FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                             SECTION 13 OR 15(d)

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      [No Fee Required]

                 For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [No Fee Required]

             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.  $7,064,000

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, 2001. 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>

                                     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  Winthrop  Financial  Associates,  A Limited  Partnership
("WFA"), and Apartment  Investment and Management Company ("AIMCO"),  a publicly
traded real estate investment trust. The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2003 unless terminated prior to such
date.

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
(see "Item 7. Financial Statements - Note C - Sale of Investment Property"). For
additional information with respect to the Partnership's properties 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.

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.

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

Stratford Village Apartments           02/86     Fee ownership subject     Apartment
   Montgomery, Alabama                          to a first mortgage (3)    224 units
</TABLE>

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

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

(3)   Property  is  held  by a  trust  of  which  the  Registrant  is  the  sole
      beneficiary.

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              $13,791       $ 7,989     5-40 yrs     S/L        $ 4,134
Stratford Place            16,077         9,051     5-40 yrs     S/L          5,116
Stratford Village           9,558         5,724     5-40 yrs     S/L          2,503

   Totals                 $39,426       $22,764                             $11,753
</TABLE>

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

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               2001         Rate    Amortized    Date     Maturity (1)
                          (in thousands)                                 (in thousands)
Ashton Ridge Apartments
<S> <C>                        <C>          <C>       <C>       <C>   <C>     <C>
    1st Mortgage               $ 5,943      7.31%     240 mos.  01/01/21      $ --
Stratford Place
  Apartments
    1st Mortgage                 8,715      8.23%     120 mos.  07/01/06       7,739
Stratford Village
  Apartments
    1st Mortgage                 4,919      7.72%     360 mos.  11/01/24          --
          Totals               $19,577                                       $ 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 2001 and 2000 for each property:

                                        Average Annual               Average
                                         Rental Rates               Occupancy
                                          (per unit)
Property                               2001         2000         2001       2000
Ashton Ridge Apartments              $ 6,946       $ 6,696        95%        95%
Stratford Place Apartments             9,287         8,576        97%        98%
Stratford Village Apartments           6,704         6,831        92%        92%

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 2001 for each property are as follows:

                                         2001          2001
                                        Billing        Rate
                                    (in thousands)
Ashton Ridge Apartments                  $ 141         1.97%
Stratford Place Apartments                 191         1.30%
Stratford Village Apartments                56         3.45%

Capital Improvements:

Ashton Ridge Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$411,000 for capital improvements consisting primarily of structural and parking
lot improvements, floor covering and appliance replacements, the installation of
a sprinkler system and air conditioning unit  replacements.  These  improvements
were funded from operating cash flow.  The  Partnership is currently  evaluating
the capital improvement needs of the property for the upcoming year. The minimum
amount to be budgeted is expected to be $300 per unit or approximately $107,000.
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, 2001,  the  Partnership  spent  approximately
$246,000  for  capital   improvements   consisting   primarily  of  counter  top
replacements,  structural improvements, plumbing enhancements and floor covering
and appliance  replacements.  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.  The minimum
amount to be budgeted is  expected to be $300 per unit or  $105,000.  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.

Stratford Village Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$156,000 for capital  improvements  consisting  primarily of major  landscaping,
floor  covering  and  appliance  replacements,  air  conditioning  improvements,
structural improvements and interior decorations. 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.
The  minimum  amount  to  be  budgeted  is  expected  to be  $300  per  unit  or
approximately $67,000. 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

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

Item 4.     Submission of Matters to a Vote of Partners

During the quarter ended December 31, 2001, no matter was submitted to a vote of
the unitholders through the solicitation of proxies or otherwise.


                                     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,  2001,  the
Partnership  had 701  holders of record  owning an  aggregate  of 23,139  Units.
Affiliates of the Managing General Partner owned approximately 9,729.25 Units or
approximately  42.05%  at  December  31,  2001.  There is no  intention  to sell
additional Limited  Partnership Units nor is there an established public trading
market for these Units.

The following table sets forth the distributions declared by the Partnership for
the years ended December 31, 2000 and 2001 (see "Item 6. Management's Discussion
and Analysis or Plan of Operation" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
       01/01/00 - 12/31/00            $4,578,000 (1)         $197.85
       01/01/01 - 12/31/01             3,301,000 (2)          138.64

(1)   Distributions consisted of approximately  $3,700,000 from surplus cash due
      to  proceeds  from  the sale of  Sunflower  Apartments  and  approximately
      $878,000 from operations.

(2)   Distributions  consisted of approximately  $1,893,000 from the refinancing
      proceeds  of  Ashton  Ridge  Apartments,  approximately  $97,000  from the
      remaining  sale  proceeds  of  Sunflower   Apartments  and   approximately
      $1,311,000 from operations.

