FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER

                               SECTION 13 OR 15(d)

                                   Form 10-KSB

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

                 For the fiscal year ended December 31, 1999

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

             For the transition period from _________to _________

                         Commission file number 2-84760

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

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

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

                   Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units

                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.Yes X  No___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [X]

State issuer's revenues for its most recent fiscal year.  $7,722,000

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, 1999. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

                                     PART I

Item 1.     Description of Business

Winthrop  Growth  Investors  1  Limited   Partnership   (the   "Partnership"  or
"Registrant")  was organized  under the Uniform  Limited  Partnership Act of the
Commonwealth  of  Massachusetts  on June 20,  1983 for the purpose of owning and
leasing income-producing residential,  commercial and industrial properties. The
general  partners  of the  Partnership  are Two  Winthrop  Properties,  Inc.,  a
Massachusetts    corporation    (the   "Managing    General    Partner"),    and
Linnaeus-Lexington  Associates Limited Partnership. The Managing General Partner
is wholly-owned by First Winthrop  Corporation,  a Delaware  corporation ("First
Winthrop"), the controlling entities of which are Winthrop Financial Associates,
A Limited Partnership  ("WFA"),  and Apartment Investment and Management Company
("AIMCO").  The  Partnership  Agreement  provides  that  the  Partnership  is to
terminate on December 31, 2003 unless terminated prior to such date.

The Partnership was initially capitalized with contributions of $1,000 from each
of the  general  partners  and $5,000  from the  Initial  Limited  Partner.  The
Partnership,  through its public  offering of limited  partner  units ("Unit" or
"Units"),  sold 23,144 Units aggregating  $23,144,000.  An additional five Units
were  held by WFC  Realty  Co.,  Inc.,  a  subsidiary  of First  Winthrop  ("WFC
Realty").  These five units were  subsequently  purchased by LON-WGI  Associates
LLC, an affiliate of First  Winthrop,  during the first quarter of 1997 for $275
per Unit (See "Transfers of Control" below).

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.  For  additional  information  with  respect to the  Partnership's
properties see "Item 2. Description of Properties".

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

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

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


<PAGE>


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.

Transfers of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of First Winthrop Corporation,  the sole shareholder of the
Managing General Partner as well as a 20.7% limited partnership  interest in the
Partnership.  Pursuant to this transaction,  the by-laws of the Managing General
Partner were amended to provide for the creation of a Residential Committee.

Pursuant to the amended and  restated  by-laws,  Insignia had the right to elect
one director to the Managing  General  Partner's Board of Directors and to cause
the Managing  General  Partner to take such actions as it deemed  necessary  and
advisable in connection with the activities of the Registrant.

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia  Properties Trust merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation. As a result, AIMCO acquired all of the rights of Insignia in and to
the limited partnership interests and the rights granted to Insignia pursuant to
the First Winthrop  Corporation  transaction.  The Managing General Partner does
not believe that this  transaction has had or will have a material effect on the
affairs and operations of the Partnership.

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>
Sunflower Apartments                    08/84     Fee ownership subject    Apartment
   Dallas, Texas                                   to a first mortgage     248 units

Ashton Ridge Apartments                 12/84     Fee ownership subject    Apartment
(formerly Meadow Wood Apartments)                  to a first mortgage     356 units
   Jacksonville, Florida

Stratford Place Apartments              12/85     Fee ownership subject    Apartment
   Gaithersburg, Maryland                          to a first mortgage     350 units

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


<PAGE>


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>
Sunflower                 $ 9,042       $ 6,256     5-25 yrs     S/L        $ 3,465
Ashton Ridge               12,933         6,581     5-25 yrs     S/L          4,388
Stratford Place            15,542         7,686     5-25 yrs     S/L          5,876
Stratford Village           9,139         4,880     5-25 yrs     S/L          2,865

   Totals                 $46,656       $25,403                             $16,594
</TABLE>

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

Schedule of Property Indebtedness:

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

                        Principal                                         Principal
                        Balance At     Stated                              Balance
                       December 31,   Interest     Period    Maturity       Due At
      Property             1999         Rate     Amortized     Date      Maturity (2)
                      (in thousands)                                    (in thousands)
Sunflower
<S>                      <C>            <C>       <C>        <C>   <C>       <C>
  1st Mortgage           $ 2,593        7.46%     360 mos.   02/11/26        $  --
Ashton Ridge
  1st Mortgage             4,103       10.00%       (1)      12/01/00        4,071
Stratford Place
  1st Mortgage             9,046        8.23%       (1)      07/01/06        7,739
Stratford Village
  1st Mortgage             5,064        7.72%     360 mos.   11/01/24           --
       Totals            $20,806                                           $11,810
</TABLE>

(1)   The principal balance is being amortized over varying periods with balloon
      payments  due  December 1, 2000 with  respect to the Ashton Ridge loan and
      July 1, 2006 with respect to the Stratford Place loan.

(2)   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.


