SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                 For the fiscal year ended December 31, 2003

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

             For the transition period from _________to _________

                         Commission file number 2-84760

               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
                (Name of small business issuer in its charter)

        Massachusetts                                          04-2839837
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the best of the  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]

State issuer's revenues for its most recent fiscal year.  $6,030,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2003. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>





The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

 Winthrop  Growth  Investors  1  Limited   Partnership  (the   "Partnership"  or
"Registrant")  was organized  under the Uniform  Limited  Partnership Act of the
Commonwealth  of  Massachusetts  on June 20,  1983  for the  purpose  of  owning
income-producing residential,  commercial and industrial properties. The general
partners of the Partnership are Two Winthrop  Properties,  Inc., a Massachusetts
corporation (the "Managing General Partner"), and Linnaeus-Lexington  Associates
Limited  Partnership.  The Managing  General  Partner is  wholly-owned  by First
Winthrop Corporation, a Delaware corporation ("First Winthrop"), the controlling
entities of which are an affiliate of Winthrop Financial  Associates,  A Limited
Partnership  ("WFA"), and Apartment Investment and Management Company ("AIMCO"),
a publicly  traded real estate  investment  trust.  Pursuant to the  Partnership
Agreement,  the term of the  Partnership was scheduled to expire on December 31,
2003. In this regard,  in October 2003 the Partnership sent the limited partners
a preliminary  consent statement seeking their consent to extend the term of the
Partnership  to December 31, 2021.  The consent of a majority in interest of the
limited partners was required to extend the term of the Partnership. On December
5, 2003, the  Partnership  filed an amendment to extend the term to December 31,
2021.

The Partnership was initially capitalized with contributions of $1,000 from each
of the  general  partners  and $5,000  from the  Initial  Limited  Partner.  The
Partnership,  through its public  offering of limited  partner  units ("Unit" or
"Units"),  sold 23,144 Units aggregating  $23,144,000.  An additional five Units
were  held by WFC  Realty  Co.,  Inc.,  a  subsidiary  of First  Winthrop  ("WFC
Realty").  These five units were subsequently purchased by an affiliate of First
Winthrop.

The  Partnership is engaged in the business of operating and holding real estate
properties for investment. The Partnership invested approximately $18,177,000 of
the  original  offering  proceeds  (net  of  sales  commissions  and  sales  and
organizational  costs,  but  including  acquisition  fees and  expenses) in four
apartment  complexes.  Two of the  properties  were  acquired  in joint  venture
arrangements,  one in a partnership arrangement and one directly.  Subsequent to
the  acquisition,  the joint  venture  arrangements  were  converted  to limited
partnerships. During 2000, the Partnership sold one of its investment properties
and during 2002, the Partnership sold another of its investment properties.  For
additional information with respect to the Partnership's properties and the sale
of the property in November 2002 see "Item 2. Description of Properties".

The  Partnership  does not have any  employees.  Management  and  administrative
services are provided by the Managing  General Partner and by agents retained by
the Managing General  Partner.  An affiliate of the Managing General Partner has
been providing such property management services.


<PAGE>



Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner in such market area,  could have a material  effect on the rental market
for the  apartments at the  Partnership's  properties  and the rents that may be
charged for such apartments. While AIMCO and its affiliates own and/or control a
significant number of apartment units in the United States, such units represent
an  insignificant  percentage of total  apartment units in the United States and
competition for apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Managing   General  Partner   believes  that  the
Partnership's   properties  are   substantially   in  compliance   with  present
requirements,  the Partnership may incur  unanticipated  expenses to comply with
the ADA and the FHAA.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental testing has been performed,  which resulted in no material adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Properties:

The following table sets forth the Partnership's investment properties:

<TABLE>
<CAPTION>

                                      Date of           Type of
             Property                Purchase      Type of Ownership          Use

<S>                                    <C>
Ashton Ridge Apartments                12/84     Fee ownership subject     Apartment
   Jacksonville, Florida                        to a first mortgage (1)    356 units

Stratford Place Apartments             12/85     Fee ownership subject     Apartment
   Gaithersburg, Maryland                       to a first mortgage (2)    350 units
</TABLE>

(1)   Property is held by a Limited  Partnership in which the Partnership owns a
      99.9% interest.

(2)   Property is held by a Limited  Partnership in which the Partnership owns a
      99.98% interest.

On November 27, 2002,  Stratford Village  Apartments was sold to an unaffiliated
third party for  approximately  $9,514,000.  After  closing  costs and  expenses
related  to  the  sale,  the  net  proceeds  received  by the  Partnership  were
approximately  $9,214,000.  The  Partnership  realized  a gain  on the  sale  of
investment  property of  approximately  $5,492,000  during the fourth quarter of
2002. The Partnership also recognized a loss on the early extinguishment of debt
of  approximately  $300,000  as a result of the write off of  unamortized  costs
which is included in income (loss) from discontinued operations.

During the year ended December 31, 2003, the Partnership  recognized  additional
gain on the sale of  approximately  $78,000 due to a reduction in the  estimated
costs  related to the sale.  Additionally,  during the year ended  December  31,
2003,  the  Partnership  received  approximately  $120,000  that was held by the
trustee for the bonds  underlying  the mortgage  encumbering  Stratford  Village
Apartments.  When  the  property's  mortgage  was paid  off at  closing  and the
underlying  bonds  were  repaid,  these  remaining  funds were  released  to the
Partnership and are included in income (loss) from discontinued operations.

Schedule of Properties:

Set forth below for each of the  Partnership's  properties is the gross carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.

<TABLE>
<CAPTION>

                           Gross
                          Carrying    Accumulated                           Federal
Property                   Value     Depreciation     Rate      Method     Tax Basis
                              (in thousands)                             (in thousands)
<S>                       <C>           <C>         <C>                     <C>
Ashton Ridge              $14,270       $ 9,383     5-30 yrs     S/L        $ 3,642
Stratford Place            16,601        10,508     5-40 yrs     S/L          4,230

   Totals                 $30,871       $19,891                             $ 7,872
</TABLE>

 See  "Item  7.  Financial  Statements  -  Note  A"  for a  description  of  the
 Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness:

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Partnership's properties:

<TABLE>
<CAPTION>

                              Principal                                     Principal
                             Balance At     Stated                           Balance
                            December 31,   Interest    Period   Maturity     Due At
         Property               2003         Rate    Amortized    Date     Maturity (1)
                          (in thousands)                                 (in thousands)
Ashton Ridge Apartments
<S> <C>                        <C>          <C>       <C>       <C>   <C>     <C>
    1st Mortgage               $ 5,634      7.31%     240 mos.  01/01/21      $ --
Stratford Place
  Apartments
    1st Mortgage                 8,325      8.23%     120 mos.  07/01/06       7,739
          Totals               $13,959                                       $ 7,739
</TABLE>

(1)   See "Item 7. Financial  Statements - Note D" for information  with respect
      to the Partnership's ability to prepay these loans and other specific loan
      terms.

