  1999,  CanAir owed the GECAS  Parties a total of  approximately
$1.5 million. Of this amount,  approximately $30,365 was owed to the Partnership
under the engine lease,  exclusive of accrued  interest and maintenance  reserve
payment obligations.

On February 15, 2000,  the  Partnership  received the  settlement  of $61,513 in
connection with the CanAir Bankruptcy Settlement,  which is comprised of amounts
received for rents,  maintenance  reserve  obligations and accrued  interest.  A
portion of the proceeds was treated as a recovery of previously  reserved  rents
receivable.  The  allowance  for credit  losses of $30,365 was  reversed  and is
included in "Lessee Settlement" in the statement of operations.

Prior to the end of the third quarter of 2001 or shortly  thereafter,  CanAir is
expected   to  pay  the   approximate   amount  of  600,000   Canadian   Dollars
(approximately  $384,608 U.S.  Dollars  converted as of March 27, 2001) to those
creditors entitled to relief, and an amount to be determined will be paid to the
Partnership.


7.       Claims Related to Lessee Defaults

Jet Fleet Bankruptcy - In September 1992, Jet Fleet, former lessee of one of the
Partnership's  aircraft,  defaulted on its  obligations  under the lease for the
Partnership's  aircraft  by  failing to pay  reserve  payments  and to  maintain
required  insurance.  The Partnership  repossessed its Aircraft on September 28,
1992. Thereafter, Jet Fleet filed for bankruptcy protection in the United States
Bankruptcy Court for the Northern District of Texas,  Dallas Division.  On April
13, 1993, the Partnership  filed a proof of claim in the Jet Fleet bankruptcy to
recover its  damages.  The bankrupt  estate was  subsequently  determined  to be
insolvent.  The  bankruptcy  proceeding of Jet Fleet  Corporation  was closed on
August  6,  1997,  and the  bankruptcy  proceeding  of Jet  Fleet  International
Airlines, Inc. was closed on February 10, 1998.  Distributions from the bankrupt
estate have not been made to the unsecured creditors, and the Partnership is not
likely to receive any distributions on its Proof of Claim.

The Partnership had been holding  deposits and maintenance  reserves pending the
outcome of the Jet Fleet bankruptcy proceedings.  Consequently,  the Partnership
recognized,  during the first quarter of 1998,  revenue of $92,610 that had been
held  as  deposits  and  maintenance  reserves,  which  is  included  in  lessee
settlement and other income.

Braniff,  Inc.  (Braniff)  Bankruptcy - - In  September  1989,  Braniff  filed a
petition  under Chapter 11 of the Federal  Bankruptcy  Code in the United States
Bankruptcy  Court for the Middle  District of  Florida,  Orlando  Division.  The
Partnership filed a proof of claim to recover unpaid rent and other damages, and
a proof of  administrative  claim to recover  damages for detention of aircraft,
non-compliance  with court orders,  post-petition  use of engines and liquidated
damages.  On July 27, 1992, the  Partnership,  Braniff and the Braniff  creditor
committees   entered  into  a  settlement   which  allowed  the  Partnership  an
administrative  claim of approximately  $2,076,923.  The Bankruptcy Court made a
final  disposition of the  Partnership's  claim by permitting the Partnership to
exchange a portion of its unsecured claim for Braniff's right (commonly referred
to as a "Stage 2 Base Level right") under the FAA noise  regulations  to operate
one Stage 2 aircraft and by allowing the  Partnership a net remaining  unsecured
claim of $769,231 in the proceedings.

In May, 1998,  Braniff's  bankrupt estate made a $200,000  payment in respect of
the  unsecured  claims  of the  Partnership  and  other  affiliates  of  Polaris
Investment  Management  Corporation,  of which  $138,462  was  allocated  to the
Partnership  based on its pro rata  share of the total  claims.  This  amount is
included in Lessee settlement and other income.  On January 20, 1999,  Braniff's

                                       26


bankrupt  estate made an additional  $84,000 payment in respect of the unsecured
claims of the Partnership and other affiliates of Polaris Investment  Management
Corporation,  of which $58,154 was allocated to the Partnership based on its pro
rata share of the total claims. This amount is included in Lessee settlement and
other income.  On January 16, 2001,  Braniff's  bankrupt  estate made a $110,890
payment  in  respect  of the  unsecured  claims  of the  Partnership  and  other
affiliates of Polaris Management Corporation,  of which $76,770 was allocated to
the Partnership based on its pro rata share of the total claims.