<PAGE>


Schedule of Rental Rates and Occupancy:

Average annual rental rate and occupancy for 1999 and 1998 for each property:

                                Average Annual                Average
                                 Rental Rates                Occupancy
                                  (per unit)
Property                       1999          1998        1999        1998
Sunflower                    $ 5,921       $ 5,585        97%         98%
Ashton Ridge                   6,514         6,377        92%         86%
Stratford Place                8,080         7,625        97%         97%
Stratford Village              6,752         6,788        93%         84%

The increase at Ashton Ridge  Apartments is due to the  completion of renovation
projects at the property which enhanced the property's  curb appeal and improved
marketing  efforts.  The Managing  General  Partner  attributes  the increase in
occupancy at Stratford  Village  Apartments to increased  marketing and improved
tenant retention efforts.

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 1999 for each property are as follows:

                               1999          1999
                             Billing         Rate
                          (in thousands)
Sunflower                      $155          2.76%
Ashton Ridge                    145          2.07%
Stratford Place                 188          3.36%
Stratford Village                56          3.45%

Capital Improvements:

Sunflower  Apartments:  The  Partnership  completed  approximately  $297,000  in
capital expenditures at Sunflower Apartments as of December 31, 1999, consisting
primarily of exterior painting, roof replacement,  carpet and vinyl replacement,
parking lot upgrades,  and  structural  improvements.  These  improvements  were
funded from operating cash flow and  Partnership  reserves.  The  Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $74,400.  Additional  improvements  may be considered  and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Ashton Ridge  Apartments  (formerly  Meadow Wood  Apartments):  The  Partnership
completed  approximately  $766,000  in  capital  expenditures  at  Ashton  Ridge
Apartments  as of December  31, 1999,  consisting  primarily of carpet and vinyl
replacement, parking lot upgrades, roof replacement,  interior decoration, model
improvements, major landscaping,  fencing, cabinet replacement,  appliances, and
other building improvements.  These improvements were funded from operating cash
flow. The Partnership is currently  evaluating the capital  improvement needs of
the  property  for the  upcoming  year.  The  minimum  amount to be  budgeted is
expected  to be  $300  per  unit or  $106,800.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Stratford Place Apartments:  The Partnership completed approximately $658,000 in
capital  expenditures  at Stratford  Place  Apartments  as of December 31, 1999,
consisting  primarily  of  plumbing   replacements,   structural  upgrades,  air
conditioning unit replacements,  carpet and vinyl  replacement,  and parking lot
upgrades.  These improvements were funded from the Partnership's  operating cash
flow  and  reserves.   The  Partnership  is  currently  evaluating  the  capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $105,000. Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Stratford Village: The Partnership completed  approximately  $167,000 in capital
expenditures at Stratford Village as of December 31, 1999,  consisting primarily
of carpet and vinyl replacement,  other building  improvements,  and parking lot
upgrades.  These improvements were funded from the Partnership's  operating cash
flow  and  reserves.   The  Partnership  is  currently  evaluating  the  capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $67,200.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Item 3.     Legal Proceedings

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

Item 4.     Submission of Matters to a Vote of Partners

During the quarter ended December 31, 1999, no matter was submitted to a vote of
the unit holders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

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

The Partnership,  a publicly-held  limited  partnership,  originally sold 23,149
Limited  Partnership  Units.  As of December 31, 1999,  the number of holders of
Limited  Partnership  Units  was 894 and the  number  of units  outstanding  was
23,139.  Affiliates of the Managing General Partner owned approximately 6,474.34
Units or  approximately  27.98% at December 31,  1999.  There is no intention to
sell additional  Limited  Partnership  Units nor is there an established  public
trading market for these Units.

The following table sets forth the distributions declared by the Partnership for
the years ended December 31, 1998 and 1999:

                                                Distributions
                                                            Per Limited
                                        Aggregate        Partnership Unit

       01/01/98 - 12/31/98             $700,000 (1)           $30.25
       01/01/99 - 12/31/99              490,000 (1)            21.18

(1) Distribution  was made from cash from operations (see "Item 6.  Management's
Discussion and Analysis or Plan of Operation" for further details).

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  distribution  policy is
reviewed on a semi-annual  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 the year
2000 or subsequent periods.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these and prior tender offers,  AIMCO and its  affiliates  currently
own 6,474.34 limited partnership units in the Partnership representing 27.98% of
the outstanding units. It is possible that AIMCO or its affiliates will make one
or more additional offers to acquire additional limited partnership units in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

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

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

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

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  1999  was
approximately  $38,000 as compared to a net loss of  approximately  $173,000 for
the year ended  December 31, 1998.  The decrease in net loss is primarily due to
an increase in total revenues which is partially  offset by an increase in total
expenses.  Total  revenues  increased  primarily  due to an  increase  in rental
income. The increase in rental income is primarily  attributable to the increase
in average annual rental rates at all of the Partnership's investment properties
with the exception of Stratford  Village,  and increased  occupancy at Stratford
Village and Ashton  Ridge.  These  increases  more than  offset the  decrease in
rental rates at Stratford  Village,  the decrease in occupancy at Sunflower  and
the increase in concession costs and bad debt expense at Ashton Ridge.

