SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                        FORM 10-Q

          QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

Quarter Ended  September 30, 1995    Commission File Number    2-94797  


               WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP

         Maryland                                        04-2846721
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)


One International Place, Boston, MA                          02110
 (Address of principal executive offices)                   (Zip Code)


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


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

Part I.   Financial Information:

Consolidated Statements of Operations
<TABLE>


                                                                             For the Three Months            For the Nine Months
                                                                             Ended September 30,              Ended September 30,

(Amounts in thousands)(Unaudited)                                             1995            1994           1995            1994


<S>                                                                    <C>             <C>            <C>             <C>
Revenues:
Property acquisition and related fee income......................      $         -     $       217    $       553     $       628
Leasing commissions..............................................              162             364            847             905
Tenant service revenue...........................................            1,223             986          3,179           3,022
Management fees..................................................            3,450           3,627         10,428          11,118
Interest.........................................................              982             826          2,693           2,093
Rent.............................................................           12,208          10,979         34,956          30,962
Other............................................................              364             427          1,065           3,057
                                                                               ---             ---          -----           -----
      Total revenues.............................................           18,389          17,426         53,721          51,785
                                                                            ------          ------         ------          ------

Expenses:
Management, general and administrative...........................            4,597           4,995         13,330          14,977
Depreciation and amortization....................................            2,260           2,040          6,124           5,301
Tenant service expense...........................................              847           1,096          2,968           3,112
Interest. . . . .................................................            4,007           3,933         11,763          10,812
Rental operating expense.........................................            6,077           5,879         17,154          15,669
Nonrecurring organizational costs................................            4,903               -          4,903               -
                                                                             -----               -          -----               -
      Total expenses.............................................           22,691          17,943         56,242          49,871
                                                                            ------          ------         ------          ------
      Operating income (loss) ...................................           (4,302)           (517)        (2,521)          1,914

Equity in income (loss) of investment programs...................              (23)             15            (27)           (102)
Nonrecurring organizational costs................................                -          (5,905)             -          (5,905)
                                                                                 -          ------              -          ------ 
      Loss before minority interest and credit
      for income taxes...........................................           (4,325)         (6,407)        (2,548)         (4,093)

Minority interest................................................              484               -            484              92
                                                                               ---             ---            ---     -      ----
      Loss before provision for income taxes.....................           (4,809)         (6,407)        (3,032)         (4,185)
                                                                            ------          ------         ------          ------ 

(Credit) provision for income taxes..............................             (419)         (2,872)           530          (1,872)
                                                                              ----          ------            ---         ------- 

      Net loss...................................................      $    (4,390)    $    (3,535)   $    (3,562)    $    (2,313)
                                                                       ==  =======     ==  =======    =    ======     =  ======== 

Net loss allocated to:
     General Partner.............................................      $      (463)    $      (301)   $      (463)    $      (301)
                                                                       =      ====     =      ====    =      ====     =     ===== 

      Unitholders:
       General Partner ..........................................      $    (2,549)    $    (1,655)   $  (2,549  )    $    (1,655)
                                                                       =    ======     =    ======    =========       =    ====== 

       Public Unitholders........................................      $    (1,378)    $    (1,579)   $      (550)    $      (357)
                                                                       =    ======     =    ======    =      ====     =      ==== 

PublicUnitholders  net loss per unit/based  upon the weighted  average number of
      Units outstanding - 2,712,814 for the three and nine months ended
      September 30, 1995 and 1994 ...............................      $      (.51)    $      (.58)   $      (.20)    $      (.13)
                                                                       =      ====     =      ====    =      ====     =      ==== 

</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


Consolidated Balance Sheets
<TABLE>

                                                                         September 30, 1995          Dec. 31, 1994
(Amounts in thousands)                                                          (Unaudited)

