<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, 2002                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 $1,106,000.

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, 2002, net of accounts payable,
accrued expenses and distributions payable to partners is approximately $745,000
which

                                       2
<PAGE>

is invested in money market instruments. Fourteen 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 and one in November 2002. 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, 2002, limited partners had
received a return of capital equal to $217.54. In February 2003, the Partnership
made a distribution to its limited partners resulting in limited partners
receiving a return of capital at such date equal to $265.78. The general
partners' 8% share of sale proceeds would be paid subsequently.


Property Matters

     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 $2,416,000, after payment
of closing costs of $34,000. 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 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

                                       3
<PAGE>


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 its first one-year renewal option. 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.


Item 2. Description of Properties.

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

<TABLE>
<CAPTION>
                                                                                     Original
                                                 Date of       Total Cost of        Portfolio        Size Building/
Tenant/Location                                  Purchase     the Property(1)      Percentage(2)         Land(3)
---------------                                  --------     ---------------      -------------         -------
<S>                                              <C>             <C>               <C>               <C>
Toys "R" Us, Inc. / Beaumont, TX                 11/19/80           $2,234,050         11.3            43,000/4.5
Experian Services Corporation (4)/Mt.
     Pleasant, IA                                12/24/80             $982,617          5              35,700/3.0
Duckwall-Alco Stores, Inc. Nebraska City, NE     12/24/80             $972,007          5              35,700/2.0
Hobby Lobby Creative Center and                  12/30/80           $3,121,436          15             96,498/7.8
     Consolidated Stores
     Corporation/Victoria, TX
</TABLE>

(1)  Includes acquisition fees and expenses.
(2)  Represents the percentage of original cash invested in the individual
     property of the total cash invested in all properties.
(3)  Building size is in square feet, land size is in acres.
(4)  Property was previously leased to Motorola, Inc. which vacated the property
     on March 31, 2001.

     The Partnership owns the fee interest in each of these properties free of
any mortgages. All of the properties are commercial or industrial in nature and
are triple net leased to a single tenant other than the Victoria, Texas
Property. The tenants under the leases have exclusive control over the
day-to-day business operations conducted at the Properties as well as decisions

                                       4
<PAGE>

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 2002 rental payments received, including percentage rents, of
10% or more of the Partnership's total rental revenue, are as follows: Toys "R"
Us, Inc. in Livingston, New Jersey, 22%; Duckwall-Alco Store in Nebraska City,
Nebraska, 10%; Toys "R" Us, Inc. in Beaumont, Texas, 21%; Hobby Lobby in
Victoria, Texas, 25%; Consolidated Stores Corporation in Victoria Texas, 10% and
Experian Services Corporation in Mt. Pleasant, Iowa, 13%.

     The following table sets forth the tenant, business conducted by the
tenant, expiration date of the lease term, renewal options and the 2002 annual
base rent received for the leases at the Partnership's remaining properties:

<TABLE>
<CAPTION>

Tenant                                   Business of          Lease              Renewal           2002 Annual
Property/Location                        Tenant               Expiration         Option (1)        Base Rent
-----------------                        ------               ----------         ----------        ---------
<S>                                      <C>                  <C>                <C>               <C>
Toys "R" Us, Inc. / Beaumont, TX         Retail Toy Store     1-31-2006          4 - 5yr.          $224,700

Experian Services Company / Mt.          Retail Dept. Store   3-31-2004          1 - 1yr.          $128,450
     Pleasant, IA

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

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

Hobby Lobby Creative Center /            Hobby Store          5-31-2008          2 - 5yr.          $271,436
     Victoria, TX
</TABLE>


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

(2)  Additional percentage rent of $5,558, representing a percentage of store
     sales was received in 2002.

