<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

For the year ended December 31, 2001             Commission File No.    0-9684
                   -----------------                                -----------

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

          Massachusetts                                    04-2654152
(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 $1,134,000.

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, 2001, net of accounts payable,
accrued expenses and distributions payable to partners is approximately $448,000
which is invested in money market instruments. Thirteen 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 and three in 1999. 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. 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 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, 2001, limited partners had
received a return of capital equal to $217.54. The general partners' 8% share of
sale proceeds would be paid subsequently.

                                       2
<PAGE>

Property Matters
----------------

     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.

     Hobby Lobby Creative Center/Consolidated Stores, 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 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. In July
2000, the Partnership entered into a lease agreement with Consolidated Stores
Corporation for the remaining portion of the property. The initial lease term is
scheduled to expire on January 31, 2007 with the tenant having an option to
renew the lease for three, five-year terms. The tenant is required to pay annual
rent of $113,904 during the initial term, $126,560 during the first renewal
term, $144,640 during the second renewal term and $162,720 during the third
renewal term. In addition, the tenant is required to pay percentage rent based
on gross sales in excess of certain thresholds. In lieu of providing the tenant
with build out costs, the tenant was not required to begin paying annual rent
until the first anniversary of the lease. The tenant occupied the premises on
October 15, 2000.

     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, 1999.
Motorola, however, elected to extend the lease for an additional one year term
at the then current rent. In February 2001, the Partnership received notice from
Motorola that they would vacate the property as of March 31, 2001. 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 is
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 is required to pay
annual rent of $128,450 during the initial term and any renewal term.

     Toys R Us, Livingston, NJ and Beaumont, TX. The original lease term at both
of these properties was scheduled to expire on January 31, 2001. The tenant has
exercised its option to renew these lease terms for an additional five year term
(January 31, 2006).

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.

                                       3
<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>
Toys "R" Us, Inc. / Livingston, NJ               11/19/80            2,127,950         10.7            43,000/5.0
Toys "R" Us, Inc. / Beaumont, TX                 11/19/80            2,234,050         11.3            43,000/4.5
Experian Services Corporation (4)/Mt.
Pleasant, IA                                     12/24/80              982,617          5              35,700/3.0
Duckwall-Alco Stores, Inc. Nebraska              12/24/80              972,007          5              35,700/2.0
City, NE
Hobby Lobby Creative Center and                  12/30/80            3,121,436          15             96,498/7.8
Consolidated Stores Corporation/Victoria, TX
</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.
(4)  Property was previously leased to Motorola, Inc. which vacated the property
     on March 31, 2001.

     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 other than the Victoria, Texas
Property. Each of the tenants [other than Experian Services Company] 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. In addition, the tenants are responsible for
all insurance requirements and the payment of real estate taxes directly to the
taxing authorities other than Hobby-Lobby and Consolidated Stores Company which
are required to pay to the Partnership additional rent to cover insurance, real
estate taxes, and common area maintenance charges. The Partnership believes that
each of the Properties is adequately covered by insurance.

     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 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 2001 rental payments, including percentage rents, of 10% or
more of the Partnership's total rental revenue, are as follows: Toys "R" Us,
Inc. in Livingston, New Jersey,

                                       4
<PAGE>

20%; Duckwall-Alco Store in Nebraska City, Nebraska, 11%; Toys "R" Us, Inc. in
Beaumont, Texas, 28%; and Hobby Lobby in Victoria, Texas, 28%.

     The following table sets forth the tenant, business conducted by the
tenant, expiration date of the lease term, renewal options and the 2001 annual
base rent for the leases at the Partnership's remaining properties:

<TABLE>
<CAPTION>

Tenant                                Business of        Lease                 Renewal            2001 Annual
Property/Location                     Tenant             Expiration            Option (1)         Base Rent
-----------------                     ------             ----------            ----------         ---------
<S>                                  <C>                <C>                   <C>                <C>
Toys "R" Us, Inc. / Livingston, NJ    Retail Toy Store   1-31-2006             4 - 7yr.           $214,000(2)

Toys "R" Us, Inc. / Beaumont, TX      Retail Toy Store   1-31-2006             4 - 5yr.           $224,700

