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

For the year ended December 31, 2004                  Commission File 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.)

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts       02114
-----------------------------------------------------------------       -----
         (Address of principal executive offices)                     (Zip Code)

        Registrant's telephone number including area code (617) 570-4600
                                                          --------------

        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. |X|

Registrant's revenues for its most recent fiscal year were $513,000.

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>

      Certain matters discussed herein are forward-looking statements. We have
based these forward-looking statements on our current expectations and
projections about future events. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should,"
"estimates," or "anticipates," or the negative thereof or other variations
thereof or comparable terminology. All forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our actual
transactions, results, performance or achievements to be materially different
from any future transactions, results, performance or achievements expressed or
implied by such forward- looking statements. Although we believe the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that our expectations will be
attained or that any deviations will not be material. We disclaim any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this annual report on Form 10-KSB to
reflect any change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

                                     PART I

Item 1. Description of Business.

      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 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.

      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, 2004, net of accounts payable,
accrued expenses and distributions payable to partners is approximately $299,000
which is invested in money market instruments. Sixteen properties have been
sold: one in 1989, two in 1991, two in 1992, two in 1993, one in January 1996,
one in August 1997, one in March 1998, three in 1999, one in November 2002, one
in October 2003 and one in October 2004. 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.


                                       2
<PAGE>

      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, 2004, limited
partners had received a return of capital equal to $392.25.

Property Matters

      In light of the initial investment strategy of the Partnership, the
current favorable real estate market and the remaining lease terms on the
properties, the general partner has been marketing the Partnership's remaining
properties for sale. At present, the Partnership has not entered into any
contracts for the sale of its remaining properties and there can be no assurance
that their marketing efforts will result in sales of the remaining properties.
The lease terms at both of the Partnership's remaining properties expire in 2005
with the provision that the tenant at the Nebraska City property has the right
to extend the term for three additional five-year terms. Accordingly, the
Partnership is seeking either to sell or re-let both properties.

      Hobby Lobby Creative Center/Consolidated Stores, Victoria, Texas. In
October 2004, the Partnership sold its Victoria, Texas property to an
unaffiliated third party for $3,750,000. The Partnership received net proceeds
of $3,514,000 after payment of closing costs of $236,000. The Partnership
recognized a gain for financial reporting purposes of $1,621,000.

      Toys R Us, Beaumont, Texas In October 2003, the Partnership sold its
Beaumont, Texas property to an unaffiliated third party for $2,400,000. The
Partnership received net proceeds of $2,377,000, after payment of closing costs
of $23,000. The Partnership recognized a gain for financial reporting purposes
of $1,400,000.

      Duckwall-Alco Stores, Nebraska City, Nebraska On September 21, 2000, the
tenant exercised the option to extend the lease for five years at the same
rental rates. The lease will expire on December 22, 2005 subject to the tenant's
right to extend the term for three additional five-year terms.

      Experian Services Corporation, Mt. Pleasant, Iowa. In April 2001, the
Partnership entered into a net lease agreement with Experian Services
Corporation for this vacated property at approximately the same annual rental as
the previous tenant. The initial lease term began on April 23, 2001 and was
scheduled to expire on March 31, 2003 with the tenant having an option to renew
the lease for two renewal terms of one year each. The tenant elected to exercise
both one-year renewal options. The lease will now expire on March 31, 2005 as
the tenant has notified us that they do not intend on remaining in the property.
The Partnership is attempting to release the space. The tenant was required to
pay annual rent of $128,450 during the initial term and any renewal term.


                                       3
<PAGE>

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 affiliates of the General Partners.


                                       4
<PAGE>

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.

<TABLE>
<CAPTION>
                                                                                     Original
                                                 Date of       Total Cost of        Portfolio        Size Building/
Tenant/Location                                  Purchase     the Property(1)     Percentage(2)          Land(3)
---------------                                  --------     ---------------     -------------          -------
<S>                                              <C>              <C>                   <C>            <C>
Experian Services Corporation/Mt. Pleasant,
     Iowa                                        12/24/80         $982,617              5              35,700/3.0
Duckwall-Alco Stores, Inc. Nebraska City,        12/24/80         $972,007              5              35,700/2.0
     Nebraska
</TABLE>

(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.