CanAir Cargo Ltd. (CanAir) Order under the Companies' Creditors  Arrangement Act
of Canada - On July 28,  1997,  CanAir  obtained an order  under the  Companies'
Creditors  Arrangement  Act of Canada (the CCAA Order) from the Ontario Court of
Justice,  General  Division.  The  CCAA  Order  restrained  CanAir's  creditors,
including  lessors,  from exercising any rights arising from CanAir's default or
non-performance  of its  obligations  until October 28, 1997 or further order of
the court. CanAir leased three engines from the Partnership, and a total of five
aircraft from Polaris Holding  Company  (Polaris) and General  Electric  Capital
Leasing Canada, Inc. (GECL Canada).  CanAir had defaulted on its July and August
1997 engine rent and maintenance reserve payment obligations to the Partnership.
On August 22, 1997, GE Capital Aviation  Services,  Inc.  (GECAS),  as agent for
Polaris,  GECL Canada and the  Partnership  (collectively,  the GECAS  Parties),
entered into an Aircraft Lease  Purchase  Agreement with Royal Aviation Inc. and
Royal Cargo Inc. for the transfer of CanAir's future lease  obligations to Royal
Aviation Inc.

At December 31,  1999,  CanAir owed the GECAS  Parties a total of  approximately
$1.5 million. Of this amount,  approximately $30,365 was owed to the Partnership
under the engine lease,  exclusive of accrued  interest and maintenance  reserve
payment obligations.

The  receiver  appointed  by the Ontario  Court of Justice on behalf of CanAir's
creditors sold the remaining five Convair 280 aircraft owned by CanAir,  as well
as all of CanAir's other assets,  including spare parts and accounts receivable.
The proceeds of the sale are being distributed to CanAir's creditors,  including
the GECAS Parties.  The receiver has distributed to the GECAS Parties a total of
1,076,116.04 Canadian Dollars  (approximately  $741,700 U.S. Dollars) in respect
of the GECAS Parties'  claims against  CanAir.  Of this amount,  91,469 Canadian
Dollars ($61,513 U.S.  Dollars) have been allocated to the Partnership  based on
its pro rata  share of the total  claims.  Of the sale  proceeds,  approximately
600,000 Canadian Dollars  (approximately  $384,068 U.S. Dollars  converted as of
March 27, 2001) remain to be distributed to CanAir's  creditors by the receiver,
subject to a final court order as to the priorities of CanAir's  creditors under
the receivership order and Canada's Personal Property Security Act (Ontario).

On February 15, 2000,  the  Partnership  received the  settlement  of $61,513 in
connection with the CanAir Bankruptcy Settlement,  which is comprised of amounts
received for rents,  maintenance  reserve  obligations and accrued  interest.  A
portion of the proceeds was treated as a recovery of previously  reserved  rents
receivable.  The  allowance  for credit  losses of $30,365 was  reversed  and is
included in "Lessee Settlement" in the statement of operations.

Prior to the end of the third quarter of 2001 or shortly  thereafter,  CanAir is
expected   to  pay  the   approximate   amount  of  600,000   Canadian   Dollars
(approximately  $384,608 U.S.  Dollars  converted as of March 27, 2001) to those
creditors entitled to relief, and an amount to be determined will be paid to the
Partnership.


                                       27



8.       Viscount Restructuring Agreement and Default

On January 24, 1996,  Viscount filed a petition for protection  under Chapter 11
of the United States  Bankruptcy Code in the United States  Bankruptcy  Court in
Tucson,  Arizona.  In April 1996,  GECAS,  on behalf of the  Partnership,  First
Security Bank,  National  Association  (formerly known as First Security Bank of
Utah,  National  Association)  (FSB), the owner/trustee  under the Partnership's
leases with Viscount (the Leases),  Viscount,  certain  guarantors of Viscount's
indebtedness  and  others  executed  in April  1996 a  Compromise  of Claims and
Stipulation  under  Section  1110 of the  Bankruptcy  Code (the  Compromise  and
Stipulation),  which was  subsequently  approved by the  Bankruptcy  Court.  The
Compromise and  Stipulation  provided that in the event that Viscount  failed to
promptly and timely  perform its monetary  obligations  under the Leases and the
Compromise and Stipulation, without further order of the Bankruptcy Court, GECAS
would be entitled to immediate  possession  of the  aircraft for which  Viscount
failed to perform and  Viscount  would  deliver  such  aircraft  and all records
related thereto to GECAS.