ASSETS
<S>                                                                            <C>                    <C>            
Current Assets:
 Cash and cash  equivalents  (of which  $4,415  and  $7,726 is  unrestricted  at
   September 30, 1995 and December 31, 1994,
   respectively)..........................................................      $     17,754          $    18,898
 Current portion of receivables:
  Fees, commissions and reimbursements, including accrued interest                     4,477                4,406
  Loans...................................................................             1,044                  310
 Earnest money deposit....................................................               100                2,300
 Other ...................................................................               289                1,448
                                                                                         ---                -----
      Total current assets................................................            23,664               27,362
                                                                                      ------               ------
Long-term Receivables:
 Fees, net of reserves of $16,639 at September 30, 1995
   and December 31, 1994..................................................            10,015                8,921
 Loans, net of reserves of $16,960 and $16,908 at September 30,
   1995 and December 31, 1994, respectively...............................             3,223                3,050
                                                                                       -----               ------
      Total long-term receivables.........................................            13,238               11,971
                                                                                      ------              -------
Real Estate Assets:
 Land ....................................................................             30,62               27,814
 Buildings (net of accumulated depreciation of $11,010 and $6,930
   at September 30, 1995 and December 31, 1994, respectively).............           149,809              141,661
 Furniture, fixtures, equipment (net of accumulated depreciation
  of $3,476 and $2,961 at September 30, 1995 and December 31, 1994,
  respectively)...........................................................             3,794                3,559
                                                                                 -----------                -----
      Total real estate assets............................................           184,215              173,034
                                                                                     -------              -------
Other Assets:
 Equity interests in and advances to investment programs, net.............             5,551                5,933
 Deferred costs (net of accumulated amortization of $3,374 and
   $2,837 at September 30, 1995 and December 31, 1994, respectively)                  11,575               11,343
 Other ...................................................................             1,275                1,561
      Total other assets..................................................            18,401               18,837




                                                                                $    239,518             $231,204
LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities:
 Notes payable............................................................      $      1,282              $32,708
 Accounts payable.........................................................             2,807                2,989
 Accrued expenses and other...............................................            11,710               28,702
      Total current liabilities...........................................            15,799               64,399
Long-term Liabilities:
 Notes payable............................................................           179,015              130,615
 Deferred taxes...........................................................            12,372               11,926
 Other . . . .............................................................             5,843                6,449
      Total long-term liabilities.........................................           197,230              148,990
Commitments and Contingencies
  Minority Interest.......................................................            17,308                  -
Partners' Capital:
   Limited Partners,  $25 stated value per Unit;  authorized - 21,249,942 Units;
     issued and outstanding - 15,284,243 Units:
     Public Unitholders, 2,712,814 Units with preferential rights.........            41,604               42,282
     General Partner, 12,571,429 Units without preferential rights........           (23,403)             (20,262)
   General Partner........................................................            (4,776)              (4,205)
   Investment in W.L. Realty Limited Partnership..........................            (4,244)                 -
                                                                                      ------                  -
      Total partners' capital.............................................             9,181               17,815
                                                                                $    239,518             $231,204

</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

Consolidated Statements of Cash Flows
<TABLE>

                                                                                           For the
                                                                                          Nine Months
                                                                                            Ended
                                                                                         September, 30
(Amounts in thousands)(Unaudited)                                                     1995             1994


<S>                                                                             <C>                   <C>            
Cash flows from operating activities:
Net loss .................................................................      $   (3,562)           $(2,313)
Adjustments to reconcile  net loss to net cash  
 provided by (used in)  operating activities:
 Noncash portion of nonrecurring organizational costs....................               -               5,905
    Increase in minority interest.........................................             484                 92
    Depreciation and amortization.........................................           6,124              5,301
    Equity in loss of investment programs.................................              27                102
    Increases (decreases) in cash as a result of changes in
     operating assets and liabilities:
      Fees receivable.....................................................          (1,165)             5,147
      Other assets........................................................           1,445             (1,272)
      Accounts payable....................................................            (182)            (3,022)
      Accrued expenses....................................................         (16,992)             1,192
      Deferred taxes......................................................             446             (1,872)
      Other liabilities...................................................            (606)            (1,377)
        Net cash (used in) provided by operating activities...............         (13,981)             7,883
                                                                                   -------              -----


Cash flows from investing activities:                                                                  
Capital expenditures....................................................            (4,962)           (32,175)
  Contributions to investment programs....................................             (14)              (110)
  Distributions from investment programs..................................             369                466
  Decrease in advances to investment programs.............................               -              2,945

  Decrease in earnest money deposit.......................................           2,200                 -
  Increase in deferred costs..............................................          (2,459)            (1,564)
  Increase in long term loans receivable..................................            (907)              (826)
                                                                                      ----                ---- 
        Net cash used in investing activities.............................          (5,773)            (31,264)

Cash flows from financing activities:
  Net borrowing under credit facilities...................................               -              19,588
  Borrowing of notes payable..............................................          59,572                   -
  Repayment of notes payable..............................................         (35,742)                  -
  Cash distribution to minority interest partner..........................            (976)                  -


