<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, 2003                  Commission File No. 0-9684
                   -----------------                                      ------

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

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

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

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

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

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

                      Units of Limited Partnership Interest
                      -------------------------------------
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

Registrant's revenues for its most recent fiscal year were $796,000.

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

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

                                     PART I

Item 1.  Description of Business.

         Winthrop Partners 80 Limited Partnership (the "Partnership"), 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, 2003, net of accounts payable,
accrued expenses and distributions payable to partners is approximately $419,000
which

                                       2
<PAGE>

is invested in money market instruments. Fifteen properties have been sold: one
in 1989, two in 1991, two in 1992, two in 1993, one in January 1996, one in
August 1997, one in March 1998, three in 1999, one in November 2002 and one in
October 2003. 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, 2003, limited
partners had received a return of capital equal to $317.85.

Property Matters

         In light of the initial investment strategy of the Partnership, the
current favorable real estate market and the remaining lease terms on the
properties, the general partner has begun marketing the Partnership's remaining
properties for sale. In this regard, in October 2003, the Partnership sold its
Beaumont, Texas property. At present, the Partnership has not entered into any
contracts for the sale of its other remaining properties and there can be no
assurance that their marketing efforts will result in sales of some or all of
the remaining properties.

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

         Toys R Us, Livingston, New Jersey In November 2002, the Partnership
sold the Livingston, New Jersey property to an unaffiliated third party for
$2,450,000. The Partnership received net proceeds of $2,417,000, after payment
of closing costs of $33,000. The Partnership recognized a gain for financial
reporting purposes of $1,463,000.

         Duckwall-Alco Stores, Nebraska City, Nebraska On September 21, 2000,
the tenant exercised the option to extend the lease for five years at the same
rental rates. The lease will expire on December 22, 2005.

         Hobby Lobby Creative Center/Consolidated Stores, Victoria, Texas.
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

                                       3
<PAGE>

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.

         Experian Services Corporation, Mt. Pleasant, Iowa. 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 was scheduled to expire on March 31, 2003 with
the tenant having an option to renew the lease for two renewal terms of one year
each. The tenant elected to exercise both one-year renewal options. Accordingly,
the lease will now expire on March 31, 2005. The tenant is required to pay
annual rent of $128,450 during the initial term and any renewal term.

Employees

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

                                        4
<PAGE>

Item 2.  Description of Properties.

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

<TABLE>
<CAPTION>
                                                                                Original
                                                 Date of     Total Cost of     Portfolio     Size Building/
Tenant/Location                                  Purchase   the Property(1)  Percentage(2)       Land(3)
---------------                                  --------   ---------------  -------------       -------
<S>                                              <C>              <C>              <C>         <C>
Experian Services Corporation/Mt. Pleasant,
  Iowa                                           12/24/80         $982,617         5           35,700/3.0
Duckwall-Alco Stores, Inc. Nebraska City,        12/24/80         $972,007         5           35,700/2.0
  Nebraska
Hobby Lobby Creative Center and                  12/30/80       $3,121,436         15          96,498/7.8
  Consolidated Stores
  Corporation/Victoria, Texas
</TABLE>

(1)      Includes acquisition fees and expenses.
(2)      Represents the percentage of original cash invested in the individual
         property of the total cash invested in all properties.
(3)      Building size is in square feet, land size is in acres.

         The Partnership owns the fee interest in each of these properties free
of any mortgages. All of the properties are commercial or industrial in nature.
Two properties are triple net leased to a single tenant and the Victoria, Texas
property is leased to two tenants. 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 2003 rental payments received, including percentage rents,
of 10% or more of the Partnership's total rental revenue, are as follows: Hobby
Lobby, Victoria, Texas 36%; Toys "R" Us, Beaumont, Texas 19%; Duckwall-Alco
Stores, Nebraska City, Nebraska 15%; Consolidated Stores Corporation, Victoria,
Texas 15%; and Experian Services Corporation, Mt. Pleasant, Iowa 15%.