Schedule of Rental Rates and Occupancy:

Average annual rental rates and occupancy for 2003 and 2002 for each property:

                                        Average Annual                Average
                                         Rental Rates                Occupancy
                                          (per unit)
Property                               2003         2002         2003       2002
Ashton Ridge Apartments              $ 7,384       $ 7,080        96%       96%
Stratford Place Apartments             9,640         9,701        94%       96%

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition  from other  properties in the area.  The Managing  General  Partner
believes that all of the properties are adequately insured.  Each property is an
apartment complex which leases its units for lease terms of one year or less. No
tenant leases 10% or more of the available  rental space.  All of the properties
are in good physical condition, subject to normal depreciation and deterioration
as is typical for assets of this type and age.

Schedule of Real Estate Taxes and Rates:

Real estate taxes and rates in 2003 for each property are as follows:

                                         2003          2003
                                         Taxes         Rate
                                    (in thousands)
Ashton Ridge Apartments                  $ 222         1.94%
Stratford Place Apartments                 210         1.26%

Capital Improvements:

Ashton Ridge Apartments

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$226,000 for capital  improvements  consisting  primarily of floor  covering and
appliance replacements,  structural improvements, and air conditioning upgrades.
These improvements were funded from operating cash flow and insurance  proceeds.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property for the  upcoming  year and expects to budget  approximately  $196,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Stratford Place Apartments

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$254,000  for  capital  improvements  consisting  primarily  of  floor  covering
replacements, structural upgrades, water heater and other appliance replacements
and exterior  painting.  These improvements were funded from operating cash flow
and replacement  reserves.  The Partnership is currently  evaluating the capital
improvement  needs of the property  for the upcoming  year and expects to budget
approximately  $193,000.  Additional  improvements  may be  considered  and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Item 3.     Legal Proceedings

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership,  whether legal or settlement costs,  associated with this case will
be material to the Partnership's overall operations.

Item 4.     Submission of Matters to a Vote of Partners

On October 22, 2003, the Registrant  began soliciting the consent of its limited
partners to an amendment (the "Amendment") to the Amended and Restated Agreement
of Limited  Partnership  of the  Registrant to extend the term of the Registrant
from December 31, 2003 to December 31, 2021. The consent of limited partners who
own more than 50% of all outstanding limited partnership units in the Registrant
("units") was required to approve the Amendment.

At midnight,  New York City time, on November 11, 2003, the consent solicitation
expired  pursuant  to its terms.  Limited  partners  owning more than 50% of all
outstanding  limited  partnership  units  in  the  Registrant  consented  to the
Amendment.

On  November  20,  2003,  the general  partner of the  Registrant  executed  the
Amendment as the general partner and on behalf of the limited partners,  and has
made  the  requisite  filings  with the  Secretary  of the  Commonwealth  of the
Commonwealth of Massachusetts.


<PAGE>


                                     PART II

Item 5.     Market for the Partnership's Equity and Related Partner Matters

The Partnership,  a publicly-held  limited  partnership,  originally sold 23,149
Limited  Partnership  Units  (the  "Units").   As  of  December  31,  2003,  the
Partnership  had 636  holders of record  owning an  aggregate  of 23,139  Units.
Affiliates of the Managing General Partner owned  approximately  10,969.25 Units
or  approximately  47.41% at December  31,  2003.  There is no intention to sell
additional  Units nor is there an  established  public  trading market for these
Units.

The  following  table  sets  forth the  distributions  declared  and paid by the
Partnership  for the  years  ended  December  31,  2003 and 2002  (see  "Item 6.
Management's Discussion and Analysis or Plan of Operation" for further details):

                                                Distributions
                                                             Per Limited
                                        Aggregate        Partnership Unit
       01/01/02 - 12/31/02            $5,102,000 (1)         $216.99
       01/01/03 - 12/31/03            $1,830,000 (2)         $ 73.94

(1)   Distributions  consisted of approximately  $3,730,000 of proceeds from the
      sale of Stratford  Village  Apartments in November 2002 and  approximately
      $1,372,000 from  operations.  Approximately  $5,021,000 was distributed to
      limited  partners  and the  balance  to the  Managing  General  Partner in
      accordance with the terms of the Partnership Agreement.

(2)   Distributions  consisted of approximately  $639,000 of remaining  proceeds
      from  the  sale of  Stratford  Village  Apartments  in  November  2002 and
      $1,191,000 from  operations.  Approximately  $1,711,000 was distributed to
      limited  partners  and the  balance  to the  Managing  General  Partner in
      accordance with the terms of the Partnership Agreement.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves  and the  timing of debt
maturities,  refinancings  and/or  property  sales.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient funds from operations,
after required capital expenditures, to permit any distributions to its partners
in the year 2004 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 10,969.25 limited partnership units
(the "Units") in the Partnership representing 47.41% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties,  L.P., the operating partnership of AIMCO
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety of matters  that would  include,  but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General  Partner.  As a result of its ownership of 47.41%
of the  outstanding  units,  AIMCO  and  its  affiliates  are in a  position  to
influence all voting  decisions  with respect to the  Partnership.  Although the
Managing  General Partner owes fiduciary  duties to the limited  partners of the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General Partner to AIMCO, as
its sole stockholder.

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2003  was
approximately  $632,000  compared to net income of approximately  $5,912,000 for
the year ended December 31, 2002. The decrease in net income is primarily due to
the gain realized on the sale of Stratford Village Apartments in 2002, partially
offset by a loss on early  extinguishment  of debt in 2002 also  related  to the
sale.

On November 27, 2002,  Stratford Village  Apartments was sold to an unaffiliated
third party for  approximately  $9,514,000.  After  closing  costs and  expenses
related  to  the  sale,  the  net  proceeds  received  by the  Partnership  were
approximately  $9,214,000.  The  Partnership  realized  a gain  on the  sale  of
investment  property of  approximately  $5,492,000  during the fourth quarter of
2002.  During the year ended  December  31,  2003,  the  Partnership  recognized
additional gain on the sale of  approximately  $78,000 due to a reduction in the
estimated  costs  related  to the  sale.  Additionally,  during  the year  ended
December 31, 2003, the Partnership received approximately $120,000 that was held
by the trustee  for the bonds  underlying  the  mortgage  encumbering  Stratford
Village Apartments. When the property's mortgage was paid off at closing and the
underlying  bonds  were  repaid,  these  remaining  funds were  released  to the
Partnership and are included in income from discontinued operations.