<PAGE>


  Investment in W.L. Realty Limited Partnership...........................          (4,244)                   -
    Net cash provided by financing activities.............................          18,610              19,588

Net decrease in cash and cash equivalents.................................          (1,144)             (3,793)

Cash and cash equivalents at beginning of period..........................          18,898              26,006

Cash and cash equivalents at end of period................................      $   17,754             $22,213

</TABLE>
Supplemental disclosure of Non Cash Investing and Financing Activities: In April
1995, the Company purchased, from an unaffiliated party, an apartment complex in
Austin,  Texas. In conjunction  therewith,  the Company  obtained  $1,000,000 in
seller financing and assumed a mortgage from a related party of $9,945,974.

In July 1995, a note payable to a related party in the amount of $17,800,000 was
converted  to  preferred  equity   (classified  as  Minority   Interest  in  the
accompanying  balance  sheet).  The  accompanying  notes are an integral part of
these consolidated financial statements.


<PAGE>


Notes to Consolidated Financial StatementsSeptember 30, 1995

1.       BASIS OF PRESENTATION

The  accompanying   condensed  consolidated  financial  statements  reflect  the
accounts of Winthrop Financial Associates ("WFA") and its subsidiaries including
First Winthrop  Corporation  (collectively  referred to as the  "Company").  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

The  consolidated  financial  statements  were  prepared on the accrual basis of
accounting and reflect the Company's results of operations for an interim period
which may not  necessarily  be indicative  of the results of operations  for the
year ending  December 31, 1995. In the opinion of  management,  all  adjustments
considered necessary for a fair presentation of the results of operations for an
interim  period  have  been  made  in the  accompanying  consolidated  financial
statements.  These condensed consolidated financial statements should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Partnership's latest annual report on Form 10-K.

Public  Unitholders  are  entitled  to  a  6%  per  annum  cumulative   priority
distribution  from all operating  cash flow. At September 30, 1995,  this unpaid
accumulated preference amounted to $19,329,000 or $7.13 per unit.

The net income of the Company is first allocated to Public Unitholders up to the
amount  of the 6% per  annum  cumulative  priority  distribution  and  then  any
remaining  income  is  allocated  to  all  partners  in  accordance  with  their
percentage interests.  Net loss for financial statement purposes is allocated to
all partners in accordance  with their  percentage  interests as outlined in the
partnership agreement.


2.       STATEMENTS OF CASH FLOWS

The Company made  interest and income tax payments  during the nine months ended
September 30, 1995 and 1994 as follows:

<TABLE>
    <S>                                      <C>                            <C>             
    (Amounts in thousands)                           1995                      1994
    ----------------------                           ----                      ----
    Interest........................         $     11,078                   $10,393
    Income Taxes....................         $         84                         0
</TABLE>

3.  SIGNIFICANT TRANSACTIONS

As of  September  30, 1995 the  Company's  current  assets  exceeded its current
liabilities by $7,865,000. During the third quarter of 1995, through a series of
transactions   described   below,   the  Company   refinanced   $45,500,000   of
indebtedness, of which $42,100,000 was previously classified as current.

In July 1995 the  Company  entered  into a  financing  arrangement,  whereby the
Company borrowed approximately $42,000,000.  This loan accrues interest at LIBOR
+ 3%, with an overall interest rate cap of 10.19%, and matures in 1998. 
The proceeds of this loan were used to: (i) fund the costs associated with
the transactions  related to the change in ownership described below; (ii) repay
approximately  $9,400,000 of mortgage indebtedness due August 15, 1995 which was
secured by a WFA owned apartment property;  (iii) repay approximately $3,400,000
of mortgage  indebtedness  due October 31, 1996 which was also  secured by a WFA
owned   property;   and  (iv)  repay   approximately   $15,000,000  of  mortgage
indebtedness  secured by certain WFA owned  properties  and was  classified as a
current liability due to a breach of certain financial covenants provided for in
the loan documents.