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.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital  expenditures  to permit any  distributions  to its partners in the year
2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 9,729.25 limited  partnership units
(the "Units") in the Partnership representing 42.05% of the outstanding Units at
December  31,  2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  42.05%  of the
outstanding Units, AIMCO is in a position to influence all voting decisions with
respect  to  the  Partnership.  When  voting  on  matters,  AIMCO  would  in all
likelihood  vote the Units it acquired in a manner  favorable to the interest of
the  Managing  General  Partner  because of its  affiliation  with the  Managing
General Partner.

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

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-KSB and the other  filings  with the  Securities  and
Exchange  Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation.  Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

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,  2001  was
approximately  $166,000  compared to net income of approximately  $3,796,000 for
the year ended December 31, 2000. The decrease in net income is primarily due to
the gain realized on the sale of Sunflower  Apartments in 2000 partially  offset
by an extraordinary loss on early extinguishment of debt.

On December 6, 2000,  Sunflower  Apartments  was sold to an  unaffiliated  third
party for approximately $6,900,000.  After closing costs and expenses related to
the sale,  the net  proceeds  received  by the  Partnership  were  approximately
$6,318,000.  The Partnership  realized a gain on the sale of investment property
of approximately  $3,697,000  during the fourth quarter of 2000. The Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately $110,000 as a result of the write off of unamortized loan costs.

Excluding the impact of the  operations  and sale of Sunflower  Apartments,  the
Partnership's net income was  approximately  $64,000 for the year ended December
31,  2001  compared  to net income of  approximately  $41,000 for the year ended
December 31,  2000.  The increase in net income was the result of an increase in
total revenues  partially offset by an increase in total expenses.  The increase
in total  revenues was a result of an increase in rental and other  income.  The
increase in rental income is primarily  attributable  to the increase in average
annual  rental  rates at  Stratford  Place and Ashton  Ridge  Apartments.  These
increases  more than  offset the slight  decrease  in  average  rental  rates at
Stratford  Village.  Other  income  increased  primarily  due to an  increase in
utility  reimbursements  at Ashton Ridge  Apartments and an increase in interest
income due to higher  average  cash  balances  maintained  in  interest  bearing
accounts.

Total  expenses  increased for the year ended December 31, 2001 due primarily to
an  increase  in  operating  and  depreciation  expenses  partially  offset by a
decrease in general and administrative expenses. Operating expense increased due
to an increase in property and insurance  expenses primarily at Ashton Ridge and
Stratford Place Apartments.  Property  expenses  increased due to an increase in
salaries  and related  benefits at Ashton  Ridge  Apartments  and an increase in
utility charges at Stratford Place Apartments. The increase in insurance expense
is the result of an increase in insurance  premiums at Ashton  Ridge  Apartments
and  Stratford  Place  Apartments.  Depreciation  expense  increased  at all the
Partnership's  properties due to property  improvements and replacements  placed
into service during the past twelve months which are now being depreciated.

General and  administrative  expenses decreased due to a decrease in the cost of
services  included in the  management  reimbursements  to the  Managing  General
Partner as allowed under the  Partnership  Agreement  and legal fees  associated
with  managing  the  Partnership.  Also  included in general and  administrative
expense are costs associated with the quarterly and annual  communications  with
investors and regulatory agencies.

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, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $768,000  compared to  approximately  $3,299,000  at December 31,
2000. The decrease in cash and cash equivalents of  approximately  $2,531,000 is
due to  approximately  $762,000 and  $3,676,000  of cash used in  investing  and
financing activities, respectively, partially offset by approximately $1,907,000
of cash  provided by operating  activities.  Cash used in  investing  activities
consisted  of property  improvements  and  replacements  slightly  offset by net
withdrawals from escrow accounts  maintained by the mortgage lenders.  Cash used
in financing  activities  consisted of principal  payments made on the mortgages
encumbering the Partnership's properties, distributions paid to the partners and
repayments  of  advances  from  affiliates  partially  offset by  advances  from
affiliates.  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 Partnership is currently
evaluating  the capital  improvement  needs of the  properties  for the upcoming
year.  The  minimum  amount  budgeted  is  expected  to  be  $300  per  unit  or
approximately $279,000 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 Registrant's  distributable  cash flow, if any,
may be adversely affected at least in the short term.

 The Partnership's current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately $19,577,000 is amortized over varying periods. The
mortgage  encumbering  Stratford Place Apartments  requires a balloon payment of
approximately  $7,739,000  due in July 2006. The Managing  General  Partner will
attempt to refinance such  indebtedness  and/or sell Stratford Place  Apartments
prior to such 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 is scheduled
to expire on December 31, 2003. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.  If the Partnership is unable to extend its term, the ultimate sale
price of the investment property may be adversely affected.

On December 15,  2000,  the  Partnership  refinanced  the mortgage  note payable
encumbering   Ashton  Ridge  Apartments.   The  refinancing   replaced  mortgage
indebtedness of approximately $4,071,000 with a new mortgage of $6,070,000.  The
mortgage was refinanced at a rate of 7.31% compared to the prior rate of 10.00%.
Payments of principal  and interest are due each month until the loan matures on
January 1, 2021 at which time the loan is scheduled to be fully amortized.  Loan
costs incurred for the refinancing were approximately $104,000.