                                       5
<PAGE>

         The following table sets forth the tenant, business conducted by the
tenant, expiration date of the lease term, renewal options and the 2003 annual
base rent received for the leases at the Partnership's remaining properties:

<TABLE>
<CAPTION>
Tenant                                   Business of          Lease              Renewal           2003 Annual
Property/Location                        Tenant               Expiration         Option (1)        Base Rent
-----------------                        ------               ----------         ----------        ---------
<S>                                      <C>                  <C>                <C>               <C>
Experian Services Company / Mt.          Retail Dept. Store   3-31-2005          -                 $128,450
     Pleasant, Iowa

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

Consolidated Stores Corporation /        Dollar Store         1-31-2007          3 - 5yr.          $113,904
     Victoria, Texas

Hobby Lobby Creative Center /            Hobby Store          5-31-2008          2 - 5yr.          $280,232
     Victoria, Texas
</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 $3,815, representing a percentage of
         store sales was received in 2003.

         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, 2003:

<TABLE>
<CAPTION>
                             Gross
                            Carrying        Accumulated                          Federal
Property                    Value(1)      Depreciation(1)    Rate    Method     Tax Basis
--------                    --------      ---------------    ----    ------     ---------
<S>                           <C>             <C>          <C>         <C>       <C>
Mt. Pleasant, Iowa            $524,887        $322,080     5/40 yr.    S/L       $267,721
Nebraska City, Nebraska       $580,000        $353,832     5/40 yr.    S/L       $255,127
Victoria, Texas             $2,157,847        $248,196     5/40 yr.    S/L     $1,009,505
</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, 2004, there were 1,416 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, 2003 and 2002,
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
-------------                                  ---------------------
                                               2003             2002
                                               ----             ----
<S>                                            <C>              <C>
March 31                                       $4.68            $5.65
June 30                                         4.68             5.65
September 30                                   56.75             5.65
December 31                                     5.74            48.24
</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 10,239.47
Units representing approximately 22% of the total Units. A number of these Units
were acquired pursuant to a tender offer made by an affiliate of the General
Partner. It is possible that this affiliate may make additional offers in the
future.

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

                                       7
<PAGE>

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 Partnership from time to time.
The discussion of the Partnership's liquidity, capital resources and results of
operations, including forward-looking statements pertaining to such matters,
does not take into account the effects of any changes to the Partnership's
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.

Liquidity and Capital Resources

         The Partnership continues to hold an interest in three 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 five 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. If
a tenant fails to exercise its renewal option or exercises its option to
terminate its lease early, 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
current leases.

         In light of the initial investment strategy of the Partnership, the
current favorable real estate market and the remaining lease terms on the
properties, the general partner has begun marketing the Partnership's remaining
properties for sale. In this regard, in October 2003, the Partnership sold its
Beaumont, Texas property to an unaffiliated third party for $2,400,000. The
Partnership received net proceeds of $2,377,000, after payment of closing costs
of $23,000. The Partnership recognized a gain for financial reporting purposes
of approximately $1,400,000. At present, the Partnership has not entered into
any contracts for the sale of its other remaining properties and there can be no
assurance that their marketing efforts will result in sales of some or all of
the remaining properties.

         The level of liquidity based on cash and cash equivalents experienced a
$2,293,000 decrease at December 31, 2003 as compared to December 31, 2002. The
decrease was due to partner distributions of $5,220,000, which were partially
offset by net proceeds received from the sale of a property of $2,377,000
(investing activity) and net cash provided by operating activities of $550,000.
Net cash provided by operating activities consists of net cash provided by
continuing operations of $436,000 and net cash provided by discontinued
operations of $114,000. The Partnership made distributions of $2,377,000 ($52.07
per unit) to its limited partners from the net proceeds received from the sale
of a property during the fourth quarter of 2003, distributions of $2,202,000
($48.24 per unit) to its limited partners from the net proceeds received from
the sale of a property during the fourth quarter of 2002, and distributions from

                                       9
<PAGE>

operations of $641,000 ($14.04 per unit) to its limited partners. At December
31, 2003, the Partnership had $762,000 in cash reserves which has been invested
primarily in money market mutual funds.

         The Partnership requires cash primarily to pay management fees and
general and administrative expenses. In addition, the Partnership is responsible
for operating expenses, such as real estate taxes, insurance and utility
expenses associated with any properties that become vacant. The Partnership's
rental and interest income was sufficient at December 31, 2003, and is expected
to be sufficient until expiration of the leases, to pay all of the Partnership's
operating expenses. As of December 31, 2003, the Partnership recorded an accrued
distribution of $262,000 ($5.74 per unit) to its limited partners.

