<PAGE>


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

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

                                                       Commission File
For the year ended December 31, 1996                   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.)

  One International Place, Boston, Massachusetts             02110
  _______________________________________________           _______
     (Address of principal executive offices)              (Zip Code)

   Registrant's telephone number including area code (617)330-8600

   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. [ ]

                                                           Cover Page 1 of 2

<PAGE>


                                                           Cover Page 2 of 2

Registrant's revenues for its most recent fiscal year were $1,250,000

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

Transitional Small Business Disclosure Format:  Yes         No   X
                                                    ____        _____

                                       2

<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. On February 21, 1980, the
Partnership filed a Registration Statement on Form S-11 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") with
respect to a public offering of 50,000 units of limited partnership interest
("Units") at a purchase price of $500 per Unit (an aggregate of $25,000,000).
The Registration Statement was declared effective on June 9, 1980. The offering
terminated in February 1981, at which time 45,636 Units, representing capital
contributions from Limited Partners of $22,818,000, had been subscribed for.

        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. See "Change in Control."

        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, 1996, net of accounts payable,

accrued expenses and distributions payable to partners is approximately $453,000
which is invested in money market instruments. Eight properties have been sold:
one in 1989, two in 1991, two in 1992, two in 1993, and one in January 1996. In
addition, the Partnership acquired in 1996 the vacant parcel of land adjacent to
its Mt. Pleasant property. See "Acquisitions and

                                       3


<PAGE>


Dispositions" below. Many of the properties are located in areas with depressed
economies, making potential purchasers concerned about a possible rental
reduction when existing leases expire. The Partnership's future cash
distributions will include ongoing disbursements from rental income and one-time
disbursements of sale proceeds. 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. The Partnership continues to make quarterly
distributions from operations equal to approximately 2% of the capital accounts
of the limited partners. Pursuant to the terms of the Partnership Agreement, so
long as limited partners have received aggregate distributions from inception
equal to 8% of their original 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. See "Item 7 Financial Statements,
Note 2." 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. The general partners' 8% share of sale
proceeds would be paid subsequently. See Item 2, "Description of Properties" for
a description of the Partnership's remaining properties.

Property Matters

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

        Dairy Mart, Bolivar, Ohio, Dairy Mart, Creston, Ohio and Royal Oak,
Michigan - The lease with respect to each of these properties was extended
during 1995 at the current rates. The lease terms with respect to the Creston,
Ohio and Royal Oak, Michigan properties expire on June 30, 1998 and the lease
term with respect to the Bolivar, Ohio property was extended from June 30, 1996
to June 30, 1998.

                                       4

<PAGE>


Acquisitions and Dispositions

        Motorola, Inc., Mt. Pleasant, IA. During the second half of 1996, the
Partnership acquired the parcel of land immediately adjacent this property for
$25,000. The Managing General Partner believes that the purchase adjacent
property will have a positive effect on the value of the property.

        Dairy Mart, St. Clair Shore, MI. The property was sold to Dairy Mart's
sublet tenant, an unaffiliated third party, in January 1996 for a price of
$141,000 which was less than the original purchase price of $173,680. The sale
price was determined by an independent appraisal. The sale proceeds of
approximately $3 per unit, were distributed to limited partners with the first
quarter 1996 distribution. The cash-on-cash return provided by the property
during its holding period was approximately 8.12% per annum, taking into account
the quarterly distributions attributable to the property and the return of
capital upon sale. The Partnership's original investment in this properly
represented less than 1% of the initial offering proceeds.

Employees

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

Change in Control

        Until December 22, 1994, the sole general partner of Linnaeus
Associates Limited Partnership ("Linnaeus"), the sole general partner of WFA,
and the sole general partner of the Associate General Partner was Arthur J.
Halleran, Jr.. On December 22, 1994, pursuant to an Investment Agreement entered
into among Nomura Asset Capital Corporation ("NACC"), Mr. Halleran and certain
other individuals who comprised the senior management of WFA, the general
partnership interest in Linnaeus was transferred to W.L. Realty, L.P. ("W.L.
Realty"). W.L. Realty is a Delaware limited partnership, the general partner of
which was, until July 18, 1995, A.I. Realty Company, LLC ("Realtyco"), an entity
owned by certain employees of NACC. On July 18, 1995 Londonderry Acquisition II
Limited Partnership ("Londonderry II"), a Delaware limited partnership, and
affiliate of Apollo Real Estate Advisors, L.P.