Experian Services Company / Mt.       Retail Dept.       3-31-2003             2 - 1yr.           $128,450(3)
Pleasant, IA                          Store

Duckwall-Alco Stores, Inc. /          Retail Dept.       12-22-2005            -                  $109,200(4)
Nebraska City, NE                     Store

Consolidated Stores Corporation /     Dollar Store       1-31-2007             3 - 5yr.           $18,984(5)
Victoria, TX

Hobby Lobby Creative Center /         Hobby Store        5-31-2008             2 - 5yr.           $271,436
Victoria, TX
</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 $69,025, representing a percentage of store
     sales was received in 2001.
(3)  Initial lease term began April 23, 2001. The Partnership received rental
     income for 2001 of $88,488.
(4)  Additional percentage rent of $4,435, representing a percentage of store
     sales was received in 2001.
(5)  Tenant received a rent abatement for rent for a portion of 2000 and the
     first 10 months of 2001.

                                       5
<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, 2001:

<TABLE>
<CAPTION>
                                 Gross
                                Carrying         Accumulated                                            Federal
Property                        Value(1)       Depreciation(1)        Rate           Method            Tax Basis
--------                        --------       ---------------        ----           ------            ---------
<S>                            <C>             <C>                <C>               <C>               <C>
Livingston, NJ                     $ 595,826          -                -                -                  $ 898,613
Beaumont, TX                       $ 647,874          -                -                -                $ 1,024,026
Mt. Pleasant, IA                   $ 524,887      $ 286,880         5/40 yr.           S/L                 $ 285,015
Nebraska City, NE                  $ 580,000      $ 311,144         5/40 yr.           S/L                 $ 274,009
Victoria, TX                      $3,036,548      $ 240,745         5/40 yr.           S/L               $ 1,049,859
</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, 2002, there were 1,518 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, 2001 and 2000, 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:

<TABLE>
<CAPTION>
                                                Amount of
Distribution with Respect to                  Distribution
Quarter Ended                                   Per Unit
-------------                                   --------
                                          2001             2000
                                          ----             ----
<S>                                       <C>              <C>
March 31                                  $5.65            $4.98
June 30                                    5.65            25.85
September 30                               5.65             5.65
December 31                               12.59             5.65
</TABLE>


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 9,779.97 Units
representing approximately 21.43% 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

                                       7
<PAGE>

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
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.





                                       8
<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
-------------------------------

     The Partnership continues to hold an interest in five properties which are
leased to one or more tenants pursuant to net leases with remaining lease terms,
subject to extensions, ranging between approximately one and seven 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.
Due to the events of September 11th, it is expected that tenants will experience
difficulty in procuring insurance for terrorist acts. 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 property or procure a new tenant. If the Partnership
attempts to procure a new tenant, 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. One of the Partnership's
properties, located in Mt. Pleasant, Iowa, had a lease which expired on November
30, 2000. Motorola, who was the tenant at the property, continued to lease the
property on a month to month basis. Motorola vacated the property as of March
31, 2001. 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 is 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 is
required to pay annual rent of $128,450 during the initial term and any renewal
term.

     The level of liquidity based on cash and cash equivalents experienced a
$196,000 decrease at December 31, 2001 as compared to December 31, 2000. The
decrease was primarily due to partner distributions of $1,120,000, which was
substantially offset by net cash provided by operating activities of $900,000
and $24,000 of net cash provided by investing activities. The net cash provided
by investing activities consisted of $26,000 of lease payments received under a
financing lease net of a $2,000 payment for leasing costs. At December 31, 2001,
the Partnership had $1,121,000 in cash and cash equivalents which has been
invested primarily in money market mutual funds. At December 31, 2001, the
Partnership recorded an accrued distribution of $625,000, which consisted of
distributions of $50,000 to the general partners and $575,000 ($12.60 per unit)
to the limited partners. In addition, the Partnership paid distributions

                                       9
<PAGE>

in 2001 of $88,000 to the general partners and $1,032,000 ($22.61 per unit) to
the limited partners.

     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 any properties that become vacant and was responsible for a
portion of the operating expenses at the Victoria, Texas property during the
time it was vacant. The Partnership's rental and interest income was sufficient
for the year ended December 31, 2001, 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.