Viscount   defaulted  on  and  was  unable  to  cure  its  September  1996  rent
obligations. However, Viscount took the position that it was entitled to certain
offsets and asserted  defenses to the September rent  obligations.  On September
18, 1996,  GECAS (on behalf of the  Partnership and other entities) and Viscount
entered into a Stipulation and Agreement by which Viscount agreed to voluntarily
return all of the  Partnership's  aircraft and engines,  turn over possession of
the majority of its aircraft  parts  inventory,  and cooperate with GECAS in the
transition of aircraft  equipment and maintenance,  in exchange for which,  upon
Bankruptcy  Court approval of the  Stipulation  and Agreement,  the  Partnership
would waive its right to pre- and  post-petition  claims  against  Viscount  for
amounts due and unpaid.

The  Stipulation  and  Agreement  provided that upon the return and surrender of
possession of the Partnership's  three airframes and eight engines (two of which
were spare engines), Viscount's rights and interests therein would terminate. As
of October 1, 1996, Viscount had returned (or surrendered  possession of) all of
the Partnership's airframes and engines. One of the returned airframes (together
with one installed engine) was in the possession of and operated by Nations Air.
Six of the seven returned engines were in the possession of certain  maintenance
facilities and required maintenance work in order to be made operable.  Viscount
returned  the  Partnership's  remaining  airframe  and one  installed  engine on
October 1, 1996.  Nations Air returned this airframe and one installed engine to
the  Partnership in February 1997.  These three airframes and six of the engines
were sold in 1997. One of the engines was sold to Quantum in November 1998.

A  consignment  agreement  has been  entered  into  with a sales  agent  for the
disposal of the spare parts inventory  recovered from Viscount.  Given that many
of the  parts  require  repair/overhaul,  the cost of  which  is not  accurately
determinable in advance,  and the inherent  uncertainty of sales prices for used
spare parts, there remains uncertainty as to whether the Partnership will derive
further  proceeds  from the sale of this  inventory.  The  Partnership  received
$206,099 in 1999 for the sale of consignment inventory.

The Stipulation and Agreement also provides that the Polaris Entities, GECAS and
FSB shall release any and all claims  against  Viscount,  Viscount's  bankruptcy
estate, and the property of Viscount's  bankruptcy estate,  effective upon entry
of a final  non-appealable  court order approving the Stipulation and Agreement.
The  Bankruptcy  Court  entered  such an order  approving  the  Stipulation  and
Agreement on October 23, 1996.

In October 1996, Viscount's  affiliates,  Rock-It Cargo USA, Inc. and Riverhorse
Investments,   Inc.,   assumed  Viscount's  engine  finance  sale  note  to  the
Partnership as provided under the Compromise and Stipulation.

The Partnership  considers all receivables from Viscount to be uncollectible and
had  written-off,  all  notes,  rents  and  interest  receivable  balances  from
Viscount.  Payments  received  by the  Partnership  from the  sale of the  spare
aircraft  parts (as discussed  above),  if any, will be recorded as revenue when
received.

                                       28



The Partnership  evaluated the condition of the returned equipment and estimated
that  very  substantial   maintenance  and   refurbishment   costs   aggregating
approximately  $3.2  million  would be  required if the  Partnership  decided to
re-lease  the  returned  aircraft  and  spare  engines.  Alternatively,  if  the
Partnership  decided to sell the returned aircraft and spare engines,  such sale
could be made on an "as is, where is" basis,  without the Partnership  incurring
substantial  maintenance  costs.  Based  on  its  evaluation,   the  Partnership
concluded that a sale of the remaining  aircraft and spare engines on an "as is,
where is" basis would  maximize  the  economic  return on this  equipment to the
Partnership. These aircraft were subsequently sold in 1997.


9.       Related Parties

Under the Limited Partnership Agreement (Partnership Agreement), the Partnership
paid or agreed to pay the  following  amounts to PIMC and/or its  affiliates  in
connection with services rendered:

     a.  An aircraft  management  fee equal to 5% of gross rental  revenues with
         respect to operating leases of the Partnership, payable upon receipt of
         the rent. In 2000, 1999 and 1998, the Partnership  paid management fees
         to PIMC of $15,018, $18,000, and $16,935, respectively. Management fees
         payable to PIMC at December 31, 2000 and 1999 were $-0- and $3,018.