      The Partnership owns the fee interest in each of these properties free of
any mortgages. Each of the properties is commercial or industrial in nature and
are triple net leased to a single tenant. 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. 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. As indicated below, the lease terms at both
properties expire in 2005 with the tenant at the Nebraska City property having
the right to extend the term for three additional five-year terms. As a result,
the Partnership will be responsible for costs, maintenance, repairs and
improvements at the Mt. Pleasant property and, if the lease is not extended, the
Nebraska City property until they are either sold or a new tenant can be found.
The Partnership believes that it will be subject to significant competition in
attracting replacement tenants.

      Tenants with 2004 rental payments received, including percentage rents, of
10% or more of the Partnership's total rental revenue, are as follows: Hobby
Lobby, Victoria, Texas 41%; Duckwall-Alco Stores, Nebraska City, Nebraska 20%;
Consolidated Stores Corporation, Victoria, Texas 16%; and Experian Services
Corporation, Mt. Pleasant, Iowa 23%.


                                       5
<PAGE>

      The following table sets forth the tenant, business conducted by the
tenant, expiration date of the lease term, renewal options and the 2004 annual
base rent received for the leases at the Partnership's remaining properties:

<TABLE>
<CAPTION>
Tenant                                   Business of          Lease            Renewal           2004 Annual
Property/Location                        Tenant               Expiration       Option (1)        Base Rent
-----------------                        ------               ----------       ----------        ---------
<S>                                      <C>                  <C>                 <C>            <C>
Experian Services Company / Mt.          Retail Dept. Store   3-31-2005             -            $128,450
     Pleasant, Iowa (3)

Duckwall-Alco Stores, Inc. / Nebraska    Retail Dept. Store   12-22-2005          3/5            $109,200(2)
     City, Nebraska
</TABLE>

(1)   The first number represents the number of renewal options. The second
      number represents the length of each option.
(2)   Additional percentage rent of $2,000, representing a percentage of store
      sales was received in 2004.
(3)   Lease not renewed.

      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, 2004:

<TABLE>
<CAPTION>
                              Gross
                             Carrying        Accumulated                                 Federal
Property                     Value(1)      Depreciation(1)      Rate       Method       Tax Basis
--------                     --------      ---------------      ----       ------       ---------
<S>                          <C>             <C>               <C>           <C>         <C>
Mt. Pleasant, Iowa           $525,000        $375,000          5/40 yr.      S/L         $259,075
Nebraska City, Nebraska      $580,000        $345,000          5/40 yr.      S/L         $245,686
</TABLE>

(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.


                                       6
<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 March 1, 2005, there were 1,396 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, 2004 and 2003, the
Partnership 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:

                                                Amount of
            Distribution with Respect to      Distribution
            Quarter Ended                       Per Unit
            -------------                       --------
                                          2004             2003
                                          ----             ----
            March 31                    $ 3.64           $ 4.68
            June 30                       3.64             4.68
            September 30                  3.64            56.75
            December 31                  79.14             5.74

See "Item 6. Management's Discussion and Analysis and Plan of Operation" for
disclosure regarding the Partnership's ability to make distributions in the
future.

      Affiliates of the Managing General Partner own a total of 10,321.47 Units
representing approximately 23% of the total Units. A number of these Units were
acquired pursuant to a tender offer made by an affiliate of the General Partner.
It is possible that this affiliate may make additional offers in the future.