                                       5
<PAGE>

     Set forth below is a table showing the gross carrying value and accumulated
depreciation and federal tax basis of each of the Partnership's properties as of
December 31, 2002:

<TABLE>
<CAPTION>
                                 Gross
                                Carrying         Accumulated                                            Federal
Property                        Value(1)       Depreciation(1)        Rate           Method            Tax Basis
--------                        --------       ---------------        ----           ------            ---------
<S>                           <C>              <C>                 <C>               <C>              <C>
Beaumont, TX                    $1,097,138       $ 86,109           5/40 yr.           S/L             $  996,834
Mt. Pleasant, IA                 $ 524,887       $304,480           5/40 yr.           S/L             $  276,368
Nebraska City, NE                $ 580,000       $332,488           5/40 yr.           S/L             $  264,568
Victoria, TX                    $2,157,847       $199,076           5/40 yr.           S/L             $1,030,198
</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, 2003, there were 1,428 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, 2002 and 2001, the
Partnership made the following cash distributions with respect to the Units to
holders thereof as of the dates set forth below in the amounts set forth
opposite such dates:

                                               Amount of
Distribution with Respect                     Ditribution
to Quarter Ended                                Per Unit
-------------                                   --------
                                          2002             2001
                                          ----             ----
March 31                                 $5.65            $5.65
June 30                                   5.65             5.65
September 30                              5.65             5.65
December 31                              48.24            12.59


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

     Affiliates of the Managing General Partner own a total of 9,998.97 Units
representing approximately 21.91% 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

     This item should be read in conjunction with the financial statements and
other items contained elsewhere in the report.


Liquidity and Capital Resources

     The Partnership continues to hold an interest in four 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
original lease options. 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.

     The level of liquidity based on cash and cash equivalents experienced a
$1,934,000 increase at December 31, 2002 as compared to December 31, 2001. The
increase was due to net proceeds received from the sale of a property of
$2,417,000 (investing activity) and net cash provided by operating activities of
$983,000, which were partially offset by partner distributions of $1,466,000
(financing activity). Net cash provided by operating activities consists of net
cash provided by continuing operations of $728,000 and net cash provided by
discontinued operations of $255,000. At December 31, 2002, the Partnership had
$3,055,000 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 for the year ended December 31, 2002, and is
expected to be sufficient until expiration of the leases, to pay all of the
Partnership's operating expenses as well as to provide for cash distributions to
the partners from operations. As of December 31, 2002, the Partnership recorded
accrued distributions of $2,202,000 ($48.24 per unit) to its limited partners.
In addition, the Partnership made distributions of $1,465,000 during the year
ended December 31, 2002, which consisted of distributions of $1,348,000 ($29.54
per unit) to its limited partners and $117,000 to the general partners.

     The term of the lease encumbering the Partnership's property located in Mt.
Pleasant, Iowa was scheduled to expire on March 31, 2003. The tenant, Experian
Services Corporation ("Experian") elected to exercise its first one-year renewal
option. Accordingly, the lease term

                                       9
<PAGE>

was extended to March 31, 2004 at the same annual rental rate. Experian has one
additional one-year renewal term under the lease.

     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 2002 base rental revenue, are presently scheduled to expire
as follows; 15% in 2004, 13% in 2005, 27% in 2006, 13% in 2007 and 32% 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'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.


Results of Operations

     Net income increased by $1,375,000 for the year ended December 31, 2002 as
compared to 2001 due to an increase in income from discontinued operations of
$1,407,000, which was partially offset by a decrease in income from continuing
operations of $32,000.

     Income from continuing operations decreased by $32,000 for the year ended
December 31, 2002 as compared to 2001 due to a decrease in income of $15,000 and
an increase in expenses of $17,000. Income decreased due to a decrease in
interest on short-term investments of $26,000 and a decrease in interest income
on real estate leases accounted for under the financing method of $3,000 which
was partially offset by an increase in rental income of $14,000. The increase in
rental income was primarily due to the reclassification of leases accounted for
under the financing method to operating leases. Likewise, the decrease in
interest income on leases accounted for under the financing method was a result
of this reclassification. The decrease in interest income on short-term
investments was primarily due to lower interest rates. The increase in expenses
was attributable to increases in depreciation and amortization expense of
$4,000, operating expenses of $6,000, management fees of $2,000 and general and
administrative expenses of $5,000.

     Income from discontinued operations increased by $1,407,000. The increase
was due to a $1,463,000 gain on sale of a property which was partially offset by
a decrease in income from the operations of the sold property of $56,000. Income
from the operations of the sold property decreased primarily due to a $52,000
state filing fee for New Jersey. Discontinued operations have been recorded in
accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived


                                       10
<PAGE>

Assets" which is effective for fiscal years beginning after December 15, 2001.
As a result of this statement, the income from operations of the Partnership's
Livingston, New Jersey property, which was sold in November 2002, has been
recorded as discontinued operations.