     b.  Reimbursement of certain out-of-pocket  expenses incurred in connection
         with the management of the  Partnership  and its assets.  In 2000, 1999
         and 1998,  $158,083,  $155,970,  and $171,930  were  reimbursed  by the
         Partnership  to  PIMC  for  administrative   expenses.   Administrative
         reimbursements  of $12,667 and $8,198 were  payable to PIMC at December
         31, 2000 and 1999, respectively. Partnership reimbursements to PIMC for
         maintenance and remarketing costs of $1,341,702,  $200, and $3,590 were
         paid in 2000, 1999, and 1998, respectively. Maintenance and remarketing
         reimbursements of $36,237 and $-0- were payable to PIMC at December 31,
         2000 and 1999, respectively.

     c.  A 10% interest to PIMC in all cash  distributions  and sales  proceeds,
         gross income in an amount equal to 9.09% of distributed  cash available
         from  operations  and 1% of net  income or loss and  taxable  income or
         loss, as such terms are defined in the Partnership Agreement. After the
         Partnership  has sold or disposed of aircraft  representing  50% of the
         total  aircraft  cost,  gains  from the sale or  other  disposition  of
         aircraft are  generally  allocated  first to the General  Partner until
         such time that the General  Partner's  capital  account is equal to the
         amount to be  distributed  to the General  Partner from the proceeds of
         such sale or disposition.

     d.  A subordinated  sales commission to PIMC of 3% of the gross sales price
         of  each  aircraft  for  services   performed  upon   disposition   and
         reimbursement  of  out-of-pocket   and  other   disposition   expenses.
         Subordinated sales commissions will be paid only after Limited Partners
         have  received  distributions  in an  aggregate  amount  equal to their
         capital  contributions  plus a cumulative  non-compounded  8% per annum
         return on their  adjusted  capital  contributions,  as  defined  in the
         Partnership  Agreement.  The  Partnership did not pay or accrue a sales
         commission  on any  aircraft  sales to date as the above  subordination
         threshold has not been met.

     e.  In the event that, immediately prior to the dissolution and termination
         of the Partnership, the General Partner shall have a deficit balance in
         its  tax  basis  capital  account,   then  the  General  Partner  shall
         contribute in cash to the capital of the Partnership an amount which is
         equal to such deficit (see Note 10).


                                       29


10.      Partners' Capital

The Partnership  Agreement (the Agreement) stipulates different methods by which
revenue,  income  and  loss  from  operations  and  gain or loss on the  sale of
aircraft  are to be allocated  to the General  Partner and the Limited  Partners
(see Note 9). Such  allocations are made using income or loss  calculated  under
GAAP for book purposes,  which,  as more fully described in Note 12, varies from
income or loss calculated for tax purposes.

Cash  available  for  distributions,  including  the  proceeds  from the sale of
aircraft,  are  distributed  10% to the  General  Partner and 90% to the Limited
Partners.

The different methods of allocating items of income, loss and cash available for
distribution  combined with the calculation of items of income and loss for book
and  tax  purposes  result  in  book  basis  capital   accounts  that  may  vary
significantly  from tax basis capital  accounts.  The ultimate  liquidation  and
distribution  of remaining cash will be based on the tax basis capital  accounts
following liquidation, in accordance with the Agreement.

Had all the assets of the  Partnership  been  liquidated at December 31, 2000 at
the current  carrying  value,  the tax basis capital  (deficit)  accounts of the
General  Partner and the Limited  Partners is estimated to be  $(1,318,712)  and
$16,855,063, respectively.


11.      Income Taxes

Federal and state  income tax  regulations  provide  that taxes on the income or
loss of the  Partnership  are  reportable  by the  partners in their  individual
income tax returns.  Accordingly,  no provision  for such taxes has been made in
the accompanying financial statements.


The net  differences  between  the tax basis  and the  reported  amounts  of the
Partnership's  assets  and  liabilities  at  December  31,  2000 and 1999 are as
follows:

                            Reported Amounts     Tax Basis      Net Difference
                            ----------------     ---------      --------------

2000:    Assets              $  3,334,081      $ 15,949,326     $(12,615,245)
         Liabilities            1,044,291           412,975          631,316

1999:    Assets              $  5,090,421      $ 16,463,103     $(11,372,682)
         Liabilities            2,135,620         2,126,476            9,144



12.      Reconciliation of Book Net Income to Taxable Net Income (Loss)

The  following  is a  reconciliation  between  net  income  (loss)  per  Limited
Partnership  unit  reflected in the  financial  statements  and the  information
provided to Limited Partners for federal income tax purposes:

                                       30



                                                For the years ended December 31,
                                                --------------------------------

                                                   2000       1999       1998
                                                   ----       ----       ----

Book net income per Limited Partnership unit     $  1.57    $  3.52    $  6.24
Adjustments for tax purposes represent
   differences between book and tax revenue
   and expenses:
     Rental and maintenance reserve revenue
       recognition                                  1.74       1.95       2.04
     Depreciation                                  (0.58)     (0.11)       -
     Gain or loss on sale of aircraft or
       inventory                                   (0.47)     (1.48)     (0.29)
   Other revenue and expense items                 (0.17)       -          -
                                                 -------     ------     ------

Taxable net income per Limited Partnership unit  $  2.09    $  3.88    $  7.99
                                                 =======    =======    =======

The differences between net income and loss for book purposes and net income and
loss for tax purposes  result from the temporary  differences of certain revenue
and deductions.

For book purposes, rental revenue is generally recorded as it is earned. For tax
purposes,  certain  temporary  differences  exist in the recognition of revenue.
Increases  in  the  Partnership's   book  maintenance   reserve  liability  were
recognized  as  rental  revenue  for  tax  purposes.   Disbursements   from  the
Partnership's  book  maintenance  reserves are  capitalized  or expensed for tax
purposes, as appropriate.

The  Partnership  computes  depreciation  using  the  straight-line  method  for
financial  reporting  purposes  and  generally  an  accelerated  method  for tax
purposes.  These  differences  in  depreciation  methods  result  in book to tax
differences on the sale of aircraft. In addition, certain costs were capitalized
for tax purposes and expensed for book purposes.


13.      Subsequent Events

Cash  Distributions  - The Partnership  made a cash  distribution of $843,645 or
$5.00 per Limited  Partnership  unit,  to Limited  Partners,  and $93,738 to the
General Partner on January 14, 2001.


                                       31



Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

None.



                                       32


                                    PART III

Item 10. Directors and Executive Officers of the Registrant

Polaris  Aircraft Income Fund I (PAIF-I or the  Partnership) has no directors or
officers. Polaris Holding Company (PHC) and its subsidiaries,  including Polaris
Aircraft  Leasing   Corporation   (PALC)  and  Polaris   Investment   Management
Corporation  (PIMC),  the  General  Partner  of  the  Partnership  (collectively
Polaris),   restructured   their   operations   and   businesses   (the  Polaris
Restructuring)  in 1994. In connection  therewith,  PIMC entered into a services
agreement  dated as of July 1, 1994 (the  Services  Agreement)  with GE  Capital
Aviation Services,  Inc. (GECAS), a Delaware corporation which is a wholly owned
subsidiary of General Electric Capital  Corporation,  a New York corporation (GE
Capital).  GE Capital has been PHC's parent company since 1986. As  subsidiaries
of GE Capital, GECAS and PIMC are affiliates.

The officers and directors of PIMC are:

                      Name                               PIMC  Title
         ---------------------------        ------------------------------------

         Edwin  Forti                       President; Director
         Keith Helming                      Chief Financial Officer
         Melissa Hodes                      Vice President; Director
         Norman C. T. Liu                   Vice President; Director
         Ray Warman                         Secretary
         Robert W. Dillon                   Assistant Secretary

Substantially all of these management personnel will devote only such portion of
their  time  to the  business  and  affairs  of  PIMC  as  deemed  necessary  or
appropriate.

Mr. Forti,  50, assumed the position of President and Director of PIMC effective
May 19, 2000.  Mr. Forti holds the position of Senior Vice  President and Acting
Chief Risk Manager of GECAS,  having previously held the position of Senior Vice
President and Manager - Structured  Finance  Risk.  Prior to joining  GECAS,  Mr
Forti was the Senior Risk Manager with GE Capital Global Risk Management.  Prior
to that, Mr. Forti held various positions with Chemical Bank.

Mr.  Helming,  42,  assumed  the  position  of Chief  Financial  Officer of PIMC
effective  October  1,  2000.  Mr.  Helming  presently  holds the  positions  of
Executive Vice President and Chief Financial  Officer of GECAS.  Mr. Helming has
been with General Electric  Company (GE) and its subsidiaries  since 1981. Prior
to joining GECAS,  Mr. Helming served as the Senior Vice President of Finance at
GE Capital Fleet Services for three years.  Prior to that, Mr. Helming was Chief
Financial Officer for GE Capital Global Consumer Finance U.K.

