<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                                                 Commission File
For the year ended December 31, 1998                             No. 0-9684


                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
       (Exact name of small business issuer as specified in its charter)


         Massachusetts                                           04-2693546
(State or other jurisdiction of                              (I.R.S.  Employer
 incorporation or organization)                              Identification No.)


5 Cambridge Center, Cambridge, Massachusetts                             02142
(Address of principal executive offices)                              (Zip Code)


         Registrant's telephone number including area code (617)234-3000

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

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


                      Units of Limited Partnership Interest
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B 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-KSB or any amendment to
this Form 10-KSB. /_/

Registrant's revenues for its most recent fiscal year were $1,477,000.

No market for the Limited Partnership Units exists and therefore, a market value
for such Units cannot be determined.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                                     PART I

Item 1.  Description of Business.

         Winthrop Partners 80 Limited Partnership (the "Partnership"), a limited
partnership, was organized under the Uniform Limited Partnership Act of the
Commonwealth of Massachusetts on February 5, 1980, for the purpose of owning and
leasing commercial and industrial real properties. The Partnership was initially
capitalized with contributions of $1,000 from each of the two General Partners
and $5,000 from the Initial Limited Partner. In February, 1981, the Partnership
sold pursuant to a Registration Statement filed with the Securities and Exchange
Commission 45,636 units of limited partnership interest ("Units") at a purchase
price of $500 per Unit representing capital contributions from Limited Partners
of $22,818,000.

         The Partnership's General Partners are One Winthrop Properties, Inc., a
Massachusetts corporation (the "Managing General Partner"), and
Linnaeus-Hampshire Realty Limited Partnership (formerly known as
Linnaeus-Hampshire Realty Company), a Massachusetts limited partnership (the
"Associate General Partner"). One Winthrop Properties, Inc. is a wholly-owned
subsidiary of First Winthrop Corporation ("First Winthrop"), a Delaware
corporation, which is wholly owned by Winthrop Financial Associates, A Limited
Partnership ("WFA"), a Maryland limited partnership.

         The Partnership's only business is owning and leasing improved real
estate.

         In December 1981, the Partnership completed its investment of the net
proceeds of the Limited Partners' capital contributions, other than
approximately $200,000 originally set aside as reserves, in 18 real properties.
The Partnership's reserves at December 31, 1998, net of accounts payable,
accrued expenses and distributions payable to partners is approximately
$1,305,000 which is invested in money market instruments. Ten properties have
been sold: one in 1989, two in 1991, two in 1992, two in 1993, one in January
1996, one in August 1997 and one in March 1998. See Item 2, "Description of
Properties" for a description of the Partnership's remaining properties. In
addition, the Partnership acquired in 1996 the vacant parcel of land adjacent to
its Mt. Pleasant property. See "Acquisitions and Dispositions" below. Many of
the properties are located in areas with depressed economies, making potential
purchasers concerned about a possible rental reduction when existing leases
expire. Rental income will be affected by the terms of any new



                                       2
<PAGE>

leases, any tenant improvement and leasing costs associated with renewing leases
with existing tenants or signing leases with new tenants, the loss of rent
during any period when a property is not under lease and the loss of rent after
a property is sold. Pursuant to the terms of the Partnership Agreement, so long
as limited partners have received aggregate distributions from inception equal
to 8% of their capital contributions, the general partner is entitled to receive
distributions in an amount equal to 8% of the total distributions paid to the
limited partners. Distributions of sale proceeds will be made as a partial
return of capital. Pursuant to the Partnership's partnership agreement, sale
proceeds are distributed 100% to limited partners until they have received their
$500 per unit original capital contribution. At December 31, 1998, limited
partners had received a return of capital equal to $171.27. The general
partners' 8% share of sale proceeds would be paid subsequently.

Property Matters

         Dairy Mart, Ashtabula, Ohio - The lease with Dairy Mart expired on July
1, 1995. The property continues to remain vacant. The Managing General Partner
is currently seeking to obtain a new tenant and continues to market the property
for sale. To date, no viable offers have been received for the property. The
Managing General Partner believes that the failure to obtain a new tenant or
sell the property in the near future will not have a material adverse effect on
the Partnership.

         Dairy Mart, Bolivar, Ohio - The lease with respect to this property
expired on December 31, 1998. The Partnership is currently marketing this
property for sale.

         Dairy Mart, Creston, Ohio - In August 1997, the Partnership sold this
property to the tenant for $85,000 resulting in net proceeds, after closing
costs, to the Partnership of approximately $80,000. The Partnership recognized a
gain of $46,000 from this sale. The Partnership's original investment in this
property represented less than 1% of the initial offering proceeds.

         Dairy Mart, Royal Oak, Michigan - The Partnership sold this property to
the tenant on March 6, 1998 for a purchase price of $200,000. The Partnership
received net proceeds, after closing costs, of $194,000 resulting in a gain of
$131,000. The net proceeds were distributed during the second quarter of 1998.

         Motorola, Inc., Mt. Pleasant, IA. During the second half of 1996, the
Partnership acquired the parcel of land immediately adjacent to this property
for $25,000. The lease with Motorola was scheduled to expire November 30, 1998.
Motorola, however,



                                       3
<PAGE>

elected to extend the lease for an additional one year term at the then current
rent. The Managing General Partner believes that the purchase of the adjacent
property will have a positive effect on the value of the property.

         Dairy Mart, St. Clair Shore, MI. The property was sold to Dairy Mart's
sublet tenant, an unaffiliated third party, in January 1996 for a price of
$141,000 which was less than the original purchase price of $173,680. The sale
price was determined by an independent appraisal. The sale proceeds of
approximately $3 per unit, were distributed to limited partners with the first
quarter 1996 distribution. The Partnership's original investment in this
properly represented less than 1% of the initial offering proceeds.

         Hobby Lobby Creative Center, Victoria, TX. During January 1998, the
Partnership leased approximately 60,000 square feet of the 96,000 square feet at
this property to Hobby Lobby Creative Center. This new lease is scheduled to
expire May 2008 with the tenant having two renewal options of five years each.
Wal-Mart, whose lease was scheduled to expire in December 2000, vacated the
property but continued to pay rent until June 1, 1998. In addition, the
Partnership was paid a termination fee in the amount of $200,000.

Employees

         The Partnership does not have any employees. Services are performed for
the Partnership by its General Partners, and by agents retained by the General
Partners, including an affiliate of the General Partners, Winthrop Management.