                                       5

<PAGE>

("Apollo"), acquired, among other things, Realtyco's general partner interest in
W.L. Realty and a sixty four percent (64%) limited partnership interest in W.L.
Realty, and WFA acquired the sole general partner interest in the Associate
General Partner.

        As a result of the foregoing acquisitions, Londonderry II is the sole
general partner of W.L. Realty which is the sole general partner of Linnaeus,
and which in turn is the sole general partner of WFA. As a result of the
foregoing, effective July 18, 1995, Londonderry II, an affiliate of Apollo,
became the controlling entity of the Managing General Partner and the Associate
General Partner. In connection with the transfer of control, the officers and

directors of the Managing General Partner resigned and Londonderry II appointed
new officers and directors. See Item 9, "Directors, Executive Officers,
Promoters and Control Persons; Compliance With Section 16(a) of the Exchange
Act."

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.

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

Dairymart
 Bolivar, OH(4)             9/23/80     $  178,163        <1         2,520/0.8

 Creston, OH                9/23/80        150,695        <1         2,146/0.4

 Ashtabula, OH              9/23/80        151,815        <1         2,500/0.9

 Royal Oak, MI              9/23/80        199,237        <1         2,200/0.4

Toys "R" Us, Inc.
 Livingston, NJ            11/19/80      2,127,950        10.7      43,000/5.0

 Beaumont, TX              11/19/80      2,234,050        11.3      43,000/4.5

Motorola, Inc.
 Mt. Pleasant, IA(5)       12/24/80        982,617        5         35,700/3.0

Duckwall-Alco Stores, Inc.
 Nebraska City, NE         12/24/80        972,007        5         35,700/2.0

Wal-Mart Stores, Inc.(6)
 Bowling Green, KY         12/30/80      1,877,000        9         81,584/6.5

                                       6

<PAGE>

 Victoria, TX(7)           12/30/80      3,121,436        15        96,498/7.8

________________________
(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)  During 1987 Dairymart became associated with The Lawson Company and all
     Lawson Company stores changed their name to Dairymart.
(5)  In 1989, after the original tenant, Duckwall-Alco Stores, Inc., filed for
     bankruptcy protection, a new lease for a one-year term with the new
     tenant, Motorola, Inc., was entered into.

(6)  Building size was expanded from 62,400 square feet in 1985.
(7)  Building size was expanded from 91,498 square feet in 1985.

        The Partnership owns the fee interest in each of these properties free
and clear of any mortgages. All of these properties are commercial or industrial
in nature. Each of these properties is under a triple net lease to a single
tenant. Each of the tenants is a public company or a subsidiary of a public
company.

        Each of the Partnership's properties are leased to a single tenant with
the exception of the Ashtabula, Ohio property which was vacated by the tenant
upon the expiration of the lease. 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.

        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.

                                       7

<PAGE>


        Tenants with 1996 rental payments,  including  percentage  rents, of 10%
or more of the  Partnership's  total rental revenue,  are as follows:  Wal-Mart
Stores,  Inc. store in Victoria,  Texas,  24%;  Wal-Mart  Stores,  Inc. in
Bowling Green,  Kentucky,  24%; Toys "R" Us, Inc. in Livingston,  New Jersey,
18%; and Toys "R" Us, Inc. in Beaumont, Texas, 15%.