The Partnership  recognized income from continuing operations for the year ended
December 31, 2003 of approximately  $434,000  compared to income from continuing
operations of  approximately  $807,000 for the year ended December 31, 2002. The
decrease  in income  from  continuing  operations  is due to a decrease in total
revenues and an increase in total  expenses.  Total  expenses  increased  due to
increases in operating,  depreciation and property tax expenses partially offset
by decreases in general and  administrative  and  interest  expenses.  Operating
expenses  increased  primarily  due to  increases in  maintenance,  property and
administrative  expenses.  Maintenance  expenses  increased  primarily due to an
increase in  contract  services at both the  Partnership's  properties  and snow
removal  costs  at  Stratford  Place  Apartments.  Property  expenses  increased
primarily  due to an increase in utility  expenses at both of the  Partnership's
investment  properties.  Administrative  expenses increased  primarily due to an
increase  in common area  cleaning at  Stratford  Place  Apartments  offset by a
decrease in business  license fees at Stratford Place  Apartments.  Depreciation
expense increased due to property improvements and replacements completed during
the past twelve months  primarily at Stratford  Place  Apartments.  Property tax
expense increased due to increased  assessed values at both of the Partnership's
properties.  Interest expense  decreased due to principal  payments made against
the mortgage loans at the Partnership's investment properties.

General and  administrative  expenses decreased due to decreases in the costs of
the services  included in the management  reimbursements to the Managing General
Partner as allowed under the Partnership Agreement and reduced professional fees
associated  with  managing  the  Partnership.   Also  included  in  general  and
administrative  expenses  are costs  associated  with the  quarterly  and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

The decrease in total  revenues is due to decreases in casualty  gain and rental
income partially  offset by an increase in other income.  The decrease in rental
income is due to a decrease in average  rental rates and  occupancy at Stratford
Place  Apartments  and  an  increase  in  bad  debt  expenses  at  both  of  the
Partnership's  investment  properties partially offset by an increase in average
rental rates at Ashton Ridge Apartments. Other income increased primarily due to
an increase in lease  cancellation fees at Stratford Place Apartments  partially
offset by a decrease  in  utility  reimbursements  at both of the  Partnership's
investment properties.

During the year ended  December  31,  2002,  a  casualty  gain of  approximately
$63,000 was recorded at Ashton Ridge  Apartments  related to a fire that damaged
eight  apartment  units in April 2002. The gain was the result of the receipt of
insurance proceeds of approximately $89,000 net of the write off of fixed assets
of  approximately  $26,000.  The total cost to  restore  the  damaged  units was
approximately  $149,000.  During the year ended December 31, 2003,  there was an
additional gain related to this casualty of  approximately  $44,000  recorded at
Ashton  Ridge  Apartments  as a result of the  receipt of  additional  insurance
proceeds of approximately $44,000.

During the year ended  December 31, 2002, a net casualty  gain of  approximately
$12,000 was recorded at Ashton Ridge  Apartments.  The casualty  gain related to
wind  damage in  September  2001.  This gain was the  result of the  receipt  of
insurance proceeds of approximately  $37,000,  net of the write off of net fixed
assets of approximately $25,000.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses. As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall  occupancy level.  However,  the
Managing  General Partner may use rental  concessions  and rental  reductions to
offset softening market conditions,  accordingly, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $885,000  compared to  approximately  $1,504,000  at December 31,
2002. The decrease in cash and cash  equivalents of  approximately  $619,000 for
the year ended December 31, 2003 is due to approximately $365,000 and $2,193,000
of cash used in investing  and  financing  activities,  respectively,  partially
offset by  approximately  $1,939,000 of cash  provided by operating  activities.
Cash  used in  investing  activities  consisted  of  property  improvements  and
replacements  and net deposits to restricted  escrow accounts  maintained by the
mortgage holder of Stratford Place Apartments partially offset by the receipt of
insurance proceeds and proceeds from the sale of investment property.  Cash used
in  financing  activities  consisted of  distributions  paid to the partners and
principal   payments  made  on  the  mortgages   encumbering  the  Partnership's
investment  properties.  The Partnership invests its working capital reserves in
interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Managing General Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming  year and  expects  to  budget  approximately  $389,000  for all of the
Partnership's investment properties. The additional capital expenditures will be
incurred only if cash is available from operations and replacement  reserves. To
the  extent  that  such  budgeted  capital   improvements  are  completed,   the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

 The  Partnership's  assets are thought to be sufficient for any near-term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$13,959,000  is  amortized  over  varying  periods.  The  mortgage  indebtedness
encumbering  Ashton Ridge Apartments of approximately  $5,634,000 has a maturity
date of January 2021 at which time the loan is scheduled to be fully  amortized.
The  mortgage   indebtedness   encumbering   Stratford   Place   Apartments   of
approximately  $8,325,000 requires a balloon payment of approximately $7,739,000
in July 2006.  The Managing  General  Partner  will  attempt to  refinance  such
indebtedness  and/or sell Stratford Place Apartments prior to its maturity date.
If the  property  cannot be  refinanced  or sold for a  sufficient  amount,  the
Partnership will risk losing such property through foreclosure.

 Pursuant  to  the  Partnership  Agreement,  the  term  of the  Partnership  was
scheduled to expire on December 31,  2003.  In this regard,  in October 2003 the
Partnership sent the limited partners a preliminary  consent  statement  seeking
their consent to extend the term of the  Partnership  to December 31, 2021.  The
consent of a majority in interest of the limited partners was required to extend
the term of the  Partnership.  As of November 2003 the  Partnership had received
the  consent of a majority  of the  limited  partners  to extend the term of the
Partnership to December 31, 2021.