Item 2.  Description of Properties.

         A description of the Partnership's remaining properties is as follows.
All of the Partnership's remaining properties are owned in fee.



                                       4
<PAGE>



                                      Total Cost   Original
     Tenant                Date of      of the     Portfolio      Building/
Property/Location          Purchase   Property(1)  Percentage(2)  Land (3)
-----------------          --------   -----------  -------------  ---------

Toys "R" Us, Inc.
 Livingston, NJ            11/19/80     2,127,950     10.7        43,000/5.0
 Beaumont, TX              11/19/80     2,234,050     11.3        43,000/4.5
Motorola, Inc.
 Mt. Pleasant, IA          12/24/80       982,617     5           35,700/3.0
Duckwall-Alco Stores, Inc. 12/24/80       972,007     5           35,700/2.0
 Nebraska City, NE
Wal-Mart Stores, Inc.
 Bowling Green, KY(4)      12/30/80     1,877,000     9           81,584/6.5
Hobby-Lobby
 Creative Center
 Victoria, TX              12/30/80     3,121,436    15           96,498/7.8

 Bolivar, OH(5)             9/23/80    $  178,163     <1           2,520/0.8
 Ashtabula, OH(5)           9/23/80       151,815     <1           2,500/0.9

----------

(1)  Includes acquisition fees and expenses.

(2)  Represents the percentage of original cash invested in the individual
     property of the total cash invested in all properties.

(3)  Building size is in square feet, land size is in acres.

(4)  Property is currently vacant.

(5)  Lease has expired and property is currently vacant.


         The Partnership owns the fee interest in each of these properties free
of any mortgages. All of the properties are commercial or industrial in nature
and are triple net leased to a single tenant with the exception of the Bolivar,
Ohio; Ashtabula, Ohio; and Bowling Green, Kentucky properties which were vacated
by the tenant upon the expiration of the leases. Each of the tenants, other than
Hobby-Lobby Creative Center, is a public company or a subsidiary of a public
company. The tenants under the leases have exclusive control over the day-to-day
business operations conducted at the Properties as well as decisions with
respect to the initiation of any development or renovations at the Properties.
The Partnership has limited approval rights over any such renovation programs
proposed by the tenants. The Partnership has no responsibility for any
maintenance, repairs or improvements associated with these Properties other than
the Victoria, Texas property, at which the Partnership is responsible for all
exterior repairs. In addition, the tenants are responsible for all insurance
requirements and the payment of real estate taxes directly to the taxing
authorities. The Partnership believes that each of the Properties is adequately
covered by insurance. Hobby Lobby is required to pay to the Partnership
additional rent to cover insurance, real estate taxes, and common area
maintenance charges.

         Each retail tenant is subject to competition from other companies
offering similar products in the locations of the property leased by such
tenant. In addition, the Partnership



                                       5
<PAGE>

anticipates that it would be subject to significant competition in attracting
tenants upon the expiration or termination of any of the leases of its
properties. The Partnership has no control over the tenants' responses to
competitive conditions impacting the businesses operated by the tenants at each
of the properties.

         Tenants with 1998 rental payments, including percentage rents, of 10%
or more of the Partnership's total rental revenue, are as follows: Wal-Mart
Stores, Inc. in Bowling Green, Kentucky, 26%; Toys "R" Us, Inc. in Livingston,
New Jersey, 21%; Motorola facility in Mt. Pleasant, Iowa, 10%; Duckwall-Akco
Store in Nebraska City, Nebraska, 10%; and Toys "R" Us, Inc. in Beaumont, Texas,
16%.



                                       6
<PAGE>

         The following table sets forth the tenant, business conducted by the
tenant, expiration date of the lease term, renewal options and the 1998 annual
base rent for the leases at the Partnership's remaining properties:

Tenant                   Business of     Lease        Renewal      1998 Annual
Property/Location        Tenant          Expiration   Option (1)   Base Rent
-----------------        -----------     ----------   ----------   ---------

 Bolivar, OH(5)          Convenience       (2)           --        $ 18,707
                         Food Store

Toys "R" Us, Inc.
 Livingston, NJ          Retail Toy      1-1-2001     7 - 7yr.     $214,000(4)
                         Store

Toys "R" Us, Inc.
  Beaumont, TX           Retail Toy      1-1-2001     7 - 7yr.     $224,700
                         Store

Motorola, Inc.
 Mt. Pleasant, IA        Retail Dept.    11-30-99     1- 1yr.      $132,509
                         Store

Duckwall-Alco Stores, Inc.
 Nebraska City, NE       Retail Dept.    12-22-2000     -          $109,200(3)

Wal-Mart Stores, Inc.
 Bowling Green, KY(5)    Retail Dept.    12-23-2000   5 - 5yr.     $361,493
                         Store

Hobby Lobby Creative Center
 Victoria, TX            Hobby Store      5-31-2008   2 - 5yr.     $102,883

----------

(1)  The first number represents the number of renewal options. The second
     number represents the length of each option.

(2)  Lease expired on December 31, 1998. The property is currently vacant.

(3)  Additional percentage rent of $3,392, representing a percentage of store
     sales was received in 1998.

(4)  Additional percentage rent of $73,888, representing a percentage of store
     sales was received in 1998.

(5)  Property is currently vacant.



                                       7
<PAGE>

         Set forth below is a table showing the gross carrying value and
accumulated depreciation and federal tax basis of each of the Partnership's
properties as of December 31, 1998:

                    Gross
                   Carrying   Accumulated                          Federal
Property            Value(1)  Depreciation(1)  Rate     Method    Tax Basis
--------           ---------  ---------------  ----     ------    ---------

Ashtabula, OH             -       -            -         -        $   62,736

Bolivar, OH        $123,997   $ 84,844         5/40 yr.  S/L          75,922

Livingston, NJ      595,826      -              -        -           992,785

Beaumont, TX        647,874      -              -        -         1,125,675

Mt. Pleasant, IA    524,887    234,080         5/40 yr.  S/L         331,518

Nebraska            580,000    247,112         5/40 yr.  S/L         324,602
   City, NE

Bowling             469,250       -              -        -          686,773
   Green, KY

Victoria, TX       $2,143,297   19,336          -        -        1,132,853

----------

(1)  As accounted for under Statement of Financial Accounting Standards No. 13.


Item 3.  Legal Proceedings.

         The Partnership is not a party, nor are any of its properties subject,
to any material pending legal proceedings.