        The following table sets forth the tenant, business conducted by the
tenant, expiration date of the lease term, renewal options and the 1996 annual
base rent for the leases at the Partnership's remaining properties:

Tenant                   Business of       Lease        Renewal      1996 Annual
Property/Location        Tenant            Expiration   Option (1)   Base Rent
-----------------        -----------       ----------   ----------   ---------

Dairymart
 Bolivar, OH             Convenience         6-30-98    2 - 1 to     $ 18,701
                         Food Store                         5 yr

 Creston, OH             Convenience         6-30-98    4 - 1 to     $ 15,650

                         Food Store                         5 yr

 Royal Oak, MI           Convenience         6-30-98    4 - 1 to     $ 20,920
                         Food Store                         5 yr

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

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

Motorola, Inc.
 Mt. Pleasant, IA        Retail Dept.      12-22-2000   1 - 1 yr     $109,200
                         Store

Duckwall-Alco Stores, Inc.
 Nebraska City, NE       Retail Dept.              (2)         -     $111,600(3)

Wal-Mart Stores, Inc.
 Bowling Green, KY       Retail Dept.      12-23-2000   5 - 5 yr     $361,493(4)
                         Store

 Victoria, TX            Retail Dept.      12-23-2000   5 - 5 yr.    $352,262(4)

________________________
(1)  The first number represents the number of renewal options.  The second
     number represents the length of each option.
(2)  In 1989, after the tenant filed for bankruptcy protection, this lease
     was

                                       8
<PAGE>

     renegotiated. The tenant has the option to terminate the lease in
     1998.
(3)  Additional percentage rent of $2,239, representing a percentage of store
     sales was received in 1996.
(4)  Property is currently vacant, tenant continues to pay lease rent.

        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, 1996:

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

Bolivar, OH         123,987          83,217      5/40 yr.    S/L       94,946

Creston, OH         104,871          70,387      5/40 yr.    S/L       80,307


Royal Oak, MI       199,235         133,721      5/40 yr.    S/L       65,514

Livingston, NJ      595,826               -           -        -    1,067,661

Beaumont, TX        647,874               -           -        -    1,201,944

Mt. Pleasant, IA    524,999         198,888      5/40 yr.    S/L      369,415

Nebraska City, NE   580,000         204,424      5/40 yr.    S/L      365,963

Bowling Green, KY   469,250               -           -        -      740,187

Victoria, TX              -               -           -        -    1,033,577

--------
(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.

                                       9


<PAGE>


                                    PART II

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

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

        As of February 1, 1997, there were 2,116 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, 1996 and 1995,
the Partnership has made the following cash distributions with respect to the
Units to holders thereof as of the dates set forth below in the amounts set
forth opposite such dates:

         Distribution with                         Amount of Distribution
         Respect to Quarter Ended                  Per Unit
         ------------------------                  ----------------------
                                                     1996           1995

                                                     ----           ----

         March 31                                    10.34           5.74
         June 30                                      7.91          10.76
         September 30                                 6.86           7.51
         December 31                                  6.71           7.33



                                      10

<PAGE>

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

Liquidity and Capital Resources

        Each of the Partnership's remaining ten properties (except Ashtabula,
Ohio which is currently vacant) is leased to a single tenant pursuant to triple
net leases with remaining lease terms, subject to extensions, ranging between
eight months and four 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.

        The level of liquidity based on cash and cash equivalents experienced a
$109,000 increase at December 31, 1996 as compared to December 31, 1995. The
Partnership's $1,246,000 of cash provided by operating activities, $347,000 of
lease payments received (net of interest income) under financing leases and
$141,000 provided from the sale of its St. Clair Shores property (investing
activities) was only partially offset by $25,000 of cash to acquire additional
land adjacent to its Mount Pleasant, Iowa property (investing activities) and
$1,600,000 of cash used for partner distributions (financing activities).