Total  expenses  for 1999 as  compared to 1998  increased  due to an increase in
general and administrative expense, depreciation expense, and operating expenses
partially   offset  by  a  decrease  in  property  tax   expense.   General  and
administrative  expenses  increased  primarily due to increased  general partner
reimbursements   allowed   under  the   Partnership   Agreement   and  increased
professional fees associated with managing the Partnership. These increases were
partially  offset by reduced printing and mailing costs and reduced tax fees and
licenses.  Included in general and administrative expenses are reimbursements to
affiliates  of the  Managing  General  Partner  allowed  under  the  Partnership
Agreement associated with its management of the Partnership.  In addition, costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included.  Depreciation expense increased due to property  improvements
and  replacements   added  in  the  last  twelve  months  which  are  now  being
depreciated.  Operating expenses increased due to an increase in utility charges
at some of the  Partnership's  properties;  increased  payroll  costs at all the
Partnership's  properties;   and  increased  license  fees  at  Stratford  Place
Apartments  for  inspections  related to code  adherence.  These  increases were
partially  offset by  reduced  maintenance  expenses  due to  extensive  repairs
performed  in 1998 at the  properties  and  reduced  insurance  expense due to a
change in  insurance  carriers  late in 1998.  Property  tax  expense  decreased
primarily due to a tax refund received at Stratford  Place  Apartments for prior
year taxes and a reduced assessed value for this property for 1999.

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

Liquidity and Capital Resources

At  December  31,  1999,  the  Partnership  had  cash and  cash  equivalents  of
approximately $1,889,000 as compared to approximately $1,863,000 at December 31,
1998. The increase in cash and cash equivalents of approximately $26,000 for the
year ended December 31, 1999 is due to approximately $1,973,000 of cash provided
by  operating  activities,  which  was  substantially  offset  by  approximately
$1,073,000 of cash used in investing  activities and  approximately  $874,000 of
cash used in financing  activities.  Cash used in investing activities consisted
of property  improvements and  replacements  partially offset by net withdrawals
from escrow  accounts  maintained  by the  mortgage  lenders  and net  insurance
proceeds received.  Cash used in financing  activities  consisted of payments of
principal made on the mortgages  encumbering  the  Partnership's  properties and
distributions paid to the partners.  The Partnership invests its working capital
reserves in money market accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Partnership is currently
evaluating  the capital  improvement  needs of the  properties  for the upcoming
year.  The  minimum  amount to be  budgeted  is  expected to be $300 per unit or
$353,400.  The additional capital  expenditures will be incurred only if cash is
available from  operations  and  Partnership  reserves.  To the extent that such
budgeted capital improvements are completed, the Registrant's distributable cash
flow, if any, may be adversely affected at least in the short term.

 The Partnership's current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately $20,806,000 is amortized over varying periods with
balloon payments of approximately  $4,071,000 in December 2000 and $7,739,000 in
July 2006. Although there can be no assurance that it will be able to do so, the
Managing General Partner believes it will be able to refinance the debt maturing
in December  2000. The Managing  General  Partner will attempt to refinance such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

A cash  distribution  from  operations  of  approximately  $490,000  ($21.18 per
limited  partnership unit) was declared during the year ended December 31, 1999,
and paid in January 2000. Cash  distributions  from operations of  approximately
$700,000  ($30.25 per limited  partnership  unit) were declared  during the year
ended  December  31,  1998.  $600,000 of this  amount was paid in January  1999.
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  distribution  policy is
reviewed on a semi-annual  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 the year
2000 or subsequent periods.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these and prior tender offers,  AIMCO and its  affiliates  currently
own  6,474.34  limited   partnership  units  in  the  Partnership   representing
approximately  27.98% of the outstanding units. It is possible that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  units in the  Partnership  for cash or in exchange for units in the
operating  partnership of AIMCO.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the Units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the Managing  General  Partner and its affiliates for management
and  administrative  services  ("Managing  Agent").  Any of the Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have  recognized  a date using "00" as the year 1900  rather than the year
2000.  This could have resulted in a system failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.


<PAGE>


Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.


<PAGE>


Item 7.     Financial Statements

WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS


      Report of Independent Public Accountants - Arthur Andersen LLP

      Independent Auditors' Report - Imowitz Koenig & Co., LLP

      Consolidated Balance Sheet - December 31, 1999

      Consolidated Statements of Operations - Years ended December 31, 1999
      and 1998

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 1999 and 1998

      Consolidated Statements of Cash Flows - Years ended December 31, 1999
      and 1998

      Notes to Consolidated Financial Statements


<PAGE>


                   Report of Independent Public Accountants

To the Partners of

Winthrop Growth Investors 1 Limited Partnership:


We have audited the accompanying  consolidated  balance sheet of Winthrop Growth
Investors 1 Limited  Partnership  and its  subsidiaries as of December 31, 1999,
and the related  consolidated  statements  of  operations,  changes in partners'
(deficit)  capital and cash flows for the year ended  December 31,  1999.  These
consolidated  financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Winthrop Growth
Investors 1 Limited  Partnership  and its  subsidiaries as of December 31, 1999,
and the results of their  operations  and cash flows for the year ended December
31, 1999, in conformity with  accounting  principles  generally  accepted in the
United States.