         The term of the lease encumbering the Partnership's property located in
Mt. Pleasant, Iowa was scheduled to expire on March 31, 2004. The tenant,
Experian Services Corporation ("Experian"), elected to exercise its second
one-year renewal option. Accordingly, the lease term was extended to March 31,
2005 at the same annual rental rate. The lease with Experian does not contain
any additional renewal options.

         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's
tenant leases, based upon 2003 base rental revenue, are presently scheduled to
expire as follows; 38% in 2005, 0% in 2006, 18% in 2007 and 44% in 2008. The
Partnership could also be affected by declining economic conditions through the
loss of rental income as a result of a tenant becoming insolvent, properties
becoming vacant or reduced rental rates for new leases. The Partnership
maintains cash reserves to enable it to make potential capital improvements
required in connection with the re-letting of the properties. The Partnership
does not presently have plans for capital improvements at any of its properties.

         The Partnership's only significant critical accounting policy relates
to the evaluation of the fair value of real estate. The Partnership evaluates
the need for an impairment loss on its real estate assets when indicators of
impairment are present and the undiscounted cash flows are not sufficient to
recover the asset's carrying amount. The impairment loss is measured by
comparing the fair value of the assets to its carrying amount. The evaluation of
the fair value of real estate is an estimate that is susceptible to change and
actual results could differ from those estimates.

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

Results of Operations

         Net income decreased by $266,000 for the year ended December 31, 2003
as compared to 2002 due to a decrease in income from discontinued operations of
$277,000, which was partially offset by an increase in income from continuing
operations of $11,000.

                                       10
<PAGE>

         Income from continuing operations increased by $11,000 for the year
ended December 31, 2003 as compared to 2002 due to an increase in income of
$3,000 and a decrease in expenses of $8,000. Income increased due to an increase
in rental income of $6,000, which was partially offset by a decrease in interest
on short-term investments of $3,000. The decrease in expenses was attributable
to decreases in depreciation and amortization expense of $1,000, operating
expenses of $5,000 and general and administrative expenses of $2,000.

         Income from discontinued operations decreased by $277,000 for the year
ended December 31, 2003 as compared to 2002 due to a decrease in income from
operations of sold properties of $214,000 and a decrease in the gain on sale of
properties of $63,000. The Partnership sold its Beaumont, Texas property in
October 2003 and its Livingston, New Jersey property in November 2002. As a
result of classifying the Beaumont, Texas property as discontinued operations in
2003, the Partnership has reclassified the 2002 results of operations of this
property to discontinued operations for comparative purposes. Therefore, the
income from operations of sold properties includes both properties for 2002.

         For the year ended December 31, 2003, income from discontinued
operations of $1,533,000 consisted of rental income of $169,000, net of expenses
of $36,000 and a gain on sale of property of $1,400,000. For the year ended
December 31, 2002, income from discontinued operations of $1,810,000 consisted
of rental income of $483,000, net of expenses of $136,000 and a gain on sale of
property of $1,463,000.

Quantitative and Qualitative Disclosures of Market Risk

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

                                       11
<PAGE>

Item 7.  Financial Statements


                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

                                      INDEX

                                                                            Page


Independent Auditors' Report..................................................13

Financial Statements:

Balance Sheets as of December 31, 2003 and 2002...............................14

Statements of Income for the Years Ended
     December 31, 2003 and 2002...............................................15

Statements of Partners' Capital for the Years Ended
     December 31, 2003 and 2002...............................................16

Statements of Cash Flows for the Years Ended
     December 31, 2003 and 2002...............................................17

Notes to Financial Statements.................................................18

                                       12
<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, 2003 and
2002, 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, 2003 and 2002, 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 30, 2004

                                       13
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                                 BALANCE SHEETS
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                                       ------------------
                                                        2003       2002
                                                       -------    -------
<S>                                                    <C>        <C>
ASSETS

Real estate at cost, net of accumulated depreciation
      of $924 (2003) and $927 (2002)                   $ 2,339    $ 3,432

Cash and cash equivalents                                  762      3,055
Other assets and deferred costs, net of accumulated
      amortization of $91 (2003) and $67 (2002)            252        188
                                                       -------    -------
            Total Assets                               $ 3,353    $ 6,675
                                                       =======    =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accounts payable and accrued expenses                  $    81    $    56
Distributions payable to partners                          262      2,202
State fees payable on discontinued operations               --         52
                                                       -------    -------
            Total Liabilities                              343      2,310
                                                       -------    -------
Partners' Capital:

Limited Partners -
   Units of Limited Partnership Interest,
   $500 stated value per Unit; authorized - 50,010
   Units; issued and outstanding - 45,646 Units          3,620      5,031
General Partners' Deficit                                 (610)      (666)
                                                       -------    -------
            Total Partners' Capital                      3,010      4,365
                                                       -------    -------
            Total Liabilities and Partners' Capital    $ 3,353    $ 6,675
                                                       =======    =======
</TABLE>

                       See notes to financial statements.

                                       14
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                                    -----------------------
                                                                       2003         2002
                                                                    ----------   ----------
<S>                                                                 <C>          <C>
Income:
Rental income                                                       $      617   $      611
Interest on short-term investments                                          10           13
                                                                    ----------   ----------
        Total income                                                       627          624
                                                                    ----------   ----------
Expenses:
Depreciation and amortization                                              107          108
Management fees                                                              9            9
Operating expenses                                                           3            8
General and administrative                                                 116          118
                                                                    ----------   ----------
        Total expenses                                                     235          243
                                                                    ----------   ----------
Income from continuing operations                                          392          381
                                                                    ----------   ----------
Discontinued operations:
Income from operations                                                     133          347
Gain on sale of property                                                 1,400        1,463
                                                                    ----------   ----------
Income from discontinued operations                                      1,533        1,810
                                                                    ----------   ----------
Net income                                                          $    1,925   $    2,191
                                                                    ==========   ==========
Net income allocated to general partners                            $       56   $       73
                                                                    ==========   ==========
Income from continuing operations allocated to limited partners     $      361   $      351

Income from discontinued operations allocated to limited partners        1,508        1,767
                                                                    ----------   ----------
Net income allocated to limited partners                            $    1,869   $    2,118
                                                                    ==========   ==========

Income from continuing operations per Unit of
     Limited Partnership Interest                                   $     7.91   $     7.69
Income from discontinued operations per Unit of
     Limited Partnership Interest                                        33.04        38.71
                                                                    ----------   ----------
Net income per Unit of Limited Partnership Interest                 $    40.95   $    46.40
                                                                    ==========   ==========
Distributions per Unit of Limited Partnership Interest              $    71.85   $    65.19
                                                                    ==========   ==========
</TABLE>

                       See notes to financial statements.

                                       15
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                         STATEMENTS OF PARTNERS' CAPITAL
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                        (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, 2002            45,646    $        (672)   $       5,889    $       5,217
    Distributions                                        (67)          (2,976)          (3,043)
    Net income                                            73            2,118            2,191
                              -------------    -------------    -------------    -------------
Balance - December 31, 2002          45,646             (666)           5,031            4,365

    Distributions                                          -           (3,280)          (3,280)
    Net income                                            56            1,869            1,925
                              -------------    -------------    -------------    -------------
Balance - December 31, 2003          45,646    $        (610)   $       3,620    $       3,010
                              =============    =============    =============    =============
</TABLE>

                       See notes to financial statements.

                                       16
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                      YEARS ENDED DECEMBER 31,
                                                                     --------------------------
                                                                        2003           2002
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Continuing Operations:
Income from continuing operations                                    $       392    $       381
      Adjustments to reconcile income to net cash provided
        by continuing operations:
      Depreciation                                                            83             83
      Amortization                                                            24             25
Changes in assets and liabilities:
      (Increase) decrease in other assets                                    (88)            10
      Increase in accounts payable and
          accrued expenses                                                    25              8
                                                                     -----------    -----------
      Net cash provided by continuing operations                             436            507
                                                                     -----------    -----------

Discontinued Operations:
Income from discontinued operations                                        1,533          1,810
      Adjustments to reconcile income to net cash provided
        by discontinued operations:
      Depreciation                                                            33             77
      Gain on sale of property                                            (1,400)        (1,463)
Change in  liabilities:
      (Decrease) increase in state fees payable                              (52)            52
                                                                     -----------    -----------
      Net cash provided by discontinued operations                           114            476
                                                                     -----------    -----------
Net cash provided by operating activities                                    550            983
                                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:

      Net proceeds from sale of property - discontinued operations         2,377          2,417
                                                                     -----------    -----------
      Net cash provided by investing activities                            2,377          2,417
                                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:

      Cash distributions                                                  (5,220)        (1,466)
                                                                     -----------    -----------
      Cash used in financing activities                                   (5,220)        (1,466)
                                                                     -----------    -----------
Net (decrease) increase in cash and cash equivalents                      (2,293)         1,934

Cash and Cash Equivalents, Beginning of Year                               3,055          1,121
                                                                     -----------    -----------
Cash and Cash Equivalents, End of Year                               $       762    $     3,055
                                                                     ===========    ===========
Supplemental Disclosure of Non-Cash Financing Activities

Accrued distributions to partners                                    $       262    $     2,202
                                                                     ===========    ===========
</TABLE>

                       See notes to financial statements.

                                       17
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

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
     three properties which are located in Texas, Iowa and Nebraska. 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. At
     December 31, 2003 and 2002, all of the Partnership's leases are accounted
     for under the operating method. Under this method, revenue is recognized as
     rentals become due, which does not materially differ from the straight-line
     method. Expenses (including depreciation) are charged to operations as
     incurred.

     Percentage Rent

     The Partnership has entered into leases that provide for a minimum annual
     rent plus additional rent based on percentages of sales at the applicable
     property ("percentage rent"). These percentage rents are recorded when
     earned. For the years ended December 31, 2003 and 2002, the Partnership
     received percentage rent totaling approximately $4,000 and $85,000,
     ($80,000 of which is included in discontinued operations for 2002),
     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.

                                       18
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

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

     Real Estate

     Real estate is carried at cost, adjusted for depreciation and impairment of
     value. The Partnership records impairment losses for long-lived assets used
     in operations when indicators of impairment are present and the
     undiscounted cash flows are not sufficient to recover the asset's carrying
     amount. The impairment loss is measured by comparing the fair value of the
     asset to its carrying amount.

     Depreciation

     Component depreciation on real estate leased to others, accounted for under
     the operating method, is computed using the straight-line method over the
     estimated useful life of each class of asset, which ranges from 5 to 40
     years. The cost of the properties represents the purchase price of the
     properties plus acquisition and closing costs, or, to the extent that the
     property had previously been accounted for under the financing method, the
     depreciable base is the lower of the fair market value or the residual
     value at the date of implementation of operating lease accounting.

     Deferred Costs

     At December 31, 2003 and 2002, deferred leasing costs of $172,000 are being
     amortized on a straight-line basis over the life of the respective leases.
     Accumulated amortization totaled $91,000 and $67,000 at December 31, 2003
     and 2002, respectively.

     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 and accounts payable
     approximates its fair value due to the short term nature of such
     instruments.

                                       19
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

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

     Distributions to Partners

     The Partnership's distributions (paid or accrued) aggregated $0 and $67,000
     to its general partners and $3,280,000 ($71.85 per unit) and $2,976,000
     ($65.19 per unit) to its limited partners for the years ended December 31,
     2003 and 2002, respectively. The cash distribution due partners for the
     years ended December 31, 2003 and 2002 is recorded in the accompanying
     financial statements as a liability and a reduction of partner's capital.

     Net Income Per Limited Partnership Unit

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

     Income Taxes

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

     Concentration of Credit Risk

     Principally all of the Partnership's cash and cash equivalents consist of
     mutual funds that invest in U.S. Treasury Bills and repurchase agreements
     with original maturity dates of three months or less.

     Segment Reporting

     The Partnership has one reportable segment, net leased commercial real
     estate. The Partnership evaluates performances based on net operating
     income, which is income before depreciation, amortization, interest and
     non-operating items.

     Reclassifications

     Certain amounts from 2002 have been reclassified to conform to the 2003
     presentation.

                                       20
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

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

     Recently Issued Accounting Standards

     In January 2003, the Financial Accounting Standards Board ("FASB") issued
     Interpretation No. 46, "Consolidation of Variable Interest Entities." This
     interpretation clarifies the application of existing accounting
     pronouncements to certain entities in which equity investors do not have
     the characteristics of a controlling financial interest or do not have
     sufficient equity at risk for the entity to finance its activities without
     additional subordinated financial support from other parties. In December
     2003, the FASB issued a revision to Interpretation No. 46 ("46R") to
     clarify some of the provisions of Interpretation No. 46, and to exempt
     certain entities from its requirements. The provisions of the
     interpretation need to be applied no later than December 31, 2004, except
     for entities that are considered to be special-purpose entities which need
     to be applied as of December 31, 2003. This interpretation had no effect on
     the Partnership's financial statements.