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  to  the  partners  of  approximately  $3,301,000   (approximately
$3,208,000  to the limited  partners or $138.64 per limited  partnership  unit).
These  distributions  consisted of approximately  $1,893,000 ($81.81 per limited
partnership  unit) to the  limited  partners  from the  refinancing  proceeds of
Ashton Ridge  Apartments and  approximately  $97,000 all to the limited partners
($4.19  per  limited  partnership  unit) from the  remaining  sale  proceeds  of
Sunflower   Apartments.   The  distributions  also  consisted  of  approximately
$1,311,000  (approximately  $1,218,000  to the  limited  partners  or $52.64 per
limited  partnership  unit) from operations.  During the year ended December 31,
2000,  the  Partnership  paid  a  distribution  to  the  limited  partners  from
operations of approximately $490,000 ($21.18 per limited partnership unit) which
had been declared and accrued at December 31, 1999. In addition, the Partnership
declared and paid cash  distributions to the limited partners from operations of
approximately  $878,000 ($37.95 per limited  partnership  unit). The Partnership
also declared and paid a distribution of approximately  $3,700,000  ($159.90 per
limited partnership unit) from the sale of Sunflower  Apartments during the year
ended December 31, 2000. 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.   The
Partnership's  cash available for  distribution  is reviewed on a monthly basis.
There can be no assurance that the Partnership  will generate  sufficient  funds
from operations after required capital  expenditures to permit any distributions
to its partners in the year 2002 or subsequent periods.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates owned 9,729.25 limited partnership
units (the "Units") in the  Partnership  representing  42.05% of the outstanding
Units at December 31, 2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  42.05%  of the
outstanding Units, AIMCO is in a position to influence all voting decisions with
respect  to  the  Partnership.  When  voting  on  matters,  AIMCO  would  in all
likelihood  vote the Units it acquired in a manner  favorable to the interest of
the  Managing  General  Partner  because of its  affiliation  with the  Managing
General Partner.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Managing  General  Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Item 7.     Financial Statements


WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Report of Arthur Andersen, LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

      Consolidated Statements of Operations - Years ended December 31, 2001
      and 2000

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 2001 and 2000

      Consolidated Statements of Cash Flows - Years ended December 31, 2001
      and 2000

      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,  2001,  and the  related
consolidated  statements of operations,  changes in partners'  (deficit) capital
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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  audit  provides  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 as of December 31, 2001,  and the  consolidated
results  of its  operations  and its  cash  flows  for the  year  then  ended in
conformity with accounting principles generally accepted in the United States.


                                                          /s/Ernst & Young LLP



Greenville, South Carolina
February 15, 2002


<PAGE>



                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Partners of
   Winthrop Growth Investors 1 Limited Partnership:

We  have  audited  the  accompanying   consolidated  statements  of  operations,
partners'  (deficit)  capital  and cash flows of  Winthrop  Growth  Investors  1
Limited  Partnership  (a  limited   partnership)  (the  "Partnership")  and  its
subsidiaries for the year ended December 31, 2000. These consolidated  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with 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  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
Winthrop Growth  Investors 1 Limited  Partnership and its  subsidiaries  for the
year ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.



                                           / s / Arthur Andersen LLP


Denver, Colorado,
January 28, 2001.

<PAGE>

               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2001


<TABLE>
<CAPTION>

Assets
<S>                                                                           <C>
    Cash and cash equivalents                                                 $  768
    Receivables and deposits, net of allowance of $53                            420
    Restricted escrows                                                           208
    Other assets                                                                 923
    Investment properties (Notes D and F)
      Land                                                      $ 2,391
      Buildings and related personal property                    37,035
                                                                 39,426
      Less accumulated depreciation                             (22,764)      16,662

                                                                             $18,981
Liabilities and Partners' Deficit

Liabilities
   Accounts payable                                                           $ 110
   Tenant security deposit liabilities                                           162
   Accrued property taxes                                                         56
   Other liabilities                                                             176
   Mortgage notes payable (Note D)                                            19,577

Partners' Deficit
   General partners                                             $ (975)
   Limited partners (23,139 units
      issued and outstanding)                                      (125)      (1,100)

                                                                             $18,981


         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,
                                                                  2001         2000
Revenues:
<S>                                                             <C>          <C>
   Rental income                                                $ 6,633      $ 7,646
   Other income                                                     431          433
   Gain on sale of investment property (Note C)                      --        3,697
         Total revenues                                           7,064       11,776

Expenses:
   Operating                                                      2,738        3,112
   General and administrative                                       326          378
   Depreciation                                                   1,859        2,034
   Interest                                                       1,587        1,765
   Property taxes                                                   388          581
         Total expenses                                           6,898        7,870

Income before extraordinary item                                    166        3,906
Extraordinary loss on early extinguishment of debt (Note C)          --         (110)