     For the year ended December 31, 2002, income from discontinued operations
of $1,634,000 consisted of rental income of $258,000, net of expenses of $87,000
and gain on sale of property of $1,463,000. For the year ended December 31,
2001, income from discontinued operations of $227,000 consisted of rental income
of $271,000, net of expenses of $44,000.


Recently Issued Accounting Standards

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

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and the
accounting and reporting provisions of Accounting Principles Board ("APB")
Opinion No. 30, "Reporting the Results of Operations -Reporting the Effects of a
Disposal of a Business and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," for the disposal of a segment of a business. This
statement also amends Accounting Research Bulletin No. 51, "Consolidated
Financial Statements," to eliminate the exception to consolidation for a
subsidiary for which control is likely to be temporary. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001, and interim
periods within those fiscal years. The provisions of this statement generally
are to be applied prospectively. As a result of this statement, the Partnership
has classified the income from operations of one of its properties that was sold
in November 2002 as discontinued operations.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical
Corrections," which updates, clarifies and simplifies existing accounting
pronouncements. In part, this statement rescinds SFAS No. 4, "Reporting Gains
and Losses from Extinguishment of Debt." FASB No. 145 will be effective for
fiscal years beginning after May 15, 2002. Upon adoption, enterprises must
reclassify prior period items that do not meet the extraordinary item
classification criteria in APB Opinion No. 30. The Partnership does not expect
that this statement will have a material effect on the Partnership's financial
statements.

                                       11
<PAGE>

     In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing or other exit or disposal activity. SFAS
No. 146 is effective prospectively for exit and disposal activities initiated
after December 31, 2002, with earlier adoption encouraged. The Partnership does
not expect that this statement will have a material effect on the Partnership's
financial statements.

     In November 2002, the FASB issued Interpretation No. 45, Guarantors'
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. The Interpretation elaborates on the
disclosures to be made by a guarantor in its financial statements about its
obligations under certain guarantees that it has issued. It also clarifies that
a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. This Interpretation does not prescribe a specific approach for
subsequently measuring the guarantor's recognized liability over the term of the
related guarantee. The disclosure provisions of this Interpretation are
effective for the Partnership's December 31, 2002 financial statements. The
initial recognition and initial measurement provisions of this Interpretation
are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. This Interpretation had no effect on the Partnership's
financial statements.

     In January 2003, the 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. The provisions of
the Interpretation will be immediately effective for all variable interests in
variable interest entities created after January 31, 2003, and the Partnership
will need to apply its provisions to any existing variable interests in variable
interest entities by no later than December 31, 2004. The Partnership does not
expect that this will have an impact on the Partnership's financial statements.


Quantitative and Qualitative Disclosures of Market Risk

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




                                       12
<PAGE>

Item 7.  Financial Statements


                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2002 AND 2001

                                      INDEX

                                                                            Page
                                                                            ----


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

Financial Statements:

Balance Sheets as of December 31, 2002 and 2001..............................15

Statements of Income for the Years Ended
     December 31, 2002 and 2001..............................................16

Statements of Partners' Capital for the Years Ended
     December 31, 2002 and 2001..............................................17

Statements of Cash Flows for the Years Ended
     December 31, 2002 and 2001..............................................18

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





                                       13
<PAGE>


                          Independent Auditors' Report


To the Partners
Winthrop Partners 80 Limited Partnership


We have audited the accompanying balance sheets of Winthrop Partners 80 Limited
Partnership (a Massachusetts limited partnership) as of December 31, 2002 and
2001, 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, 2002 and 2001, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.