Ms. Hodes,  35, assumed the position of Director of PIMC effective May 19, 2000.
Ms.  Hodes  presently  holds the  position of Senior Vice  President,  Financial
Planning and Analysis  for GECAS.  Ms. Hodes has been with the General  Electric
Company (GE) and its subsidiaries  since 1987. Prior to joining GECAS, Ms. Hodes
held various financial  management  positions with GE Capital Card Services,  GE
Audit Staff and GE Power Systems.

Mr. Liu, 43,  assumed the position of Vice  President of PIMC  effective  May 1,
1995 and Director of PIMC effective  July 31, 1995. Mr. Liu presently  holds the
position of  Executive  Vice  President - Marketing  and  Structured  Finance of
GECAS, having previously held the position of Executive Vice President - Capital
Funding and Portfolio  Management of GECAS.  Prior to joining GECAS, Mr. Liu was
with General Electric Capital Corporation for nine years. He has held management

                                       33


positions in corporate Business  Development and in Syndications and Leasing for
TIFC.  Mr. Liu  previously  held the  position of  managing  director of Kidder,
Peabody & Co., Incorporated.

Mr. Warman,  52,  assumed the position of Secretary of PIMC effective  March 23,
1998.  Mr.  Warman has served as a GECAS  Senior Vice  President  and  Associate
General  Counsel since March 1996, and for 13 years  theretofore  was a partner,
with an air-finance  and corporate  practice of the national law firm of Morgan,
Lewis & Bockius LLP.

Mr.  Dillon,  59,  held the  position  of Vice  President  - Aviation  Legal and
Insurance  Affairs,  from April 1989 to October 1997.  Previously,  he served as
General Counsel of PIMC and PALC effective January 1986. Effective July 1, 1994,
Mr.  Dillon  assumed the position of Assistant  Secretary  of PIMC.  Mr.  Dillon
presently  holds the position of Senior Vice  President  and  Associate  General
Counsel of GECAS.


Certain Legal Proceedings:

On or around  September  27, 1995, a complaint  entitled  Martha J.  Harrison v.
General Electric Company,  et. al. was filed in the Civil District Court for the
Parish of Orleans, State of Louisiana. The complaint names as defendants General
Electric Company and Prudential Securities Incorporated.  The Partnership is not
named as a defendant in this action. Plaintiff alleges claims of tort, breach of
fiduciary duty in tort,  contract and  quasi-contract,  violation of sections of
the Louisiana Blue Sky Law and violation of the Louisiana  Civil Code concerning
the inducement and solicitation of purchases  arising out of the public offering
of Polaris  Aircraft  Income  Fund IV.  Plaintiff  seeks  compensatory  damages,
attorney's fees, interest, costs and general relief.

On or around December 8, 1995, a complaint  entitled  Overby,  et al. v. General
Electric Company, et al. was filed in the Civil District Court for the Parish of
Orleans, State of Louisiana.  The complaint names as defendants General Electric
Company and General Electric Capital  Corporation.  The Partnership is not named
as a defendant  in this  action.  Plaintiffs  allege  claims of tort,  breach of
fiduciary duty, in tort, contract and  quasi-contract,  violation of sections of
the  Louisiana  Blue  Sky Law  and  violation  of the  Louisiana  Civil  Code in
connection with the public offering of Polaris Aircraft Income Funds III and IV.
Plaintiffs seek  compensatory  damages,  attorneys'  fees,  interest,  costs and
general relief.

In or around  November  1994,  a  complaint  entitled  Lucy R.  Neeb,  et al. v.
Prudential Securities Incorporated, et al. was filed in the Civil District Court
for the Parish of Orleans, State of Louisiana. The complaint named as defendants
Prudential  Securities,  Incorporated  and Stephen Derby  Gisclair.  On or about
December 20, 1995,  plaintiffs filed a First  Supplemental and Amending Petition
adding as additional  defendants  General  Electric  Company,  General  Electric
Capital  Corporation  and Smith Barney,  Inc. The  Partnership is not named as a
defendant in this action.  Plaintiffs allege claims of tort, breach of fiduciary
duty,  in tort,  contract  and  quasi-contract,  violation  of  sections  of the
Louisiana  Blue Sky Law and violation of the Louisiana  Civil Code in connection
with the public offering of Polaris Aircraft Income Funds III and IV. Plaintiffs
seek compensatory damages, attorneys' fees, interest, costs and general relief.