Item 4.  Submission of matters to a vote of securities holders.

         No matters were submitted to a vote of security holders.



                                       8
<PAGE>

                                     PART II

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

         There is no established public market for the Units. Trading in the
Units is sporadic and occurs solely through private transactions.

         As of February 1, 1999, there were 1,961 holders of 45,646 outstanding
Units.

         The Partnership's partnership agreement requires that any Cash
Available for Distribution (as defined therein) be distributed quarterly to the
Partners in specified proportions and priorities. There are no restrictions on
the Partnership's present or future ability to make distributions of Cash
Available for Distribution. During the years ended December 31, 1998 and 1997,
the Partnership has made the following cash distributions with respect to the
Units to holders thereof as of the dates set forth below in the amounts set
forth opposite such dates:

         Distribution with                 Amount of Distribution
         Respect to Quarter Ended          Per Unit
         ------------------------          ----------------------

                                             1998             1997
                                             ----             ----

         March 31                            14.11            2.78
         June 30                              6.43            4.27
         September 30                         6.39            4.99
         December 31                          6.79            3.32



                                       9
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.

         The matters discussed in this Form 10-KSB contain certain
forward-looking statements and involve risks and uncertainties (including
changing market conditions, competitive and regulatory matters, etc.) detailed
in the disclosures contained in this Form 10-KSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's liquidity, capital resources and results of
operations, including forward-looking statements pertaining to such matters,
does not take into account the effects of any changes to the Registrant's
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.

Liquidity and Capital Resources

         Each of the Partnership's remaining eight properties (except Ashtabula,
Ohio; Bolivar, Ohio; and Bowling Green, Kentucky, which are currently vacant) is
leased to a single tenant pursuant to net leases with remaining lease terms,
subject to extensions, ranging between one month and nine years. The Partnership
receives rental income from its properties which is its primary source of
liquidity. Pursuant to the terms of the leases, the tenants are responsible for
substantially all of the operating expenses with respect to the properties
including, maintenance, capital improvements, insurance and taxes (except for
the Victoria, Texas property where the tenant is responsible only for its
proportionate share of expenses other than capital improvements). Four of the
Partnership's properties, representing approximately 67% of minimum rental
receipts anticipated during 1999, have leases which expire between November 30,
1999 and January 1, 2001. If a tenant fails to exercise its renewal option,
exercises its option to terminate its lease early or does not renew at the
expiration of the lease term, the Partnership will be required to either sell
the properties or procure new tenants. If the Partnership attempts to procure
new tenants, it will be competing for new tenants in the then current rental
markets, which may not be able to support terms as favorable as those contained
in the original lease options.

         On March 6, 1998, the Partnership sold its Royal Oak, Michigan property
to an unaffiliated third party for $194,000 (net of closing costs of $6,000)
resulting in a gain of $131,000. The Partnership's Bowling Green, Kentucky
property which is leased to Wal-Mart Stores is currently vacant. The lease,
which was scheduled to expire in December 2000 represents approximately 26% of
the Partnership's 1998 rental income. In April 1998 a



                                       10
<PAGE>

hailstorm caused significant damage to this property. As a result Wal-Mart
exercised its right under the terms of the lease and has discontinued paying
rent effective March 1, 1999. The Partnership expects to receive insurance
proceeds in excess of the residual value of the property. The Managing General
Partner has engaged a broker to sell or re-lease the property. During January
1998, the Partnership leased approximately 60,000 square feet of the 96,000
square foot Victoria, Texas property to Hobby Lobby Creative Center pursuant to
a lease which expires May 2008, with two renewal options of five years each. The
previous tenant's lease (Wal-Mart) was to expire in December 2000, however, on
January 30, 1998, the Partnership signed a lease termination agreement with the
previous tenant whereby the previous tenant would make certain improvements to
the property, pay rent through June 1, 1998 and pay a termination fee in the
amount of $200,000. The new lease with Hobby Lobby provides for a higher rental
rate. The Managing General Partner has engaged a broker to sell the Bolivar,
Ohio property.

         The level of liquidity based on cash and cash equivalents experienced a
$220,000 increase at December 31, 1998, as compared to December 31, 1997. The
Partnership's $1,155,000 of cash provided by operating activities, $334,000 of
lease payments received under financing leases (net of interest income) and
proceeds of $194,000 from the sale of the Royal Oak, Michigan property
(investing activities) were significantly offset by $1,383,000 of cash used for
partner distributions (financing activities) and $80,000 of real estate
improvements (investing activities). At December 31, 1998, the Partnership had
$1,761,000 in cash reserves which has been invested primarily in money market
mutual funds.

         The Partnership requires cash primarily to pay management fees and
general and administrative expenses. In addition, the Partnership is responsible
for operating expenses, such as real estate taxes, insurance and utility
expenses associated with the vacant properties and a portion of expenses for the
Victoria, Texas property and would be responsible for similar expenses if other
properties were to become vacant upon the expiration of leases. The
Partnership's rental and interest income was sufficient for the year ended
December 31, 1998, and is expected to be sufficient until expiration of the
leases, to pay all of the Partnership's operating expenses as well as to provide
for cash distributions to the partners from operations. As of December 31, 1998,
Partnership distributions (paid or accrued) aggregated $1,540,000 ($33.74 per
unit) to its limited partners, which included approximately $194,000 of proceeds
from the sale of the Partnership's Royal Oak, Michigan property and the $200,000
termination fee received from Wal-Mart stores for the Partnership's Victoria,
Texas property.



                                       11
<PAGE>

         Due to the net and long-term nature of the original leases, inflation
and changing prices have not significantly affected the Partnership's revenues
and net income. As tenant leases expire, the Partnership expects that inflation
and changing prices will affect the Partnership's revenues. With respect to the
Dairymart lease (Bolivar, Ohio), the term of the original lease expired in June
1998 and was extended on a month to month basis. The tenant exercised its right
to terminate the lease in December 1998. The Partnership is marketing this
property for sale. The Motorola lease which expired in November 1998, was
extended for another year until November 1999 at the same rental rate.

         The Partnership maintains cash reserves to enable it to make potential
capital improvements required in connection with the re-letting of the
properties. The Partnership invests its working capital reserves in money market
mutual funds.

Results of Operations

         Net income increased by $160,000 for the year ended December 31, 1998,
as compared to 1997, due to an increase in revenues of $185,000, which was
partially offset by an increase in expenses of $25,000.