                                                   /s/ Imowitz Koenig & Co., LLP


New York, New York
January 31, 2003


                                       14
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                                 BALANCE SHEETS
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                ----------------------------------
                                                                     2002              2001
                                                                ----------------  ----------------
<S>                                                             <C>               <C>
ASSETS

Real Estate Leased to Others:

Real Estate at cost, net of accumulated depreciation
      of $927 (2002) and $839 (2001)                            $         3,432   $         4,546

Other Assets:

Cash and cash equivalents                                                 3,055             1,121
Other assets and deferred costs, net of accumulated
      amortization of $67 (2002) and $42 (2001)                             188               223
                                                                ----------------  ----------------

            Total Assets                                        $         6,675   $         5,890
                                                                ================  ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accounts payable and accrued expenses                            $           56     $          48
Distributions payable to partners                                         2,202               625
State fees payable on discontinued operations                                52                 -
                                                                ----------------  ----------------

            Total Liabilities                                             2,310               673
                                                                ----------------  ----------------

Partners' Capital:

Limited Partners -
   Units of Limited Partnership Interest,
   $500 stated value per Unit; authorized - 50,010
   Units; issued and outstanding - 45,646 Units                           5,031             5,889
General Partners' Deficit                                                  (666)             (672)
                                                                ----------------  ----------------

            Total Partners' Capital                                       4,365             5,217
                                                                ----------------  ----------------

            Total Liabilities and Partners' Capital              $        6,675     $       5,890
                                                                ================  ================
</TABLE>


                       See notes to financial statements.

                                       15
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                         ----------------------------------------------
                                                                                 2002                     2001
                                                                         ---------------------    ---------------------
<S>                                                                      <C>                      <C>
Income:
Rental income                                                            $                835     $                821
Interest on short-term investments                                                         13                       39
Interest income on real estate leases accounted
      for under the financing method                                                        -                        3
                                                                         ---------------------    ---------------------

         Total income                                                                     848                      863
                                                                         ---------------------    ---------------------

Expenses:
Depreciation and amortization                                                             153                      149
Management fees                                                                            13                       11
Operating expenses                                                                          8                        2
General and administrative                                                                117                      112
                                                                         ---------------------    ---------------------

         Total expenses                                                                   291                      274
                                                                         ---------------------    ---------------------

Income from continuing operations                                                         557                      589
                                                                         ---------------------    ---------------------

Discontinued operations:
Income from operations of sold property, net of state fees of
       $52 in 2002                                                                        171                      227
Gain on sale of property                                                                1,463                        -
                                                                         ---------------------    ---------------------

Income from discontinued operations                                                     1,634                      227
                                                                         ---------------------    ---------------------

Net income                                                               $              2,191      $               816
                                                                         =====================    =====================

Net income allocated to general partners                                 $                 73     $                 65
                                                                         =====================    =====================

Income from continuing operations allocated to limited partners          $                513     $                542

Income from discontinued operations allocated to limited partners                       1,605                      209
                                                                         ---------------------    ---------------------

Net income allocated to limited partners                                 $              2,118     $                751
                                                                         =====================    =====================

Income from continuing operations per Unit of
      Limited Partnership Interest                                       $              11.24     $              11.87
Income from discontinued operations per Unit of
      Limited Partnership Interest                                                      35.16                     4.58
                                                                         ---------------------    ---------------------

Net income per Unit of Limited Partnership Interest                      $              46.40     $              16.45
                                                                         =====================    =====================

Distributions per Unit of Limited Partnership Interest                   $              65.19      $             29.54
                                                                         =====================    =====================
</TABLE>


                       See notes to financial statements.

                                       16
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                         STATEMENTS OF PARTNERS' CAPITAL
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                        (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, 2001                    45,646   $             (620)  $           6,486    $            5,866

    Distributions                                                   (117)             (1,348)               (1,465)
    Net income                                                        65                 751                   816
                                  ------------------  -------------------  ------------------   -------------------

Balance - December 31, 2001                  45,646                 (672)              5,889                 5,217

    Distributions                                                    (67)             (2,976)               (3,043)
    Net income                                                        73               2,118                 2,191
                                  ------------------  -------------------  ------------------   -------------------

Balance - December 31, 2002                  45,646   $             (666)  $           5,031    $            4,365
                                  ==================  ===================  ==================   ===================
</TABLE>





                       See notes to financial statements.