     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. The Partnership could
also be affected by declining economic conditions through the loss of rental
income as a result of a tenant becoming insolvent. In February 2000, the Toys
`R' Us leases for Livingston, New Jersey and Beaumont, Texas which expired on
January 31, 2001, were extended for five years at the same annual rental rates,
through January 31, 2006. 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'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 asset 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.

Results of Operations
----------------------

     Net income decreased by $727,000 for the year ended December 31, 2001 as
compared to 2000 due to a decrease in income of $681,000 and an increase in
expenses of $46,000.

     Income decreased due to the Partnership receiving insurance settlement
income of $916,000 during the year ended December 31, 2000, a decrease in
interest on short-term investments of $58,000, a decrease in interest income on
real estate leases accounted for under the financing method of $74,000, and a
decrease in other income of $2,000, which were partially offset by an increase
in rental income from real estate leases accounted for under the operating
method of $369,000. The increase in rental income from leases accounted for
under the operating method was primarily due to the reclassification of leases
accounted for under the financing method to operating leases. Likewise, the
decrease in interest income on leases accounted for under the financing method
was a result of this reclassification. In addition, rental income from leases
accounted for under the operating method increased by $80,000 as a result of

                                       10
<PAGE>

a lease agreement, which began in October 2000, with Consolidated Stores
Corporation for the vacant space at the Partnership's Victoria, Texas property.

     The increase in expenses was attributable to an increase in depreciation
and amortization expense of $96,000 and management fees of $1,000, which was
partially offset by decreases in operating expenses of $37,000 and general and
administrative expenses of $14,000. Depreciation expense increased as a result
of the reclassification of leases accounted for under the financing method to
operating leases. The remaining carrying values of the leases accounted for
under the financing method that were converted to operating leases are being
depreciated over the remaining estimated useful life of those assets. Operating
expenses decreased as a result of the Partnership leasing the vacant portion of
the Victoria, Texas property. General and administrative expenses decreased
primarily due to a decrease in legal fees.

Recently Issued Accounting Standards
------------------------------------

     The Financial Accounting Standards Board ("FASB") issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities -
an amendment of SFAS No. 133." These statements require companies to recognize
all derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether they
qualify for hedge accounting. These statements were effective for fiscal years
beginning after June 15, 2000. There was no effect from these statements on the
Partnership's financial statements.

     In July 2001, the FASB issued SFAS No. 141 "Business Combinations". SFAS
No. 141 requires that all business combinations be accounted for under the
purchase method of accounting. SFAS No. 141 also changes the criteria for the
separate recognition of intangible assets acquired in a business combination.
SFAS No. 141 is effective for all business combinations initiated after June 30,
2001. There was no effect from this statement on the Partnership's financial
statements.

     In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible
Assets". SFAS No. 142 addresses accounting and reporting for intangible assets
acquired, except for those acquired in a business combination. SFAS No. 142
presumes that goodwill and certain intangible assets have indefinite useful
lives. Accordingly, goodwill and certain intangibles will not be amortized but
rather will be tested at least annually for impairment. SFAS No. 142 also
addresses accounting and reporting for goodwill and other intangible assets
subsequent to their acquisition. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. This statement will not effect the
Partnership's financial statements.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed

                                       11
<PAGE>

Of" and the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations -Reporting the Effects of a Disposal of a
Business and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," for the disposal of a segment of a business. This statement also
amends ARB No. 51, "Consolidated Financial Statements," to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary. SFAS No. 144 is effective for fiscal years beginning after December
15, 2001, and interim periods within those fiscal years. The provisions of this
statement generally are to be applied prospectively. The Partnership does not
expect that this statement will have a material effect on the Partnership's
financial statements.

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.