      Over the past few years many companies have begun making "mini-tenders"
(offers to purchase an aggregate of less than 5% of the total outstanding units)
for limited partnership interests in the Partnership. Pursuant to the rules of
the Securities and Exchange Commission, when a tender offer is commenced for
Units the Partnership is required to provide limited partners with a statement
setting forth whether it believes limited partners should tender or whether it
is remaining neutral with respect to the offer. Unfortunately, although the
Securities and Exchange Commission has stated that a copy of any offer should be
sent by the bidder to the Partnership, the rules of the Securities and Exchange
Commission do not require that the bidders in certain tender offers provide the
Partnership with a copy of their offer. As a result, the Managing General
Partner often does not become aware of such offers until shortly before they are
scheduled to expire or even after they have expired. Accordingly, the Managing


                                       7
<PAGE>

General Partner does not have sufficient time to advise you of its position on
the tender. In this regard, please be advised that pursuant to the discretionary
right granted to the Managing General Partner of your partnership in the
Partnership Agreement to reject any transfers of units, the Managing General
Partner will not permit the transfer of any Unit in connection with a tender
offer unless: (i) the Partnership is provided with a copy of the bidder's
offering materials, including amendments thereto, simultaneously with their
distribution to the limited partners; (ii) the offer provides for withdrawal
rights at any time prior to the expiration date of the offer and, if payment is
not made by the bidder within 60 days of the date of the offer, after such 60
day period; and (iii) the offer must be open for at least 20 business days and,
if a material change is made to the offer, for at least 10 business days
following such change.

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 Partnership from time to time.
The discussion of the Partnership'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 Partnership'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

      The Partnership continues to hold an interest in two properties, each of
which is leased to one tenant pursuant to net leases. 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. The lease term
with respect to the Partnership's Mt. Pleasant property expires on March 31,
2005 and the lease term with respect to the Partnership's Nebraska City property
expires December 22, 2005, subject to the tenant exercising its right to extend
the lease for three additional five-year terms. There can be no assurance that
the Partnership will be able to sell or re-let one or both of the properties at
a favorable price or rental rate. If the Partnership is unable to sell or re-let
a property, the Partnership will be responsible for all of the operating
expenses and capital expenditures at the Mt. Pleasant property and, if the
tenant does not extend the term, the Nebraska City property without any
corresponding revenue which will negatively impact the Partnership's operations
and liquidity as reserves will be required to be used to satisfy such costs.

      In light of the initial investment strategy of the Partnership, the
current favorable real estate market and the remaining lease terms on the
properties, the general partner has been marketing the Partnership's remaining
properties for sale. In this regard, in October 2004, the Partnership sold its
Victoria, Texas property to an unaffiliated third party for $3,750,000. The
Partnership received net proceeds of $3,514,000 after payment of closing costs
of $236,000. The Partnership recognized a gain for financial reporting purposes
of $1,621,000. The Partnership distributed the net proceeds received from the
sale in the first quarter of 2005. At present, the Partnership has not entered
into any contracts for the sale of its two remaining properties and there can be
no assurance that these marketing efforts will result in sales of these
remaining properties.


                                       8
<PAGE>

      The level of liquidity based on cash and cash equivalents experienced a
$3,176,000 increase at December 31, 2004 as compared to December 31, 2003. The
increase was due to net proceeds received from the sale of a property of
$3,514,000 (investing activity) and net cash provided by operating activities of
$422,000, which were partially offset by partner distributions (financing
activity) of $760,000. Net cash provided by operating activities consists of net
cash provided by continuing operations of $140,000 and net cash provided by
discontinued operations of $282,000. During the year ended December 31, 2004,
the Partnership made cash distributions of $760,000 ($16.66 per unit) to its
limited partners. At December 31, 2004, the Partnership had $3,938,000 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 will be responsible
for operating expenses, such as real estate taxes, insurance and utility
expenses associated with the Mt. Pleasant property and, if the tenant does not
exercise its right to extend the lease term, the Nebraska City property. The
Partnership's rental and interest income was sufficient at December 31, 2004,
and is expected to be sufficient until expiration of the leases, to pay all of
the Partnership's operating expenses. As of December 31, 2004, the Partnership
recorded an accrued distribution of $3,612,000 ($79.14 per unit) to its limited
partners.

      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. 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 does not presently have plans for capital
improvements at any of its properties.

      The Partnership's only significant critical accounting policy relates to
the evaluation of the fair value of real estate. The Partnership evaluates the
need for an impairment loss on its real estate assets 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 assets to its carrying amount. The evaluation of
the fair value of real estate is an estimate that is susceptible to change and
actual results could differ from those estimates.