     In May 2003, the FASB issued Statement of Financial Accounting Standards
     ("SFAS") No. 150, "Accounting for Certain Financial Instruments with
     Characteristics of both Liabilities and Equity." The statement improves the
     accounting for certain financial instruments that under previous guidance,
     issuers could account for as equity. The new statement requires that those
     instruments be classified as liabilities in statements of financial
     position. SFAS No. 150 affects the issuer's accounting for three types of
     freestanding financial instruments. One type is mandatorily redeemable
     shares, which the issuing company is obligated to buy back in exchange for
     cash or other assets. A second type, which includes put options and forward
     purchase contracts, involves instruments that do or may require the issuer
     to buy back some of its shares in exchange for cash or other assets. The
     third type of instruments that are liabilities under this statement is
     obligations that can be settled with shares, the monetary value of which is
     fixed, tied solely or predominantly to a variable such as a market index,
     or varies inversely with the value of the issuers' shares. SFAS No. 150
     does not apply to features embedded in a financial instrument that is not a
     derivative in its entirety. In addition to its requirements for the
     classification and measurement of financial instruments in its scope, SFAS
     No. 150 also requires disclosures about alternative ways of settling the
     instruments and the capital structure of entities, all of whose shares are
     mandatorily redeemable. Most of the guidance in SFAS No. 150 is effective
     for all financial instruments entered into or modified after May 31, 2003,
     and otherwise was effective at the beginning of the first interim period
     beginning after June 15, 2003. This statement had no effect on the
     Partnership's financial statements.

                                       21
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

2.   TRANSACTIONS WITH RELATED PARTIES

     One Winthrop Properties, Inc. ("One Winthrop" or the "Managing General
     Partner") and Linnaeus-Hampshire Realty Limited Partnership are the general
     partners of the Partnership. Winthrop Management LLC, an affiliate of One
     Winthrop, is entitled to annual property management fees equal to 1.5% of
     the excess of cash receipts over cash expenditures (excluding debt service,
     property management fees and capital expenditures) from each property
     managed by Winthrop Management LLC. Winthrop Management LLC earned $11,000
     and $16,000 ($2,000 and $7,000 of which is included in discontinued
     operations for 2003 and 2002) for managing the properties of the
     Partnership for the years ended December 31, 2003 and 2002, respectively.

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

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

     Affiliates of the general partners own approximately 22% of the outstanding
     limited partnership units.

3.   REAL ESTATE LEASED TO OTHERS

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

<TABLE>
<CAPTION>
                                                         December 31,
                                                  --------------------------
                                                     2003           2002
                                                  -----------    -----------
     <S>                                          <C>            <C>
     Land                                         $   568,000    $ 1,215,000
     Commercial buildings                           2,695,000      3,144,000
     Accumulated depreciation                        (924,000)      (927,000)
                                                  -----------    -----------
                                                  $ 2,339,000    $ 3,432,000
                                                  ===========    ===========
</TABLE>

                                       22
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

3.   REAL ESTATE LEASED TO OTHERS (continued)

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

                 2004..............................      $    638,000
                 2005..............................           542,000
                 2006..............................           400,000
                 2007..............................           296,000
                 2008..............................           107,000
                 Thereafter........................                 -
                                                         ------------
                                                         $  1,983,000
                                                         ============

4.   SIGNIFICANT TENANTS

     For the year ended December 31, 2003 100% of revenue from rental operations
     was from five tenants. For the year ended December 31, 2002 five tenants
     comprised approximately 90% of the Partnership's rental revenue. Each
     tenant represented 10% or more of revenue from rental operations.
     Approximately 48% and 34% of revenue from rental operations was from the
     Partnership's Victoria, Texas property during 2003 and 2002. This property
     had two tenants at the end of 2003 and 2002.

5.   SALE OF PROPERTIES

     On October 3, 2003 the Partnership sold its Beaumont, Texas property to an
     unaffiliated third party for $2,400,000. The Partnership received net
     proceeds of $2,377,000 after payment of closing costs of $23,000. The
     Partnership recognized a gain for financial reporting purposes of
     $1,400,000 during 2003.