                                                        /s/Arthur Andersen LLP
                                                  Certified Public Accountants


Denver, Colorado
March 3, 2000


<PAGE>


                          Independent Auditors' Report

The Partners

Winthrop Growth Investors 1 Limited Partnership
Greenville, South Carolina

We  have  audited  the  accompanying   consolidated  statements  of  operations,
partners'  capital  and cash  flows  of  Winthrop  Growth  Investors  1  Limited
Partnership (a limited partnership) (the "Partnership") and its subsidiaries for
the year ended December 31, 1998. These  consolidated  financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by management,  as well as evaluating  the overall  consolidated
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
Winthrop Growth  Investors 1 Limited  Partnership and its  subsidiaries  for the
year ended December 31, 1998, in conformity with generally  accepted  accounting
principles.

                                                  /s/IMOWITZ KOENIG & CO., LLP
                                                  Certified Public Accountants

New York, New York
January 13, 1999


<PAGE>



               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET

                       (in thousands, except unit data)

                                December 31, 1999

Assets
    Cash and cash equivalents                                    $  1,889
    Receivables and deposits                                          674
    Restricted escrows                                                414
    Other assets                                                    1,098
    Investment properties (Notes D and F)
      Land                                          $ 4,015
      Buildings and related personal property        42,641
                                                     46,656

      Less accumulated depreciation                 (25,403)       21,253

                                                                 $ 25,328

Liabilities and Partners' (Deficit) Capital

Liabilities
   Accounts payable                                               $   615
   Tenant security deposit liabilities                                170
   Accrued property taxes                                             139
   Distribution payable                                               490
   Other liabilities                                                  291
   Mortgage notes payable (Note D)                                 20,806

Partners' (Deficit) Capital
   General partners                                $ (1,279)
   Limited partners (23,139 units
      issued and outstanding)                         4,096         2,817

                                                                 $ 25,328

         See Accompanying Notes to Consolidated Financial Statements


<PAGE>


               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                       (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                            Years Ended December 31,
                                                                1999         1998
Revenues:
<S>                                                           <C>          <C>
   Rental income                                              $ 7,371      $ 6,932
   Other income                                                   351          346
         Total revenues                                         7,722        7,278

Expenses:
   Operating                                                    3,216        3,084
   General and administrative                                     233          178
   Depreciation                                                 2,015        1,795
   Interest                                                     1,811        1,843
   Property taxes                                                 485          551
         Total expenses                                         7,760        7,451

Net loss (Note E)                                              $  (38)      $ (173)

Net loss allocated to general partners (10%)                    $  (4)      $  (17)

Net loss allocated to limited partners (90%)                      (34)        (156)
                                                               $  (38)      $ (173)

Net loss per limited partnership unit                         $ (1.47)     $ (6.74)

Distributions per limited partnership unit                    $ 21.18      $ 30.25
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements


<PAGE>


               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>

                                       Limited
                                     Partnership   General     Limited
                                        Units     Partners    Partners      Total

<S>                                     <C>        <C>         <C>         <C>
Original capital contributions          23,149     $ 2,000     $23,149     $25,149

Partners' (deficit) capital at
   December 31, 1997                    23,139     $(1,258)    $ 5,476     $ 4,218

Net loss for the year
   ended December 31, 1998                  --         (17)       (156)       (173)

Distributions to limited partners           --          --        (700)       (700)

Partners' (deficit) capital at
   December 31, 1998                    23,139      (1,275)      4,620       3,345

Net loss for the year
   ended December 31, 1999                  --          (4)        (34)        (38)

Distributions to limited partners           --          --        (490)       (490)

Partners' (deficit) capital at
   December 31, 1999                    23,139     $(1,279)    $ 4,096     $ 2,817
</TABLE>


         See Accompanying Notes to Consolidated Financial Statements


<PAGE>


               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (in thousands)

                                                        Years Ended December 31,
                                                             1999         1998
Cash flows from operating activities:
   Net loss                                                 $ (38)       $ (173)
   Adjustments to reconcile net loss to net cash
     provided by operating activities:
      Depreciation                                           2,015        1,795
      Amortization of loan costs and deferred costs            105          116
      (Gain) loss on disposal of property                      (49)          34
      Change in accounts:
        Receivables and deposits                                36         (117)
        Other assets                                            73          (99)
        Accounts payable                                       (39)          48
        Tenant security deposit liabilities                     25           (2)
        Accrued property taxes                                (154)         164
        Other liabilities                                       (1)         (21)
          Net cash provided by operating activities          1,973        1,745

Cash flows from investing activities:
   Property improvements and replacements                   (1,431)      (1,398)
   Net withdrawals from restricted escrows                     295          359
   Net insurance proceeds received                              63           --
          Net cash used in investing activities             (1,073)      (1,039)

Cash flows from financing activities:
   Payments on mortgage notes payable                         (274)        (251)
   Distributions paid to limited partners                     (600)        (100)
          Net cash used in financing activities               (874)        (351)

Net increase in cash and cash equivalents                       26          355

Cash and cash equivalents at beginning of period             1,863        1,508

Cash and cash equivalents at end of period                 $ 1,889      $ 1,863

Supplemental disclosure of cash flow information:
   Cash paid for interest                                  $ 1,751      $ 1,773

Supplemental disclosure of non-cash activity:
   Distribution payable                                     $ 490         $ 600
   Property improvements and replacements included
     in accounts payable                                    $ 457          $ --