         Net income                                              $ 166       $ 3,796

Net income allocated to general partners (10%)                    $ 17        $ 380
Net income allocated to limited partners (90%)                      149        3,416

         Net income                                              $ 166       $ 3,796

Per Limited Partnership Unit:
   Income before extraordinary item                              $ 6.44       $151.91
   Extraordinary loss on early extinguishment of debt                 --        (4.28)

         Net income per limited partnership unit                 $ 6.44       $147.63

   Distributions per limited partnership unit                   $138.64      $197.85

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

      CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                       (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) capital at
   December 31, 1999                    23,139     $(1,279)    $ 4,096     $ 2,817

Net income for the year
   ended December 31, 2000                  --         380       3,416       3,796

Distributions to partners                   --          --      (4,578)     (4,578)

Partners' (deficit) capital at
   December 31, 2000                    23,139        (899)      2,934       2,035

Net income for the year
   ended December 31, 2001                  --          17         149         166

Distributions to partners                   --         (93)     (3,208)     (3,301)

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


         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,
                                                             2001         2000
Cash flows from operating activities:
<S>                                                         <C>          <C>
   Net income                                               $ 166        $ 3,796
   Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation                                           1,859         2,034
      Amortization of loan costs and deferred costs             86           117
      Gain on sale of investment property                       --        (3,697)
      Extraordinary loss on early extinguishment
         of debt                                                --           110
      Change in accounts:
        Receivables and deposits                               (25)          279
        Other assets                                            15           (41)
        Accounts payable                                      (157)          109
        Tenant security deposit liabilities                     12           (20)
        Accrued property taxes                                  56          (139)
        Other liabilities                                     (105)          (10)
          Net cash provided by operating activities          1,907         2,538

Cash flows from investing activities:
   Net proceeds from sale of investment property                --         6,318
   Property improvements and replacements                     (813)       (1,567)
   Net withdrawals from restricted escrows                      51           147
          Net cash (used in) provided by investing
             activities                                       (762)        4,898

Cash flows from financing activities:
   Advances from affiliates                                    130            --
   Payments on advances from affiliates                       (130)           --
   Loan costs paid                                              --          (104)
   Proceeds from refinancing                                    --         6,070
   Payments on mortgage notes payable                         (375)         (291)
   Repayments of mortgage notes payable                         --        (6,633)
   Distributions to partners                                (3,301)       (5,068)
          Net cash used in financing activities             (3,676)       (6,026)

Net (decrease) increase in cash and cash equivalents        (2,531)        1,410

Cash and cash equivalents at beginning of period             3,299         1,889

Cash and cash equivalents at end of period                  $ 768        $ 3,299

Supplemental disclosure of cash flow information:
   Cash paid for interest                                  $ 1,512       $ 1,748

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                  Notes to Consolidated Financial Statements

                                December 31, 2001


Note A - Organization and Significant Accounting Policies

Organization: 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  Winthrop  Financial  Associates,  A  Limited  Partnership,   and  Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust. The Partnership  Agreement  provides that the Partnership will
terminate   December  31,  2003  unless  terminated  prior  to  such  date.  The
Partnership,  via its controlling interest in three partnerships and a trust, is
the owner of three residential  apartment  complexes located in various parts of
the United States at December 31, 2001.

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%,  99.9%  and  99.98%  general  partnership  interests  in  DEK
Associates,  Meadow  Wood  Associates  and  Stratford  Place  Investors  Limited
Partnership, respectively. Additionally, the Partnership is the 100% beneficiary
of the Stratford Village Realty Trust. All significant interpartnership balances
have been eliminated.  In addition, due to the cumulative minority interest loss
exceeding minority interest capital, the Partnership recorded 100% of the income
in 2001 and 2000.

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

Cash and Cash Equivalents: Includes 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  $740,000 at  December  31, 2001 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 three apartment
complexes,  are stated at cost. Acquisition fees are capitalized.  In accordance
with Statement of Financial  Accounting  Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of", 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, 2001
or 2000. See "Recent Accounting Pronouncements" below.

Loan Costs: Loan costs of approximately $779,000, less accumulated  amortization
of approximately  $356,000, are included in other assets and are being amortized
on  a  straight-line   basis  over  the  lives  of  the  respective  loans.  The
amortization of loan costs is included in interest expense.

Deferred  Costs:   Costs  related  to  the  acquisition  of  the  properties  of
approximately   $1,128,000,   less  accumulated  amortization  of  approximately
$789,000, 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. The Partnership recognizes income as earned on its leases. In addition,
the Managing  General  Partner's  policy is to offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

Restricted  Escrows:  In  relation  to the  mortgages  at  Stratford  Place  and
Stratford  Village,  the mortgage lenders have required a "replacement  reserve"
for  certain  capital  improvements.  At  December  31,  2001,  the  balance was
approximately $208,000.

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.  The Managing General Partner believes that  segment-based  disclosures
will  not  result  in a  more  meaningful  presentation  than  the  consolidated
financial statements as currently presented.