The Partnership distributed the following amounts during the year ended December
31, 2003 and 2002 (in thousands except per unit data):

<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2003             Unit             2002             Unit
<S>                    <C>              <C>              <C>              <C>
Operations             $1,191           $ 46.33          $1,372           $ 55.79

Sale (1)                  639             27.61           3,730            161.20
                       $1,830           $ 73.94          $5,102           $216.99
</TABLE>

(1) From the sale proceeds of Stratford Village Apartments in November 2002.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves  and the  timing of debt
maturities,  refinancings  and/or  property  sales.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital expenditures, to permit any distributions to its partners
in the year 2004 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 10,969.25 limited partnership units
(the "Units") in the Partnership representing 47.41% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties,  L.P., the operating partnership of AIMCO
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety of matters  that would  include,  but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General  Partner.  As a result of its ownership of 47.41%
of the  outstanding  units,  AIMCO  and  its  affiliates  are in a  position  to
influence all voting  decisions  with respect to the  Partnership.  Although the
Managing  General Partner owes fiduciary  duties to the limited  partners of the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General Partner to AIMCO, as
its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the  consolidated  financial  statements in "Item 8.  Financial  Statements  and
Supplementary   Data".   The  General  Partner   believes  that  the  consistent
application of these policies  enables the Partnership to provide readers of the
financial   statements   with  useful  and   reliable   information   about  the
Partnership's  operating  results and financial  condition.  The  preparation of
consolidated  financial  statements in  conformity  with  accounting  principles
generally  accepted  in the  United  States  requires  the  Partnership  to make
estimates and assumptions.  These estimates and assumptions  affect the reported
amounts of assets and  liabilities  at the date of the  financial  statements as
well as reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from these  estimates.  Judgments and assessments of
uncertainties are required in applying the Partnership's  accounting policies in
many  areas.  The  Partnership  believes  that  of  its  significant  accounting
policies, the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any  adverse  changes  in  these  factors  could  cause  an  impairment  in  the
Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.


<PAGE>


Item 7.     Financial Statements


WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2003

      Consolidated Statements of Operations - Years ended December 31, 2003
      and 2002

      Consolidated Statements of Changes in Partners' Deficit - Years ended
      December 31, 2003 and 2002

      Consolidated Statements of Cash Flows - Years ended December 31, 2003
                                    and 2002

      Notes to Consolidated Financial Statements

<PAGE>


              Report of Ernst & Young LLP, Independent Auditors



To the Partners of
Winthrop Growth Investors 1 Limited Partnership:


We have audited the accompanying  consolidated  balance sheet of Winthrop Growth
Investors  1 Limited  Partnership  as of  December  31,  2003,  and the  related
consolidated  statements of operations,  changes in partners' deficit,  and cash
flows for the two years in the period ended December 31, 2003.  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. 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 the  Partnership's  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 consolidated  financial position of Winthrop Growth
Investors 1 Limited  Partnership  at December  31,  2003,  and the  consolidated
results  of its  operations  and its cash flows for each of the two years in the
period  ended  December  31,  2003  in  conformity  with  accounting  principles
generally accepted in the United States.



                                                          /s/Ernst & Young LLP



Greenville, South Carolina
February 27, 2004


<PAGE>



               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003

<TABLE>
<CAPTION>


Assets
<S>                                                                           <C>
    Cash and cash equivalents                                                 $ 885
    Receivables and deposits                                                     402
    Restricted escrows                                                           147
    Other assets                                                                 479
    Investment properties (Notes D and G)
      Land                                                      $ 2,058
      Buildings and related personal property                    28,813
                                                                 30,871
      Less accumulated depreciation                             (19,891)      10,980

                                                                             $12,893
Liabilities and Partners' Deficit

Liabilities
   Accounts payable                                                           $ 102
   Tenant security deposit liabilities                                           182
   Other liabilities                                                             138
   Mortgage notes payable (Note D)                                            13,959

Partners' Deficit
   General partners                                             $ (107)
   Limited partners (23,139 units
      issued and outstanding)                                    (1,381)      (1,488)

                                                                             $12,893

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2003         2002
Revenues:
<S>                                                             <C>          <C>
   Rental income                                                $ 5,456      $ 5,511
   Other income                                                     530          494
   Casualty gain (Note E)                                            44           75
         Total revenues                                           6,030        6,080

Expenses:
   Operating                                                      2,357        2,074
   General and administrative                                       202          247
   Depreciation                                                   1,469        1,450
   Interest                                                       1,136        1,165
   Property taxes                                                   432          337
         Total expenses                                           5,596        5,273

Income from continuing operations                                   434          807
Income (loss) from discontinued operations (Note C)                 120         (387)
Gain on sale of discontinued operations (Note C)                     78        5,492
         Net income                                              $ 632       $ 5,912

Net income allocated to general partners                          $ 63       $ 1,005
Net income allocated to limited partners                            569        4,907

         Net income (Note F)                                     $ 632       $ 5,912

Per Limited Partnership Unit:
   Income from continuing operations                            $ 16.89      $ 31.39
   Income (loss) from discontinued operations                      4.66       (15.05)
   Gain on sale of discontinued operations                         3.03       195.73

Net income per limited partnership unit                         $ 24.58      $212.07

Distributions per limited partnership unit                      $ 73.94      $216.99

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

           CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                        (in thousands, except unit data)


<TABLE>
<CAPTION>


                                       Limited
                                     Partnership   General     Limited
                                        Units     Partners    Partners      Total

<S>                                     <C>          <C>       <C>         <C>
Original capital contributions          23,149       $ 2       $23,149     $23,151

Partners' deficit at
   December 31, 2001                    23,139      $ (975)    $ (125)     $(1,100)

Net income for the year
   ended December 31, 2002                  --       1,005       4,907       5,912

Distributions to partners                   --         (81)     (5,021)     (5,102)

Partners' deficit at
   December 31, 2002                    23,139         (51)       (239)       (290)

Net income for the year
   ended December 31, 2003                  --          63         569         632

Distributions to partners                   --        (119)     (1,711)     (1,830)

Partners' deficit at
   December 31, 2003                    23,139      $ (107)    $(1,381)    $(1,488)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                         Years Ended December 31,
                                                             2003         2002
Cash flows from operating activities:
<S>                                                         <C>          <C>
   Net income                                               $ 632        $ 5,912
   Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation                                           1,469         1,854
      Amortization of loan costs and deferred costs             17             9
      Bad debt expense, net                                    201           171
      Casualty gain                                            (44)          (75)
      Gain on sale of discontinued operations                  (78)       (5,492)
      Loss on early extinguishment of debt
         of discontinued operations                             --           300
      Change in accounts:
        Receivables and deposits                              (113)         (241)
        Other assets                                           (23)           12
        Accounts payable                                       (47)          (61)
        Tenant security deposit liabilities                      5            15
        Accrued property taxes                                  --           (56)
        Other liabilities                                      (80)           42
          Net cash provided by operating activities          1,939         2,390