         See Accompanying Notes to Consolidated Financial Statements


<PAGE>




                 WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                December 31, 1999

Note A - Organization and Significant Accounting Policies

Organization: Winthrop Growth Investors 1 Limited Partnership (the "Partnership"
or  "Registrant")  was  organized  on June 20,  1983 under the  Uniform  Limited
Partnership  Act of  the  Commonwealth  of  Massachusetts  for  the  purpose  of
investing in income-producing residential, commercial and industrial real estate
properties. The general partners of the Partnership are Two Winthrop Properties,
Inc.,  a  Massachusetts   corporation  (the  "Managing  General  Partner"),  and
Linnaeus-Lexington  Associates Limited Partnership. The Managing General Partner
is wholly-owned by First Winthrop Corporation, the controlling entities of which
are  Winthrop  Financial  Associates,  A  Limited  Partnership,   and  Apartment
Investment  and  Management  Company  ("AIMCO")  (See  "Note  B  -  Transfer  of
Control").   The  Partnership  Agreement  provides  that  the  Partnership  will
terminate   December  31,  2003  unless  terminated  prior  to  such  date.  The
Partnership,  via its controlling interest in three partnerships and a trust, is
the owner of four residential  apartment  complexes  located in various parts of
the United States.

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

Principles of  Consolidation:  The  consolidated  statements of the  Partnership
include  its  99%,  99.9%  and  99.98%  general  partnership  interests  in  DEK
Associates,  Meadow  Wood  Associates  and  Stratford  Place  Investors  Limited
Partnership, respectively. Additionally, the Partnership is the 100% beneficiary
of the Stratford Village Realty Trust. All significant interpartnership balances
have been eliminated.  In addition, due to the cumulative minority interest loss
exceeding minority interest capital, the Partnership recorded 100% of the losses
in 1999 and 1998.

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

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

Cash and Cash  Equivalents:  Includes  cash on hand,  in banks and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

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.

<PAGE>

Investment Properties:  Investment  properties,  which consist of four apartment
complexes,  are stated at cost.  Acquisition  fees are  capitalized as a cost of
real estate.  In accordance  with "Statement of Financial  Accounting  Standards
("SFAS") No. 121,  Accounting  for the  Impairment of Long-Lived  Assets and for
Long-Lived Assets to be Disposed of", the Partnership  records impairment losses
on long-lived assets used in operations when events and  circumstances  indicate
that the assets might be impaired and the  undiscounted  cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.
No  adjustments  for  impairment  of value were  recorded in either of the years
ended December 31, 1999 or 1998.

Loan Costs: Loan costs of approximately $945,000, less accumulated  amortization
of  approximately  $541,000 are included in other assets and are being amortized
on  a  straight-line   basis  over  the  lives  of  the  respective  loans.  The
amortization of loan costs is included in interest expense.

Deferred  Costs:   Costs  related  to  the  acquisition  of  the  properties  of
approximately   $1,187,000,   less  accumulated  amortization  of  approximately
$641,000, 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 (1)
for real property over 18 years for additions  after March 15, 1984,  and before
May 9, 1985, and 19 years for additions  after May 8, 1985 and before January 1,
1987, and (2) for personal  property over 5 years for additions prior to January
1, 1987. As a result of the Tax Reform Act of 1986, for additions after December
31, 1986, the alternative  depreciation  system is used for  depreciation of (1)
real property over 40 years and (2) personal property additions over 5-20 years.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In addition,
the Managing  General  Partner's  policy is to offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

Restricted  Escrows:  In relation to the mortgages at all four  properties,  the
mortgage  lenders have  required a  "replacement  reserve"  for certain  capital
improvements. At December 31, 1999, the balance was approximately $414,000.

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 establishes  standards
for related disclosures about products and services, geographic areas, and major
customers. See "Note H" for required disclosure.

Advertising:  Advertising costs of approximately $106,000 in 1999 and $101,000
in 1998 are  charged to expense as  incurred  and are  included  in  operating
expense.

<PAGE>

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 amount of its financial  instruments  (except  long-term debt)
approximates  their  fair  value  due  to  the  short  term  maturity  of  these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance.

Reclassification:  Certain  reclassifications  have  been  made  to  the  1998
information to conform to the 1999 presentation.

Note B - Transfer of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of First Winthrop Corporation,  the sole shareholder of the
Managing General Partner as well as a 20.7% limited partnership  interest in the
Partnership.  Pursuant to this transaction,  the by-laws of the Managing General
Partner were amended to provide for the creation of a Residential Committee.

Pursuant to the amended and  restated  by-laws,  Insignia had the right to elect
one director to the Managing  General  Partner's Board of Directors and to cause
the Managing  General  Partner to take such actions as it deemed  necessary  and
advisable in connection with the activities of the Registrant.

