3


                       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, 2004

[ ]   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.  $5,920,000

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, 2004. 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

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
partner of the  Partnership  is  AIMCO/Winthrop  Growth  Investor  I GP,  LLC, a
Delaware  Limited  Liability  Company ("AIMCO GP"), a wholly owned subsidiary of
AIMCO  Properties,  L.P. an  affiliate of 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, 2021.

On September 30, 2004,  AIMCO/GP  acquired the general partner  interests in the
Partnership  from  Linnaeus-Lexington  Associates  Limited  Partnership  and Two
Winthrop  Properties,  Inc. ("Two Winthrop") for an aggregate cash consideration
of $1,023,000.

Prior to the transfer of the general  partner  interests to AIMCO/GP,  AIMCO/NHP
Properties,  Inc.  ("AIMCO/NHP"),  also an  affiliate  of AIMCO held 100% of the
voting rights with respect to the Class B stock of FWC, which provided AIMCO/NHP
with the right to elect one director to the board of directors of Two  Winthrop.
That one  director  had the power to appoint the sole member of the  Residential
Committee of Two Winthrop's  board of directors.  The Residential  Committee was
vested with the  authority  to elect  certain  officers,  and subject to certain
limitations,  the Residential Committee and its appointed officers had the right
to cause the managing general partner of the Partnership to take such actions as
it deemed  necessary  and  advisable in  connection  with the  activities of the
Partnership.  Accordingly,  although  ownership of the general partner interests
was  transferred,  the  effective  control of the  day-to-day  management of the
Partnership  remains vested in an affiliate of AIMCO.  As used herein,  the term
"Managing  General  Partner"  shall mean Two  Winthrop,  with respect to matters
occurring  prior to September 30, 2004 and AIMCO GP for matters  occurring  from
and after September 30, 2004.

The Partnership was initially capitalized with contributions of $1,000 from each
of the original  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  remaining  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.

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.

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism.  The Managing General Partner does not anticipate that these costs
will  have  a  negative  effect  on  the  Partnership's  consolidated  financial
condition or results of operations.

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.

Subsequent  to December 31, 2004,  the  Partnership  entered into a Purchase and
Sale Contract to sell Stratford Place Apartments to an unaffiliated  third party
for a purchase price of approximately $29,000,000.  The anticipated closing date
for the  transaction  is May 16, 2005.  For the carrying  amount of the mortgage
note payable and investment property of Stratford Place Apartments, see "Notes D
and G",  respectively.  The operating results for Stratford Place Apartments for
the years ended  December  31,  2004 and 2003 were  approximately  $212,000  and
$318,000,  respectively,  including  revenues of  approximately  $3,334,000  and
$3,245,000, respectively.

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              $14,598       $10,025     5-30 yrs     S/L        $ 3,667
Stratford Place            16,911        11,253     5-40 yrs     S/L          3,825

   Totals                 $31,509       $21,278                             $ 7,492
</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               2004         Rate    Amortized    Date     Maturity (1)
                          (in thousands)                                 (in thousands)
Ashton Ridge Apartments
<S> <C>                        <C>          <C>       <C>       <C>   <C>     <C>
    1st Mortgage               $ 5,462      7.31%     240 mos.  01/01/21      $ --
Stratford Place
  Apartments
    1st Mortgage                 8,105      8.23%     120 mos.  07/01/06       7,739
          Totals               $13,567                                       $ 7,739

(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.
</TABLE>

Schedule of Rental Rates and Occupancy:

Average annual rental rates and occupancy for 2004 and 2003 for each property:

                                        Average Annual                Average
                                         Rental Rates                Occupancy
                                          (per unit)
Property                               2004         2003         2004       2003
Ashton Ridge Apartments              $ 7,407       $ 7,310        91%       96%
Stratford Place Apartments             9,664         9,591        94%       94%

The  Managing  General  Partner  attributes  the decrease in occupancy at Ashton
Ridge  Apartments  to military  deployments  in the local market and adhering to
stricter credit guidelines in acceptance of tenant applications.