Advertising:  Advertising  costs of approximately  $63,000 in 2001 and $89,000
in 2000 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,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance.

Recent  Accounting  Pronouncements:  In August 2001, the Financial  Accounting
Standards  Board  issued  SFAS No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets".  SFAS No. 144 provides accounting guidance for
financial   accounting  and  reporting  for  the  impairment  or  disposal  of
long-lived assets.  SFAS No. 144 supersedes SFAS No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for Long-Lived Assets to be Disposed Of".
SFAS No. 144 is effective for fiscal years  beginning after December 15, 2001.
The Managing  General  Partner does not anticipate that its adoption will have
a material  effect on the  financial  position or results of operations of the
Partnership.

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. The following payments were made to the
Managing General Partner and affiliates during the years ended December 31, 2001
and 2000:

                                                  2001        2000
                                                   (in thousands)
Property management fees (included in             $424        $410
  operating expenses)
Reimbursement for services of affiliates
  (included in investment properties
  and general and administrative expenses)         268         250

Affiliates of the Managing General Partner are entitled to receive between 5% to
7.87% of gross receipts from all of the Partnership's properties as compensation
for  providing  property  management  services.  The  Partnership  paid  to such
affiliates  approximately  $424,000 and $410,000 during the years ended December
31, 2001 and 2000, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $268,000 and $250,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the Managing General Partner of  approximately  $59,000 and $7,000 for the years
ended  December 31, 2001 and 2000,  respectively.  The  construction  management
service fees are  calculated  based on a percentage of current and certain prior
year additions to investment properties and are being depreciated over 15 years.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner advanced the Partnership $130,000 during the year ended December
31, 2001. This advance was repaid during 2001. Interest was charged at the prime
rate plus 2% and amounted to  approximately  $1,000 for the year ended  December
31, 2001.  There were no loans from the Managing  General  Partner or associated
interest expense during the year ended December 31, 2000.

Beginning in 2001, the  Partnership  began insuring 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, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $45,000
for insurance coverage and fees associated with policy claims administration.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates owned 9,729.25 limited partnership
units (the "Units") in the  Partnership  representing  42.05% of the outstanding
Units at December 31, 2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  42.05%  of the
outstanding Units, AIMCO is in a position to influence all voting decisions with
respect  to  the  Partnership.  When  voting  on  matters,  AIMCO  would  in all
likelihood  vote the Units it acquired in a manner  favorable to the interest of
the  Managing  General  Partner  because of its  affiliation  with the  Managing
General Partner.

Note C - Sale of Investment Property

On December 6, 2000,  Sunflower  Apartments  was sold to an  unaffiliated  third
party for approximately $6,900,000.  After closing costs and expenses related to
the sale,  the net  proceeds  received  by the  Partnership  were  approximately
$6,318,000.  The Partnership  realized a gain on the sale of investment property
of approximately  $3,697,000  during the fourth quarter of 2000. The Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately $110,000 as a result of the write off of unamortized loan costs.

During the year ended  December  31,  2001,  certain  accruals of  approximately
$103,000  established  related to the sale of Sunflower  Apartments  in December
2000 were reversed due to actual costs being less than anticipated. This accrual
reversal  is  included  as a  reduction  of  operating  expenses  the year ended
December 31, 2001.

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                 2001       Interest      Rate        Date        Maturity
                          (in thousands)                               (in thousands)
Ashton Ridge
 Apartments
<S>                    <C>           <C>          <C>       <C>   <C>      <C>
  1st Mortgage         $ 5,943       $    48      7.31%     01/01/21       $    --
Stratford Place
 Apartments
  1st Mortgage           8,715            75      8.23%     07/01/06         7,739
Stratford Village
 Apartments
  1st Mortgage           4,919            38      7.72%     11/01/24            --
                       $19,577       $   161                               $ 7,739
</TABLE>

On December 15,  2000,  the  Partnership  refinanced  the mortgage  note payable
encumbering   Ashton  Ridge  Apartments.   The  refinancing   replaced  mortgage
indebtedness of approximately $4,071,000 with a new mortgage of $6,070,000.  The
mortgage was refinanced at a rate of 7.31% compared to the prior rate of 10.00%.
Payments of principal  and interest are due each month until the loan matures on
January 1, 2021 at which time the loan is scheduled to be fully amortized.  Loan
costs incurred for the refinancing were approximately $104,000.