         Revenues increased primarily due to the $131,000 gain on sale of the
Royal Oak, Michigan property during 1998, as compared to a $46,000 gain on sale
of the Creston, Ohio property during 1997, an increase in other income of
$138,000 and an increase in rental income from real estate leases accounted for
under the operating method of 92,000, which was partially offset by a $159,000
decrease in interest income in real estate leases accounted for under the
financing method. Other income increased due to the $200,000 termination fee
received from Wal-Mart Stores for the Partnership's Victoria, Texas property.
With respect to the remaining properties, rental income from real estate leases
and interest income on real estate leases declined by $48,000 primarily due to
the Victoria, Texas property being only partially leased during 1998. Interest
income increased by approximately $29,000.

         Expenses increased primarily due to a $20,000 increase in depreciation
expense as a result of reclassifying the new lease at the Victoria, Texas
property as an operating lease from a financing lease. With respect to the
remaining properties, expenses remained relatively constant.



                                       12
<PAGE>

Year 2000

         The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. The Registrant
is dependent upon the Managing General Partner and its affiliates for management
and administrative services. Any computer programs or hardware that have
date-sensitive software or embedded chips may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.

         During the first half of 1998, the Managing General Partner and its
affiliates completed their assessment of the various computer software and
hardware used in connection with the management of the Registrant. This review
indicated that significantly all of the computer programs used by the Managing
General Partner and its affiliates are off-the-shelf "packaged" computer
programs which are easily upgraded to be Year 2000 compliant. In addition, to
the extent that custom programs are utilized by the Managing General Partner and
its affiliates, such custom programs are Year 2000 compliant.

         Following the completion of its assessment of the computer software and
hardware, the Managing General Partner and its affiliates began upgrading those
systems which required upgrading. To date, significantly all of these systems
have been upgraded. The Registrant has to date not borne, nor is it expected
that the Registrant will bear any significant cost, in connection with the
upgrade of those systems to requiring remediation. It is expected that all
systems will be remediated, tested and implemented during the first half of
1999.

         To date, the Managing General Partner is not aware of any external
agent with a Year 2000 issue that would materially impact the Registrant's
results of operations, liquidity or capital resources. However, the Managing
General Partner has no means of ensuring that external agents will be Year 2000
compliant. The Managing General Partner does not believe that the inability of
external agents to complete their Year 2000 resolution process in a timely
manner will have a material impact on the financial position or results of
operations of the Registrant. However, the effect of non-compliance by external
agents is not readily determinable.



                                       13
<PAGE>

Item 7.  Financial Statements


                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1998

                                      INDEX

                                                                            Page
                                                                            ----

Independent Auditors' Report ............................................... F-2

Financial Statements:

Balance Sheets as of December 31, 1998 and 1997 ............................ F-3

Statements of Income for the Years Ended
     December 31, 1998 and 1997 ............................................ F-4

Statements of Partners' Capital for the Years Ended
     December 31, 1998 and 1997 ............................................ F-5

Statements of Cash Flows for the Years Ended
     December 31, 1998 and 1997 ............................................ F-6

Notes to Financial Statements .............................................. F-7



                                      F-1
<PAGE>

                          Independent Auditors' Report



To the Partners
Winthrop Partners 80 Limited Partnership


We have audited the accompanying balance sheets of Winthrop Partners 80 Limited
Partnership (a Massachusetts limited partnership) as of December 31, 1998 and
1997, and the related statements of income, partners' capital and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winthrop Partners 80 Limited
Partnership as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.



                                                    Certified Public Accountants


New York, New York
January 14, 1999, except for Note 8 which is dated March 1, 1999.



                                      F-2
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP


                                 BALANCE SHEETS
                        (In Thousands, Except Unit Data)


<TABLE>
<CAPTION>
                                                                                                      DECEMBER 31,
                                                                                      ---------------------------------------------
                                                                                              1998                    1997
                                                                                      ---------------------   ---------------------

<S>                                                                                   <C>                     <C>
ASSETS

Real Estate Leased to Others:

Accounted for under the operating method,
      at cost, net of accumulated depreciation of
      $506 (1998) and $667 (1997)                                                     $              4,456    $              2,474
Accounted for under the operating method, at cost,
      net of accumulated depreciation of $85 and held for sale                                          39                       -
Accounted for under the financing method                                                             1,975                   4,292
                                                                                      ---------------------   ---------------------

                                                                                                     6,470                   6,766

Other Assets:

Cash and cash equivalents                                                                            1,761                   1,541
Other assets                                                                                            69                      15
                                                                                      ---------------------   ---------------------

           Total Assets                                                               $              8,300    $              8,322
                                                                                      =====================   =====================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accounts payable and accrued expenses                                                  $               146     $                63
Distributions payable to partners                                                                      310                     152
                                                                                      ---------------------   ---------------------

           Total Liabilities                                                                           456                     215
                                                                                      ---------------------   ---------------------

Partners' Capital:

Limited Partners -
   Units of Limited Partnership Interest,
   $500 stated value per Unit; authorized - 50,010
   Units; issued and outstanding - 45,646 Units                                                      8,254                   8,610
General Partners' Deficit                                                                             (410)                   (503)
                                                                                      ---------------------   ---------------------

           Total Partners' Capital                                                                   7,844                   8,107
                                                                                      ---------------------   ---------------------

           Total Liabilities and Partners' Capital                                     $             8,300     $             8,322
                                                                                      =====================   =====================
</TABLE>


                       See notes to financial statements.



                                      F-3
<PAGE>


                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
                        (In Thousands, Except Unit Data)


<TABLE>
<CAPTION>
                                                                                         YEARS ENDED DECEMBER 31,
                                                                               ---------------------------------------------

                                                                                       1998                    1997
                                                                               ---------------------   ---------------------

<S>                                                                            <C>                     <C>
Income:
Rental income from real estate leases accounted
     for under the operating method                                            $                660    $                568
Interest on short-term investments                                                               89                      60
Interest income on real estate leases accounted
     for under the financing method                                                             397                     556
Gain on sale of property                                                                        131                      46
Other income                                                                                    200                      62
                                                                               ---------------------   ---------------------

         Total income                                                                         1,477                   1,292
                                                                               ---------------------   ---------------------

Expenses:
Depreciation and amortization                                                                    63                      43
Management fees                                                                                  21                      22
General and administrative                                                                      116                     110
                                                                               ---------------------   ---------------------

         Total expenses                                                                         200                     175
                                                                               ---------------------   ---------------------

Net income                                                                     $              1,277    $              1,117
                                                                               =====================   =====================

Net income allocated to general partners                                       $                 93    $                 86
                                                                               =====================   =====================

Net income allocated to limited partners                                       $              1,184    $              1,031
                                                                               =====================   =====================

Net income per Unit of Limited Partnership Interest                            $              25.94    $              22.59
                                                                               =====================   =====================

Distributions per Unit of Limited Partnership Interest                         $              33.74    $              15.23
                                                                               =====================   =====================
</TABLE>


                       See notes to financial statements.