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 2004 for each property are as follows:

                                         2004          2004
                                         Taxes         Rate
                                    (in thousands)
Ashton Ridge Apartments                  $ 218         1.88%
Stratford Place Apartments                 238         1.29%

Capital Improvements:

Ashton Ridge Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$389,000 of capital improvements at Ashton Ridge Apartments consisting primarily
of floor covering replacements,  exterior painting, appliance replacements,  air
conditioning unit  replacements,  parking area resurfacing,  major  landscaping,
structural  improvements,  roof replacement and reconstruction of damages to the
property  caused by  Hurricane  Jeanne.  These  improvements  were  funded  from
operating cash flow. The Partnership regularly evaluates the capital improvement
needs of the property.  While the  Partnership  has no material  commitments for
property improvements and replacements, certain routine capital expenditures are
anticipated  during 2005. Such capital  expenditures 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, 2004, the Partnership completed approximately
$310,000  of capital  improvements  at  Stratford  Place  Apartments  consisting
primarily of floor covering  replacements,  parking area improvements,  exterior
painting,   window,   water  heater,   appliance  and  air   conditioning   unit
replacements.  These  improvements  were  funded  from  operating  cash flow and
replacement   reserves.   The  Partnership   regularly   evaluates  the  capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

Item 3.     Legal Proceedings

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek 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, plaintiffs allege 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  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of operations.

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

During the quarter ended December 31, 2004, no matter was submitted to a vote of
unit holders 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,  2004,  the
Partnership  had 638  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,  2004.  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,  2004 and 2003  (see  "Item 6.
Management's Discussion and Analysis or Plan of Operation" for further details):

The Partnership distributed the following amounts during the year ended December
31, 2004 and 2003 (in thousands except per unit data):
<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit
<S>                    <C>              <C>              <C>              <C>
Operations             $  994           $ 38.68          $1,191           $ 46.33

Sale (1)                   --                --             639             27.61
                       $  994           $ 38.68          $1,830           $ 73.94
</TABLE>

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

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, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital  expenditures,  to permit any  distributions to its partners in
2005 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 Units in the Partnership
representing  47.41% of the outstanding  Units at December 31, 2004. 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.

Transfer of General Partner Interests

On September  30, 2004,  AIMCO/Winthrop  Growth  Investors I GP, LLC, a Delaware
limited liability company ("AIMCO GP") acquired the general partner interests in
the Partnership from  Linnaeus-Lexington  Associates Limited Partnership and Two
Winthrop  Properties,  Inc. ("Two Winthrop") for an aggregate cash consideration
of  $1,023,000.  Prior to the  transfer  of the  general  partner  interests  to
AIMCO/GP,  AIMCO/NHP Properties, Inc. ("AIMCO/NHP"),  also an affiliate of AIMCO
held 100% of the voting  rights with respect to the Class B stock of FWC,  which
provided  AIMCO/NHP  with the  right  to  elect  one  director  to the  board of
directors of Two  Winthrop.  That one director had the power to appoint the sole
member of the Residential  Committee of Two Winthrop's  board of directors.  The
Residential  Committee was vested with the authority to elect certain  officers,
and subject to certain limitations,  the Residential Committee and its appointed
officers had the right to cause the managing  general partner of the Partnership
to take such actions as it deemed necessary and advisable in connection with the
activities of the Partnership.  Accordingly,  although  ownership of the general
partner  interests  was  transferred,  the effective  control of the  day-to-day
management of the  Partnership  remains vested in an affiliate of AIMCO. As used
herein,  the term  "Managing  General  Partner"  shall mean Two  Winthrop,  with
respect  to  matters  occurring  prior to  September  30,  2004 and AIMCO GP for
matters occurring from and after September 30, 2004.

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2004  was
approximately  $104,000 compared to net income of approximately $632,000 for the
year ended  December  31,  2003.  The  decrease in net income for the year ended
December 31, 2004 is largely due to the income from discontinued  operations and
the gain on sale of  discontinued  operations in 2003 (as discussed  below),  as
well as a decrease in total revenues and an increase in total expenses.

On November 27, 2002, Stratford Village Apartments was sold to a 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 the write-off of expense reserves. 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.  In  accordance  with  Statement of Financial  Accounting  Standards
("SFAS")  No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets",  the  consolidated  statement of operations for the year ended December
31, 2003 reflect the operations of Stratford  Village  Apartments as income from
discontinued operations due to the property's sale in November 2002.