        The Partnership requires cash primarily to pay management fees and
general and administrative expenses. In addition, the Partnership is responsible
for operating expenses, such as real estate taxes, insurance and utility
expenses associated with the vacant Ashtabula, Ohio property and would be
responsible for similar expenses if other properties were to become vacant upon
the expiration of leases. These operating expenses for the vacant Ashtabula,
Ohio property are not significant. The Partnership's rental and interest income
was sufficient for the year ended December 31, 1996, and is expected to be
sufficient in future periods, 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. With respect to the
three Dairy Mart

                                      11


<PAGE>


leases and the Motorola lease, the remaining terms of the original leases expire
in November of 1997 and June 1998 (Dairy Mart in Bolivar, Ohio recently
exercised a one year renewal to June 1998). The aforementioned leases represent
approximately 12% of annual rental receipts. The Duckwall lease, which expires
in 2000, provides the tenant with the option to terminate the lease in 1998. 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 competing for new tenants in the current rental markets
which may not be able to support terms as favorable as those contained in the
original lease options or it may seek to sell the property. Upon expiration of
tenant leases the Partnership will be required to either sell the properties or
procure new tenants. The Partnership maintains cash reserves to enable it to
make potential capital improvements required in connection with the re-letting
of the properties. The Partnership invests its working capital reserves in a
money market mutual fund.

        The Partnership has entered into a contract to sell its Creston, Ohio
property to the tenant of the property for $85,000. The original purchase price
of the property was approximately $151,000. If the sale is consummated, the
Managing General Partner expects it to be completed during the second quarter of
1997. If the sale is consummated, the Partnership will recognize a gain.

Results of Operations

        Net income decreased by $705,000 for the year ended December 31, 1996,
as compared to 1995, due to a decrease in revenues of $147,000 and a $600,000
loss due to the impairment of value (see Item 7, "Financial Statements", Note 1)
recorded on certain of the Partnership's properties (Mt. Pleasant, Iowa
($300,000), Nebraska City, Nebraska ($200,000) and two Ohio properties leased to
Dairymart ($100,000)), during the 1996 period.

        Revenues decreased by $147,000 for the year ended December 31, 1996, as
compared to 1995, primarily due to a decrease of $144,000 in rental income which
was partially offset by a $57,000 gain on the sale of the Partnership's St.
Clair Shores property. With respect to the remaining properties, rental income
decreased by approximately $126,000, primarily due to the elimination of
percentage rents in 1996 with respect to the Wal-Mart Bowling Green lease.
Wal-Mart, which vacated the Bowling Green property during 1995, continues to pay
rent, and is attempting to sublet the property.


                                      12

<PAGE>


        With respect to the remaining properties, except for the loss due to
impairment of value in 1996 and 1995, total expenses increased $31,000 during
the year ended December 31, 1996, as compared to 1995. General and
administrative expenses increased $50,000 due to an increase in professional

fees and related costs while depreciation and amortization expense decreased
$17,000, partially due to the impairment of value recorded on the above
mentioned properties.

                                      13


<PAGE>


Item 7.   Financial Statements

                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                             FINANCIAL STATEMENTS

                         YEAR ENDED DECEMBER 31, 1996

                                     INDEX


                                                                   Page
                                                                   ----

Independent Auditors' Reports.................................     F - 2

Financial Statements:

Balance Sheets as of December 31, 1996 and 1995...............     F - 4

Statements of Income for the Years Ended
  December 31, 1996 and 1995..................................     F - 5

Statements of Partners' Capital for the Years Ended
  December 31, 1996 and 1995..................................     F - 6

Statements of Cash Flows for the Years Ended
  December 31, 1996 and 1995..................................     F - 7

Notes to Financial Statements.................................     F - 8


                                     F - 1


<PAGE>

                         Independent Auditors' Report


To the Partners
Winthrop Partners 80 Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Winthrop Partners 80 Limited
Partnership (a Massachusetts limited partnership) as of December 31, 1996, and
the related statements of income, partners' capital and cash flows for the year
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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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, 1996 and the results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles.





                                            /s/ Imowitz Koenig & Co., LLP

New York, New York
January 17, 1997


                                     F - 2


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To 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, 1995 and
the related statements of income, changes in partners' capital and cash flows
for the year then ended. These financial statements are the responsibility of
Winthrop Partners 80 Limited Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winthrop Partners 80 Limited
Partnership as of December 31, 1995 and the results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles.