                                       12
<PAGE>

Item 7.  Financial Statements

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                              FINANCIAL STATEMENTS
                              --------------------

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------

                                      INDEX
                                      -----



                                                                           Page
                                                                           ----

Independent Auditors' Report................................................14

Financial Statements:

Balance Sheets as of December 31, 2001 and 2000.............................15

Statements of Income for the Years Ended
     December 31, 2001 and 2000.............................................16

Statements of Partners' Capital for the Years Ended
     December 31, 2001 and 2000.............................................17

Statements of Cash Flows for the Years Ended
     December 31, 2001 and 2000.............................................18

Notes to Financial Statements...............................................19





                                       13
<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, 2001 and
2000, 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 auditing standards generally accepted
in the United States of America. 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, 2001 and 2000, 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, 2002


                                       14
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                                 BALANCE SHEETS
                                 --------------
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                              ---------------------------------------------
                                                                      2001                    2000
                                                              ---------------------    --------------------
<S>                                                           <C>                      <C>
ASSETS
Real Estate Leased to Others:
Accounted for under the operating method,
      at cost, net of accumulated depreciation of
      $839 (2001) and $675(2000)                              $              4,546     $             3,831
Accounted for under the financing method                                         -                     905
                                                              ---------------------    --------------------
                                                                             4,546                   4,736

Other Assets:
Cash and cash equivalents                                                    1,121                   1,317
Deferred costs and other assets, net of accumulated
      amortization of $42 (2001) and $18 (2000)                                223                     174
                                                              ---------------------    --------------------
           Total Assets                                       $              5,890     $             6,227
                                                              =====================    ====================

LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses                         $                 48     $                81
Distributions payable to partners                                              625                     280
                                                              ---------------------    --------------------

           Total Liabilities                                                   673                     361
                                                              ---------------------    --------------------

Partners' Capital:

Limited Partners -
   Units of Limited Partnership Interest,
   $500 stated value per Unit; authorized - 50,010
   Units; issued and outstanding - 45,646 Units                              5,889                   6,486
General Partners' Deficit                                                     (672)                   (620)
                                                              ---------------------    --------------------

           Total Partners' Capital                                           5,217                   5,866
                                                              ---------------------    --------------------

           Total Liabilities and Partners' Capital            $              5,890     $             6,227
                                                              =====================    ====================
</TABLE>

                       See notes to financial statements.

                                       15
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                              STATEMENTS OF INCOME
                              --------------------
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                                ----------------------------------------------
                                                                        2001                     2000
                                                                ---------------------    ---------------------
<S>                                                             <C>                      <C>
Income:
Rental income from real estate leases accounted
      for under the operating method                            $              1,089     $                720
Interest on short-term investments                                                39                       97
Interest income on real estate leases accounted
      for under the financing method                                               6                       80
Insurance settlement income                                                        -                      916
Other income                                                                       -                        2
                                                                ---------------------    ---------------------

         Total income                                                          1,134                    1,815
                                                                ---------------------    ---------------------

Expenses:
Depreciation and amortization                                                    188                       92
Management fees                                                                   16                       15
Operating expenses                                                                 2                       39
General and administrative                                                       112                      126
                                                                ---------------------    ---------------------

         Total expenses                                                          318                      272
                                                                ---------------------    ---------------------

Net income                                                      $                816     $              1,543
                                                                =====================    =====================

Net income allocated to general partners                        $                 65     $                 59
                                                                =====================    =====================

Net income allocated to limited partners                        $                751     $              1,484
                                                                =====================    =====================

Net income per Unit of Limited Partnership Interest             $              16.45     $              32.51
                                                                =====================    =====================

Distributions per Unit of Limited Partnership Interest          $              29.53     $              42.13
                                                                =====================    =====================
</TABLE>

                       See notes to financial statements.

                                       16
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                         STATEMENTS OF PARTNERS' CAPITAL
                         -------------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                  Units of
                                                   Limited             General              Limited               Total
                                                 Partnership          Partners'            Partners'            Partners'
                                                  Interest             Deficit              Capital              Capital
                                              ------------------  -------------------  ------------------   -------------------
<S>                                             <C>               <C>                  <C>                  <C>
Balance - January 1, 2000                                45,646   $             (592)  $           6,925    $            6,333
    Distributions                                                                (87)             (1,923)               (2,010)
    Net income                                                                    59               1,484                 1,543
                                              ------------------  -------------------  ------------------   -------------------
Balance - December 31, 2000                              45,646                 (620)              6,486                 5,866
    Distributions                                                               (117)             (1,348)               (1,465)
    Net income                                                                    65                 751                   816
                                              ------------------  -------------------  ------------------   -------------------
Balance - December 31, 2001                              45,646   $             (672)  $           5,889    $            5,217
                                              ==================  ===================  ==================   ===================
</TABLE>

                       See notes to financial statements.