In July 1995 the Company  contributed  certain assets and liabilities to a newly
formed  partnership   controlled  by  the  Company.  The  related  party  lender
contributed  a  $17,700,000  note  payable to this newly formed  partnership  in
exchange for  preferred  equity which  provides the related  party  partner with
certain preferences of cash flow from the newly formed partnership. The proceeds
of the note  payable  contributed  were used to fund the June 1995 payment of an
agreed upon settlement and the associated legal fees incurred relating to a suit
brought  against WFA and First  Winthrop  (see WFA 1994 Form 10-K filed with the
SEC on May 15,  1995).  The related  party  partner's  equity is  classified  as
minority interest on the accompanying Consolidated Balance Sheet as of September
30, 1995.

As  further  described  in the  Company's  July  18,  1995  Form 8-K  filing,  a
transaction  was  consummated  which  resulted  in a change  of  control  of the
Company.  Londonderry  Acquisition II Limited  Partnership,  a Delaware  limited
partnership and an affiliate of Apollo Real Estate  Advisors,  L.P.  ("Apollo"),
acquired control of the Company from Nomura Asset Capital Corporation. Apollo or
an affiliate may acquire additional Preferred Units. Any such acquisition may be
made through  private  purchases,  merger or  consolidation  of WFA, one or more
future tender or exchange offers or by any other means deemed advisable.

In  addition,  the Company,  affiliates  of Apollo and certain  executives  (the
"Management  Group") executed an agreement  whereby the Management Group sold to
the Company  their  respective  equity  interests  in the entity which owned the
general partnership  interest of the Company, and the Chairman and Vice Chairman
resigned.

Payments related to the settlement of certain employment  agreements,  legal and
consulting fees incurred in connection with the aforementioned transaction,  the
release of certain liabilities,  and bonuses to certain members of management to
continue in their  employment  with the Company have been recorded in the period
ended  September  30,  1995,  on  the  accompanying  Consolidated  Statement  of
Operations  for  the  three  and  nine  months  ended  September  30,  1995,  as
nonrecurring  organizational costs which amounted to $4,903,000. The acquisition
of the  Management  Group's equity  interests were recorded on the  accompanying
Consolidated Balance Sheet as a reduction in equity, classified as Investment in
W.L. Realty Limited Partnership.



<PAGE>




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

During 1993 and 1994 the Company  shifted the direction of its  operations  away
from  investment  syndication  and  related  transactional   activities  towards
recurring revenues derived from the Company's  property  investments and service
businesses.  As a result of this shift,  the components of revenues and expenses
have changed and the Company's  expenses reflect certain costs to implement this
redirection.

The Company's  operating loss for the three and nine months ended  September 30,
1995 was ($4,302,000) and ($2,521,000),  respectively. This represents a decline
in operations of $3,785,000 and  $4,435,000  over the  corresponding  periods in
1994. The decrease between  corresponding  periods,  as explained in more detail
below, is principally the result of 1995  nonrecurring  organizational  costs of
$4,903,000, offset by increased revenues generated from property investments and
reduced  management,  general and administrative  costs. The Company's total net
loss increased  slightly from  ($3,535,000)  and  ($2,313,000) for the three and
nine  months  ended  September  30,  1994  to  ($4,390,000)  and   ($3,562,000),
respectively  for the same period in 1995,  caused by the effect of the minority
interest, discussed below, and the 1994 credit for income taxes.

The largest  component in the  Company's  revenues for the three and nine months
ended  September  30, 1994 and 1995 is rental  revenue.  Rental  revenue for the
three and nine months ended September 30, 1995 was $12,208,000 and  $34,956,000,
respectively,  representing an increase of $1,229,000 (11%) and $3,994,000 (13%)
over the same periods in 1994. This increase is the result of the acquisition of
five apartment  properties  containing 953 apartment units during 1994 and 1995,
as well as improved  operations at  previously  acquired  apartment  properties.
Correspondingly,  rental  operating  expenses  increased  for the three and nine
months  ended   September  30,  1995  by  $198,000  (3%)  and  $1,485,00   (9%),
respectively,  yielding operating income from these properties,  before interest
expense and depreciation and  amortization,  for the three and nine months ended
September 30, 1995 of $6,131,00 and  $17,802,000,  respectively,  representing a
respective 20% and 16% increase over the same periods in 1994.  Interest expense
relating to these WFA owned properties was $11,075,000 for the nine months ended
September 30, 1995. This reflects an increase of $1,940,000 over the nine months
ended in 1994,  principally  attributable to the acquisitions discussed above. A
portion of the debt secured by certain WFA owned  properties  was  refinanced in
July 1995, as discussed further in the Financial Condition section below.