                                                            ARTHUR ANDERSEN LLP

Boston, Massachusetts
January 31, 1996





                                     F - 3


<PAGE>


                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                                BALANCE SHEETS
                       (In Thousands, Except Unit Data)


                                                           DECEMBER 31,
                                                     ------------------------
                                                          1996        1995
                                                       ----------------------
ASSETS

Real Estate Leased to Others:

Accounted for under the operating method,
  at cost, net of accumulated depreciation of
  $698 (1996) and $885 (1995)                             $2,548      $3,261
Accounted for under the financing method                   4,673       5,020
                                                          ------      ------
                                                           7,221       8,281

Other Assets:

Cash and cash equivalents                                    904         795
Other, net of accumulated amortization of
  $17 (1996) and $14 (1995)                                   11         106
                                                          ------      ------
      Total Assets                                        $8,136      $9,182
                                                          =======     ======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accounts payable and accrued expenses                     $  118      $   45
Distributions payable to partners                            333         366
                                                          ------      ------
      Total Liabilities                                      451         411
                                                          ------      ------
Partners' Capital:

Limited Partners -
  Units of Limited Partnership Interest,
  $500 stated value per Unit; authorized - 50,010
  Units; issued and outstanding - 45,646 Units             8,274      9,281
General Partners (Deficit)                                  (589)      (510)
                                                          ------      ------
      Total Partners' Capital                              7,685      8,771
                                                          ------      ------
      Total Liabilities and Partners' Capital             $8,136      $9,182
                                                          ======      ======




                      See notes to financial statements.

                                     F - 4


<PAGE>

                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                             STATEMENTS OF INCOME
                       (In Thousands, Except Unit Data)


                                                      YEARS ENDED DECEMBER 31,
                                                    ----------------------------
                                                         1996            1995
                                                         ----            ----
Income:
Rental income from real estate leases accounted
  for under the operating method                          $  559      $  703
Interest on short-term investments                            43          50
Interest income on real estate leases accounted
  for under the financing method                             591         622
Gain on sale of property                                      57           -
Other income                                                   -          22
                                                          ------      ------
      Total income                                         1,250       1,397
                                                          ------      ------
Expenses:
Loss due to impairment of real estate                        600          73
Depreciation and amortization                                 57          74
Management fees                                               22          24
General and administrative                                    90          40
                                                          ------      ------
      Total Expenses                                         769         211
                                                          ------      ------
Net income                                                $  481      $1,186
                                                          ======      ======
Net income allocated to general partners                  $   35      $  101
                                                          ======      ======
Net income allocated to limited partners                  $  446      $1,085
                                                          ======      ======
Net income per Unit of Limited Partnership Interest       $ 9.77      $23.77
                                                          ======      ======
Distributions per Unit of Limited Partnership Interest    $31.83      $31.35
                                                          ======      ======


                      See notes to financial statements.

                                     F - 5



<PAGE>

                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                        STATEMENTS OF PARTNERS' CAPITAL
                    YEARS ENDED DECEMBER 31, 1996 AND 1995
                       (In Thousands, Except Unit Data)


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

Balance - January 1, 1995     45,646         $(513)       $ 9,627     $ 9,114
  Distributions                                (98)        (1,431)     (1,529)
   Net income                                  101          1,085       1,186
                              -------        ------       --------    --------

Balance - December 31, 1995   45,646          (510)         9,281       8,771

  Distributions                               (114)        (1,453)     (1,567)
  Net income                                    35            446         481
                              -------        ------       --------    --------

Balance - December 31, 1996   45,646         $(589)       $ 8,274     $ 7,685
                              ======         ======       =======     =======




                      See notes to financial statements.