                                       17
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                        YEARS ENDED DECEMBER 31,
                                                                              ---------------------------------------------
                                                                                      2001                    2000
                                                                              ---------------------    --------------------
<S>                                                                           <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                    $                816     $             1,543
Adjustments to reconcile net income to net cash provided
  by operating activities:
      Depreciation                                                                             164                      83
      Amortization                                                                              24                       9
      Insurance settlement income                                                                -                    (916)
Changes in assets and liabilities:
      Increase in other assets                                                                 (71)                    (53)
      (Decrease) increase in accounts payable and
           accrued expenses                                                                    (33)                     35
                                                                              ---------------------    --------------------

      Net cash provided by operating activities                                                900                     701
                                                                              ---------------------    --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Minimum lease payments received, net of interest income
         earned, on leases accounted for under the financing method                             26                     234
      Insurance settlement income                                                                -                     916
      Leasing costs                                                                             (2)                    (60)
                                                                              ---------------------    --------------------

      Net cash provided by investing activities                                                 24                   1,090
                                                                              ---------------------    --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Cash distributions                                                                    (1,120)                 (2,427)
                                                                              ---------------------    --------------------

      Cash used in financing activities                                                     (1,120)                 (2,427)
                                                                              ---------------------    --------------------

Net decrease in cash and cash equivalents                                                     (196)                   (636)

Cash and Cash Equivalents, Beginning of Year                                                 1,317                   1,953
                                                                              ---------------------    --------------------

Cash and Cash Equivalents, End of Year                                        $              1,121     $             1,317
                                                                              =====================    ====================

Supplemental Disclosure of Non-Cash Financing Activities
Accrued distributions to partners                                             $                625     $               280
                                                                              =====================    ====================
</TABLE>

                       See notes to financial statements.

                                       18
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------


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
     five properties, two of which are located in Texas and one each in Iowa,
     Nebraska and New Jersey. The properties are leased to one or more tenants
     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.

     (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.


                                       19
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------
                                   (Continued)
                                   -----------

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

     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 when
     earned. For the years ended December 31, 2001 and 2000, the Partnership
     received percentage rent totaling approximately $73,000 and $57,000,
     respectively.

     Revenue Recognition
     -------------------

     Rental income from tenants with leases having scheduled rental increases or
     deferred rental payments are recognized on a straight-line basis over the
     term of the lease.

     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.

     Deferred Costs
     --------------

     At December 31, 2001 and 2000, deferred leasing costs of $172,000 and
     $170,000 respectively, are being amortized on a straight-line basis over
     the life of the respective lease. Accumulated amortization totaled $42,000
     and $18,000 at December 31, 2001 and 2000, respectively.

                                       20
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------
                                   (Continued)
                                   -----------


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

     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 $1,348,000
     ($29.53 per Unit) and $1,923,000 ($42.13 per Unit) to its limited partners
     for the years ended December 31, 2001 and 2000, respectively. The cash
     distribution due partners for the three months ended December 31, 2001 and
     2000 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.

                                       21
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------
                                   (Continued)
                                   -----------


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

     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.

     Recently Issued Accounting Standards
     ------------------------------------

     The Financial Accounting Standards Board ("FASB") issued SFAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities" and SFAS No.
     138, "Accounting for Certain Derivative Instruments and Certain Hedging
     Activities - an amendment of SFAS No. 133." These statements require
     companies to recognize all derivatives on the balance sheet as assets or
     liabilities, measured at fair value. Gains or losses resulting from changes
     in the values of those derivatives would be accounted for depending on the
     use of the derivative and whether they qualify for hedge accounting. These
     statements were effective for fiscal years beginning after June 15, 2000.
     There was no effect from these statements on the Partnership's financial
     statements.

     In July 2001, the FASB issued SFAS No. 141 "Business Combinations". SFAS
     No. 141 requires that all business combinations be accounted for under the
     purchase method of accounting. SFAS No. 141 also changes the criteria for
     the separate recognition of intangible assets acquired in a business
     combination. SFAS No. 141 is effective for all business combinations
     initiated after June 30, 2001. There was no effect from this statement on
     the Partnership's financial statements.