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia  Properties Trust merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation. As a result, AIMCO acquired all of the rights of Insignia in and to
the limited partnership  interest and the rights granted to Insignia pursuant to
the First Winthrop  Corporation  transaction.  The Managing General Partner does
not believe that this  transaction has had or will have a material effect on the
affairs and operations of the Partnership.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates during the years ended December 31, 1999
and 1998:

                                                  1999        1998
                                                   (in thousands)
Property management fees (included in             $383        $362
  operating expenses)
Reimbursement for services of affiliates
  (included in investment properties,
  operating expenses and general and
  administrative expenses)                         162          76


During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner  were  entitled  to  5% of  gross  receipts  from  all  of  the
Partnership's  investment  properties as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$383,000  and  $362,000  during  the years  ended  December  31,  1999 and 1998,
respectively.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $162,000 and
$76,000 for the years ended December 31, 1999 and 1998, respectively.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these and prior tender offers,  AIMCO and its  affiliates  currently
own 6,474.34 limited partnership units in the Partnership representing 27.98% of
the outstanding units. It is possible that AIMCO or its affiliates will make one
or more additional offers to acquire additional limited partnership units in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

Note D - Mortgage Notes Payable

The principle 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                 1999       Interest      Rate        Date        Maturity
                          (in thousands)                               (in thousands)
Sunflower
<S>                    <C>           <C>          <C>       <C>   <C>      <C>
  1st Mortgage         $ 2,593       $    19      7.46%     02/11/26       $    --
Ashton Ridge
  (formerly
  Meadow Wood)
  1st Mortgage           4,103            37     10.00%     12/01/00         4,071
Stratford Place
  1st Mortgage           9,046            75      8.23%     07/01/06         7,739
Stratford Village
  1st Mortgage           5,064            38      7.72%     11/01/24            --
                       $20,806       $   169                               $11,810
</TABLE>

The mortgage  notes  payable are  non-recourse  and are secured by pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment properties. The mortgage encumbering the Sunflower Apartments property
is subject to a prepayment  penalty if the loan is prepaid prior to February 11,
2006.  The mortgage  encumbering  the  Stratford  Place  Apartments  property is
subject to a prepayment penalty if the loan is paid prior to maturity.  Further,
the  Partnership's  investment  properties  may not be sold  subject to existing
indebtedness.  Although there can be no assurance that it will be able to do so,
the Managing  General  Partner  believes it will be able to  refinance  the debt
maturing in December 2000.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 1999, are as follows (in thousands):

       2000             $ 4,365
       2001                 284
       2002                 307
       2003                 333
       2004                 360
    Thereafter           15,157
                        $20,806

Note E - Income Taxes

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

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

                                                       1999        1998
Net loss - financial statements                        $ (38)    $  (173)
Differences resulted from:
   Depreciation and amortization                         (25)        (26)
   Other                                                 (62)         72
Net loss - income tax method                          $ (125)     $ (127)

Taxable loss per limited partnership unit
   outstanding after giving effect to the
   allocation to the general partner                  $(4.86)    $ (5.49)


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

Net assets as reported                                $ 2,817
Land and buildings                                        129
Accumulated depreciation                               (4,789)
Other                                                     544
Net liabilities - Federal tax basis                   $(1,299)


<PAGE>


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

                                                  Initial Cost
                                                 To Partnership
                                                 (in thousands)
                                                        Buildings          Cost
                                                       And Related     Capitalized
                                                         Personal     Subsequent to
Description                  Encumbrances      Land      Property      Acquisition
                            (in thousands)                            (in thousands)

<S>                            <C>           <C>         <C>             <C>
Sunflower                      $ 2,593       $ 1,624     $ 5,938         $ 1,480
Ashton Ridge                     4,103           690       8,988           3,255
Stratford Place                  9,046         1,368      11,978           2,196
Stratford Village                5,064           333       7,918             888

          Totals               $20,806       $ 4,015     $34,822         $ 7,819
</TABLE>



<TABLE>
<CAPTION>

                    Gross Amount At Which Carried
                        At December 31, 1999
                           (in thousands)
                              Buildings
                                 And
                              Personal             Accumulated     Date    Depreciable
Description           Land    Property    Total    Depreciation  Acquired   Life-Years
                                                  (in thousands)

<S>                 <C>        <C>       <C>         <C>           <C>         <C>
Sunflower           $ 1,624    $ 7,418   $ 9,042     $ 6,256       08/84       5-25
Ashton Ridge            690     12,243    12,933       6,581       12/84       5-25
Stratford Place       1,368     14,174    15,542       7,686       12/85       5-25
Stratford Village       333      8,806     9,139       4,880       02/86       5-25

      Totals        $ 4,015    $42,641   $46,656     $25,403
</TABLE>

<PAGE>

Reconciliation of Real Estate and Accumulated Depreciation:


                                            Years Ended December 31,
                                              1999             1998
                                                 (in thousands)
Real Estate
Balance at beginning of year               $44,801          $43,474
   Property improvements                     1,888            1,398
   Property dispositions                       (33)             (71)
Balance at end of year                     $46,656          $44,801

Accumulated Depreciation
Balance at beginning of year               $23,407          $21,649
   Additions charged to expense              2,015            1,795
   Property dispositions                       (19)             (37)
Balance at end of year                     $25,403          $23,407


The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  1999  and  1998 is  approximately  $47,785,000  and  $44,927,000,
respectively.  Accumulated  depreciation  for  Federal  income tax  purposes  at
December  31,  1999 and 1998,  is  approximately  $30,192,000  and  $28,250,000,
respectively.