      None of the recently issued accounting standards had any effect on the
Partnership's financial statements.

Results of Operations

      Net income decreased by $92,000 for the year ended December 31, 2004 as
compared to 2003 due to a decrease in income from discontinued operations of
$99,000, which was partially offset by an increase in income from continuing
operations of $7,000.


                                       9
<PAGE>

      Income from continuing operations increased by $7,000 for the year ended
December 31, 2004 as compared to 2003 due to an increase in income of $2,000 and
a decrease in expenses of $5,000. Income increased due to an increase in
interest on short-term investments of $5,000, which was partially offset by a
decrease in rental income of $3,000. The decrease in expenses was attributable
to a decrease in general and administrative expenses of $5,000.

      Income from discontinued operations decreased by $99,000 for the year
ended December 31, 2004 as compared to 2003 due to a decrease in income from
operations of sold properties of $320,000, which was partially offset by an
increase in the gain on sale of properties of $221,000. The Partnership sold its
Victoria, Texas property in October 2004 and its Beaumont, Texas property in
October 2003. As a result of classifying the Victoria, Texas property as
discontinued operations in 2004, the Partnership has reclassified the 2003
results of operations of this property to discontinued operations for
comparative purposes. Therefore, the income from operations of sold properties
includes both properties for 2003.

      For the year ended December 31, 2004, income from discontinued operations
of $1,732,000 consisted of rental income of $259,000, net of expenses of
$148,000 and a gain on sale of property of $1,621,000. For the year ended
December 31, 2003, income from discontinued operations of $1,831,000 consisted
of rental income of $545,000, net of expenses of $114,000 and a gain on sale of
property of $1,400,000.

Quantitative and Qualitative Disclosures of Market Risk

      The Partnership does not have any financial instruments that would expose
it to market risk associated with the risk of loss arising from adverse changes
in market rates and prices.


                                       10
<PAGE>

Item 7. Financial Statements

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                                      INDEX

                                                                            Page

Report of Independent Registered Public Accounting Firm ......................12

Financial Statements:

Balance Sheets as of December 31, 2004 and 2003...............................13

Statements of Income for the Years Ended
     December 31, 2004 and 2003...............................................14

Statements of Partners' Capital for the Years Ended
     December 31, 2004 and 2003...............................................15

Statements of Cash Flows for the Years Ended
     December 31, 2004 and 2003...............................................16

Notes to Financial Statements.................................................17


                                       11
<PAGE>

             Report of Independent Registered Public Accounting Firm

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) (the "Partnership") as of
December 31, 2004 and 2003, 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 the standards of the Public Company
Accounting Oversight Board (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 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, 2004 and 2003, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.


                                                   /s/ Imowitz Koenig & Co., LLP

New York, New York
January 31, 2005


                                       12
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                                 BALANCE SHEETS
                        (In Thousands, Except Unit Data)

                                                                DECEMBER 31,
                                                            -------------------

                                                             2004        2003
                                                            -------     -------
ASSETS

Real estate at cost, net of accumulated depreciation
      of $720 (2004) and $924 (2003)                        $   385     $ 2,339


Cash and cash equivalents                                     3,938         762

Other assets and deferred costs, net of accumulated
      amortization of $91 (2003)                                 15         252

Other assets of discontinued operations                          34          --
                                                            -------     -------

            Total Assets                                    $ 4,372     $ 3,353
                                                            =======     =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accounts payable and accrued expenses                       $    27     $    81
Distributions payable to partners                             3,612         262
                                                            -------     -------

            Total Liabilities                                 3,639         343
                                                            -------     -------

Partners' Capital:

Limited Partners -
   Units of Limited Partnership Interest,
   $500 stated value per Unit; authorized - 50,010
   Units; issued and outstanding - 45,646 Units               1,310       3,620
General Partners' Deficit                                      (577)       (610)
                                                            -------     -------

            Total Partners' Capital                             733       3,010
                                                            -------     -------

            Total Liabilities and Partners' Capital         $ 4,372     $ 3,353
                                                            =======     =======

                       See Notes to Financial Statements.