                                     F - 6



<PAGE>


                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                           STATEMENTS OF CASH FLOWS
                                (In Thousands)


                                                     YEARS ENDED DECEMBER 31,
                                                     ------------------------
                                                           1996         1995
                                                           ----         ----

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                              $   481      $ 1,186
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                           57           74
     Loss due to impairment of real estate                  600           73
     Gain on sale of property                               (57)           -

Changes in assets and liabilities:
     Decrease (increase) in other assets                     92          (40)
     Increase (decrease) in accounts payable and
       accrued expenses                                      73          (42)
                                                        --------     ---------
Net cash provided by operating activities:                1,246        1,251
                                                        --------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Minimum lease payments received, net of interest
       income earned, on leases accounted for under the
       financing method                                     347          315
     Acquisition of property                                (25)           -
     Proceeds from sale of property                         141            -
                                                        --------     ---------
     Net cash provided by investing activities              463          315
                                                        --------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Cash distributions                                  (1,600)      (1,499)
                                                        --------     ---------
     Cash (used in) financing activities                 (1,600)      (1,499)
                                                        --------     ---------
Net increase in cash and cash equivalents                   109           67

Cash and Cash Equivalents, Beginning of Year                795          728
                                                        --------     ---------
Cash and Cash Equivalents, End of Year                  $   904      $   795

                                                        =======      =========
Supplemental Disclosure of Non-cash Financing
     Activities -

Distributions declared not paid as of December 31       $   333      $   366
                                                        =======      =======



                      See notes to financial statements.

                                     F - 7





<PAGE>


                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1996 AND 1995

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 10
     properties in various locations throughout the United States. With the
     exception of one property, which is vacant, all are leased to one tenant
     under a triple net lease agreement.

     Use of Estimates

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

     Leases

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

     (a) Financing Method

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

     (b) Operating Method

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


         Percentage Rent

         The Partnership has entered into several leases that provide for a
         minimum annual rent plus additional rent based on percentages of sales
         at the properties (percentage rent). These percentage rents are
         recorded on a cash basis. For the years ended December 31, 1996 and
         1995, the Partnership received percentage rent totaling approximately
         $56,000 and $161,000, respectively.


                                     F - 8


<PAGE>


                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1996 AND 1995
                                  (continued)

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

     Accounting Change

     On January 1, 1996, the Partnership adopted Statement of Financial
     Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", which
     requires impairment losses to be recognized 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.

     In June 1996, the Partnership determined that based upon current economic
     conditions and projected operational cash flows the decline in value of the
     Partnership's properties located in Mt. Pleasant, Iowa ($300,000), Nebraska
     City, Nebraska ($200,000) and two Ohio properties leased to Dairymart
     ($100,000) was other than temporary and that recovery of their carrying
     values was not likely. Accordingly, a loss for impairment of value of
     $600,000 was recognized by the Partnership to reduce the property's
     carrying value to an amount equal to its estimated fair value. In 1995, the
     Partnership wrote down the carrying value of its property located in
     Ashtabula, Ohio by $73,000 to $0.

     Depreciation

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

     depreciable base is the fair market value at the date of implementation of
     operating lease accounting.

     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.

     Distributions to Partners

     The cash distribution due partners for the three months ended December 31,
     1996 and 1995 is recorded in the accompanying financial statements as a
     liability and a reduction of partner's capital. As provided in the
     partnership agreement, quarterly distributions are payable to partners
     within 60 days after the end of the quarter.

     Net Income Per Limited Partnership Unit

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



                                     F - 9


<PAGE>


                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1996 AND 1995
                                  (continued)

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

     Income Taxes

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

     Concentration of Credit Risk

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

     Reclassification

     Certain amounts from 1995 have been reclassified to conform with the 1996
     presentation.


2.   TRANSACTIONS WITH RELATED PARTIES

     Winthrop Management an affiliate of One Winthrop Properties, Inc., the
     Managing General Partner of the Partnership, is entitled to annual property
     management fees equal to 1.5% of the excess of cash receipts over cash
     expenditures (excluding debt service, property management fees and capital
     expenditures) from each property managed by it. For the years ended
     December 31, 1996 and 1995 Winthrop Management earned $22,000 and $24,000,
     respectively, for managing the properties of the Partnership.

     Profits and losses are allocated 8% to the general partners and 92% to the
     limited partners. The general partners are entitled to 8% of Cash Available
     for Distribution, subordinated to a cumulative priority quarterly
     distribution to the limited partners as provided in the partnership
     agreement. Such distributions aggregated $114,000 and $98,000 for the years
     ended December 31, 1996 and 1995, respectively. 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.