     On November 1, 2002, the Partnership sold its Livingston, New Jersey
     property to an unaffiliated third party for $2,450,000. The Partnership
     received net proceeds of $2,417,000 after payment of closing costs of
     $33,000. The Partnership recognized a gain for financial reporting purposes
     of $1,463,000 during 2002.

     The sales and operations of these properties have been recorded as
     discontinued operations in the statements of income. For the year ended
     December 31, 2003, income from discontinued operations of $1,533,000
     consisted of rental income of $169,000, net of expenses of $36,000 and a
     gain on sale of property of $1,400,000. For the year ended December 31,
     2002, income from discontinued operations of $1,810,000 consisted of rental
     income of $483,000, net of expenses of $136,000 and a gain on sale of
     property of $1,463,000.

                                       23
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

6.   TAXABLE INCOME

     The Partnership's taxable income for 2003 and 2002 differs from net income
     for financial reporting purposes, as follows:

<TABLE>
<CAPTION>
                                                             2003          2002
                                                          -----------   -----------
<S>                                                       <C>           <C>
Net income for financial reporting purposes               $ 1,925,000   $ 2,191,000
    Depreciation                                               58,000        76,000
    Deferred rent                                               8,000        28,000
    Gain on sale of property                                    1,000        74,000
    State taxes                                               163,000      (163,000)
                                                          -----------   -----------
Taxable income                                            $ 2,155,000   $ 2,206,000
                                                          ===========   ===========
Taxable income per Unit of Limited Partnership Interest   $     45.58   $     46.83
                                                          ===========   ===========
</TABLE>

7.   PROPERTY MATTERS

     In light of the initial investment strategy of the Partnership, the current
     favorable real estate market and the remaining lease terms on the
     properties, the general partner has begun marketing the Partnership's
     remaining properties for sale. At present, the Partnership has not entered
     into any contracts for the sale of its remaining properties and there can
     be no assurance that these marketing efforts will result in sales of some
     or all of the properties.

                                       24
<PAGE>

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

         There were no disagreements with Imowitz Koenig & Co., LLP regarding
the 2003 or 2002 audits of the Partnership's financial statements.

Item 8A. Controls and Procedures.

As of the end of the period covered by this annual report on Form 10-KSB, an
evaluation was carried out under the supervision and with the participation of
the General Partner's management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the Registrant's disclosure
controls and procedures (as such term is defined in Rule 13a-15 (e) under the
Securities Exchange Act of 1934). Based on that evaluation, the General
Partner's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Registrant's disclosure controls and
procedures were effective as of the end of the period covered by this report. In
addition, no change in our internal control over financial reporting (as defined
in Rule 13a- 15 (f) under the Securities Exchange Act of 1934) occurred during
the fourth quarter of our fiscal year ended December 31, 2003 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

                                       25
<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, 2004, 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 a
                     Position Held with the                   Director or
Name                 Managing General Partner                 Officer Since
----                 ------------------------                 -------------
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

         Mr. Ashner, age 51, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership and its affiliates ("WFA"), since
January 1996. Mr. Ashner is also the Chief Executive Officer of Newkirk MLP
Corp., the manager of the general partner of The Newkirk Master Limited
Partnership ("Newkirk") as well as the Chief Executive Officer of each of
Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and Shelbourne
Properties III, Inc., three separate publicly traded real estate investment
trusts listed on the American Stock Exchange and that are currently liquidating,
and First Union Real Estate Equity and Mortgage Investments ("First Union"), a
real estate investment trust listed on the New York Stock Exchange. Since August
2001, Mr. Ashner has also served as Chief Executive Officer of AP-Fairfield GP,
LLC, the general partner of Fairfield Inn By Marriott Limited Partnership, an
entity that owns and operates 46 Fairfield Inns. Mr. Ashner also currently
serves on the Boards of Directors of the following publicly traded companies:
Greate Bay Hotel and Casino Inc., a hotel and casino operator, Shelbourne
Properties I, Inc., Shelbourne Properties II, Inc. and NBTY Inc., a
manufacturer, marketer and retailer of nutritional supplements.