                                       13
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
                        (In Thousands, Except Unit Data)

                                                        YEARS ENDED DECEMBER 31,
                                                        ------------------------

                                                            2004      2003
                                                           ------    ------
Income:

Rental income                                              $  239    $  242
Interest on short-term investments                             15        10
                                                           ------    ------

         Total income                                         254       252
                                                           ------    ------

Expenses:

Depreciation                                                   39        39
Management fees                                                 4         4
General and administrative                                    110       115
                                                           ------    ------

         Total expenses                                       153       158
                                                           ------    ------

Income from continuing operations                             101        94
                                                           ------    ------

Discontinued operations:

Income from operations                                        111       431
Gain on sale of properties                                  1,621     1,400
                                                           ------    ------

Income from discontinued operations                         1,732     1,831
                                                           ------    ------


Net income                                                 $1,833    $1,925
                                                           ======    ======

Net income allocated to general partners                   $   33    $   56
                                                           ======    ======

Income from continuing operations allocated
    to limited partners                                    $   93    $   86

Income from discontinued operations allocated
    to limited partners                                     1,707     1,783
                                                           ------    ------
Net income allocated to limited partners                   $1,800    $1,869
                                                           ======    ======

Income from continuing operations per
    Unit of Limited Partnership Interest                   $ 2.04    $ 1.89
Income from discontinued operations per
    Unit of Limited Partnership Interest                    37.39     39.06
                                                           ------    ------

Net income per Unit of Limited Partnership Interest        $39.43    $40.95
                                                           ======    ======

Distributions per Unit of Limited Partnership Interest     $90.06    $71.85
                                                           ======    ======

                       See Notes to Financial Statements.


                                       14
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                         STATEMENTS OF PARTNERS' CAPITAL
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                        (In Thousands, Except Unit Data)


                                 Units of
                                  Limited     General      Limited       Total
                                Partnership  Partners'    Partners'    Partners'
                                 Interest     Deficit      Capital      Capital
                                -----------  ---------    ---------    ---------

Balance - January 1, 2003          45,646     $  (666)     $ 5,031      $ 4,365

    Distributions                      --          --       (3,280)      (3,280)
    Net income                         --          56        1,869        1,925
                                  -------     -------      -------      -------

Balance - December 31, 2003        45,646        (610)       3,620        3,010

    Distributions                      --          --       (4,110)      (4,110)
    Net income                         --          33        1,800        1,833
                                  -------     -------      -------      -------

Balance - December 31, 2004        45,646     $  (577)     $ 1,310      $   733
                                  =======     =======      =======      =======

                       See Notes to Financial Statements.


                                       15
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                                                        ------------------------
                                                                           2004        2003
                                                                          -------     -------
<S>                                                                       <C>         <C>
Cash Flows From Operating Activities:

Continuing Operations:
     Income from continuing operations                                    $   101     $    94
     Adjustments to reconcile income from continuing operations
       to net cash provided by continuing operations:
        Depreciation                                                           39          39

     Changes in assets and liabilities:
        (Increase) decrease in other assets                                    (6)         11
        Increase (decrease) in accounts payable and accrued expenses            6          (7)
                                                                          -------     -------

        Net cash provided by continuing operations                            140         137
                                                                          -------     -------

Discontinued Operations:
     Income from discontinued operations                                    1,732       1,831
     Adjustments to reconcile income from discontinued operations
       to net cash provided by discontinued operations:
        Depreciation                                                           22          77
        Amortization                                                           80          24
        Gain on sale of properties                                         (1,621)     (1,400)
     Changes in assets and liabilities of discontinued operations:
        Decrease (increase) in other assets of discontinued operations        128        (104)
        Decrease in liabilities of discontinued operations                    (59)        (15)
                                                                          -------     -------

        Net cash provided by discontinued operations                          282         413
                                                                          -------     -------

     Net cash provided by operating activities                                422         550
                                                                          -------     -------