The Company's service businesses are comprised of property and asset management,
tenant services, leasing, and property acquisition. Management fees, the largest
component  of the service  business  revenue,  decreased  by  $177,000  (5%) and
$690,000  (7%)  for  the  three  and  nine  months  ended  September  30,  1995,
respectively,  over the same period in 1994.  In July 1994 the  Company,  in its
effort to focus the service  businesses on apartment and commercial  properties,
sold its hotel  management  division,  Winthrop  Hotels and  Resorts.  This sale
resulted in a reduction of  management  fees of  $1,188,000  for the nine months
ended  September 30, 1995 compared to the nine months ended  September 30, 1994.
Accordingly,   as  discussed  below,  this  transaction  resulted  in  decreased
management, general and administrative expenses. The reduction in management fee
revenue from the sale was offset by an additional  property  management contract
for  an  apartment  property  containing  2,899  apartment  units  and  improved
operations at existing properties under management.



<PAGE>




RESULTS OF OPERATIONS (CONTINUED)

Tenant  service  revenue for the three and nine months ended  September 30, 1995
was  $1,223,000  and  $3,179,000,  respectively,  representing  an  increase  of
$237,000  (24%) and $157,000 (5%) for the  corresponding  periods in 1994.  This
increase reflects security contract fee increases on existing  contracts and, at
one property under contract,  additional security coverage during  construction.
The Company  recognized  reductions in tenant service  expense for the three and
nine months ended  September  30, 1995 of $249,000  (23%) and $144,000 (5%) over
the same periods in 1994 as a result of management's efforts to control costs.

During the third quarter of 1994 the Company recognized  approximately  $100,000
of  nonrecurring  leasing  commissions  in  connection  with one property  under
contract. Consequently,  leasing commissions for the three and nine months ended
September 30, 1995 are decreased by $202,000 and $58,000, respectively.

Property acquisition and related fee income represents transactional fees earned
through  structuring  net lease  arrangements.  During the third quarter of 1995
there were no such fees earned.

Other  income  for  the  nine  months  ended   September   30,  1995   decreased
significantly  (65%) from the nine months  ended  September  30,  1994.  This is
entirely   attributable  to  nonrecurring   recoveries  recognized  in  1994  of
approximately  $1,200,00 in connection with previously reserved  receivables and
$400,000 of nonrecurring cash distributions from investment programs.

Interest income for the three and nine months ended September 30, 1995 increased
by $156,000 (19%) and $600,000 (29%), respectively.  This is mainly attributable
to the  increase in  investment  earnings  rates and the effects of  compounding
interest accrued on certain loans receivable.

As noted  above,  the  Company  has  incurred  certain  management,  general and
administrative  costs in connection  with the  restructuring  and  refocusing of
WFA's business.  The most  significant of these costs were incurred during 1994,
primarily relating to severance costs and consulting fees.  Additionally,  costs
related to the  management  of hotels have been  eliminated  since the July 1994
sale.  Accordingly,  for the three and nine months  ended  September  30,  1995,
management,  general and administrative costs have declined by $398,000 (8%) and
$1,647,000 (11%) respectively.

Nonrecurring  organizational  costs of  $4,903,000  recognized  during the third
quarter  of 1995  reflect  amounts  incurred  in  connection  with the change in
control  reported in the July 18, 1995 Form 8-K. This  transaction  is described
further in the Financial  Condition section below.  Nonrecurring  organizational
costs of  $5,905,000  recognized  during the same period in 1994 are ascribed to
the  Company's  decision to postpone the  formation of a real estate  investment
trust.

Cash  flow  used in  operations  was  ($13,981,000)  for the nine  months  ended
September 30, 1995. The  $21,864,000  decline from the  corresponding  period in
1994 is due principally to: (i) the $17,000,000  payment of an agreed upon legal
settlement,  discussed  below;  (ii) $4,903,000 of  nonrecurring  organizational
costs paid in the third  quarter of 1995;  (iii) the  payment of bonuses  during
1995 of approximately  $840,000; and (iv) the payment of severance costs in 1995
of $500,000.  These payments are partially offset by the improved  operations of
the Company.





<PAGE>




RESULTS OF OPERATIONS (CONTINUED)

Cash used in investment  activities for the nine months ended September 30, 1995
of  $5,773,000  was  primarily  for  capital   improvements  to  the  WFA  owned
properties.