In or about  January of 1995,  a complaint  entitled  Albert B.  Murphy,  Jr. v.
Prudential  Securities.  Incorporated,  et al.  was filed in the Civil  District
Court for the Parish of Orleans,  State of  Louisiana.  The  complaint  named as
defendants Prudential Securities  Incorporated and Stephen Derby Gisclair. On or
about  January 18,  1996,  plaintiff  filed a First  Supplemental  and  Amending
Petition adding defendants General Electric Company and General Electric Capital
Corporation.  The  Partnership  is not  named  as a  defendant  in this  action.
Plaintiff alleges claims of tort, breach of fiduciary duty in tort, contract and

                                       34


quasi-contract,  violation  of  sections  of the  Louisiana  Blue  Sky  Law  and
violation of the Louisiana  Civil Code in connection with the public offering of
Polaris Aircraft Income Funds III and IV. Plaintiffs seek compensatory  damages,
attorneys' fees, interest, costs and general relief.

On or about January 22, 1996, a complaint entitled Mrs. Rita Chambers, et al. v.
General  Electric  Co.,  et al.  was filed in the Civil  District  Court for the
Parish of Orleans, State of Louisiana. The complaint names as defendants General
Electric Company and General Electric  Capital  Corporation.  The Partnership is
not named as a  defendant  in this  action.  Plaintiffs  allege  claims of tort,
breach of  fiduciary  duty in tort,  contract and  quasi-contract,  violation of
sections of the Louisiana Blue Sky Law and violation of the Louisiana Civil Code
in  connection  with the public  offering  of Polaris  Aircraft  Income Fund IV.
Plaintiffs seek  compensatory  damages,  attorneys'  fees,  interest,  costs and
general relief.

In or  around  December  1994,  a  complaint  entitled  John J.  Jones,  Jr.  v.
Prudential Securities Incorporated, et al. was filed in the Civil District Court
for the Parish of Orleans, State of Louisiana. The complaint named as defendants
Prudential  Securities,  Incorporated  and Stephen Derby  Gisclair.  On or about
March 29, 1996,  plaintiffs  filed a First  Supplemental  and Amending  Petition
adding as additional  defendants  General  Electric Company and General Electric
Capital Corporation. The Partnership is not named as a defendant in this action.
Plaintiff alleges claims of tort, breach of fiduciary duty in tort, contract and
quasi-contract, violation of section of the Louisiana Blue Sky Law and violation
of the Louisiana  Civil Code  concerning  the  inducement  and  solicitation  of
purchases  arising out of the public  offering of Polaris  Aircraft  Income Fund
III. Plaintiff seeks compensatory damages,  attorneys' fees, interest, costs and
general relief.

On or around  February  16,  1996, a complaint  entitled  Henry Arwe,  et al. v.
General Electric  Company,  et al. was filed in the Civil District Court for the
Parish of Orleans, State of Louisiana. The complaint named as defendants General
Electric Company and General Electric  Capital  Corporation.  The Partnership is
not named as a  defendant  in this  action.  Plaintiffs  allege  claims of tort,
breach of  fiduciary  duty in tort,  contract and  quasi-contract,  violation of
sections of the Louisiana Blue Sky Law and violation of the Louisiana Civil Code
concerning  the  inducement  and  solicitation  of purchases  arising out of the
public  offering of Polaris  Aircraft  Income Funds III and IV.  Plaintiffs seek
compensatory damages, attorneys' fees, interest, costs and general relief.

On or about May 7, 1996, a petition  entitled  Charles  Rich.  et al. v. General
Electric Company and General Electric Capital Corporation was filed in the Civil
District  Court for the Parish of Orleans,  State of  Louisiana.  The  complaint
names as  defendants  General  Electric  Company  and General  Electric  Capital
Corporation.  The  Partnership  is not  named  as a  defendant  in this  action.
Plaintiffs  allege claims of tort concerning the inducement and  solicitation of
purchases  arising out of the public  offering of Polaris  Aircraft Income Funds
III and IV. Plaintiffs seek  compensatory  damages,  attorneys' fees,  interest,
costs and general relief.