Cash flows from investing activities:
   Net proceeds from sale of investment property                78         9,214
   Property improvements and replacements                     (480)         (705)
   Insurance proceeds received                                  44           126
   Net (deposits to) withdrawals from restricted
     escrows                                                    (7)           68
          Net cash (used in) provided by investing
             activities                                       (365)        8,703

Cash flows from financing activities:
   Advances from affiliates                                     --             4
   Payments on advances from affiliates                         --            (4)
   Payments on mortgage notes payable                         (363)         (410)
   Repayment of mortgage notes payable                          --        (4,845)
   Distributions paid to partners                           (1,830)       (5,102)
          Net cash used in financing activities             (2,193)      (10,357)

Net (decrease) increase in cash and cash equivalents          (619)          736

Cash and cash equivalents at beginning of year               1,504           768

Cash and cash equivalents at end of year                    $ 885        $ 1,504

Supplemental disclosure of cash flow information:
   Cash paid for interest                                  $ 1,113       $ 1,521

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                  Notes to Consolidated Financial Statements

                                December 31, 2003


Note A - Organization and Significant Accounting Policies

 Organization  and Basis of  Presentation:  Winthrop Growth  Investors 1 Limited
Partnership (the  "Partnership" or "Registrant")  was organized on June 20, 1983
under the Uniform Limited  Partnership Act of the  Commonwealth of Massachusetts
for the purpose of investing in  income-producing  residential,  commercial  and
industrial real estate  properties.  The general partners of the Partnership are
Two  Winthrop  Properties,  Inc., a  Massachusetts  corporation  (the  "Managing
General Partner"),  and Linnaeus-Lexington  Associates Limited Partnership.  The
Managing  General  Partner is wholly-owned  by First Winthrop  Corporation,  the
controlling entities of which are an affiliate of Winthrop Financial Associates,
A  Limited   Partnership,   and  Apartment  Investment  and  Management  Company
("AIMCO"),  a publicly  traded real  estate  investment  trust.  Pursuant to the
Partnership  Agreement,  the term of the  Partnership was scheduled to expire on
December 31,  2003.  In this regard,  in October 2003 the  Partnership  sent the
limited partners a preliminary consent statement seeking their consent to extend
the term of the  Partnership  to December 31, 2021. The consent of a majority in
interest  of the  limited  partners  was  required  to  extend  the  term of the
Partnership.  As of November 2003 the  Partnership had received the consent of a
majority  of the  limited  partners  to extend  the term of the  Partnership  to
December  31,  2021.  The  Partnership,  via  its  controlling  interest  in two
partnerships,  is the owner of two  residential  apartment  complexes,  one each
located in Florida and Maryland at December 31, 2003.

Uses of Estimates:  The  preparation of financial  statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Principles of  Consolidation:  The  consolidated  statements of the  Partnership
include  its 99.9% and  99.98%  general  partnership  interests  in Meadow  Wood
Associates and Stratford Place Investors Limited Partnership,  respectively. All
significant interpartnership balances have been eliminated.

Allocation of Profits and Losses and Cash Distributions:  In accordance with the
Partnership Agreement,  profits and losses shall be allocated 10% to the general
partners and 90% to the limited partners. The limited partners are entitled to a
noncumulative  quarterly  priority  cash  distribution  of 1.5% of their average
Adjusted Capital  Contribution,  as defined, of cash available for distribution.
The  general  partners  would  then  be  entitled  to  one-ninth  of the  amount
distributed  to the  limited  partners,  with the balance  allocated  90% to the
limited partners and 10% to the general partners. Sales and refinancing proceeds
are to be distributed according to the provisions of the Partnership Agreement.

Net Income Per Limited Partnership Unit: Net income per limited partnership unit
is computed  by dividing  the net income  allocated  to the limited  partners by
23,139 units outstanding.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash  balances  include  approximately  $849,000 at
December 31, 2003 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in a cash concentration account.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees  for the  duration  of the  lease  and such  deposits  are  included  in
receivables  and  deposits.  The security  deposits are refunded when the tenant
vacates,  provided  the tenant has not  damaged  its space and is current on its
rental payments.

Investment  Properties:  Investment  properties,  which consist of two apartment
complexes,  are stated at cost.  Expenditures in excess of $250 that maintain an
existing asset which has a useful life of more than one year are  capitalized as
capital replacement  expenditures and depreciated over the estimated useful life
of the asset.  Expenditures  for ordinary  repairs,  maintenance  and  apartment
turnover costs are expensed as incurred.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" the Partnership
records  impairment  losses on long-lived  assets used in operations when events
and   circumstances   indicate  that  the  assets  might  be  impaired  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying  amounts of those assets.  No  adjustments  for impairment of value
were recorded in either of the years ended December 31, 2003 or 2002.

Loan Costs: Loan costs of approximately $303,000, less accumulated  amortization
of approximately  $210,000, are included in other assets and are being amortized
using the  straight-line  method  over the lives of the  respective  loans.  The
amortization of loan costs is included in interest expense. Amortization expense
is  expected  to be  approximately  $25,000 for each of the years 2004 and 2005,
$15,000 in 2006, and $5,000 for each of the years 2007 and 2008.

Deferred  Costs:   Costs  related  to  the  acquisition  of  the  properties  of
approximately $740,000, less accumulated amortization of approximately $526,000,
are included in other assets and are being amortized over 25 years.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the investment properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 18 years for additions  after March 15, 1984,  and before May
9, 1985,  and 19 years for  additions  after May 8, 1985 and  before  January 1,
1987. As a result of the Tax Reform Act of 1986,  for additions  after  December
31, 1986, the alternative  depreciation  system is used for  depreciation of (1)
real property over 40 years and (2) personal property additions over 5-20 years.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  Rental income  attributable  to leases is recognized  monthly as it is
earned.  The  Partnership  evaluates all accounts  receivable from residents and
establishes  an  allowance,  after the  application  of security  deposits,  for
accounts  greater than 30 days past due on current  tenants and all  receivables
due from former tenants.  The Partnership will offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes in the area. Any  concessions  given at the inception of the lease are
amortized over the life of the lease.

Restricted  Escrows: In relation to the mortgages at Stratford Place Apartments,
the mortgage  lenders have required a "replacement  reserve" for certain capital
improvements. At December 31, 2003, the balance was approximately $147,000.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Advertising:  Advertising costs of approximately  $70,000 in 2003 and $66,000 in
2002 are charged to expense as incurred and are included in operating expense.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying amounts of its financial  instruments  (except long-term debt)
approximate  their  fair  values  due  to  the  short  term  maturity  of  these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt  at the
Partnership's incremental borrowing rate is approximately $14,851,000.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from both of the Partnership's properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $296,000 and $392,000 during the years ended December 31, 2003 and
2002,  respectively,  which is included in operating  expenses and income (loss)
from discontinued operations.