                                       F-4
<PAGE>


                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                         STATEMENTS OF PARTNERS' CAPITAL
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                        (In Thousands, Except Unit Data)


<TABLE>
<CAPTION>
                                                  Units of
                                                   Limited            General              Limited
                                                 Partnership         Partners'            Partners'               Total
                                                  Interest            Deficit              Capital               Capital
                                              ------------------ -------------------  -------------------  --------------------

<S>                                           <C>                <C>                  <C>                  <C>  
Balance - January 1, 1997                                45,646  $             (589)  $            8,274   $             7,685

   Distributions                                                                  -                 (695)                 (695)
   Net income                                                                    86                1,031                 1,117
                                              ------------------ -------------------  -------------------  --------------------

Balance - December 31, 1997                              45,646                (503)               8,610                 8,107

   Distributions                                                                  -               (1,540)               (1,540)
   Net income                                                                    93                1,184                 1,277
                                              ------------------ -------------------  -------------------  --------------------

Balance - December 31, 1998                              45,646  $             (410)  $            8,254   $             7,844
                                              ================== ===================  ===================  ====================
</TABLE>


                       See notes to financial statements.



                                       F-5
<PAGE>


                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                                YEARS ENDED DECEMBER 31,
                                                                                      ---------------------------------------------
                                                                                                1998                   1997
                                                                                      ---------------------   ---------------------

<S>                                                                                   <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                            $              1,277    $              1,117
Adjustments to reconcile net income to net cash provided
  by operating activities:
      Depreciation                                                                                      59                      40
      Amortization                                                                                       4                       3
      Gain on sale of property                                                                        (131)                    (46)

Changes in assets and liabilities:
      Increase in other assets                                                                         (58)                     (7)
      (Decrease) increase in accounts payable and
           accrued expenses                                                                              3                     (55)
                                                                                      ---------------------   ---------------------

      Net cash provided by operating activities                                                      1,154                   1,052
                                                                                      ---------------------   ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

      Minimum lease payments received, net of interest income
         earned, on leases accounted for under the financing method                                    334                     381
      Proceeds from sale of property                                                                   194                      80
      Additions to real estate                                                                         (80)                      -
                                                                                      ---------------------   ---------------------

      Net cash provided by investing activities                                                        448                     461
                                                                                      ---------------------   ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Cash distributions                                                                            (1,382)                   (876)
                                                                                      ---------------------   ---------------------

      Cash used in financing activities                                                             (1,382)                   (876)
                                                                                      ---------------------   ---------------------

Net increase in cash and cash equivalents                                                              220                     637

Cash and Cash Equivalents, Beginning of Year                                                         1,541                     904
                                                                                      ---------------------   ---------------------

Cash and Cash Equivalents, End of Year                                                $              1,761    $              1,541
                                                                                      =====================   =====================

Supplemental Disclosure of Non-Cash Financing and Investing
      Activities -

Distributions declared not paid as of December 31                                     $                310     $               152
                                                                                      =====================   =====================

Additions to real estate                                                              $                 80     $                 -
                                                                                      =====================   =====================
</TABLE>


                       See notes to financial statements.



                                       F-6
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1998 AND 1997


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization

     Winthrop Partners 80 Limited Partnership (the "Partnership") was organized
     under the Uniform Limited Partnership Act of the Commonwealth of
     Massachusetts on February 5, 1980 for the purpose of owning and leasing
     commercial and industrial real properties. The Partnership owns and leases
     eight properties, two of which are located in Texas, two in Ohio and the
     other four in various locations throughout the United States. With the
     exception of three properties, which are vacant, all are leased to single
     tenants under net lease agreements.

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the amounts reported in the financial statements
     and accompanying notes. Such estimates that are particularly susceptible to
     change relate to the Partnership's estimate of the fair value of real
     estate. Actual results could differ from those estimates.

     Leases

     The Partnership leases its real properties and accounts for such leases in
     accordance with the provisions of Statement of Financial Accounting
     Standards No. 13, "Accounting for Leases", as amended. This statement sets
     forth specific criteria for determining whether a lease should be accounted
     for as a financing lease or an operating lease.

     (a) Financing Method

         Under this method, minimum lease payments to be received plus the
         estimated value of the property at the end of the lease are considered
         to be the Partnership's gross investment in the lease. Unearned income,
         representing the difference between gross investment and actual cost of
         the leased property, is amortized over the lease term using the
         interest rate implicit in the lease to provide a level rate of return
         over the lease term.

     (b) Operating Method

         Under this method, revenue is recognized as rentals become due, which
         does not materially differ from the straight-line method. Expenses
         (including depreciation) are charged to operations as incurred.

     Percentage Rent

     The Partnership has entered into several leases that provide for a minimum
     annual rent plus additional rent based on percentages of sales at the
     properties ("percentage rent"). These percentage rents are recorded on a
     cash basis. For the years ended December 31, 1998 and 1997, the Partnership
     received percentage rent totaling approximately $78,000 and $69,000,
     respectively.



                                      F-7
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                                   (continued)

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Real Estate

     Real estate is carried at cost, adjusted for depreciation and impairment of
     value. In accordance with Statement of Financial Accounting Standards
     ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and
     for Long-Lived Assets to Be Disposed Of", the Partnership records
     impairment losses for long-lived assets used in operations when indicators
     of impairment are present and the undiscounted cash flows are not
     sufficient to recover the asset's carrying amount. The impairment loss is
     measured by comparing the fair value of the asset to its carrying amount.

     Depreciation

     Component depreciation on real estate leased to others, accounted for under
     the operating method, is computed using the straight-line method over the
     estimated useful life of each class of asset, which ranges from 5 to 35
     years. The cost of the properties represents the purchase price of the
     properties plus acquisition and closing costs, or, to the extent that the
     property had previously been accounted for under the financing method, the
     depreciable base is the fair market value at the date of implementation of
     operating lease accounting.