The Partnership  recognized income from continuing operations for the year ended
December 31, 2004 of approximately  $104,000  compared to income from continuing
operations for the year ended December 31, 2003 of approximately  $434,000.  The
decrease  in income  from  continuing  operations  is due to a decrease in total
revenues and an increase in total  expenses.  The decrease in total revenues for
the year ended  December 31, 2004 is due to decreases in rental and other income
and a casualty  gain during the year ended  December 31,  2003.  The decrease in
rental  income is due  primarily  to a decrease  in  occupancy  at Ashton  Ridge
Apartments  partially  offset by an increase in average  rental rates at both of
the  Partnership's  properties  and a decrease in bad debt  expense at Stratford
Place Apartments. Other income decreased during the year ended December 31, 2004
primarily  due to a  decrease  in lease  cancellation  fees at  Stratford  Place
Apartments and late charges at both of the  Partnership's  properties  partially
offset  by  an  increase  in  resident   utility  payments  at  Stratford  Place
Apartments.

A casualty  gain was recorded at Ashton Ridge  Apartments  during the year ended
December 31, 2003 related to a fire that damaged  eight units during April 2002.
This gain was the  result of the  receipt of  remaining  insurance  proceeds  of
approximately $44,000.

Total expenses  increased  during the year ended December 31, 2004 primarily due
to an  increase  in  operating  expenses  and a casualty  loss  recorded in 2004
partially  offset by a  decrease  in  depreciation,  interest  and  general  and
administrative  expenses.  Operating  expenses  increased  primarily  due  to an
increase in property and  administrative  expenses.  Property expenses increased
primarily due to increases in salaries and other  related  benefits at Stratford
Place  Apartments,  and  courtesy  patrol  costs  at both  of the  Partnership's
properties.  Administrative  expenses increased  primarily due to an increase in
appraisal  fees at Ashton Ridge  Apartments and  professional  and legal fees at
Stratford  Place  Apartments.  Depreciation  expense  decreased  due  to  assets
becoming  fully  depreciated  at  Ashton  Ridge  Apartments.   Interest  expense
decreased  due to  scheduled  principal  payments  made on the  mortgages  which
lowered the interest due on the remaining principle balance.

During  the  year  ended  December  31,  2004  there  was  a  casualty  loss  of
approximately  $13,000 recorded at Ashton Ridge Apartments related to damages to
the property caused by Hurricane  Jeanne.  This loss was the result of the write
off of net fixed assets of  approximately  $13,000.  No  insurance  proceeds are
anticipated to cover this loss. In addition, the property incurred approximately
$20,000  in clean up costs  related  to this  hurricane  which are  included  in
operating expenses.

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

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Managing  General  Partner  monitors the
rental market environment 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  rate  reductions  to offset  softening  market
conditions, accordingly, there is no guarantee that the Managing General Partner
will be able to  sustain  such a plan.  Further,  a number of  factors  that are
outside the control of the  Partnership,  such as the local economic climate and
weather, can adversely or positively affect the Partnership's financial results.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $308,000 compared to approximately $885,000 at December 31, 2003.
Cash and cash equivalents  decreased  approximately  $577,000 since December 31,
2003 due to approximately  $727,000 and $1,386,000 of cash used in investing and
financing activities,  respectively partially offset by approximately $1,536,000
of cash  provided by operating  activities.  Cash used in  investing  activities
consisted  of  property  improvements  and  replacements  and  net  deposits  to
restricted  escrows  maintained by the mortgage lenders.  Cash used in financing
activities consisted of principal payments made on the mortgages encumbering the
Partnership's   investment   properties  and  distributions  to  partners.   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.  For
example,  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.  The Partnership  regularly evaluates the
capital improvement needs of the property. While the Partnership has no material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

 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
$13,567,000  is  amortized  over  varying  periods.  The  mortgage  indebtedness
encumbering  Ashton Ridge Apartments of approximately  $5,462,000 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  $8,105,000 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.