An affiliate of the Managing General Partner earned reimbursement of accountable
administrative expenses amounting to approximately $145,000 and $203,000 for the
years  ended  December  31,  2003 and 2002,  respectively,  which is included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of  approximately  $17,000 and $37,000
for the years ended December 31, 2003 and 2002,  respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  certain
additions to investment properties.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner  advanced the Partnership  approximately  $4,000 during the year
ended  December 31,  2002.  This  advance was repaid  during 2002.  Interest was
charged at the prime rate plus 2% and  amounted to less than $1,000 for the year
ended  December  31,  2002.  There were no  advances  made during the year ended
December 31, 2003.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner.  During the year ended December 31, 2003 and 2002, the
Partnership  was charged by AIMCO and its affiliates  approximately  $69,000 and
$113,000,  respectively,  for insurance coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 10,969.25 limited partnership units
(the "Units") in the Partnership representing 47.41% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety of matters  that would  include,  but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General  Partner.  As a result of its ownership of 47.41%
of the  outstanding  units,  AIMCO  and  its  affiliates  are in a  position  to
influence all voting  decisions  with respect to the  Partnership.  Although the
Managing  General Partner owes fiduciary  duties to the limited  partners of the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General Partner to AIMCO, as
its sole stockholder.

Note C - Sale of Investment Property

On November 27, 2002,  Stratford Village  Apartments was sold to an unaffiliated
third party for  approximately  $9,514,000.  After  closing  costs and  expenses
related  to  the  sale,  the  net  proceeds  received  by the  Partnership  were
approximately  $9,214,000.  The  Partnership  realized  a gain  on the  sale  of
investment  property of  approximately  $5,492,000  during the fourth quarter of
2002. The Partnership also recognized a loss on the early extinguishment of debt
of  approximately  $300,000  as a result of the write  off of  unamortized  loan
costs,  which is included in income (loss) from  discontinued  operations in the
accompanying  consolidated statement of operations.  In accordance with SFAS No.
144, as a result of the sale, the accompanying consolidated financial statements
for the year ended December 31, 2002 reflect the operations of Stratford Village
Apartments as income from discontinued operations.

During  the  year  ended  December  31,  2003,  the  Partnership  recognized  an
additional gain on the sale of  approximately  $78,000 due to a reduction in the
estimated  costs  related  to the  sale.  Additionally,  during  the year  ended
December 31, 2003, the Partnership received approximately $120,000 that was held
by the trustee  for the bonds  underlying  the  mortgage  encumbering  Stratford
Village Apartments. When the property's mortgage was paid off at closing and the
underlying  bonds  were  repaid,  these  remaining  funds were  released  to the
Partnership and are included in income (loss) from discontinued operations.

Note D - Mortgage Notes Payable

The principal terms of the mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                      Principal      Monthly                              Principal
                      Balance At     Payment     Stated                    Balance
                     December 31,   Including   Interest    Maturity       Due At
Property                 2003       Interest      Rate        Date        Maturity
                          (in thousands)                               (in thousands)
Ashton Ridge
 Apartments
<S>                    <C>           <C>          <C>       <C>   <C>      <C>
  1st Mortgage         $ 5,634       $    48      7.31%     01/01/21       $    --
Stratford Place
 Apartments
  1st Mortgage           8,325            75      8.23%     07/01/06         7,739
                       $13,959       $   123                               $ 7,739
</TABLE>

The mortgage  notes  payable are  non-recourse  and are secured by pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment properties.  The mortgage indebtedness encumbering Stratford Place and
Ashton Ridge  Apartments  are subject to  prepayment  penalties if the loans are
paid prior to maturity. Further, the Partnership's investment properties may not
be sold subject to existing indebtedness.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2003, are as follows (in thousands):

       2004              $ 393
       2005                 424
       2006               8,065
       2007                 214
       2008                 231
    Thereafter            4,632
                        $13,959

Note E - Casualty Gain

During the year ended  December  31,  2002,  a  casualty  gain of  approximately
$63,000 was recorded at Ashton Ridge  Apartments  related to a fire that damaged
eight  apartment  units in April 2002. The gain was the result of the receipt of
insurance proceeds of approximately $89,000 net of the write off of fixed assets
of  approximately  $26,000.  The total cost to  restore  the  damaged  units was
approximately  $149,000.  During the year ended December 31, 2003,  there was an
additional gain related to this casualty of  approximately  $44,000  recorded at
Ashton  Ridge  Apartments  as a result of the  receipt of  additional  insurance
proceeds of approximately $44,000.

During the year ended  December 31, 2002, a net casualty  gain of  approximately
$12,000 was recorded at Ashton Ridge  Apartments.  The casualty  gain related to
wind  damage in  September  2001.  This gain was the  result of the  receipt  of
insurance proceeds of approximately  $37,000,  net of the write off of net fixed
assets of approximately $25,000.

Note F - Income Taxes

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

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                                       2003        2002
Net income as reported                               $   632     $ 5,912
Differences resulted from:
   Depreciation and amortization                         383         295
   Gain from property sale                              (104)        971
   Other                                                 (35)        183
Federal taxable income                               $   876     $ 7,361
Federal taxable income per limited partnership
 unit                                                $ 34.07     $276.44

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands):

Net liabilities as reported                         $(1,488)
Land and buildings                                      106
Accumulated depreciation                             (3,214)
Deferred expenses                                      (740)
Other                                                   723
Net liabilities - Federal tax basis                 $(4,613)

Note G - Real Estate and Accumulated Depreciation

                                                  Initial Cost
                                                 To Partnership
                                                 (in thousands)

<TABLE>
<CAPTION>

                                                        Buildings          Cost
                                                       And Related     Capitalized
                                                         Personal     Subsequent to
Description                  Encumbrances      Land      Property      Acquisition
                            (in thousands)                            (in thousands)
<S>                            <C>            <C>        <C>             <C>
Ashton Ridge Apartments        $ 5,634        $ 690      $ 8,988         $ 4,592
Stratford Place
  Apartments                     8,325         1,368      11,978           3,255
          Totals               $13,959       $ 2,058     $20,966         $ 7,847
</TABLE>


<TABLE>
<CAPTION>

                    Gross Amount At Which Carried
                        At December 31, 2003
                           (in thousands)