                                       17
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                 YEARS ENDED DECEMBER 31,
                                                                              -------------------------------
                                                                                  2002              2001
                                                                              -------------    --------------
<S>                                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Continuing Operations:
Income from continuing operations                                             $        557     $         589
      Adjustments to reconcile income to net cash provided
        by continuing operations:
      Depreciation                                                                     128               124
      Amortization                                                                      25                25
Changes in assets and liabilities:
      Decrease (increase) in other assets                                               10               (71)
      Increase (decrease) in accounts payable and
           accrued expenses                                                              8               (33)
                                                                              -------------    --------------

      Net cash provided by continuing operations                                       728               634
                                                                              -------------    --------------

Discontinued Operations:
Income from discontinued operations                                                  1,634               227
      Adjustments to reconcile income to net cash provided
        by discontinued operations:
      Depreciation                                                                      32                39
      Gain on sale of property                                                      (1,463)                -
Change in  liabilities:
      Increase in state fees payable                                                    52                 -
                                                                              -------------    --------------

      Net cash provided by discontinued operations                                     255               266
                                                                              -------------    --------------

Net cash provided by operating activities                                              983               900
                                                                              -------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:

      Minimum lease payments received, net of interest income
         earned, on leases accounted for under the financing method                      -                26
      Net proceeds from sale of property - discontinued operations                   2,417                 -
      Leasing costs                                                                      -                (2)
                                                                              -------------    --------------

      Net cash provided by investing activities                                      2,417                24
                                                                              -------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Cash distributions                                                            (1,466)           (1,120)
                                                                              -------------    --------------

      Cash used in financing activities                                             (1,466)           (1,120)
                                                                              -------------    --------------

Net increase (decrease) in cash and cash equivalents                                 1,934              (196)

Cash and Cash Equivalents, Beginning of Year                                         1,121             1,317
                                                                              -------------    --------------

Cash and Cash Equivalents, End of Year                                        $      3,055     $       1,121
                                                                              =============    ==============

Supplemental Disclosure of Non-Cash Financing Activities

Accrued distributions to partners                                             $      2,202     $         625
                                                                              =============    ==============
</TABLE>





                       See notes to financial statements.

                                       18
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


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
     four properties, two of which are located in Texas and one each in 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.

     (a) Financing Method

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

     (b) Operating Method

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

                                       19
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


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


     Percentage Rent

     The Partnership has entered into several leases that provide for a minimum
     annual rent plus additional rent based on percentages of sales at the
     properties ("percentage rent"). These percentage rents are recorded when
     earned. For the years ended December 31, 2002 and 2001, the Partnership
     received percentage rent totaling approximately $85,000 and $73,000,
     respectively.


     Revenue Recognition

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


     Real Estate

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


     Depreciation

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


     Deferred Costs

     At December 31, 2002 and 2001, deferred leasing costs of $172,000 are being
     amortized on a straight-line basis over the life of the respective leases.
     Accumulated amortization totaled $67,000 and $42,000 at December 31, 2002
     and 2001, respectively.

                                       20
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


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


     Cash and Cash Equivalents

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


     Fair Value of Financial Instruments

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


     Distributions to Partners

     The Partnership's distributions (paid or accrued) aggregated $67,000 and
     $117,000 to its general partners and $2,976,000 ($65.19 per unit) and
     $1,348,000 ($29.54 per unit) to its limited partners for the years ended
     December 31, 2002 and 2001, respectively. The cash distribution due
     partners for the years ended December 31, 2002 and 2001 is recorded in the
     accompanying financial statements as a liability and a reduction of
     partner's capital.


     Net Income Per Limited Partnership Unit

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

     Income Taxes

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


     Concentration of Credit Risk

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


                                       21
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


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


     Segment Reporting

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


     Recently Issued Accounting Standards

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

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets," which addresses financial
     accounting and reporting for the impairment or disposal of long-lived
     assets. This statement supersedes SFAS No. 121, "Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
     Of" and the accounting and reporting provisions of Accounting Principles
     Board ("APB") Opinion No. 30, "Reporting the Results of Operations
     -Reporting the Effects of a Disposal of a Business and Extraordinary,
     Unusual and Infrequently Occurring Events and Transactions," for the
     disposal of a segment of a business. This statement also amends Accounting
     Research Bulletin No. 51, "Consolidated Financial Statements," to eliminate
     the exception to consolidation for a subsidiary for which control is likely
     to be temporary. SFAS No. 144 is effective for fiscal years beginning after
     December 15, 2001, and interim periods within those fiscal years. The
     provisions of this statement generally are to be applied prospectively. As
     a result of this statement, the Partnership has classified the income from
     operations of one of its properties that was sold in November 2002 as
     discontinued operations.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
     No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical
     Corrections," which updates, clarifies and simplifies existing accounting
     pronouncements. In part, this statement rescinds SFAS No. 4, "Reporting
     Gains and Losses from Extinguishment of Debt." FASB No. 145 will be
     effective for fiscal years beginning after May 15, 2002. Upon adoption,
     enterprises