Subsequent  to December 31, 2004,  the  Partnership  entered into a Purchase and
Sale Contract to sell Stratford Place Apartments to an unaffiliated  third party
for a purchase price of approximately $29,000,000.  The anticipated closing date
for the  transaction  is May 16, 2005.  For the carrying  amount of the mortgage
note payable and investment property of Stratford Place Apartments, see "Notes D
and G",  respectively.  The operating results for Stratford Place Apartments for
the years ended  December  31,  2004 and 2003 were  approximately  $212,000  and
$318,000,  respectively,  including  revenues of  approximately  $3,334,000  and
$3,245,000, respectively.

The Partnership distributed the following amounts during the year ended December
31, 2004 and 2003 (in thousands except per unit data):
<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit
<S>                    <C>              <C>              <C>              <C>
Operations             $  994           $ 38.68          $1,191           $ 46.33

Sale (1)                   --                --             639             27.61
                       $  994           $ 38.68          $1,830           $ 73.94
</TABLE>

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

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, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital  expenditures,  to permit any  distributions to its partners in
2005 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,  2004.  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 7 Financial  Statements".  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.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  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.

Item 7.     Financial Statements


WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS


      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

      Consolidated Statements of Operations - Years ended December 31, 2004
      and 2003

      Consolidated Statements of Changes in Partners' Deficit - Years ended
      December 31, 2004 and 2003

      Consolidated Statements of Cash Flows - Years ended December 31, 2004
      and 2003

      Notes to Consolidated Financial Statements

              Report of Independent Registered Public Accounting Firm



The Partners
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,  2004,  and the  related
consolidated  statements of operations,  changes in partners' deficit,  and cash
flows for each of the two years in the period ended  December  31,  2004.  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  the  standards  of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
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,  2004,  and the  consolidated
results  of its  operations  and its cash flows for each of the two years in the
period  ended  December  31,  2004  in  conformity  with  accounting  principles
generally accepted in the United States.



                                                          /s/Ernst & Young LLP



Greenville, South Carolina
March 10, 2005

               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                           <C>
    Cash and cash equivalents                                                 $ 308
    Receivables and deposits                                                     358
    Restricted escrows                                                           198
    Other assets                                                                 544
    Investment properties (Notes D, G and H)
      Land                                                      $ 2,058
      Buildings and related personal property                    29,451
                                                                 31,509
      Less accumulated depreciation                             (21,278)      10,231

                                                                             $11,639
Liabilities and Partners' Deficit

Liabilities
   Accounts payable                                                            $ 74
   Tenant security deposit liabilities                                           169
   Other liabilities                                                             207
   Mortgage notes payable (Note D)                                            13,567

Partners' Deficit
   General partners                                             $ (196)
   Limited partners (23,139 units
      issued and outstanding)                                    (2,182)      (2,378)

                                                                             $11,639

         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,
                                                                  2004         2003
Revenues:
<S>                                                             <C>          <C>
   Rental income                                                $ 5,437      $ 5,456
   Other income                                                     483          530
   Casualty gain (Note E)                                            --           44
         Total revenues                                           5,920        6,030

Expenses:
   Operating                                                      2,657        2,357
   General and administrative                                       163          202
   Depreciation                                                   1,435        1,469
   Interest                                                        1,106       1,136
   Property taxes                                                   442          432
   Casualty loss (Note E)                                            13           --
         Total expenses                                           5,816        5,596

Income from continuing operations                                   104          434
Income from discontinued operations (Note A)                         --          120
Gain on sale of discontinued operations (Note C)                     --           78
         Net income (Note F)                                     $ 104        $ 632

Net income allocated to general partners                          $ 10         $ 63
Net income allocated to limited partners                             94          569

         Net income                                              $ 104        $ 632

Per Limited Partnership Unit:
   Income from continuing operations                             $ 4.06      $ 16.89
   Income from discontinued operations                               --         4.66
   Gain on sale of discontinued operations                           --         3.03

Net income per limited partnership unit                          $ 4.06      $ 24.58

Distributions per limited partnership unit                      $ 38.68      $ 73.94

         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, 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)

Net income for the year ended
   December 31, 2004                        --          10          94         104

Distributions to partners                   --         (99)       (895)       (994)

Partners' deficit at
   December 31, 2004                    23,139      $ (196)    $(2,182)    $(2,378)