     Deferred Costs

     Deferred leasing costs are amortized on a straight-line basis over the life
     of the respective lease. At December 31, 1998, accumulated amortization
     totaled $4,000. At December 31, 1997, deferred leasing costs of $19,000
     were fully amortized and written off. Deferred leasing costs are included
     in other assets.

     Cash and Cash Equivalents

     The Partnership considers all highly liquid investments with an original
     maturity of three months or less at the time of purchase to be cash
     equivalents.

     Fair Value of Financial Instruments

     The carrying amount of cash and cash equivalents approximates its fair
     value due to the short term nature of such instruments.

     Distributions to Partners

     The Partnership's distributions (paid or accrued) aggregated $1,540,000
     ($33.74 per Unit) and $695,000 ($15.23 per Unit) to its limited partners
     for the years ended December 31, 1998 and 1997, respectively. The cash
     distribution due partners for the three months ended December 31, 1998 and
     1997 is recorded in the accompanying financial statements as a liability
     and a reduction of partner's capital.



                                      F-8
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                                   (continued)

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Net Income Per Limited Partnership Unit

     Net income per limited partnership unit is computed by dividing net income
     allocated to the limited partners by the 45,646 units outstanding.

     Income Taxes

     Taxable income or loss of the Partnership is reported in the income tax
     returns of its partners. Accordingly, no provision for income taxes is made
     in the financial statements of the Partnership.

     Concentration of Credit Risk

     Principally all of the Partnership's cash and cash equivalents consist of a
     mutual fund that invests in U.S. treasury bills and repurchase agreements
     with original maturity dates of three months or less.

     Segment Reporting

     In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
     "Disclosures about Segments of an Enterprise and Related Information,"
     which is effective for years beginning after December 15, 1997. SFAS 131
     established standards for the way that public business enterprises report
     information about operating segments in annual financial statements and
     requires that those enterprises report selected information about operating
     segments in interim financial reports. It also establishes standards for
     related disclosures about products and services, geographic areas, and
     major customers. The Partnership has one reportable segment, net leased
     commercial real estate. The Partnership evaluates performances based on net
     operating income, which is income before depreciation, amortization,
     interest and non-operating items.

2.   TRANSACTIONS WITH RELATED PARTIES

     One Winthrop Properties, Inc. ("One Winthrop" or the "Managing General
     Partner") and Linnaeus-Hampshire Realty Limited Partnership are the general
     partners of the Partnership. Winthrop Management LLC, an affiliate of One
     Winthrop, is entitled to annual property management fees equal to 1.5% of
     the excess of cash receipts over cash expenditures (excluding debt service,
     property management fees and capital expenditures) from each property
     managed by it. For the years ended December 31, 1998 and 1997, Winthrop
     Management earned $21,000 and $22,000, respectively, for managing the
     properties of the Partnership.

     Profits and losses are allocated 8% to the general partners and 92% to the
     limited partners. Profits from a sale are allocated between the general
     partners and the limited partners in proportion to the amount of sales
     proceeds to which they are entitled. The general partners are allocated at
     least 1% of the profits from a sale. The general partners are entitled to
     8% of Cash Available for Distribution (as defined in the partnership
     agreement), subordinated to a cumulative priority quarterly distribution to
     the limited partners. The general partners are also entitled to 8% of sale
     or refinancing proceeds, subordinated to certain priority distributions to
     the limited partners as provided for in the partnership agreement.



                                      F-9
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                                   (continued)

2.   TRANSACTIONS WITH RELATED PARTIES (continued)

     During the liquidation stage of the Partnership, the general partners and
     their affiliates are entitled to receive distributions, subordinated to
     specified minimum returns to the limited partners as described in the
     partnership agreement.

3.   REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE OPERATING METHOD

     Real estate leased to others, at cost, accounted for under the operating
     method is summarized as follows:

                                  December 31,
                           --------------------------
                              1998            1997
                           -----------    -----------

Land                       $ 2,281,000    $ 1,933,000
Commercial buildings         2,681,000      1,208,000
Accumulated depreciation      (506,000)      (667,000)
                           -----------    -----------
                           $ 4,456,000    $ 2,474,000
                           ===========    ===========


     The following is a summary of the minimum anticipated future rental
     receipts, excluding percentage rents, by year, under the noncancelable
     portion of the operating leases:

           1999..................................... $    642,000
           2000.....................................      506,000
           2001.....................................      282,000
           2002.....................................      271,000
           2003.....................................      281,000
           Thereafter...............................    1,254,000
                                                     ------------
                                                     $  3,236,000
                                                     ============

     During January 1998, the Partnership leased approximately 60,000 square
     feet of the 96,000 square foot Victoria, Texas property to Hobby Lobby
     Creative Center pursuant to a lease which expires May 2008, with two
     renewal options of five years each. The previous tenant's lease (Wal-Mart)
     was to expire in December 2000, however, on January 30, 1998, the
     Partnership signed a lease termination agreement with the previous tenant
     whereby they would make certain improvements to the property, pay rent
     through June 1, 1998 and pay a termination fee in the amount of $200,000.
     The new lease with Hobby Lobby provides for a higher rental rate. The
     termination fee is included in other income.



                                      F-10
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                                   (continued)

4.   REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE FINANCING METHOD

     Real estate leased to others, accounted for under the financing method is
     summarized as follows:

                                            December 31,
                                    --------------------------
                                        1998           1997
                                    -----------    -----------

Minimum lease payments receivable   $   699,000    $ 2,653,000
Unguaranteed residual value           1,495,000      2,918,000
                                    -----------    -----------
                                      2,194,000      5,571,000
Less:  Unearned income                 (219,000)    (1,279,000)
                                    -----------    -----------
                                    $ 1,975,000    $ 4,292,000
                                    ===========    ===========


     The following is a summary of the minimum anticipated future rental
     receipts, excluding percentage rents, by year, under the financing leases:

               1999......................................  $  359,000
               2000......................................     314,000
               2001......................................      26,000
                                                           ----------
                                                           
               Total.....................................  $  699,000
                                                           ==========

     In accordance with its lease agreement, the tenant at the Partnership's
     Bowling Green property has discontinued rent payments (see Note 8).

5.   SIGNIFICANT TENANTS

     For the year ended December 31, 1998, approximately 98% of revenue from
     rental operations was from six tenants. For the year ended December 31,
     1997, six tenants comprised approximately 96% of the Partnership's rental
     revenue. The Partnership's Bowling Green, Kentucky property (see Note 8)
     comprised approximately 26% and 25%, of revenue from rental operations in
     1998 and 1997, respectively. Approximately 18% and 20% of revenue from
     rental operations was from the Partnership's Victoria, Texas property
     during 1998 and 1997, respectively (see Note 3).