                              Buildings
                                 And
                              Personal             Accumulated     Date    Depreciable
Description           Land    Property    Total    Depreciation  Acquired   Life-Years
                                                  (in thousands)

Ashton Ridge
<S>                  <C>       <C>       <C>         <C>           <C>         <C>
  Apartments         $ 690     $13,580   $14,270     $ 9,383       12/84       5-30
Stratford Place
  Apartments          1,368     15,233    16,601      10,508       12/85       5-40
      Totals        $ 2,058    $28,813   $30,871     $19,891
</TABLE>

Reconciliation of real estate and accumulated depreciation:

                                            Years Ended December 31,
                                              2003             2002
                                                 (in thousands)
Real Estate
Balance at beginning of year               $30,391          $39,426
   Property improvements                       480              705
   Property dispositions                        --           (9,740)
Balance at end of year                     $30,871          $30,391

Accumulated Depreciation
Balance at beginning of year               $18,422          $22,764
   Additions charged to expense              1,469            1,854
   Property dispositions                        --           (6,196)
Balance at end of year                     $19,891          $18,422

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2003  and  2002 is  approximately  $30,977,000  and  $30,500,000,
respectively.  Accumulated  depreciation  for  Federal  income tax  purposes  at
December  31,  2003 and  2002,  is  approximately  $23,105,000  and  $22,019,000
respectively.

Note H - Legal Proceedings

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership,  whether legal or settlement costs,  associated with this case will
be material to the Partnership's overall operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.


<PAGE>




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

None.

Item 8A.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.



<PAGE>



                                    PART III


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

Winthrop  Growth  Investors  1  Limited   Partnership   (the   "Partnership"  or
"Registrant") has no officers or directors.  Two Winthrop Properties,  Inc. (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 December 31, 2003, the names of the directors and officers of the Managing
General Partner their ages and the nature of all positions held by each of them,
are as follows:

Martha L. Long                   44   Director, Vice President - Residential,
                                      and sole member of the Residential
                                      Committee
Thomas M. Herzog                 41   Vice President - Residential and Chief
                                      Accounting Officer
Michael L. Ashner                51   Chief Executive Officer and Director
Peter Braverman                  52   Executive Vice President and Director

Martha L. Long has been a Director  and Senior Vice  President of the Managing
General  Partner  since  February  2004.  Ms.  Long has been with AIMCO  since
October  1998 and has served in  various  capacities.  From 1998 to 2001,  Ms.
Long served as Senior Vice  President and Controller of AIMCO and the Managing
General  Partner.  During  2002 and 2003,  Ms.  Long  served  as  Senior  Vice
President of Continuous Improvement for AIMCO.

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the Managing General Partner in February 2004 and of AIMCO in January
2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000, including a two-year assignment in the real estate national office.

Michael L. Ashner has been the Chief  Executive  Officer of  Winthrop  Financial
Associates, A Limited Partnership "(WFA") and the Managing General Partner since
January  15, 1996 as well as the Chief  Executive  Officer of Newkirk MLP Corp.,
the manager of the general partner of the Newkirk Master Limited Partnership,  a
real estate company.  Mr. Ashner has served as Chief Executive  Officer of First
Union Real Estate Equity and Mortgage Investments, a publicly traded real estate
investment  trust ("First  Union"),  since December 31, 2003. Since August 2002,
Mr.  Ashner has also  served as the Chief  Executive  Officer  and a Director of
Shelbourne Properties I, II, and III, three separate publicly traded real estate
investment  trusts.  Since 1981,  Mr. Ashner has been Chairman of Exeter Capital
Corporation,  a firm that has organized  and  administered  real estate  limited
partnerships.  Since August 2001, Mr. Ashner has also served as Chief  Executive
Officer of  AP-Fairfield  GP,  LLC,  the  general  partner of  Fairfield  Inn by
Marriott  Limited  Partnership,  an entity that owns and  operates 50  Fairfield
Inns.  Mr.  Ashner  also  currently  serves on the  Boards of  Directors  of the
following  publicly traded companies:  Greate Bay Hotel and Casino Inc., a hotel
and casino  operator,  and NBTY Inc., a  manufacturer,  marketer and retailer of
nutritional supplements.

Peter  Braverman  has  been a Vice  President  of WFA and the  Managing  General
Partner since  January 1996.  Mr.  Braverman  also serves as the Executive  Vice
President of Newkirk MLP Corp.  Mr.  Braverman has served as the Executive  Vice
President of First Union since January 2004. He has also been an Executive  Vice
President of  AP-Fairfield  GP, LLC since August  2001.  Since August 2002,  Mr.
Braverman  has also served as the  Executive  Vice  President  and a Director of
Shelbourne Properties I, II and III.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The board of directors of the Managing  General Partner does not have a separate
audit committee. As such, the board of directors of the Managing General Partner
fulfills  the  functions  of an audit  committee.  The  board of  directors  has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Managing  General  Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

The Partnership did not pay any remuneration to the officers or directors of the
Managing General Partner during the year ended December 31, 2003.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below,  no person or entity was known by the  Partnership  to be
the  beneficial  owner of more than 5% of the Limited  Partnership  Units of the
Partnership as of December 31, 2003.

Entity                               Number of Units       Percentage

Apartment Investment and                 4,872.34            21.06%
   Management Company
AIMCO Properties LP                      6,096.91            26.35%
  (an affiliate of AIMCO)

Apartment  Investment and  Management  Company's  business  address is 4582 S.
Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

AIMCO  Properties  LP  is  indirectly  ultimately  controlled  by  AIMCO.  Its
business address is 4582 S. Ulster St. Parkway,  Suite 1100, Denver,  Colorado
80237.

No director or officer of the  Managing  General  Partner  owns any Units of the
Partnership of record or beneficially.

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from both of the Partnership's properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $296,000 and $392,000 during the years ended December 31, 2003 and
2002,  respectively,  which is included in  operating  expenses  and income from
discontinued operations.