         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,
                                                             2004         2003
Cash flows from operating activities:
<S>                                                         <C>           <C>
   Net income                                               $ 104         $ 632
   Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation                                           1,435         1,469
      Amortization of loan costs and deferred costs             52            17
      Bad debt expense, net                                    134           201
      Casualty loss (gain)                                      13           (44)
      Gain on sale of discontinued operations                   --           (78)
      Change in accounts:
        Receivables and deposits                               (90)         (113)
        Other assets                                          (117)          (23)
        Accounts payable                                       (51)          (47)
        Tenant security deposit liabilities                    (13)            5
        Other liabilities                                       69           (80)
          Net cash provided by operating activities          1,536         1,939

Cash flows from investing activities:
   Net proceeds from sale of investment property                --            78
   Property improvements and replacements                     (676)         (480)
   Insurance proceeds received                                  --            44
   Net deposits to restricted escrows                          (51)           (7)
          Net cash used in investing activities               (727)         (365)

Cash flows from financing activities:
   Payments on mortgage notes payable                         (392)         (363)
   Distributions paid to partners                             (994)       (1,830)
          Net cash used in financing activities             (1,386)       (2,193)

Net decrease in cash and cash equivalents                     (577)         (619)

Cash and cash equivalents at beginning of year                 885         1,504

Cash and cash equivalents at end of year                    $ 308         $ 885

Supplemental disclosure of cash flow information:
   Cash paid for interest                                  $ 1,083       $ 1,113
Supplemental disclosure of non-cash activity:
   Property improvements and replacements included
     in accounts payable                                     $ 23         $ --

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                  Notes to Consolidated Financial Statements

                                December 31, 2004


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  partner of the Partnership is
AIMCO/Winthrop  Growth Investor I GP, LLC, a Delaware Limited  Liability Company
("AIMCO GP"), a wholly-owned subsidiary of AIMCO Properties,  L.P., an affiliate
of 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, 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,
2004.

On September 30, 2004,  AIMCO/GP  acquired the general partner  interests in the
Partnership  from  Linnaeus-Lexington  Associates  Limited  Partnership  and Two
Winthrop  Properties,  Inc. ("Two Winthrop") for an aggregate cash consideration
of $1,023,000.

Prior to the transfer of the general  partner  interests to AIMCO/GP,  AIMCO/NHP
Properties,  Inc.  ("AIMCO/NHP"),  also an  affiliate  of AIMCO held 100% of the
voting rights with respect to the Class B stock of FWC, which provided AIMCO/NHP
with the right to elect one director to the board of directors of Two  Winthrop.
That one  director  had the power to appoint the sole member of the  Residential
Committee of Two Winthrop's  board of directors.  The Residential  Committee was
vested with the  authority  to elect  certain  officers,  and subject to certain
limitations,  the Residential Committee and its appointed officers had the right
to cause the managing general partner of the Partnership to take such actions as
it deemed  necessary  and  advisable in  connection  with the  activities of the
Partnership.  Accordingly,  although  ownership of the general partner interests
was  transferred,  the  effective  control of the  day-to-day  management of the
Partnership  remains vested in an affiliate of AIMCO.  As used herein,  the term
"Managing  General  Partner"  shall mean Two  Winthrop,  with respect to matters
occurring  prior to September 30, 2004 and AIMCO GP for matters  occurring  from
and after September 30, 2004.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
consolidated  statement  of  operations  for the year ended  December  31,  2003
reflect  the  operations  of  Stratford   Village   Apartments  as  income  from
discontinued operations due to the property's sale in November 2002.

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  $284,000 at
December 31, 2004 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 consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate.  The  Partnership  capitalizes  all  expenditures in excess of $250 that
clearly relate to the acquisition and installation of real and personal property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the 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 the years ended  December
31, 2004 or 2003.

Deferred  Costs:  Loan  costs  of  approximately   $303,000,   less  accumulated
amortization of approximately  $196,000,  are included in other assets. The loan
costs  are  amortized  over  the  terms  of the  related  loan  agreements.  The
amortization of loan costs is included in interest expense. Amortization expense
is expected to be  approximately  $25,000 for 2005,  $15,000 in 2006, and $5,000
for each of the years 2007, 2008 and 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

Costs related to the  acquisition of the properties of  approximately  $740,000,
less accumulated  amortization of approximately  $555,000, 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 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 will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. 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.