         Mr. Braverman, age 52, has been the Executive Vice President of WFA
since January 1996. Mr. Braverman is also the Executive Vice President of
Newkirk as well as each of Shelbourne I, II, and III and First Union. Mr.
Braverman has also served as the Executive Vice President of AP-Fairfield GP,
LLC since August 2001. Mr. Braverman also currently serves on the Board of
Director of each of Shelbourne Properties I, II and III.

                                       26
<PAGE>

         Ms. Tiffany, age 37, has been the Chief Operating Officer of WFA since
December 1997. Ms. Tiffany is also the Vice President, Treasurer, Secretary and
Chief Financial Officer of Shelbourne Properties I, II and III, and the Chief
Operating Officer and Secretary of Newkirk and First Union. In addition, Ms.
Tiffany is the Chief Operating Officer of AP-Fairfield GP, LLC since August
2001.

         Mr. Staples, age 48, has been has been with WFA since 1995 and has
served as its Chief Financial Officer since January 1999. Mr. Staples also
serves as the Chief Financial Officer of First Union and Newkirk and is the
Assistant Treasurer of Shelbourne Properties I, II and III. He also serves as
Chief Financial Officer and Treasurer of AP-Fairfield GP, LLC. Mr. Staples is a
certified public accountant.

         One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of a number of limited
partnerships which either have a class of securities registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934, or are subject to the
reporting requirements of Section 15(d) of such Act.

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

Item 10. Executive Compensation.

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

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

         (a) Security Ownership of certain beneficial owners.

         No person or group is known by the Partnership to be the beneficial
owner of more than 5% of the outstanding Units at March 1, 2004, except
Quadrangle Associates I L.L.C. ("Quadrangle"), an affiliate of the Managing
General Partner, which owns 10,009.47 Units (approximately 22% of the total
outstanding units) substantially all of which were acquired pursuant to its
tender offer commenced on August 23, 1999. The principal office of Quadrangle is
located at 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts
02114. In addition, WFA owns 20 Units and WFC Realty owns 210 Units.

         Under the Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of June 5, 1980 (the "Partnership Agreement"), the voting
rights of the Limited Partners are limited and, in some circumstances, are
subject to the prior receipt of certain opinions of counsel or judicial
decisions.

                                       27
<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 March 1, 2004.
WFA owns 20 Units, WFC Realty owns 210 Units and Quadrangle owns a total of
10,009.47 Units representing approximately 22% 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 December 31, 2003 and 2002,
Winthrop Management, LLC earned approximately $11,000 and $16,000, 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, 2003 and 2002, the Partnership paid or accrued distributions
from Cash Available for Distribution to the General Partners of $0 and $67,000,
respectively.

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

                                       28
<PAGE>

         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

Item 14. Principal Accounting Fees and Services

The Managing General Partner has reappointed Imowitz, Koenig & Co., LLP as
independent auditors to audit the financial statements of the Partnership for
2004.

         Audit Fees. Imowitz, Koenig & Co., LLP billed the Partnership for audit
fees of approximately $23,000 and $20,000 for the years ended December 31, 2003
and 2002, respectively.

         Audit Related Fees. Imowitz, Koenig & Co., LLP did not provide any
audit related fees services to the Partnership for the years ended December 31,
2003 and 2002.

         Tax Fees. Imowitz, Koenig & Co., LLP billed the Partnership for tax
services of approximately $16,000 and $13,000 for the years ended December 31,
2003 and 2002, respectively.

         Other Fees. Imowitz, Koenig & Co., LLP did not provide any other
services to the Partnership for which the Partnership was billed during the
years ended December 31, 2003 and 2002.

                                       29
<PAGE>

                                   SIGNATURES

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

                                       WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

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

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

                                               Date:  March 29, 2004

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


Signature/Name                      Title                         Date

/s/ Michael Ashner         Chief Executive Officer           March 29, 2004
------------------         and Director
Michael Ashner

/s/ Thomas Staples         Chief Financial Officer           March 29, 2004
------------------
Thomas Staples

                                       30
<PAGE>

                                INDEX TO EXHIBITS

             Exhibit                                                    Page

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

4        See Exhibit (3).

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

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

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

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

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

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

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

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

32       Certification Pursuant to Section 906 of the Sarbanes-Oxley     39
         Act of 2002.

99       Supplementary Information required pursuant to Section 9.4 of   40
         the Partnership Agreement

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

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

                                       31
<PAGE>

(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.

                                  32