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 mortgages encumbering Stratford Place Apartments and
Ashton Ridge  Apartments  properties are subject to a prepayment  penalty if the
loan is 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, 2001, are as follows (in thousands):

       2002             $   417
       2003                 451
       2004                 488
       2005                 527
       2006               8,176
    Thereafter            9,518
                        $19,577

Note E - 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):

                                                       2001        2000
Net income as reported                               $   166      $ 3,796
Differences resulted from:
   Depreciation and amortization                         211         (328)
   Other                                                (238)          58
Federal taxable income                               $   139      $ 3,526
Federal taxable income per limited partnership
 unit                                                $  5.40      $137.13

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

Net liabilities as reported                         $(1,100)
Land and buildings                                      130
Accumulated depreciation                             (5,039)
Other                                                    92
Net liabilities - Federal tax basis                 $(5,917)

Note F - Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>

                                                  Initial Cost
                                                 To Partnership
                                                 (in thousands)

                                                        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        $ 5,943        $ 690      $ 8,988         $ 4,113
Stratford Place
  Apartments                     8,715         1,368      11,978           2,731
Stratford Village
  Apartments                     4,919           333       7,918           1,307
          Totals               $19,577       $ 2,391     $28,884         $ 8,151
</TABLE>

<TABLE>
<CAPTION>

                    Gross Amount At Which Carried
                        At December 31, 2001
                           (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     $13,101   $13,791     $ 7,989       12/84       5-40
Stratford Place
  Apartments          1,368     14,709    16,077       9,051       12/85       5-40
Stratford Village
  Apartments            333      9,225     9,558       5,724       02/86       5-40
      Totals        $ 2,391    $37,035   $39,426     $22,764
</TABLE>

Reconciliation of Real Estate and Accumulated Depreciation:

                                            Years Ended December 31,
                                              2001             2000
                                                 (in thousands)
Real Estate
Balance at beginning of year               $38,613          $46,656
   Property improvements                       813            1,110
   Property dispositions                        --           (9,153)
Balance at end of year                     $39,426          $38,613

Accumulated Depreciation
Balance at beginning of year               $20,905          $25,403
   Additions charged to expense              1,859            2,034
   Property dispositions                        --           (6,532)
Balance at end of year                     $22,764          $20,905

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001  and  2000 is  approximately  $39,556,000  and  $38,744,000,
respectively.  Accumulated  depreciation  for  Federal  income tax  purposes  at
December  31,  2001 and  2000,  is  approximately  $27,803,000  and  $26,155,000
respectively.

Note G - Distributions

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  to  the  partners  of  approximately  $3,301,000   (approximately
$3,208,000  to the limited  partners or $138.64 per limited  partnership  unit).
These  distributions  consisted of approximately  $1,893,000 ($81.81 per limited
partnership  unit) to the  limited  partners  from the  refinancing  proceeds of
Ashton Ridge Apartments and approximately $97,000 to the limited partners ($4.19
per limited  partnership  unit) from the  remaining  sale  proceeds of Sunflower
Apartments.   The  distributions  also  consisted  of  approximately  $1,311,000
(approximately  $1,218,000  to  the  limited  partners  or  $52.64  per  limited
partnership unit) from operations.  During the year ended December 31, 2000, the
Partnership  paid a  distribution  to the limited  partners  from  operations of
approximately  $490,000  ($21.18  per limited  partnership  unit) which had been
declared and accrued at December 31, 1999. In addition, the Partnership declared
and  paid  cash  distributions  to  the  limited  partners  from  operations  of
approximately  $878,000 ($37.95 per limited  partnership  unit). The Partnership
also declared and paid a distribution of approximately  $3,700,000  ($159.90 per
limited partnership unit) from the sale of Sunflower  Apartments during the year
ended December 31, 2000.

Note H - Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

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

Effective July 6, 2001, the Registrant dismissed its prior Independent Auditors,
Arthur Andersen LLP and retained as its new Independent Auditors,  Ernst & Young
LLP.  Arthur  Andersen's   Independent  Auditors'  Report  on  the  Registrant's
financial  statements  for the  calendar  year ended  December  31, 2000 did not
contain an adverse opinion or a disclaimer of opinion,  and was not qualified or
modified as to uncertainty,  audit scope or accounting principles.  The decision
to change  Independent  Auditors was approved by the Managing General  Partner's
directors.  During the calendar year ended 2000 and through July 6, 2001,  there
were no  disagreements  between the Registrant and Arthur Andersen on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope  of  procedure  which  disagreements  if  not  resolved  to  the
satisfaction of Arthur  Andersen,  would have caused it to make reference to the
subject matter of the disagreements in connection with its reports.

Effective  July 6,  2001,  the  Registrant  engaged  Ernst  &  Young  LLP as its
Independent  Auditors.  During the last two  calendar  years and through July 6,
2001,  the  Registrant  did not consult  Ernst & Young LLP  regarding any of the
matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-B.

                                    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, 2001,  the names of the directors  and executive  officers of
the Managing  General Partner their ages and the nature of all positions held by
each of them, are as follows:

        Name            Age   Position

Patrick J. Foye         44    Vice President - Residential and Director

Martha L. Long          42    Senior Vice President and Controller - Residential

Michael L. Ashner       49    Chief Executive Officer and Director

Peter Braverman         50    Executive Vice President and Director

Patrick  J.  Foye  has been  Executive  Vice  President  and  Director  of the
Managing  General  Partner  since  October  1,  1998.  Mr.  Foye has served as
Executive Vice  President and Director of Apartment  Investment and Management
Company  ("AIMCO")  since May 1998.  Prior to joining  AIMCO,  Mr.  Foye was a
partner in the law firm of Skadden,  Arps, Slate, Meagher & Flom LLP from 1989
to 1998 and was Managing Partner of the firm's  Brussels,  Budapest and Moscow
offices from 1992 through 1994.  Mr. Foye is also Deputy  Chairman of the Long
Island  Power  Authority  and  serves  as a  member  of  the  New  York  State
Privatization  Council.  He received a B.A.  from  Fordham  College and a J.D.
from Fordham University Law School.