     In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible
     Assets". SFAS No. 142 addresses accounting and reporting for intangible
     assets acquired, except for those acquired in a business combination. SFAS
     No. 142 presumes that goodwill and certain intangible assets have
     indefinite useful lives. Accordingly, goodwill and certain intangibles will
     not be amortized but rather will be tested at least annually for
     impairment. SFAS No. 142 also addresses accounting and reporting for
     goodwill and other intangible assets subsequent to their acquisition. SFAS
     No. 142 is effective for fiscal years beginning after December 15, 2001.
     This statement will not effect the Partnership's financial statements.


                                       22
<PAGE>


                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------
                                   (Continued)
                                   -----------

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

     Recently Issued Accounting Standards (Continued)
     ------------------------------------------------

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets," which addresses financial
     accounting and reporting for the impairment or disposal of long-lived
     assets. This statement supersedes SFAS No. 121, "Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
     Of" and the accounting and reporting provisions of APB Opinion No. 30,
     "Reporting the Results of Operations -Reporting the Effects of a Disposal
     of a Business and Extraordinary, Unusual and Infrequently Occurring Events
     and Transactions," for the disposal of a segment of a business. This
     statement also amends ARB No. 51, "Consolidated Financial Statements," to
     eliminate the exception to consolidation for a subsidiary for which control
     is likely to be temporary. SFAS No. 144 is effective for fiscal years
     beginning after December 15, 2001, and interim periods within those fiscal
     years. The provisions of this statement generally are to be applied
     prospectively. The Partnership does not expect that this statement will
     have a material effect on the Partnership's financial statements.

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. For each of the years ended December
     31, 2001 and 2000, Winthrop Management LLC earned $16,000 and $15,000,
     respectively for managing the properties of the Partnership.

     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.


                                       23
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------
                                   (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.

     During 1999, an affiliate of the general partner acquired for a purchase
     price of $160 per unit approximately 18% of the total limited partnership
     units of the Partnership (8,328.48 units). During 2001 and 2000, affiliates
     purchased an additional 2% and 1%, respectively. As a result of these
     purchases, the affiliates own approximately 21% of the outstanding limited
     partnership units.

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,
                                      --------------------------------------
                                            2001                  2000
                                      ----------------       ---------------

     Land                             $     1,811,000        $     1,811,000
     Commercial buildings                   3,574,000              2,695,000
     Accumulated depreciation                (839,000)              (675,000)
                                      ----------------       ---------------

                                      $     4,546,000        $     3,831,000
                                      ===============        ===============

     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:

              2002........................................     $   1,062,000
              2003........................................           965,000
              2004........................................           933,000
              2005........................................           931,000
              2006........................................           422,000
              Thereafter..................................           281,000
                                                               -------------
                                                               $   4,594,000
                                                               =============

                                       24
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------
                                   (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,
                                           -----------------------------------
                                                2001                2000
                                           ---------------     ---------------
     Minimum lease payments receivable     $      -            $        32,000
     Unguaranteed residual value                  -                    879,000
                                           ---------------     ---------------
                                                  -                    911,000
     Less:  Unearned income                       -                     (6,000)
                                           ---------------     ---------------
                                           $      -            $       905,000
                                           ===============     ===============

     The leases with Toys `R' Us for the Partnership's properties located in
     Livingston, New Jersey and Beaumont, Texas were scheduled to expire on
     January 31, 2002. In February 2000, both leases were renewed for an
     additional five years through January 31, 2006 at the same annual rental
     rates. At the beginning of the renewal period, the extended leases were
     reclassified as operating leases.

5.   SIGNIFICANT TENANTS
     -------------------

     For the year ended December 31, 2001 approximately 79% of revenue from
     rental operations was from four tenants. For the year ended December 31,
     2000 four tenants comprised approximately 90% of the Partnership's rental
     revenue. Approximately 34% and 40% of revenue from rental operations was
     from the Partnership's Victoria, Texas property during 2001 and 2000,
     respectively. This property had two tenants at the end of 2001 and 2000.