Restricted  Escrows:  In relation to the mortgage at Stratford Place Apartments,
the  mortgage  lender  required a  "replacement  reserve"  for  certain  capital
improvements. At December 31, 2004, the balance was approximately $198,000.

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  $87,000 in 2004 and $70,000 in
2003 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  value  due  to  the  short  term  maturity  of  these
instruments.  The Partnership  estimates the fair value of its long term debt by
discounting  future  cash flows  using a discount  rate  commensurate  with that
currently  believed to be available to the Partnership  for similar term,  fully
amortizing long-term debt. The fair value of the Partnership's long term debt at
the Partnership's incremental borrowing rate is approximately $14,188,000.

Note B - Transactions with Affiliated Parties

The Partnership has no employees and depends 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  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
$293,000  and  $296,000  during  the years  ended  December  31,  2004 and 2003,
respectively, which is included in operating expenses.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $155,000 and
$145,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expenses and investment properties.  The
portion of these reimbursements  included in investment properties for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $33,000 and $17,000  for the years  ended  December  31, 2004 and
2003,  respectively.  The  construction  management  service fees are calculated
based  on  a  percentage  of  certain   additions  to   investment   properties.
Approximately  $8,000 of these  reimbursements  are payable to affiliates of the
Managing  General  Partner  at  December  31,  2004  and are  included  in other
liabilities.

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 years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $72,000 and
$69,000,  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,  2004.  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.  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 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                 2004       Interest      Rate        Date        Maturity
                          (in thousands)                               (in thousands)
Ashton Ridge
 Apartments
<S>                    <C>           <C>          <C>       <C>   <C>      <C>
  1st Mortgage         $ 5,462       $    48      7.31%     01/01/21       $    --
Stratford Place
 Apartments
  1st Mortgage           8,105            75      8.23%     07/01/06         7,739
                       $13,567       $   123                               $ 7,739
</TABLE>

The mortgage notes payable are fixed rate mortgages  that are  non-recourse  and
are secured by a pledge of the  Partnership's  rental properties and by a pledge
of revenues from the respective  rental  properties.  The mortgage notes payable
include  a  prepayment  penalty  if  repaid  prior  to  maturity.  Further,  the
properties may not be sold subject to existing indebtedness.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2004, are as follows (in thousands):

       2005              $ 424
       2006               8,065
       2007                 214
       2008                 231
       2009                 248
    Thereafter            4,385
                        $13,567

Note E - Casualties

During  the  year  ended  December  31,  2004  there  was  a  casualty  loss  of
approximately $13,000 recorded for Ashton Ridge Apartments related to damages to
the property caused by Hurricane  Jeanne.  This loss was the result of the write
off of net fixed assets of  approximately  $13,000.  No  insurance  proceeds are
anticipated to cover this loss. In addition, the property incurred approximately
$20,000  in clean up costs  related  to this  hurricane  which are  included  in
operating expenses in the accompanying statement of operations.

During  the  year  ended  December  31,  2003,  there  was a  casualty  gain  of
approximately  $44,000 recorded at Ashton Ridge Apartments  related to a fire in
April 2002 that damaged eight apartment  units.  This gain was the result of the
receipt of remaining insurance proceeds of approximately  $44,000. The write off
of the damaged assets was completed during the year ended December 31, 2002.

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):

                                                       2004        2003
Net income as reported                               $   104     $   632
Differences resulted from:
   Depreciation and amortization                         402         383
   Loss (gain) from casualty                              13        (104)
   Other                                                 (16)        (35)
Federal taxable income                               $   503     $   876
Federal taxable income per limited partnership
 unit                                                $ 19.57     $ 34.07

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

Net liabilities as reported                         $(2,378)
Land and buildings                                      149
Accumulated depreciation                             (2,888)
Deferred expenses                                      (740)
Other                                                   753
Net liabilities - Federal tax basis                 $(5,104)



<PAGE>


Note G - 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        $ 5,462        $ 690      $ 8,988         $ 4,920
Stratford Place
  Apartments                     8,105         1,368      11,978           3,565
          Totals               $13,567       $ 2,058     $20,966         $ 8,485
</TABLE>