An affiliate of the Managing General Partner earned reimbursement of accountable
administrative expenses amounting to approximately $145,000 and $203,000 for the
years  ended  December  31,  2003 and 2002,  respectively  which is  included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of  approximately  $17,000 and $37,000
for the years ended December 31, 2003 and 2002,  respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  certain
additions to investment properties.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner  advanced the Partnership  approximately  $4,000 during the year
ended  December 31,  2002.  This  advance was repaid  during 2002.  Interest was
charged at the prime rate plus 2% and  amounted to less than $1,000 for the year
ended  December  31,  2002.  There were no  advances  made during the year ended
December 31, 2003.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner.  During the year ended December 31, 2003 and 2002, the
Partnership  was charged by AIMCO and its affiliates  approximately  $69,000 and
$113,000,  respectively,  for insurance coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 10,969.25 limited partnership units
(the "Units") in the Partnership representing 47.41% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties,  L.P., the operating partnership of AIMCO
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety of matters  that would  include,  but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General  Partner.  As a result of its ownership of 47.41%
of the  outstanding  units,  AIMCO  and  its  affiliates  are in a  position  to
influence all voting  decisions  with respect to the  Partnership.  Although the
Managing  General Partner owes fiduciary  duties to the limited  partners of the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General Partner to AIMCO, as
its sole stockholder.


<PAGE>


Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached

      (b)   Reports on Form 8-K filed during the fourth quarter of calendar year
            2003:

            Current  Report  on Form 8-K  dated  December  3,  2003 and filed on
            December  5,  2003  disclosing  an  amendment  to the  Partnership's
            Agreement to extend the term of the  Partnership  from  December 31,
            2003 to December 31, 2021.

            Current  Report on Form 8-K  dated  December  18,  2003 and filed on
            December 29, 2003 disclosing a Redemption and Contribution Agreement
            dated   December   11,  2003   between   AIMCO   Properties,   L.P.,
            AIMCO/Winthrop  Growth  Investors  I  GP,  LLC  and  First  Winthrop
            Corporation.

Item 14.    Principal Accountant Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $32,000 and $34,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $14,000 and $13,000, respectively.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                    WINTHROP GROWTH INVESTORS 1 LIMITED
                                   PARTNERSHIP


                                    By:   Two Winthrop Properties, Inc.
                                          Managing General Partner

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Vice President - Residential

                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Vice President - Residential and
                                          Chief Accounting Officer

                                    Date: March 29, 2004


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Partnership and in the capacities and on the
dates indicated.

/s/Martha L. Long             Vice President -              Date: March 29, 2004
Martha L. Long                Residential and Director

/s/Thomas M. Herzog           Vice President -              Date: March 29, 2004
Thomas M. Herzog              Residential and Chief
                               Accounting Officer


               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                                  Exhibit Index


Exhibit Number    Description of Exhibit

      2.1         Agreement and Plan of Merger,  dated as of October 1, 1998, by
                  and between  AIMCO and IPT;  incorporated  by reference to the
                  Registrant's  Current  Report on Form 8-K,  dated  October  1,
                  1998.

      3           Amended and  Restated  agreement of Limited  Partnership  of
                  Winthrop Growth Investors I Limited  Partnership dated as of
                  May 11, 1984.

      3(a)        Amendment  to  Amended  and  Restated   Agreement  of  Limited
                  Partnership dated August 23, 1995.

      3.1         Amended  and  Restated  Agreement  of Limited  Partnership  of
                  Winthrop Growth Investors I Limited  Partnership dated May 11,
                  1984 (included as an exhibit to the Partnership's Registration
                  Statement  on Form S-11,  File No.  2-84760  and  incorporated
                  herein by reference).

      3.2         Amendment  to  Amended  and  Restated   Agreement  of  Limited
                  Partnership  dated  August  23,  1985  (Exhibit  3(a)  to  the
                  Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 31, 1995 is incorporated herein by reference).

      3.3         Amendment  to the Amended and  Restated  Agreement  of Limited
                  Partnership,  dated November 20, 2003,  filed as an exhibit to
                  the Registrant's  Current Report on Form 8-K dated December 3,
                  2003 and incorporated herein by reference.

      10.7        Management  Agreement  between  Stratford  Place and  Winthrop
                  Management  dated  January  1, 1990 filed as an exhibit to the
                  Registrant's  Current  Report on Form 8-K dated  September 19,
                  1996, and incorporated herein by reference.

      10.20       Replacement  Reserve  Agreement,  filed as an  exhibit  to the
                  Registrant's  Current  Report on Form 8-K dated  December  22,
                  2000, and incorporated herein by reference.

      10.21       Purchase  and  Sale  Contract   between   Registrant  and  B&M
                  Management  Company,  LLC effective November 27, 2002 filed as
                  an exhibit to the Registrant  Current Report on Form 8-K dated
                  December 24, 2002, and incorporated herein by reference.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

      99.1        Supplementary  information  required pursuant to Section 9.4
                  of the Partnership Agreement.


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

 5.   The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and


      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.


Date:  March 29, 2004

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Vice   President  -  Residential   of  Two
                                    Winthrop Properties,  Inc.,  equivalent of
                                    the  chief   executive   officer   of  the
                                    Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


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

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and


      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.


Date:  March 29, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Vice   President  -  Residential   of  Two
                                    Winthrop Properties,  Inc.,  equivalent of
                                    the  chief   accounting   officer  of  the
                                    Partnership


<PAGE>



Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Annual Report on Form 10-KSB of Winthrop Growth Investors
I Limited Partnership (the "Partnership"),  for the year ended December 31, 2003
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  Martha L. Long, as the equivalent of the chief executive  officer of
the Partnership,  and Thomas M. Herzog, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

(1)   The Report fully complies with the  requirements of Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

(2)   The information  contained in the Report fairly presents,  in all material
      respects,  the  financial  condition  and  results  of  operations  of the
      Partnership.


                                        /s/Martha L. Long
                                 Name:  Martha L. Long
                                 Date:  March 29, 2004


                                        /s/Thomas M. Herzog
                                 Name:  Thomas M. Herzog
                                 Date:  March 29, 2004


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


<PAGE>


Exhibit 99.1


Supplementary  Information Required Pursuant to Section 9.4 of the Partnership
Agreement (Unaudited)

1. Statements of Cash Available for Distribution:

                                     Three Months Ended       Year Ended
                                      December 31, 2003    December 31, 2003
                                                 (in thousands)

Net (loss) income                           $ 23                 $ 632
Add:
   Amortization expense                          4                   17
   Depreciation expense                        362                1,469
Less cash to reserves                         (389)              (2,118)
Cash available for distribution             $ --                 $ --
Distributions allocated to
   limited partners                         $ --                 $ --

2.    Fees and other  compensation  paid or  accrued by the  Partnership  to the
      general partners, or their affiliates,  during the year ended December 31,
      2003:

    Entity Receiving                        Form of
      Compensation                        Compensation                    Amount

General Partners         Interest in Cash Available for Distribution       $ 119

Affiliates of the        Property Management Fee                           $ 296
Managing General
Partner

Affiliates of the        Reimbursement for Services                        $ 177
Managing General
Partner