Note G- Distributions

A cash  distribution  from  operations  of  approximately  $490,000  ($21.18 per
limited  partnership unit) was declared during the year ended December 31, 1999,
and paid in January 2000. Cash  distributions  from operations of  approximately
$700,000  ($30.25 per limited  partnership  unit) were declared  during the year
ended December 31, 1998, $600,000 of this amount was paid in January 1999.

Note H - Segment Information

Description  of the types of products  and  services  from which the  reportable
segment  derives its  revenues:  The  Partnership  has one  reportable  segment:
residential properties.  The Partnership's residential property segment consists
of four  apartment  complexes  in Alabama,  Florida,  Maryland,  and Texas.  The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less.

Measurement  of segment profit or loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the  reportable  segment  are the  same as those  described  in the  summary  of
significant accounting policies.

Factors management used to identify the Partnership's  reportable  segment:  The
Partnership's  reportable  segment consists of investment  properties that offer
similar  products and services.  Although each of the investment  properties are
managed  separately,  they have been aggregated into one segment as they provide
services with similar types of products and customers.

<PAGE>

Segment information for the years 1999 and 1998 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related items
and income and expense not allocated to the reportable segment.

1999                                     Residential     Other      Totals

Rental income                              $ 7,371       $  --     $ 7,371
Other income                                   333          18         351
Interest expense                             1,811          --       1,811
Depreciation                                 2,015          --       2,015
General and administrative expense              --         233         233
Segment income (loss)                          177        (215)        (38)
Total assets                                24,252       1,076      25,328
Capital expenditures for investment
  properties                                 1,888          --       1,888

1998

                                         Residential    Other       Totals
Rental income                              $ 6,932       $  --     $ 6,932
Other income                                   331          15         346
Interest expense                             1,843          --       1,843
Depreciation                                 1,795          --       1,795
General and administrative expense              --         178         178
Segment (loss)                                 (10)       (163)       (173)
Total assets                                24,611       1,341      25,952
Capital expenditures for investment
  properties                                 1,398          --       1,398


Note I- Legal Proceedings

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

<PAGE>

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

Effective  December 8, 1999,  the  Registrant  dismissed  its prior  Independent
Auditors,  Imowitz  Koenig  & Co.,  LLP  ("Imowitz")  and  retained  as its  new
Independent  Auditors,  Arthur  Andersen LLP.  Imowitz's  Independent  Auditors'
Report on the  Registrant's  financial  statements  for the calendar  year ended
December 31, 1998 did not contain an adverse opinion or a disclaimer of opinion,
and was not qualified or modified as to  uncertainty,  audit scope or accounting
principles.  The  decision to change  Independent  Auditors  was approved by the
Managing General  Partner's  directors.  During the calendar year ended 1998 and
through December 8, 1999, there were no disagreements between the Registrant and
Imowitz on any matter of accounting principles or practices, financial statement
disclosure,  or auditing scope of procedure which  disagreements if not resolved
to the  satisfaction  of Imowitz,  would have caused it to make reference to the
subject matter of the disagreements in connection with its reports.

Effective  December 8, 1999, the Registrant  engaged Arthur  Andersen LLP as its
Independent Auditors. During the last two calendar years and through December 8,
1999, the  Registrant  did not consult Arthur  Andersen LLP regarding any of the
matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-B.

<PAGE>

                                    PART III

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

Winthrop  Growth  Investors  1  Limited   Partnership   (the   "Partnership"  or
"Registrant") has no officers or directors.  Two Winthrop Properties,  Inc. (the
"Managing  General  Partner")  manages  and  controls  substantially  all of the
Partnership's  affairs and has general  responsibility and ultimate authority in
all matters affecting its business.

As of December 31, 1999,  the names of the directors  and executive  officers of
the Managing  General Partner their ages and the nature of all positions held by
each of them, are as follows:

        Name            Age    Position

Patrick J. Foye         42    Vice President - Residential and Director

Martha L. Long          40    Senior Vice President and Controller - Residential

Michael L. Asner        47    Chief Executive Officer and Director

Peter Braverman         48    Executive Vice President and Director

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

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

Michael L. Ashner has been the Chief  Executive  Officer of  Winthrop  Financial
Associates, A Limited Partnership ("WFA") and the Managing General Partner since
January 15, 1996.  From June 1994 until January 1996, Mr. Ashner was a Director,
President and Co-chairman of National  Property  Investors,  Inc., a real estate
investment company ("NPI"). Mr. Ashner was also a Director and executive officer
of NPI Property Management  Corporation ("NPI Management") from April 1984 until
January  1996. In addition,  since 1981 Mr. Ashner has been  President of Exeter
Capital  Corporation,  a firm which has organized and  administered  real estate
limited partnerships.

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

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Form 5 and amendments  thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years.

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, 1999.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 1999.