                    Gross Amount At Which Carried
                        At December 31, 2004
                           (in thousands)
<TABLE>
<CAPTION>

                              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     $13,908   $14,598     $10,025       12/84       5-30
Stratford Place
  Apartments          1,368     15,543    16,911      11,253       12/85       5-40
      Totals        $ 2,058    $29,451   $31,509     $21,278
</TABLE>

Reconciliation of real estate and accumulated depreciation:

                                            Years Ended December 31,
                                              2004             2003
                                                 (in thousands)
Real Estate
Balance at beginning of year               $30,871          $30,391
   Property improvements                       699              480
   Property dispositions                       (61)              --
Balance at end of year                     $31,509          $30,871

Accumulated Depreciation
Balance at beginning of year               $19,891          $18,422
   Additions charged to expense              1,435            1,469
   Property dispositions                       (48)              --
Balance at end of year                     $21,278          $19,891

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004  and  2003 is  approximately  $31,658,000  and  $30,977,000,
respectively.  Accumulated  depreciation  for  Federal  income tax  purposes  at
December  31,  2004 and  2003,  is  approximately  $24,166,000  and  $23,105,000
respectively.

Note H - Subsequent Events

Subsequent  to  December  31,  2004  and  in  accordance  with  the  Partnership
Agreement, an affiliate of the Managing General Partner advanced the Partnership
approximately  $90,000 to fund the payment of real estate  taxes at Ashton Ridge
Apartments.  Interest  on this  advance  will be  charged  at prime rate plus 2%
(7.25% at December 31, 2004).

Subsequent  to December 31, 2004,  the  Partnership  entered into a Purchase and
Sale Contract to sell Stratford Place Apartments to an unaffiliated  third party
for a purchase price of approximately $29,000,000.  The anticipated closing date
for the  transaction  is May 16, 2005.  For the carrying  amount of the mortgage
note payable and investment property of Stratford Place Apartments, see "Notes D
and G",  respectively.  The operating results for Stratford Place Apartments for
the years ended  December  31,  2004 and 2003 were  approximately  $212,000  and
$318,000,  respectively,  including  revenues of  approximately  $3,334,000  and
$3,245,000, respectively.

Note I - Contingencies

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek 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, plaintiffs allege 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  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of 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.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  eliminate,  or at least  minimize,  the  effects  that mold  could have on
residents.  To date,  the  Partnership  has not incurred  any material  costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law  regarding  mold is unsettled and subject to change the Managing
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

SEC Investigation

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.



<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 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8B.    Other Information

            None.

                                    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, 2004, 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                   45   Director and Senior Vice President
Harry G. Alcock                  42   Director and Executive Vice President
Miles Cortez                     61   Executive Vice President, General Counsel
                                      and Secretary
Patti K. Fielding                41   Executive Vice President
Paul J. McAuliffe                48   Executive Vice President and Chief
                                      Financial Officer
Thomas M. Herzog                 42   Senior Vice President and Chief
                                      Accounting Officer
Stephen B. Waters                43   Vice President

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.

Harry G. Alcock was appointed as a Director of the Managing  General  Partner in
October 2004 and was appointed  Executive Vice President of the Managing General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President  Acquisitions  where he served until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Managing  General  Partner in  February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Managing  General  Partner since April 2002. Mr.  McAuliffe has served as
Executive Vice  President of AIMCO since  February 1999 and was appointed  Chief
Financial Officer of AIMCO in October 1999. From May 1996 until he joined AIMCO,
Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

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.

Stephen B. Waters was appointed Vice  President of the General  Partner in April
2004. Mr. Waters previously served as a Director of Real Estate Accounting since
joining AIMCO in September 1999. Mr. Waters has responsibilities for real estate
and partnership accounting with AIMCO.

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, 2004.

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, 2004.

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 depends 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  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
$293,000  and  $296,000  during  the years  ended  December  31,  2004 and 2003,
respectively, which is included in operating expenses.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $155,000 and
$145,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expenses and investment properties.  The
portion of these reimbursements  included in investment properties for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately  $33,000 and $17,000  for the years  ended  December  31, 2004 and
2003,  respectively.  The  construction  management  service fees are calculated
based  on  a  percentage  of  certain   additions  to   investment   properties.
Approximately  $8,000 of these  reimbursements  are payable to affiliates of the
Managing  General  Partner  at  December  31,  2004  and are  included  in other
liabilities.