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

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.  From June 1994 until January 1996, Mr. Ashner was a Director,
President and Co-chairman of National  Property  Investors,  Inc., a real estate
investment company ("NPI"). Mr. Ashner was also a Director and executive officer
of NPI Property Management  Corporation ("NPI Management") from April 1984 until
January  1996. In addition,  since 1981 Mr. Ashner has been  President of Exeter
Capital  Corporation,  a firm which has organized and  administered  real estate
limited partnerships.

Peter  Braverman  has  been a Vice  President  of WFA and the  Managing  General
Partner since January 1996. From June 1995 until January 1996, Mr. Braverman was
a Vice President of NPI and NPI Management. From June 1991 until March 1994, Mr.
Braverman  was  President  of  the  Braverman  Group,  a  firm  specializing  in
management consulting for the real estate and construction industries. From 1988
to 1991, Mr. Braverman was a Vice President and Assistant Secretary of Fischbach
Corporation, a publicly traded, international real estate and construction firm.

One or more of the above persons are also directors 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 executive  officers and director of the Managing General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Managing General Partner.  Management has the
primary  responsibility  for  the  consolidated  financial  statements  and  the
reporting process including the systems of internal controls.  In fulfilling its
oversight responsibilities,  the executive officers and director of the Managing
General  Partner  reviewed  the audited  financial  statements  with  management
including  a  discussion  of the  quality,  not just the  acceptability,  of the
accounting  principles,  the  reasonableness of significant  judgments,  and the
clarity of disclosures in the financial statements.

The executive  officers and director of the Managing  General  Partner  reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited financial statements with accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive officers and director of the Managing General Partner has approved the
inclusion of the audited  financial  statements  in the Form 10-KSB for the year
ended December 31, 2001 for filing with the Securities and Exchange Commission.

The Managing  General  Partner has  appointed  Ernst & Young LLP as  independent
auditors to audit the consolidated  financial  statements of the Partnership for
the current  fiscal  year.  Fees for the last  fiscal year were annual  audit of
$33,000  and  non-audit  services  (principally   tax-related)  of  $17,000.  In
addition,  the Partnership  paid their former auditors $4,000 for audit services
and $24,000 for non-audit services (primarily tax-related).

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, 2001.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2001.


Entity                               Number of Units       Percentage

Apartment Investment and                 4,872.34            21.06%
   Management Company
AIMCO Properties LP                      4,856.91            20.99%
  (an affiliate of AIMCO)

Apartment  Investment and Management  Company's  business  address is 2200 South
Colorado Boulevard, Denver, Colorado 80222.

AIMCO Properties LP is indirectly  ultimately  controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

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. The following payments were made to the
Managing General Partner and affiliates during the years ended December 31, 2001
and 2000:

                                                  2001        2000
                                                   (in thousands)
Property management fees                          $424        $410
Reimbursement for services of affiliates           268         250

Affiliates of the Managing General Partner are entitled to receive between 5% to
7.87% of gross receipts from all of the Partnership's properties as compensation
for  providing  property  management  services.  The  Partnership  paid  to such
affiliates  approximately  $424,000 and $410,000  during the year ended December
31, 2001 and 2000, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $268,000 and $250,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the Managing General Partner of  approximately  $59,000 and $7,000 for the years
ended  December 31, 2001 and 2000,  respectively.  The  construction  management
service fees are  calculated  based on a percentage of current and certain prior
year additions to investment properties and are being depreciated over 15 years.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner advanced the Partnership $130,000 during the year ended December
31, 2001. This advance was repaid during 2001. Interest was charged at the prime
rate plus 2% and amounted to  approximately  $1,000 for the year ended  December
31, 2001.  There were no loans from the Managing  General  Partner or associated
interest expense during the year ended December 31, 2000.

Beginning in 2001, the  Partnership  began insuring 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, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $45,000
for insurance coverage and fees associated with policy claims administration.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates owned 9,729.25 limited partnership
units (the "Units") in the  Partnership  representing  42.05% of the outstanding
Units at December 31, 2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  42.05%  of the
outstanding Units, AIMCO is in a position to influence all voting decisions with
respect  to  the  Partnership.  When  voting  on  matters,  AIMCO  would  in all
likelihood  vote the Units it acquired in a manner  favorable to the interest of
the  Managing  General  Partner  because of its  affiliation  with the  Managing
General Partner.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

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

      (b)   Reports on Form 8-K filed during the fourth quarter of calendar year
            2001:

            None.