6.   SALE OF PROPERTY

     On March 6, 1998, the Partnership sold its property located in Royal Oak,
     Michigan to an unaffiliated third party for $194,000 (net of closing costs
     of $6,000), resulting in a gain of $131,000. In August 1997, the
     Partnership sold its Creston, Ohio property for $80,000 (net of closing
     costs of $5,000), resulting in a gain of $46,000.



                                      F-11
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                                   (continued)

7.   TAXABLE INCOME

     The Partnership's taxable income for 1998 and 1997 differs from net income
     for financial reporting purposes, as follows:

<TABLE>
<CAPTION>
                                                                                               1998                      1997
                                                                                        -------------------        ----------------

     <S>                                                                                <C>                        <C>            
     Net income for financial reporting purposes                                        $        1,277,000         $     1,117,000
              Plus:        Minimum lease payments received, net of interest
                           income earned, on leases accounted for under the
                           financing method                                                        334,000                 381,000
              Minus:       Depreciation on leases accounted for under the
                           financing method and tax depreciation adjustment                       (121,000)               (142,000)
                           Gain on sale of property                                                (18,000)                (35,000)
                                                                                        -------------------        ----------------
     Taxable income                                                                     $        1,472,000         $     1,321,000
                                                                                        ==================         ===============

     Taxable income per Unit of Limited Partnership Interest                            $            29.85         $         26.65
                                                                                        ==================         ===============
</TABLE>


8.   CONTINGENCY

     The lease with respect to the Partnership's Bowling Green Kentucky
     property, was scheduled to expire in December 2000, and represents 26% of
     the Partnership's 1998 rental income. As a result of a hailstorm causing
     significant damage to this property in April 1998, Wal-Mart Stores, Inc.,
     which had previously vacated the property, exercised its right under the
     terms of the lease and has discontinued paying rent effective March 1,
     1999. The Partnership expects to receive insurance proceeds in excess of
     the residual value of this property. The Managing General Partner has
     engaged a broker to sell or re-lease the property.


                                      F-12

<PAGE>

Item 8.  Changes in and Disagreements on Accounting and Financial Disclosure.

         There were no disagreements with Imowitz Koenig & Co., LLP regarding
the 1998 or 1997 audits of the Partnership's financial statements.


                                       26

<PAGE>

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance  With Section 16(a) of the Exchange Act.

         The Partnership has no officers or directors. The Managing General
Partner manages and controls substantially all of the Partnership's affairs and
has general responsibility and ultimate authority in all matters affecting its
business. As of February 1, 1999, the names of the directors and executive
officers of the Managing General Partner and the position held by each of them,
are as follows:

                                                      Has Served as
                            Position Held with the     a Director or
Name                       Managing General Partner   Officer Since
----                       ------------------------   --------------

Michael L. Ashner          Chief Executive Officer         1-96
                           and Director

Thomas C. Staples          Chief Financial Officer         1-99

Peter Braverman            Executive Vice President        1-96
                           and Director

Carolyn Tiffany            Chief Operating Officer         10-95
                           and Clerk

         Michael L. Ashner, age 46, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") and the Managing
General Partner since January 15, 1996. From June 1994 until January 1996, Mr.
Ashner was a Director, President and Co-chairman of National Property Investors,
Inc., a real estate investment company ("NPI"). Mr. Ashner was also a Director
and executive officer of NPI Property Management Corporation ("NPI Management")
from April 1984 until January 1996. In addition, since 1981 Mr. Ashner has been
President of Exeter Capital Corporation, a firm which has organized and
administered real estate limited partnerships.

         Thomas C. Staples, age 43, has been the Chief Financial Officer of WFA
since January 1, 1999. From March 1996 through December 1998, Mr. Staples was
Vice President/Corporate Controller of WFA. From May 1994 through February 1996,
Mr. Staples was the Controller of the Residential Division of Winthrop
Management.

         Peter Braverman, age 47, has been a Vice President of WFA and the
Managing General Partner since January 1996. From June 1995 until January 1996,
Mr. Braverman was a Vice President of NPI and NPI Management. From June 1991
until March 1994, Mr. Braverman was


                                       27

<PAGE>

President of the Braverman Group, a firm specializing in management consulting
for the real estate and construction industries. From 1988 to 1991, Mr.
Braverman was a Vice President and Assistant Secretary of Fischbach Corporation,
a publicly traded, international real estate and construction firm.

         Carolyn Tiffany, age 32, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and asset management departments. Ms. Tiffany was a Vice
President in the asset management and investor relations departments of WFA from
October 1995 to December 1997, at which time she became the Chief Operating
Officer of WFA.

         One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered pursuant
to Section 12(g) of the Securities and Exchange Act of 1934, or are subject to
the reporting requirements of Section 15(d) of such Act: Winthrop Partners 79
Limited Partnership; Winthrop Partners 81 Limited Partnership; Winthrop
Residential Associates I, A Limited Partnership; Winthrop Residential Associates
II, A Limited Partnership; Winthrop Residential Associates III, A Limited
Partnership; 1626 New York Associates Limited Partnership; 1999 Broadway
Associates Limited Partnership; Nantucket Island Associates Limited Partnership;
One Financial Place Limited Partnership; Presidential Associates I Limited
Partnership; Riverside Park Associates Limited Partnership; Springhill Lake
Investors Limited Partnership; Twelve AMH Associates Limited Partnership;
Winthrop California Investors Limited Partnership; Winthrop Growth Investors I
Limited Partnership; Winthrop Interim Partners I, A Limited Partnership;
Southeastern Income Properties Limited Partnership; and Southeastern Income
Properties II Limited Partnership.

         Except as indicated above, neither the Partnership nor the Managing
General Partner has any significant employees within the meaning of Item 401(b)
of Regulation S-B. There are no family relationships among the officers and
directors of the Managing General Partner.

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Partnership under Rule 16a-3(e) during the Partnership's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Partnership with respect to its most recent fiscal year, the Partnership is not
aware of any director, officer or beneficial owner of more than ten percent of
the units of limited partnership interest in the Partnership that failed to file
on a timely basis, as disclosed in the above Forms, reports required by section
16(a) of the Exchange Act during the most recent fiscal year or prior fiscal
years.