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 years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $72,000 and
$69,000,  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,  2004.  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 13.    Exhibits

            See Exhibit Index attached

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 2005. The aggregate fees
billed  for  services  rendered  by  Ernst &  Young,  LLP for  2004 and 2003 are
described below.

Audit Fees. Fees for audit services  totaled  approximately  $28,000 and $32,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees.  Fees for tax services  totaled  approximately  $6,000 and $14,000 for
2004 and 2003, respectively.

                                   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:   AIMCO/Winthrop  Growth  Investors I,
                                          GP, LLC
                                          Managing General Partner

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                          /s/Stephen B. Waters
                                    By:   Stephen B. Waters
                                          Vice President


                                    Date: March 25, 2005


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/Harry G. Alcock            Director and Executive        Date: March 25, 2005
Harry G. Alcock               Vice President

/s/Martha L. Long             Director and Senior Vice      Date: March 25, 2005
Martha L. Long                President

/s/Stephen B. Waters          Vice President                Date: March 25, 2005
Stephen B. Waters

               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                                  Exhibit Index


Exhibit Number    Description of Exhibit

      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.

      3.4         Amendment  to  Amended  and  Restated   Agreement  of  Limited
                  Partnership,  dated September 30, 2004, filed as an exhibit to
                  the  Registrant's  Current Report on Form 8-K dated  September
                  30, 2004 and filed on October 5, 2004,  incorporated herein by
                  reference.

      3.5         Certificate  of Amendment  to the Second  Amended and Restated
                  Certificate  of  Limited   Partnership   of  Winthrop   Growth
                  Investors  1 Limited  Partnership,  filed as an exhibit to the
                  Registrant's  Current  Report on Form 8-K dated  September 30,
                  2004 and  filed on  October  5,  2004,  incorporated  hereinby
                  reference.

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

      10.2        Purchase  Agreement  between   Linnaeus-Lexington   Associates
                  Limited Partnership and AIMCO/Winthrop  Growth Investors 1 GP,
                  LLC, dated  September 30, 2004,  filed as exhibit 10.22 to the
                  Registrant's  Current  Report on Form 8-K dated  September 30,
                  2004 and  filed on  October  5,2004,  incorporated  herein  by
                  reference.

      10.3        Assignment  and  Assumption  of General  Partner  Interest  in
                  Winthrop  Growth  Investors  1  Limited   Partnership,   dated
                  September 30, 2004, filed as exhibit 10.23 to the Registrant's
                  Current Report on Form 8-K dated  September 30, 2004 and filed
                  on October 5, 2004, incorporated herein by reference.

      10.4        Assignment  and  Assumption  of General  Partner  Interest  in
                  Winthrop  Growth  Investors  1  Limited   Partnership,   dated
                  September 30, 2004, filed as exhibit 10.24 to the Registrant's
                  Current Report on Form 8-K dated  September 30, 2004 and filed
                  on October 5, 2004, 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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

 5.   The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.


Date:  March 25, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior  Vice  President  of   AIMCO/Winthrop
                                    Growth  Investors I, GP, LLC,  equivalent of
                                    the   chief   executive   officer   of   the
                                    Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, 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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.


Date:  March 25, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice  President  of  AIMCO/Winthrop   Growth
                                    Investors  I,  GP,  LLC,  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, 2004
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 Stephen B. Waters, 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 25, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 25, 2005


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, 2004    December 31, 2004
                                                 (in thousands)

Net (loss) income                            $ 6                 $ 104
Add:
   Amortization expense                         14                   52
   Depreciation expense                        354                1,435
Less cash to reserves                         (374)              (1,591)
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,
      2004:

    Entity Receiving                        Form of
      Compensation                        Compensation                    Amount

General Partners         Interest in Cash Available for Distribution       $  99

Affiliates of the        Property Management Fee                           $ 293
Managing General
Partner

Affiliates of the        Reimbursement for Services                        $ 155
Managing General
Partner