On or about March 4, 1996,  a petition  entitled  Richard J.  McGiven v. General
Electric Company and General Electric Capital Corporation was filed in the Civil
District  Court for the Parish of Orleans,  State of  Louisiana.  The  complaint
names as  defendants  General  Electric  Company  and General  Electric  Capital
Corporation.  The  Partnership  is not  named  as a  defendant  in this  action.
Plaintiff  alleges claims of tort concerning the inducement and  solicitation of

                                       35


purchases  arising out of the public offering of Polaris Aircraft Income Fund V.
Plaintiff seeks  compensatory  damages,  attorneys'  fees,  interest,  costs and
general relief.

On or about March 4, 1996, a petition  entitled Alex M. Wade v. General Electric
Company and General Electric Capital Corporation was filed in the Civil District
Court for the Parish of Orleans,  State of  Louisiana.  The  complaint  names as
defendants  General Electric  Company and General Electric Capital  Corporation.
The  Partnership is not named as a defendant in this action.  Plaintiff  alleges
claims of tort concerning the inducement and  solicitation of purchases  arising
out of the public  offering of Polaris  Aircraft  Income Fund V. Plaintiff seeks
compensatory damages, attorneys' fees, interest, costs and general relief.

Other  Proceedings - Part I, Item 3 discusses  certain other actions arising out
of certain public  offerings,  including that of the Partnership,  to which both
the Partnership and its general partner are parties.


Item 11. Executive Compensation

PAIF-I has no  directors  or  officers.  PAIF-I is managed by PIMC,  the General
Partner.  In  connection  with  management  services  provided,  management  and
advisory fees of $15,018 were paid to PIMC in 2000 in addition to a 10% interest
in all cash  distributions  as described in Note 9 to the  financial  statements
(Item 8).


Item 12. Security Ownership of Certain Beneficial Owners and Management

     a)  No person  owns of record,  or is known by PAIF-I to own  beneficially,
         more than five percent of any class of voting securities of PAIF-I.

     b)  The General  Partner of PAIF-I owns the equity  securities of PAIF-I as
         set forth in the following table:

  Title        Name of               Amount and Nature of                Percent
of Class  Beneficial Owner           Beneficial Ownership               of Class
- --------  ----------------           --------------------               --------

 General   Polaris Investment  Represents a 10.0% interest of all cash     100%
 Partner   Management          distributions, gross income in an
 Interest  Corporation         amount equal to 9.09% of distributed
                               cash available from operations, and a
                               1% interest in net income or loss

     c)  There are no arrangements known to PAIF-I,  including any pledge by any
         person  of  securities  of  PAIF-I,  the  operation  of which  may at a
         subsequent date result in a change in control of PAIF-I.


Item 13. Certain Relationships and Related Transactions

None.


                                       36



                                     PART IV

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

1.       Financial Statements.

         The following are included in Part II of this report:
                                                                        Page No.
                                                                        --------

              Report of Independent Public Accountants                     17
              Balance Sheets                                               18
              Statements of Operations                                     19
              Statements of Changes in Partners' Capital                   20
              Statements of Cash Flows                                     21
              Notes to Financial Statements                                22

2.            Reports on Form 8-K.

         No reports on Form 8-K were filed during the quarter ended December 31,
         2000.

3.       Exhibits required to be filed by Item 601 of Regulation S-K.

         27.  Financial Data Schedule (in electronic format only).


4.       Financial Statement Schedules.

         All  financial  statement  schedules  are omitted  because they are not
         applicable,  not  required  or  because  the  required  information  is
         included in the financial statements or notes thereto.

                                       37


                                   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.


                                           POLARIS AIRCRAFT INCOME FUND I
                                           (REGISTRANT)
                                           By:     Polaris Investment
                                                   Management Corporation
                                                   General Partner




          March 30, 2001                      By:      /S/ Edwin Forti
- -------------------------------                        -------------------------
               Date                                    Edwin Forti, President


Pursuant to the requirements of the Securities 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.


    Signature                        Title                             Date

/S/Edwin Forti         President and Director of Polaris          March 30, 2001
- --------------         Investment Management Corporation,         --------------
(Ed Forti)             General Partner of the Registrant

/S/Keith Helming       Chief Financial Officer of Polaris         March 30, 2001
- ----------------       Investment Management Corporation,         --------------
(Keith Helming)        General Partner of the Registrant

/S/Melissa Hodes       Vice President and Director of Polaris     March 30, 2001
- ----------------       Investment Management Corporation,         --------------
(Melissa Hodes)        General Partner of the Registrant

/S/Norman C. T. Liu    Vice President and Director of Polaris     March 30, 2001
- -------------------    Investment Management Corporation,         --------------
(Norman C. T. Liu)     General Partner of the Registrant



                                       38