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,
                                                    -----------------
                                                    1996         1995
                                                    ----         ----

     Land                                        $1,962,000   $2,127,000
     Commercial buildings                         1,284,000    2,019,000
     Accumulated depreciation                      (698,000)    (885,000)
                                                 -----------  -----------
                                                 $2,548,000   $3,261,000
                                                 ==========   ===========



                                    F - 10


<PAGE>


                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 1996 AND 1995
                                  (continued)

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

     Depreciation expense charged to operations was $54,000 and $71,000 for the
     years ended December 31, 1996 and 1995, respectively. The cost of real
     estate in 1996 has been adjusted to reflect a $600,000 impairment loss (see
     Note 1).

     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:

             1997................................  $  484,000
             1998................................     343,000
             1999................................     325,000
             2000................................     283,000
                                                   ----------
             Total...............................  $1,435,000
                                                   ==========

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,
                                                     -----------------
                                                      1996         1995
                                                      ----         ----

     Minimum lease payments receivable            $ 3,590,000   $ 4,528,000
     Unguaranteed residual value                    2,918,000     2,918,000
                                                  -----------    -----------
                                                    6,508,000     7,446,000
     Less:  Unearned income                        (1,835,000)   (2,426,000)
                                                  ------------  -------------
                                                  $ 4,673,000   $ 5,020,000
                                                  ============  =============

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

                1997...............................    $  937,000
                1998...............................       937,000
                1999...............................       918,000
                2000...............................       798,000
                                                       -----------
                Total..............................    $3,590,000
                                                       ===========

5.   SIGNIFICANT TENANTS


     For the year ended December 31, 1996, approximately 85% of revenue from
     rental operations was from five tenants. For the year ended December 31,
     1995, four of such tenants comprised approximately 77% of total revenue.


                                     F-11

<PAGE>

                   WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1996 AND 1995
                                  (continued)

6.   SALE OF PROPERTY

     The Partnership sold its property located in St. Clair Shores, Michigan in
     January, 1996 for $141,000, resulting in a gain of $57,000. In November
     1996, the Partnership entered into a contract to sell its Creston, Ohio
     property for $85,000. If the sale is consummated, the Managing General
     Partner expects it to be completed during the second quarter of 1997.

7.   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.

8.   TAXABLE INCOME

     The Partnership's taxable income for 1996 and 1995 differs from net income
     for financial reporting purposes, as follows:

                                                          1996        1995
                                                          ----        ----

     Net income for financial reporting purposes       $  481,000   $1,186,000
      Plus: Minimum lease payments received, net
            of interest income earned, on leases
            accounted for under the financing method      347,000      315,000
            Loss due to impairment of real estate         600,000       73,000
      Minus: Depreciation on leases accounted for under
             the financing method and tax depreciation
             adjustment                                  (125,000)    (256,000)
                                                       -----------  -----------
     Taxable income                                    $1,303,000   $1,318,000
                                                       ==========   ===========


                                     F-12


<PAGE>


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

        Effective September 19, 1996, the Partnership dismissed its prior
Independent Auditors, Arthur Andersen LLP ("Arthur Andersen") and retained as
its new Independent Auditors, Imowitz Koenig & Co., LLP ("Imowitz Koenig").
Arthur Andersen's Independent Auditors' Report on the Partnership's financial
statements for calendar year ended December 31, 1995, did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles. The decision to change
Independent Auditors was approved by the Managing General Partner's directors.
During calendar year ended 1995 and through September 19, 1996, there were no
disagreements between the Partnership and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope of procedure which disagreements if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make reference to the subject matter of
the disagreements in connection with its reports.

        Effective September 19, 1996, the Partnership engaged Imowitz Koenig as
its Independent Auditors. The Partnership did not consult Imowitz Koenig
regarding any of the matters or events set forth in Item 304(a)(2) of Regulation
S-B prior to September 19, 1996.