<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/Patrick J. Foye
                                          Patrick J. Foye
                                          Vice President - Residential


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


                                    Date: March 28, 2002


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


/s/Patrick J. Foye      Vice President - Residential        Date: March 28, 2002
Patrick J. Foye         and Director


/s/Martha L. Long       Vice President and                  Date: March 28, 2002
Martha L. Long          Controller - Residential



<PAGE>


               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.

      10.1        Documents related to Sunflower  Apartments  property,  filed
                  as an exhibit to the Registrant's  Registration Statement on
                  Form S-11,  File No.  2-84760,  and  incorporated  herein by
                  reference.

      10.2        Documents  relating  to Meadow  Wood  Apartments  property  in
                  Jacksonville, Florida, filed as an exhibit to the Registrant's
                  Current   Report  on  Form  8-K  dated  March  17,  1986,  and
                  incorporated herein by reference.

      10.3        Documents relating to Stratford Village Apartments property in
                  Montgomery,  Alabama,  filed as an exhibit to the Registrant's
                  Annual  Report  on Form 8-K for the year  ended  December  31,
                  1989, and incorporated here in by reference.

      10.4        Amendment  Number One to the Joint  Venture  Agreement  of DEK
                  Associates  Joint Venture,  dated October 7, 1988  (Sunflower)
                  filed as an exhibit to the Registrant's Current Report on Form
                  8-K filed on September  6, 1995,  and  incorporated  herein by
                  reference.

      10.5        Meadow   Wood   Winthrop    Associates   Limited   Partnership
                  Certificate and Agreement filed on December 1, 1988,  filed as
                  an exhibit to the Registrant's  Annual Report on Form 10-K for
                  the year ended December 31, 1994, and incorporated  here in by
                  reference.

      10.6        Management  Agreement  between Winthrop  Management and Meadow
                  Wood  dated  February  1,  1990,  filed as an  exhibit  to the
                  Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 31, 1995, 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.

      10.8        Management Agreement between Sunflower and Winthrop Management
                  dated  April 1, 1990 filed as an  exhibit to the  Registrant's
                  Annual  Report on Form 10-KSB for the year ended  December 31,
                  1998, and incorporated herein by reference.

      10.9        Purchase and Sale Contract between Registrant and Breunig
                  Realty Group, Inc. for sale of Sunflower Apartments
                  effective December 3, 2000.

      10.10       First  Addendum  to  Purchase  and  Sale  Contract   between
                  Registrant  and  Breunig  Realty  Group,  Inc.  for  sale of
                  Sunflower Apartments effective December 3, 2000.

      10.11       Second Addendum to Purchase and Sale Contract between
                  Registrant and Breunig Realty Group, Inc. for sale of
                  Sunflower Apartments effective December 3, 2000.

      10.12       Third Addendum to Purchase and Sale Contract between
                  Registrant and Breunig Realty Group, Inc. for sale of
                  Sunflower Apartments effective December 3, 2000.

      10.13       Fourth Addendum to Purchase and Sale Contract between
                  Registrant and Breunig Realty Group, Inc. for sale of
                  Sunflower Apartments effective December 3, 2000.

      10.14       Fifth Addendum to Purchase and Sale Contract between
                  Registrant and Breunig Realty Group, Inc. for sale of
                  Sunflower Apartments effective December 3, 2000.

      10.15       Multifamily Mortgage, assignment of rents, and security
                  agreement for refinancing of Meadow Wood Apartments

      10.16       Financing Statement - Exhibit B for Meadow Wood Associates

      10.17       Multifamily Note - Exhibit C for Meadow Wood Associates

      10.18       Limited Guaranty - Meadow Wood Associates

      10.19       Consolidation, Extension and Modification Agreement -
                  Meadow Wood Associates

      10.20       Replacement Reserve Agreement

      16          Letter dated July 6, 2001 from Arthur Andersen LLP filed as an
                  exhibit to the  Registrant's  Current Report on Form 8-K dated
                  July 6, 2001, and incorporated herein by reference.

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



<PAGE>



                                   Exhibit 99


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, 2001    December 31, 2001
                                                 (in thousands)

Net income                                  $ (60)               $ 166
Add:
   Amortization expense                         33                   86
   Depreciation expense                        467                1,859
Less cash (to reserves) released
  from reserves                               (272)               1,190
Cash available for distribution             $ 168               $ 3,301
Distributions allocated to
   limited partners                         $ 168               $ 3,208

2.    Fees and other  compensation  paid or  accrued by the  Partnership  to the
      general partners, or their affiliates,  during the year ended December 31,
      2001:

    Entity Receiving                        Form of
      Compensation                        Compensation                    Amount

General Partners         Interest in Cash Available for Distributio       $  93

Affiliates of the        Property Management Fee                          $ 424
Managing General
Partner

Affiliates of the        Reimbursement for Services                       $ 268
Managing General
Partner