                                       22
<PAGE>
                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


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


     Recently Issued Accounting Standards (Continued)

     must reclassify prior period items that do not meet the extraordinary item
     classification criteria in APB Opinion No. 30. The Partnership does not
     expect that this statement will have a material effect on the Partnership's
     financial statements.

     In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities." SFAS No. 146 requires
     companies to recognize costs associated with exit or disposal activities
     when they are incurred rather than at the date of a commitment to an exit
     or disposal plan. Examples of costs covered by the standard include lease
     termination costs and certain employee severance costs that are associated
     with a restructuring, discontinued operation, plant closing or other exit
     or disposal activity. SFAS No. 146 is effective prospectively for exit and
     disposal activities initiated after December 31, 2002, with earlier
     adoption encouraged. The Partnership does not expect that this statement
     will have a material effect on the Partnership's financial statements.

     In November 2002, the FASB issued Interpretation No. 45, Guarantors'
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others. The Interpretation elaborates on the
     disclosures to be made by a guarantor in its financial statements about its
     obligations under certain guarantees that it has issued. It also clarifies
     that a guarantor is required to recognize, at the inception of a guarantee,
     a liability for the fair value of the obligation undertaken in issuing the
     guarantee. This Interpretation does not prescribe a specific approach for
     subsequently measuring the guarantor's recognized liability over the term
     of the related guarantee. The disclosure provisions of this Interpretation
     are effective for the Partnership's December 31, 2002 financial statements.
     The initial recognition and initial measurement provisions of this
     Interpretation are applicable on a prospective basis to guarantees issued
     or modified after December 31, 2002. This Interpretation had no effect on
     the Partnership's financial statements.

     In January 2003, the 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. The provisions of the Interpretation will be immediately effective
     for all variable interests in variable interest entities created after
     January 31, 2003, and the Partnership will need to apply its provisions to
     any existing variable interests in variable interest entities by no later
     than December 31, 2004. The Partnership does not expect that this will have
     an impact on the Partnership's financial statements.

                                       23
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (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 $16,000
     and $15,000 ($3,000 and $4,000 of which is included in discontinued
     operations for 2002 and 2001) for managing the properties of the
     Partnership for the years ended December 31, 2002 and 2001, 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.

     During 2002 and 2001, an affiliate of the general partners acquired 47
     units and 838 units, respectively, of the total limited partnership units
     of the Partnership. As a result of these purchases, and purchases made in
     prior years, affiliates of the general partners own approximately 21% of
     the outstanding limited partnership units.


                                       24
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


3.   REAL ESTATE LEASED TO OTHERS

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

                                                    December 31,
                                           ------------------------------
                                               2002             2001
                                           -------------    -------------
     Land                                  $   1,216,000    $   1,811,000
     Commercial buildings                      3,144,000        3,574,000
     Accumulated depreciation                   (927,000)        (839,000)
                                           -------------    -------------
                                           $   3,433,000    $   4,546,000
                                           =============    =============

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

          2003..................................................  $   857,000
          2004..................................................      766,000
          2005..................................................      734,000
          2006..................................................      419,000
          2007..................................................      296,000
          Thereafter............................................      107,000
                                                                  -----------
                                                                  $ 3,179,000
                                                                  ===========


4.   SIGNIFICANT TENANTS

     For the year ended December 31, 2002 approximately 90% of revenue from
     rental operations was from five tenants. For the year ended December 31,
     2001 four tenants comprised approximately 79% of the Partnership's rental
     revenue. Each tenant represented 10% or more of revenue from rental
     operations. Approximately 35% of revenue from rental operations was from
     the Partnership's Victoria, Texas property during 2002 and 2001. This
     property had two tenants at the end of 2002 and 2001.