Cash Flows From Investing Activities

        Net proceeds from sale of properties-discontinued operations        3,514       2,377
                                                                          -------     -------

        Cash provided by investing activities                               3,514       2,377
                                                                          -------     -------

Cash Flows From Financing Activities:

     Cash distributions                                                      (760)     (5,220)
                                                                          -------     -------

     Cash used in financing activities                                       (760)     (5,220)
                                                                          -------     -------

Net increase (decrease) in cash and cash equivalents                        3,176      (2,293)

Cash and cash equivalents, beginning of year                                  762       3,055
                                                                          -------     -------

Cash and cash equivalents, end of year                                    $ 3,938     $   762
                                                                          =======     =======

Supplemental Disclosure of Non-Cash Financing Activities

Accrued distributions to partners                                         $ 3,612     $   262
                                                                          =======     =======
</TABLE>

                       See Notes to Financial Statements.


                                       16
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

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
      two properties which are located in Iowa and Nebraska. The properties are
      each leased to one tenant under net lease agreements.

      Use of Estimates

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect 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 ("SFAS") 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. At
      December 31, 2004 and 2003, all of the Partnership's leases are accounted
      for under the 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 a lease that provides for a minimum
      annual rent plus additional rent based on percentages of sales at the
      applicable property ("percentage rent"). This percentage rent is recorded
      when earned. For the years ended December 31, 2004 and 2003, the
      Partnership received percentage rent totaling approximately $2,000 and
      $4,000, respectively.


                                       17
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (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. 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 40 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 lower of the fair market value or the residual
      value at the date of implementation of operating lease accounting.

      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.

      Deferred Costs

      At December 31, 2003, deferred leasing costs of $172,000 were being
      amortized on a straight-line basis over the life of the respective leases.
      Accumulated amortization totaled $91,000 at December 31, 2003.

      Fair Value of Financial Instruments

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


                                       18
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

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

      Distributions to Partners

      The Partnership's distributions declared aggregated $4,110,000 ($90.06 per
      unit) and $3,280,000 ($71.85 per unit) to its limited partners for the
      years ended December 31, 2004 and 2003, respectively. There were no
      distributions to the general partners. The cash distribution due partners
      for the years ended December 31, 2004 and 2003 is recorded in the
      accompanying financial statements as a liability and a reduction of
      partner's capital.

      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
      mutual funds that invest in U.S. Treasury Bills and repurchase agreements
      with original maturity dates of three months or less.

      Segment Reporting

      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.

      Reclassifications

      Certain prior year amounts have been reclassified to conform to the 2004
      presentation, including the reporting of discontinued operations for those
      assets that have been disposed of


                                       19
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

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

      in accordance with SFAS No. 144, "Accounting for the Impairment or
      Disposal of Long-Lived Assets."

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 Winthrop Management LLC. Winthrop Management LLC
      earned $8,000 and $11,000 ($4,000 and $7,000 of which is included in
      discontinued operations for 2004 and 2003) for managing the properties of
      the Partnership for the years ended December 31, 2004 and 2003,
      respectively.

      Profits and losses from operations 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 cumulative cash distributions they have received. 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.

      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.

      Affiliates of the general partners own approximately 23% of the
      outstanding limited partnership units. Distributions to these affiliates
      were approximately $929,000 and $735,000 for the years ended December 31,
      2004 and 2003, respectively.


                                       20
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

3.    REAL ESTATE LEASED TO OTHERS

      Real estate leased to others, at cost, is summarized as follows:

                                                            December 31,
                                                    ---------------------------
                                                        2004            2003
                                                    -----------     -----------

      Land                                          $   131,000     $   568,000
      Commercial buildings                              974,000       2,695,000
      Accumulated depreciation                         (720,000)       (924,000)
                                                    -----------     -----------

                                                    $   385,000     $ 2,339,000
                                                    ===========     ===========

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

                    2005...........................................$    141,000

      4. SIGNIFICANT TENANTS

      For the year ended December 31, 2004, 43% of rental revenue, including
      discontinued operations, was from the two remaining tenants. For the year
      ended December 31, 2003 five tenants comprised 100% of the Partnership's
      rental revenue. Each tenant represented 14% or more of rental revenue.