                                       28

<PAGE>

Item 10. Executive Compensation.

         The Partnership is not required to and did not pay any compensation to
the officers or directors of the Managing General Partner. The Managing General
Partner does not presently pay any compensation to any of its officers or
directors. (See Item 12, "Certain Relationships and Related Transactions.")

Item 11. Security Ownership of Certain Beneficial Owners and
         Management.

         (a)      Security Ownership of certain beneficial owners.

         No person or group is known by the Partnership to be the beneficial
owner of more than 5% of the outstanding Units at February 1, 1999. Under the
Amended and Restated Agreement of Limited Partnership of the Partnership dated
as of June 5, 1980 (the "Partnership Agreement"), the voting rights of the
Limited Partners are limited and, in some circumstances, are subject to the
prior receipt of certain opinions of counsel or judicial decisions.

         Under the Partnership Agreement, the right to manage the business of
the Partnership is vested in the General Partners and is generally to be
exercised only by the Managing General Partner, although the consent of the
Associate General Partner is required for all purchases, financings,
refinancings and sales or other dispositions of the Partnership's real
properties and with respect to certain other matters.

         (b)      Security ownership of management.

         None of the partners of WFA nor the general partner, officers and
directors of the General Partners owned any Units beneficially at February 1,
1999. However, a wholly-owned subsidiary of WFA owns 210 Units and WFA owns 12
units, which, in the aggregate, represents less than one percent of the
outstanding units.

         (c)      Changes in control.

         There exists no arrangement known to the Partnership the operation of
which may at a subsequent date result in a change in control of the Partnership.


                                       29

<PAGE>

Item 12. Certain Relationships and Related Transactions.

         Under the Partnership Agreement, the General Partners and their
affiliates are entitled to receive various fees, commissions, cash
distributions, allocations of taxable income or loss and expense reimbursements
from the Partnership.

         Winthrop Management is entitled to annual property management fees,
equal to 1.5% of the excess of cash receipts over cash expenditures (excluding
debt service, property management fees and capital expenditures) from each
property it manages. For each of the years ended December 31, 1998 and 1997,
Winthrop Management earned approximately $21,000 and $22,000, respectively, for
managing the real properties of the Partnership.

         The General Partners are entitled to 8% of Cash Available for
Distribution, subordinated to a cumulative, priority quarterly distribution to
the Limited Partners. The General Partners are also entitled to 8% of Sale or
Refinancing Proceeds, subordinated to certain priority distributions to the
Limited Partners as provided for in the Partnership Agreement. For the years
ended December 31, 1998 and 1997, the Partnership did not pay or accrue any
distributions from Cash Available for Distribution to the General Partners.

         During the liquidation stage of the Partnership, the General Partners
and their affiliates are entitled to receive distributions, subordinated to
specified minimum returns to the Limited Partners, as described in the
Partnership Agreement.

Item 13.   Exhibits and Reports on Form 8K.

(a)        Exhibits:

           The Exhibits listed on the accompanying Index to Exhibits are filed
           as part of this Annual Report and incorporated in this Annual Report
           as set forth in said Index.

(b)        Reports on Form 8-K - None


                                       30

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                                    By:   ONE WINTHROP PROPERTIES, INC.,
                                          Managing General Partner

                                          By: /s/ Michael Ashner
                                              ---------------------------
                                              Michael Ashner
                                              Chief Executive Officer

                                              Date:  March 26, 1999

         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
Partnership and in the capacities and on the dates indicated.

Signature/Name        Title                    Date
--------------        -----                    ----

/s/ Michael Ashner    Chief Executive          March 26, 1999
------------------    Officer and Director
Michael Ashner        


/s/ Thomas Staples    Chief Financial Officer  March 26, 1999
------------------
Thomas Staples


                                       31

<PAGE>

                                INDEX TO EXHIBITS

Exhibit                                                               Page
-------                                                               ----

  3         Amended and Restated Agreement of Limited Partnership      (1)
            of Winthrop Partners 80 dated as of June 5, 1980

  4         See Exhibit (3).

 10(a)      Property Management Agreement between Winthrop             (1)
            Partners 80 and WP Management Co., Inc. dated
            February 12, 1980

 10(b)      Documents relating to Dairymart, formerly The Lawson       (2)
            Company ("Dairymart"), property in Bolivar, Ohio

 10(c)      Documents relating to the Dairymart property in            (2)
            Creston, Ohio

 10(d)      Documents relating to the Dairymart property in            (2)
            Berkley, Michigan

 10(e)      Documents relating to the Motorola, formerly               (3)
            Duckwall-Alco Stores, Inc., property in
            Mt. Pleasant, Iowa

            Release Agreement and Assumption and Assignment of         (4)
            Lease, dated September 29, 1989

            First Amendment to Sublease, dated March 31, 1990.         (4)

            Second Amendment to Sublease, dated April 9, 1991.         (4)

 10(f)      Documents relating to the Duckwall-Alco Stores, Inc.       (3)
            property in Nebraska City, Nebraska

            Assumption and Amendment to Lease, dated September         (4)
            11, 1989

10(g)       Documents relating to the Wal-Mart Stores, Inc.            (3)
            ("Wal-Mart") property in Bowling Green, Kentucky

10(h)       Documents relating to the Wal-Mart property in             (3)
            Victoria, Texas

10(i)       First Amendment to Lease, date October 7, 1994,            (5)
            between Winthrop Partners 80 Limited Partnership
            and Wal-Mart Stores, Inc.


                                       32

<PAGE>

16.         Letter from Arthur Andersen LLP dated September            (6)
            19, 1996.

27.         Financial Data Schedule                                    34

99.         Supplementary Information required pursuant to             36
            Section 9.4 of the Partnership Agreement

----------

(1)  Incorporated herein by reference to the Partnership's Registration
     Statement on Form S-11, File No. 2-66725.

(2)  Incorporated herein by reference to the Partnership's Current Report on
     Form 8-K dated October 10, 1980).

(3)  Incorporated herein by reference to the Partnership's Current Report on
     Form 8-K dated January 7, 1981).

(4)  Incorporated herein by reference to the Partnership's annual report on Form
     10-K dated March 31, 1992

(5)  Incorporated by reference to Registrant's Annual Report on Form 10-K for
     the year ended December 31, 1994.

(6)  Incorporated by reference to the Partnership's Current Report on Form 8-K
     dated September 23, 1996.


                                       33