Entity                               Number of Units       Percentage

AIMCO Properties LP                      6,474.34            27.98%
  (an affiliate of AIMCO)

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

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

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates during the years ended December 31, 1999
and 1998:

                                                     1999       1998
                                                     (in thousands)
Property management fees                             $383       $362
Reimbursement for services of affiliates              162         76


During the years ended  December 31, 1999 and 1998,  affiliates  of the Managing
General  Partner,  were  entitled  to 5% of  gross  receipts  from  all  of  the
Partnership's  investment  properties as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$383,000  and  $362,000  during  the years  ended  December  31,  1999 and 1998,
respectively.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $162,000 and
$76,000 for the years ended December 31, 1999 and 1998, respectively.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these and prior tender offers,  AIMCO and its  affiliates  currently
own 6,474.34 limited partnership units in the Partnership representing 27.98% of
the outstanding units. It is possible that AIMCO or its affiliates will make one
or more additional offers to acquire additional limited partnership units in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.


<PAGE>


Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

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

      (b)   Reports on Form 8-K filed during the fourth quarter of calendar year
            1999:

            Current  Report on Form 8-K  dated  December  10,  1999 and filed on
            December 14, 1999, disclosing the dismissal of Imowitz Koenig & Co.,
            LLP as the Registrant's certifying accountant and the appointment of
            Arthur Andersen LLP as the certifying accountants for the year ended
            December 31, 1999.


<PAGE>


                                   SIGNATURES

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

                                    WINTHROP GROWTH INVESTORS 1 LIMITED
                                    PARTNERSHIP

                                    By:   Two Winthrop Properties, Inc.
                                          Managing General Partner

                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Vice President - Residential

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

                                      Date:

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

/s/Patrick J. Foye            Vice President - Residential        Date:
Patrick J. Foye               and Director


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

<PAGE>


               WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                                  Exhibit Index

Exhibit Number    Description of Exhibit

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

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

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

      10 (a)      Documents related to Sunflower Apartments property

      10 (b)      Documents  relating  to Meadow Wood  Apartments  property in
                  Jacksonville, Florida

      10 (c)      Documents relating to Stratford Village Apartments  property
                  in Montgomery, Alabama

      10 (d)      Amendment  Number One to the Joint Venture  Agreement of DEK
                  Associates Joint Venture, dated October 7, 1988 (Sunflower)

      10 (e)      Meadow  Wood   Winthrop   Associates   Limited   Partnership
                  Certificate and Agreement filed on December 1, 1988

      10 (f)      Management  Agreement between Winthrop Management and Meadow
                  Wood dated February 1, 1990

      10 (g)      Management  Agreement  between  Stratford Place and Winthrop
                  Management dated January 1, 1990

      10 (h)      Management   Agreement   between   Sunflower   and  Winthrop
                  Management dated April 1, 1990

      16 (i)      Letter dated September 19, 1996 from Arthur Andersen LLP

      16.1(i)     Letter dated December 14, 1999, from Imowitz Koenig & Co.,
                  LLP regarding its concurrence  with the statements made by the
                  Registrant.

      27          Financial Data Schedule.

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

      (a)         Filed  as  an  exhibit  to  the  Registrant's   Registration
                  Statement on Form S-11, File No. 2-84760,  and  incorporated
                  herein by reference.

      (b)         Files as an exhibit to the Registrant's Current Report on Form
                  8-K  dated  March  17,  1986,  and   incorporated   herein  by
                  reference.

      (c)         Filed as an exhibit to the Registrant's  Annual Report on Form
                  8-K for the year ended  December  31, 1989,  and  incorporated
                  here in by reference.

      (d)         Filed as an exhibit to the Registrant's Current Report on Form
                  8-K filed on September  6, 1995,  and  incorporated  herein by
                  reference.

      (e)         Filed as an exhibit to the Registrant's  Annual Report on Form
                  10-K for the year ended  December 31, 1994,  and  incorporated
                  here in by reference.

      (f)         Filed as an exhibit to the Registrant's  Annual Report on Form
                  10-K for the year ended  December 31, 1995,  and  incorporated
                  herein by reference.

      (g)         Filed as an exhibit to the Registrant's Current Report on Form
                  8-K dated  September  19,  1996,  and  incorporated  herein by
                  reference.

      (h)         Filed as an exhibit to the Registrant's  Annual Report on Form
                  10-KSB for the year ended December 31, 1998, and  incorporated
                  herein by reference.

      (i)         Filed as an exhibit to the Registrant's Current Report on Form
                  8-K  dated  December  10,  1999,  and  incorporated  herein by
                  reference.

<PAGE>

                                   Exhibit 99

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

1.    Statement of Cash Available for Distribution:


                                     Three Months Ended       Year Ended
                                      December 31, 1999    December 31, 1999
                                                 (in thousands)

Net loss                                   $  (203)              $  (38)
Add:
   Amortization expense                         23                  105
   Depreciation expense                        610                2,015
Less cash from (to) reserves                    60               (1,592)

Cash available for distribution             $  490                $ 490
Distributions allocated to
   limited partners                         $  490                $ 490


2.    Fees and other  compensation  paid or  accrued by the  Partnership  to the
      general partners, or their affiliates,  during the year ended December 31,
      1999:

    Entity Receiving                        Form of
      Compensation                        Compensation                  Amount

General Partners         Interest in Cash Available for Distribution    $  --

Affiliates of the        Property Management Fee                        $ 383
Managing General
Partner

Affiliates of the        Reimbursement for Services                     $ 162
Managing General
Partner