      5. PROPERTY MATTERS AND SALE OF PROPERTIES

      In light of the initial investment strategy of the Partnership, the
      current favorable real estate market and the remaining lease terms on the
      properties, the general partner has been marketing the Partnership's
      remaining properties for sale. In this regard, in October 2004, the
      Partnership sold its Victoria, Texas property to an unaffiliated third
      party for $3,750,000. The Partnership received net proceeds of $3,514,000
      after payment of closing costs of $236,000. The Partnership recognized a
      gain for financial reporting purposes of $1,621,000. At present, the
      Partnership has not entered into any contracts for the sale of its two
      remaining


                                       21
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

5.    PROPERTY MATTERS AND SALE OF PROPERTIES (Continued)

      properties and there can be no assurance that these marketing efforts will
      result in sales of these properties.

      The operations of the Partnership's Victoria, Texas property and its
      Beaumont, Texas property (which was sold during 2003) have been recorded
      as discontinued operations in the statements of income for the years ended
      December 31, 2004 and 2003. For the year ended December 31, 2004, income
      from discontinued operations of $1,732,000 consisted of rental income of
      $259,000, net of expenses of $148,000 and a gain on sale of property of
      $1,621,000. For the year ended December 31, 2003, income from discontinued
      operations of $1,831,000 consisted of rental income of $545,000, net of
      expenses of $114,000 and a gain on sale of property of $1,400,000.

6.    TAXABLE INCOME

      The Partnership's taxable income for 2004 and 2003 differs from net income
      for financial reporting purposes, as follows:

<TABLE>
<CAPTION>
                                                                    2004          2003
                                                                 ----------    ----------
<S>                                                              <C>           <C>
      Net income for financial reporting purposes                $1,833,000    $1,925,000
          Depreciation                                               27,000        58,000
          Deferred rent                                              56,000         8,000
          Gain on sale of property                                  899,000         1,000
          State taxes                                                    --       163,000
                                                                 ----------    ----------
      Taxable income                                             $2,815,000    $2,155,000
                                                                 ==========    ==========
      Taxable income per Unit of Limited Partnership Interest    $    60.61    $    45.58
                                                                 ==========    ==========
</TABLE>


                                       22
<PAGE>

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

      There were no disagreements with Imowitz Koenig & Co., LLP regarding the
2004 or 2003 audits of the Partnership's financial statements.

Item 8A. Controls and Procedures.

As of the end of the period covered by this annual report on Form 10-KSB, an
evaluation was carried out under the supervision and with the participation of
the General Partner's management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the Registrant's disclosure
controls and procedures (as such term is defined in Rule 13a-15 (e) under the
Securities Exchange Act of 1934). Based on that evaluation, the General
Partner's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Registrant's disclosure controls and
procedures were effective as of the end of the period covered by this report. In
addition, no change in our internal control over financial reporting (as defined
in Rule 13a- 15 (f) under the Securities Exchange Act of 1934) occurred during
the fourth quarter of our fiscal year ended December 31, 2004 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

Item 8B. Other Information.

      None.


                                       23
<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 March 1, 2005, the names of the directors and executive officers
of the Managing General Partner and the position held by each of them, are as
follows:

<TABLE>
<CAPTION>
                                     Position Held with the                         Has Served as a Director or
Name                                 Managing General Partner                       Officer Since
----                                 ------------------------                       -------------
<S>                                  <C>                                            <C>
Michael L. Ashner                    Chief Executive Officer and Director           1-96

Thomas C. Staples                    Chief Financial Officer                        1-99

Peter Braverman                      Executive Vice President and Director          1-96

Carolyn Tiffany                      Chief Operating Officer and Clerk              10-95
</TABLE>

      Mr. Ashner, age 52, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership and its affiliates ("WFA"), since
January 1996. Mr. Ashner is also the Chief Executive Officer of Newkirk MLP
Corp., the manager of the general partner of The Newkirk Master Limited
Partnership ("Newkirk") as well as the Chief Executive Officer of First Union
Real Estate Equity and Mortgage Investments ("First Union"), a real estate
investment trust listed on the New York Stock Exchange. Mr. Ashner also
currently serves on the Boards of Directors of the following publicly traded
companies: GB Holdings Inc. and Atlantic Entertainment Holdings, Inc., hotel and
casino operators, First Union and NBTY Inc., a manufacturer, marketer and
retailer of nutritional supplements.