FINANCIAL CONDITION

As of  September  30, 1995 the  Company's  current  assets  exceeded its current
liabilities by $7,865,000. During the third quarter of 1995, through a series of
transactions   described   below,   the  Company   refinanced   $45,500,000   of
indebtedness, of which $42,100,000 was previously classified as current.

In July 1995 the  Company  entered  into a  financing  arrangement,  whereby the
Company borrowed approximately $42,000,000.  This loan accrues interest at LIBOR
+ 3%, with an overall  interest  rate cap of 10.19%,  and  matures in 1998.  The
proceeds  of this  loan were used to:  (i) fund the  costs  associated  with the
transactions  related to the change in  ownership  described  below;  (ii) repay
approximately  $9,400,000 of mortgage indebtedness due August 15, 1995 which was
secured by a WFA owned apartment property;  (iii) repay approximately $3,400,000
of mortgage  indebtedness  due October 31, 1996 which was also  secured by a WFA
owned   property;   and  (iv)  repay   approximately   $15,000,000  of  mortgage
indebtedness  secured by certain WFA owned  properties  and was  classified as a
current liability due to a breach of certain financial covenants provided for in
the loan documents.

In July 1995 the Company  contributed  certain assets and liabilities to a newly
formed  partnership   controlled  by  the  Company.  The  related  party  lender
contributed  a  $17,700,000  note  payable to this newly formed  partnership  in
exchange for  preferred  equity which  provides the related  party  partner with
certain preferences of cash flow from the newly formed partnership. The proceeds
of the note  payable  contributed  were used to fund the June 1995 payment of an
agreed upon settlement and the associated legal fees incurred relating to a suit
brought  against WFA and First  Winthrop  (see WFA 1994 Form 10-K filed with the
SEC on May 15,  1995).  The related  party  partner's  equity is  classified  as
minority interest on the accompanying Consolidated Balance Sheet as of September
30, 1995.

As  further  described  in the  Company's  July  18,  1995  Form 8-K  filing,  a
transaction  was  consummated  which  resulted  in a change  of  control  of the
Company.  Londonderry  Acquisition II Limited  Partnership,  a Delaware  limited
partnership and an affiliate of Apollo Real Estate  Advisors,  L.P.  ("Apollo"),
acquired control of the Company from Nomura Asset Capital Corporation. Apollo or
an affiliate may acquire additional Preferred Units. Any such acquisition may be
made through  private  purchases,  merger or  consolidation  of WFA, one or more
future tender or exchange offers or by any other means deemed advisable

In  addition,  the Company,  affiliates  of Apollo and certain  executives  (the
"Management  Group") executed an agreement  whereby the Management Group sold to
the Company  their  respective  equity  interests  in the entity which owned the
general partnership  interest of the Company, and the Chairman and Vice Chairman
resigned.

Payments related to the settlement of certain employment  agreements,  legal and
consulting fees incurred in connection with the aforementioned transaction,  the
release of certain liabilities,  and bonuses to certain members of management to
continue in their  employment  with the Company have been recorded in the period
ended September 30, 1995, on the


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FINANCIAL CONDITION (CONTINUED)

accompanying  Consolidated Statement of Operations for the three and nine months
ended September 30, 1995, as nonrecurring organizational costs which amounted to
$4,903,000.  The  acquisition  of the Management  Group's equity  interests were
recorded  on the  accompanying  Consolidated  Balance  Sheet as a  reduction  in
equity, classified as Investment in W.L. Realty Limited Partnership.

As a  result  of  the  above  transactions,  the  Company's  assets  are  highly
leveraged.  Consequently, a more significant portion of cash flow will be needed
to meet debt service  requirements.  Management  anticipates that cash flow from
operations will be sufficient to fund these requirements and increased cash flow
from operations will be provided through:  (i) improved  property  operations at
WFA owned  properties;  (ii) improved  operations at properties  currently under
management  contract;  (iii)  reduced  management,  general  and  administrative
expenses; and (iv) the elimination of nonrecurring organizational costs.

PART II - OTHER INFORMATION


All items are inapplicable.

SIGNATURE

Pursuant  to the  requirements  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 FINANCIAL ASSOCIATES,
            A LIMITED PARTNERSHIP
           (Registrant)


     By:    /s/Richard J. McCready
               Richard J. McCready
               Chief Operating Officer


      By:    /s/Anthony R. Page
                Anthony R. Page
                Chief Financial Officer




DATED:  November 14, 1995



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