5.   SALE OF PROPERTY

     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. The Partnership has recorded an accrued distribution related
     to the net proceeds received from the sale of $2,202,000 ($48.24 per unit)
     to the limited partners at December 31, 2002.

                                       25
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


5.   SALE OF PROPERTY (Continued)

     The sale and operations of this property have been recorded as discontinued
     operations in accordance with the provisions of SFAS No. 144, "Accounting
     for the Impairment or Disposal of Long-Lived Assets." For the year ended
     December 31, 2002, income from discontinued operations of $1,634,000
     consisted of rental income of $258,000, net of expenses of $87,000 and a
     gain on sale of property of $1,463,000. Expenses included a $52,000 state
     filing fee for New Jersey. For the year ended December 31, 2001, income
     from discontinued operations of $227,000 consisted of rental income of
     $271,000, net of expenses of $44,000.


6.   TAXABLE INCOME

     The Partnership's taxable income for 2002 and 2001 differs from net income
     for financial reporting purposes, as follows:

<TABLE>
<CAPTION>
                                                                 2002              2001
                                                             -------------     -------------
<S>                                                          <C>               <C>
Net income for financial reporting purposes                  $   2,191,000     $     816,000
     Minimum lease payments received, net of interest
     income earned, on leases accounted for under
     the financing method                                               --            26,000
     Depreciation on leases accounted for under the
     financing method and tax depreciation adjustment               76,000            74,000
     Deferred rent                                                  28,000           (77,000)
     Gain on sale of property                                       74,000                --
                                                             -------------     -------------
Taxable income                                               $   2,369,000     $     839,000
                                                             =============     =============

Taxable income per Unit of Limited Partnership Interest      $       50.11     $       16.91
                                                             =============     =============
</TABLE>


7.   SUBSEQUENT EVENT

     The term of the lease encumbering the Partnership's property located in Mt.
     Pleasant, Iowa was scheduled to expire on March 31, 2003. The tenant,
     Experian Services Corporation ("Experian") elected to exercise its first
     one-year renewal option. Accordingly, the lease term was extended to March
     31, 2004 at the same annual rental rate. Experian has one additional
     one-year renewal term under the lease.

                                       26
<PAGE>


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

     There were no disagreements with Imowitz Koenig & Co., LLP regarding the
2002 or 2001 audits of the Partnership's financial statements.



















                                       27
<PAGE>

                                    PART III
                                    --------

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

     The Partnership has no officers or directors. The Managing General Partner
manages and controls substantially all of the Partnership's affairs and has
general responsibility and ultimate authority in all matters affecting its
business. As of March 1, 2003, the names of the directors and executive officers
of the Managing General Partner and the position held by each of them, are as
follows:

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

Thomas C. Staples           Chief Financial Officer                    1-99

Peter Braverman             Executive Vice President and Director      1-96

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


     Michael L. Ashner, age 50, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership ("WFA") and the Managing General
Partner since January 15, 1996. Since August 19, 2002, Mr. Ashner has also
served as the Chief Executive Officer of Shelbourne Properties I Inc.,
Shelbourne Properties II Inc. and Shelbourne Properties III Inc. (collectively,
the "Shelbourne REITs"), three publicly traded real estate investment trusts.
Mr. Ashner currently serves as a director of each of the Shelbourne REITs, Great
Bay Hotel and Casino Inc., and NBTY, Inc.

     Thomas C. Staples, age 47, has been the Chief Financial Officer of WFA
since January 1, 1999. From March 1996 through December 1998, Mr. Staples was
Vice President/Corporate Controller of WFA.

     Peter Braverman, age 51, has been a Vice President of WFA and the Managing
General Partner since January 1996. Since August 19, 2002, Mr. Braverman has
also served as the Executive Vice President of each of the Shelbourne REITs. Mr.
Braverman serves as a director of the Shelbourne REITs.

     Carolyn Tiffany, age 36, has been employed with WFA since January 1993.
Since December 1997, Ms. Tiffany has served as the Chief Operating Officer of
WFA. In addition, since August 19, 2002, Ms. Tiffany has served as the Chief
Financial Officer of each of the Shelbourne REITs.