      Mr. Staples, age 49, has been has been with WFA since 1995 and has served
as its Chief Financial Officer since January 1999. Mr. Staples also serves as
the Chief Financial Officer of First Union and Newkirk. Mr. Staples is a
certified public accountant.

      Mr. Braverman, age 53, has been the Executive Vice President of WFA since
January 1996. Mr. Braverman is also the Executive Vice President of Newkirk and
the President of First Union. Mr. Braverman also currently serves on the Board
of Directors of First Union.

      Ms. Tiffany, age 38, has been the Chief Operating Officer of WFA since
December 1997. Ms. Tiffany is also the Chief Operating Officer and Secretary of
Newkirk and First Union.


                                       24
<PAGE>

      One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of a number of 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.

      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.

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 March 1, 2005, except Quadrangle
Associates I L.L.C. ("Quadrangle"), an affiliate of the Managing General
Partner, which owns 10,079.47 Units (approximately 22% of the total outstanding
units) substantially all of which were acquired pursuant to its tender offer
commenced on August 23, 1999. The principal office of Quadrangle is located at 7
Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114. In
addition, WFA owns 32 Units and WFC Realty owns 210 Units.

      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 March 1, 2005.
WFA owns 32 Units, WFC Realty owns 210 Units and Quadrangle owns a total of
10,079.47 Units representing approximately 23% of the total Units. A number of
these Units were acquired pursuant to a tender offer made by an affiliate of the
General Partner. It is possible that this affiliate may make additional offers
in the future.


                                       25
<PAGE>

      (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.


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, LLC 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 the years ended December 31, 2004 and 2003, Winthrop
Management, LLC earned approximately $8,000 and $11,000, 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, 2004 and 2003, the Partnership did not make distributions to
the General Partners.

      Quadrangle, WFC Realty and WFA receive their proportionate share of Cash
Available for Distribution with respect to their Units owned pursuant to Section
4.1 of the Partnership Agreement.

      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

(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.


                                       26
<PAGE>

Item 14. Principal Accounting Fees and Services

      The Managing General Partner has reappointed Imowitz, Koenig & Co., LLP as
independent auditors to audit the financial statements of the Partnership for
2005.

      Audit Fees. Imowitz, Koenig & Co., LLP billed the Partnership for audit
fees of approximately $22,000 for both years ended December 31, 2004 and 2003.

      Audit Related Fees. Imowitz, Koenig & Co., LLP did not provide any audit
related services to the Partnership for the years ended December 31, 2004 and
2003.

      Tax Fees. Imowitz, Koenig & Co., LLP billed the Partnership for tax
services of approximately $15,000 and $16,000 for the years ended December 31,
2004 and 2003, respectively.

      Other Fees. Imowitz, Koenig & Co., LLP did not provide any other services
to the Partnership for which the Partnership was billed during the years ended
December 31, 2004 and 2003.


                                       27
<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 29, 2005

      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 Officer              March 29, 2005
------------------        and Director
Michael Ashner


/s/ Thomas Staples        Chief Financial Officer              March 29, 2005
------------------
Thomas Staples


                                       28
<PAGE>

                                INDEX TO EXHIBITS

            Exhibit                                                         Page

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

4           See Exhibit (3).

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

10(e)       Documents relating to the Duckwall-Alco Stores, Inc.             (2)
            property in Nebraska City, Nebraska

            Assumption and Amendment to Lease, dated September 11, 1989      (3)

31          Certifications Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

32          Certification Pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.

99          Supplementary Information required pursuant to 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 January 7, 1981).

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


                                       29