                                      14

<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 effective its
business. As of February 1, 1997, the names of the directors and executive
officers of the Managing General Partner and the position held by each of them,
are as follows:

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

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

Richard J. McCready           President and                   7-95

                              Chief Operating Officer

Jeffrey Furber                Executive Vice President        7-95
                              and Clerk

Edward Williams               Chief Financial Officer         4-96
                              Vice President and
                              Treasurer

Peter Braverman               Senior Vice President           1-96

        Michael L. Ashner, age 45, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") 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.

        Richard J. McCready,  age 38, is the President and Chief Operating
Officer of WFA and its  subsidiaries. Mr. McCready

                                      15

<PAGE>


previously served as a Managing Director, Vice President and Clerk
of WFA and a Director, Vice President and Clerk of the Managing General
Partner and all other subsidiaries of WFA. Mr. McCready joined the
Winthrop organization in 1990.

        Jeffrey Furber, age 37, has been the Executive Vice President of WFA
and the President of Winthrop Management since January 1996. Mr. Furber served
as a Managing Director of WFA from January 1991 to December 1995 and as a Vice
President from June 1984 until December 1990.

        Edward V. Williams, age 56, has been the Chief Financial Officer of WFA
since April 1996. From June 1991 through March 1996, Mr. Williams was Controller
of NPI and NPI Management. Prior to 1991, Mr. Williams held other real estate
related positions including Treasurer of Johnstown American Companies and Senior
Manager at Price Waterhouse.

        Peter Braverman, age 45, has been a Senior Vice President of WFA 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. From 1988
to 1991, Mr. Braverman was a Vice President and Assistant Secretary of Fischbach
Corporation, a publicly traded, international real estate and construction firm.

        One or more of the above persons are also directors or officers of a

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

                                      16

<PAGE>

Partnership; Winthrop California Investors Limited Partnership; Winthrop Growth
Investors I Limited Partnership; Winthrop Interim Partners I, A Limited
Partnership; Southeastern Income Properties Limited Partnership; Southeastern
Income Properties II Limited Partnership; Winthrop Miami Associates Limited
Partnership; and Winthrop Apartment Investors Limited Partnership.

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

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

Item 10.  Executive Compensation.

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

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

        (a)  Security Ownership of certain beneficial owners.

        No person or group is known by the Partnership to be the beneficial
owner of more than 5% of the outstanding Units at February 1, 1997. 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.


                                      17

<PAGE>


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

        (b)  Security ownership of management.

        None of the partners of WFA nor the general partner, officers and
directors of the General Partners owned any Units beneficially at February 1,
1997. However, a wholly-owned subsidiary of WFA owns 210 Units and WFA owns 12
units, which, in the aggregate, represents less than one percent of the
outstanding units.

        (c)  Changes in control.

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

Item 12.  Certain Relationships and Related Transactions.

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

        Winthrop Management is entitled to annual property management fees,
equal to 1.5% of the excess of cash receipts over cash expenditures (excluding
debt service, property management fees and capital expenditures) from each
property it manages. For the years ended December 31, 1996 and 1995, Winthrop
Management earned approximately $22,000 and $24,000, 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, 1996 and 1995, the Partnership has paid or accrued
distributions from Cash Available for Distribution totaling

                                      18


<PAGE>


approximately $114,000 and $98,000, respectively, to the General Partners.

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

                                      19

<PAGE>


                                    PART IV

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


                                      20


<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, 1997


        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Partnership and in the capacities and on the dates indicated.

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

/s/ Michael Ashner    Chief Executive          March 28, 1997
------------------    Officer and Director
Michael Ashner

/s/ Edward Williams   Chief Financial Officer  March 28, 1997
-------------------
Edward Williams


                                      21


<PAGE>


                               INDEX TO EXHIBITS

Exhibit                                                              Page
-------                                                              ----
  3       Amended and Restated Agreement of Limited Partner-          (1)
          ship of Winthrop Partners 80 dated as of June 5,
          1980

  4       See Exhibit (3).

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

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

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

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

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

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

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


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

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

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

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

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


                                      22

<PAGE>
          Victoria, Texas

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

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

 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 October 10, 1980).

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

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

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

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


                                      23