                                       28
<PAGE>

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

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

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

Item 10. Executive Compensation.
--------------------------------

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

                                       29
<PAGE>


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

     (a) Security Ownership of certain beneficial owners.

     No person or group is known by the Partnership to be the beneficial owner
of more than 5% of the outstanding Units at March 1, 2003, except Quadrangle
Associates I L.L.C. ("Quadrangle"), an affiliate of the Managing General
Partner, which owns 9,986.97 Units (approximately 21.88% of the total
outstanding units) substantially all or which were acquired pursuant to its
tender offer commenced on August 23, 1999. The principal office of Quadrangle is
located at 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts
02114. In addition, WFA holds 12 Units.

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

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

     (b) Security ownership of management.

     None of the partners of WFA nor the general partner, officers and directors
of the General Partners owned any Units beneficially at March 1, 2003. WFA owns
12 Units and Quadrangle own a total of 9,986.97 Units representing approximately
21.88% 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

                                       30
<PAGE>

management fees and capital expenditures) from each property it manages. For the
years ended December 31, 2002 and 2001, Winthrop Management, LLC earned
approximately $16,000 and $15,000, respectively, for managing the real
properties of the Partnership.

     The General Partners are entitled to 8% of Cash Available for Distribution,
subordinated to a cumulative, priority quarterly distribution to the Limited
Partners. The General Partners are also entitled to 8% of Sale or Refinancing
Proceeds, subordinated to certain priority distributions to the Limited Partners
as provided for in the Partnership Agreement. For the year ended December 31,
2002 and 2001, the Partnership paid or accrued distributions from Cash Available
for Distribution to the General Partners of $67,000 and $117,000, respectively.

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

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


Item 13. Controls and Procedures

     The Managing General Partner's principal executive officer and principal
financial officer have, within 90 days of the filing date of this annual report,
evaluated the effectiveness of the Partnership's disclosure controls and
procedures (as defined in Exchange Act Rules 13a - 14(c) and have determined
that such disclosure controls and procedures are adequate. There have been no
significant changes in the Partnership's internal controls or in other factors
that could significantly affect such internal controls since the date of
evaluation. Accordingly, no corrective actions have been taken with regard to
significant deficiencies or material weaknesses.


Item 14. Exhibits and Reports on Form 8K.

(a)  Exhibits:

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

(b)  Reports on Form 8-K

     None



                                       31
<PAGE>

                                   SIGNATURES

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

                                 WINTHROP PARTNERS 80 LIMITED PARTNERSHIP

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

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

                                                    Date: March 28, 2003

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


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


/s/ Michael Ashner          Chief Executive Officer            March 28, 2003
-----------------------     and Director
Michael Ashner


/s/ Thomas Staples          Chief Financial Officer            March 28, 2003
-----------------------
Thomas Staples



                                       32
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                          FORM 10-KSB DECEMBER 31, 2002


                                 CERTIFICATIONS

     I, Michael L. Ashner, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Winthrop Partners 80
     Limited Partnership;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   The Registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant is made known to us,
         particularly during the period in which this annual report is being
         prepared:

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures on our evaluation as of the
         Evaluation Date;

5.   The Registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         controls; and


                                       33
<PAGE>

6.   The Registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:   March 28, 2003                       /s/ Michael  L. Ashner
                                             -----------------------------------
                                             Michael L. Ashner
                                             Chief Executive Officer







                                       34
<PAGE>

                    WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
                          FORM 10-KSB DECEMBER 31, 2002


                                 CERTIFICATIONS

     I, Thomas Staples, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Winthrop Partners 80
     Limited Partnership;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   The Registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant is made known to us,
         particularly during the period in which this annual report is being
         prepared:

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures on our evaluation as of the
         Evaluation Date;

5.   The Registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         controls; and

                                       35
<PAGE>

6.   The Registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:   March 28, 2003                          /s/ Thomas Staples
                                                -----------------------
                                                Thomas Staples
                                                Chief Financial Officer







                                       36
<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            (1)
        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 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, Texas     (3)

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

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

99.2    Supplementary Information required pursuant to Section             40
        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.


                                       37
<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.











                                       38