6.   INSURANCE SETTLEMENT INCOME
     ---------------------------

     The Partnership negotiated with Wal-Mart, a former tenant, for the
     settlement of insurance proceeds for damages sustained as a result of a
     hailstorm in April 1998 on a property that was sold during 1999. The
     Partnership received insurance proceeds, net of expenses, of $916,000 on
     this property in 2000.

                                       25
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                    ----------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------
                                   (Continued)
                                   -----------

7.   TAXABLE INCOME

     The Partnership's taxable income for 2001 and 2000 differs from net income
     for financial reporting purposes, as follows:

                                                    2001           2000
                                                 -----------    -----------
Net income for financial reporting purposes      $   816,000    $ 1,543,000
     Minimum lease payments received, net
     of interest income earned, on leases
     accounted for under the financing method         26,000        234,000
     Depreciation on leases accounted for
     under the financing method and tax
     depreciation adjustment                          74,000        (65,000)
     Deferred rent                                   (77,000)       (16,000)
                                                 -----------    -----------
Taxable income                                   $   839,000    $ 1,696,000
                                                 ===========    ===========

Taxable income per Unit of Limited
     Partnership Interest                        $     16.91    $     35.58
                                                 ===========    ===========


                                       26
<PAGE>


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

     There were no disagreements with Imowitz Koenig & Co., LLP regarding the
2001 or 2000 audits of the Partnership's financial statements.













                                       27
<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, 2002, 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>


     Michael L. Ashner, age 49, 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. Mr. Ashner currently serves as a
director of Nexthealth Corp., Great Bay Hotel and Casino Inc., Burnham Pacific
Properties, Inc. and NBTY, Inc.

     Thomas C. Staples, age 46, 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 50, 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 President of the Braverman Group, a firm
specializing in management consulting for the real estate and construction
industries.

                                       28
<PAGE>

     Carolyn Tiffany, age 35, 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 Residential Associates I, A Limited Partnership;
Winthrop Residential Associates II, A Limited Partnership; Winthrop Residential
Associates III, A Limited Partnership; 1999 Broadway Associates Limited
Partnership; Nantucket Island Associates 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; and Fairfield Inn by Marriott Limited
Partnership.

     In addition, each of the foregoing officers and directors hold similar
positions with Newkirk MLP Corp., GFB-AS Manager Corp. and AP-PCC III, L.P.,
entities that through one or more subsidiaries manage over 200 limited
partnerships that hold title to real property including, commercial properties,
residential properties and assisted living facilities.

     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.")

                                       29
<PAGE>


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, 2002, except Quadrangle
Associates I L.L.C., an affiliate of the Managing General Partner, which owns
9,779.97 Units (approximately 21.43% of the total outstanding units)
substantially all or which were acquired pursuant to its tender offer commenced
on August 23, 1999. The principal office of Quadrangle Associates I L.L.C. is
located at 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts
02114.

     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, 2001.
Affiliates of the Managing General Partner own a total of 9,779.97 Units
representing approximately 21.43% 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.

     (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

                                       30
<PAGE>

December 31, 2001 and 2000, Winthrop Management, LLC earned approximately
$16,000 and $15,000, 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 year ended December 31,
2001, the Partnership accrued a distribution from Cash Available for
Distribution to the General Partners of $49,972.

     Quadrangle Associates I L.L.C., an affiliate of the General Partners, owns
9,779.97 Units. Quadrangle Associates I L.L.C. receives its proportionate share
of Cash Available for Distribution, 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 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




                                       31
<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 28 2002

     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 28 2002
------------------       and Director
Michael Ashner

/s/ Thomas Staples       Chief Financial Officer             March 28 2002
------------------
Thomas Staples




                                       32
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
             Exhibit                                                                                      Page
             -------                                                                                      ----
<S>         <C>                                                                                          <C>
 3           Amended and Restated Agreement of Limited Partnership of Winthrop Partners 80 dated           (1)
             as of June 5, 1980

 4           See Exhibit (3).

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

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

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

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

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

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

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

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

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

99.          Supplementary Information required pursuant to Section 9.4 of the Partnership                 35
             Agreement
</TABLE>

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

(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).


                                       33
<PAGE>

(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.











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