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, 2002

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

                    For the transition period from _________to _________

                         Commission file number 2-84760

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

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

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $6,080,000

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, 2002. 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.  The discussions of the Partnership's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Partnership's  business and results of  operations.  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   Partnership  and   interpretations   of  those
regulations;  the  competitive  environment in which the  Partnership  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;  and
possible  environmental   liabilities.   Readers  should  carefully  review  the
Partnership's  financial  statements and the notes thereto,  as well as the risk
factors  described in the documents the Partnership files from time to time with
the Securities and Exchange Commission.

                                     PART I

Item 1.     Description of Business

Winthrop  Growth  Investors  1  Limited   Partnership   (the   "Partnership"  or
"Registrant")  was organized  under the Uniform  Limited  Partnership Act of the
Commonwealth  of  Massachusetts  on June 20,  1983  for the  purpose  of  owning
income-producing residential,  commercial and industrial properties. The general
partners of the Partnership are Two Winthrop  Properties,  Inc., a Massachusetts
corporation (the "Managing General Partner"), and Linnaeus-Lexington  Associates
Limited  Partnership.  The Managing  General  Partner is  wholly-owned  by First
Winthrop Corporation, a Delaware corporation ("First Winthrop"), the controlling
entities  of which are  Winthrop  Financial  Associates,  A Limited  Partnership
("WFA"), and Apartment  Investment and Management Company ("AIMCO"),  a publicly
traded real estate investment trust. The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2003. The Managing  General  Partner
is  currently  working to extend the  expiration  date and  expects to have this
completed during 2003.

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

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

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

Risk Factors

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

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

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

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

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

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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

Item 2.     Description of Properties:

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

<TABLE>
<CAPTION>

                                      Date of           Type of
             Property                Purchase      Type of Ownership          Use

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

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

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

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

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

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              $14,044       $ 8,657     5-40 yrs     S/L        $ 3,809
Stratford Place            16,347         9,765     5-40 yrs     S/L          4,672

   Totals                 $30,391       $18,422                             $ 8,481
</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               2002         Rate    Amortized    Date     Maturity (1)
                          (in thousands)                                 (in thousands)
Ashton Ridge Apartments
<S> <C>                        <C>          <C>       <C>       <C>   <C>     <C>
    1st Mortgage               $ 5,794      7.31%     240 mos.  01/01/21      $ --
Stratford Place
  Apartments
    1st Mortgage                 8,528      8.23%     120 mos.  07/01/06       7,739
          Totals               $14,322                                       $ 7,739
</TABLE>

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

Schedule of Rental Rates and Occupancy:

Average annual rental rates and occupancy for 2002 and 2001 for each property:

<TABLE>
<CAPTION>

                                        Average Annual                Average
                                         Rental Rates                Occupancy
                                   (per unit)
Property                               2002         2001         2002         2001
<S>                                  <C>           <C>            <C>          <C>
Ashton Ridge Apartments              $ 7,080       $ 6,946        96%          95%
Stratford Place Apartments             9,701         9,287        96%          97%
</TABLE>

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 2002 for each property are as follows:

                                         2002          2002
                                         Taxes         Rate
                                    (in thousands)
Ashton Ridge Apartments                  $ 145         1.96%
Stratford Place Apartments                 182         1.21%

Capital Improvements:

Ashton Ridge Apartments

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$371,000  for  capital   improvements   consisting   primarily   of   structural
improvements,  floor covering and appliance replacements,  building improvements
related  to   reconstruction   from  casualties,   and  air  conditioning   unit
replacements.  These  improvements  were  funded  from  operating  cash flow and
insurance  proceeds.   The  Partnership  is  currently  evaluating  the  capital
improvement  needs of the property  for the upcoming  year and expects to budget
approximately  $107,000.  Additional  improvements  may be  considered  and will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

Stratford Place Apartments

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$270,000 for capital  improvements  consisting  primarily of exterior  painting,
structural  improvements,   and  water  heater,  floor  covering  and  appliance
replacements.  These  improvements  were  funded  from  operating  cash flow and
replacement  reserves.  The  Partnership  is  currently  evaluating  the capital
improvement  needs of the property  for the upcoming  year and expects to budget
approximately  $105,000.  Additional  improvements  may be  considered  and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Stratford Village Apartments

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$64,000  for  capital  improvements   consisting  primarily  of  floor  covering
replacements,  major landscaping and plumbing  enhancements.  These improvements
were funded from operating cash flow. This property was sold in November 2002.

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, 2002, no matter was submitted to a vote of
the unitholders through the solicitation of proxies or otherwise.

                                     PART II

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

The Partnership,  a publicly-held  limited  partnership,  originally sold 23,149
Limited  Partnership  Units  (the  "Units").   As  of  December  31,  2002,  the
Partnership  had 662  holders of record  owning an  aggregate  of 23,139  Units.
Affiliates of the Managing General Partner owned  approximately  10,413.25 Units
or  approximately  45.00% at December  31,  2002.  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,  2002 and 2001  (see  "Item 6.
Management's Discussion and Analysis or Plan of Operation" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
       01/01/01 - 12/31/01            $3,301,000 (1)         $138.64
       01/01/02 - 12/31/02            $5,102,000 (2)         $216.99
       01/01/03 - 01/31/03            $ 300,000 (3)          $ 12.97

(1)   Distributions  consisted of approximately  $1,893,000 from the refinancing
      proceeds  of Ashton  Ridge  Apartments  in  December  2000,  approximately
      $97,000  from the  remaining  sale  proceeds of  Sunflower  Apartments  in
      December 2000 and approximately $1,311,000 from operations.  Approximately
      $3,208,000  was  distributed  to limited  partners  and the balance to the
      Managing  General  Partner in accordance with the terms of the Partnership
      Agreement.

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

(3)   Distributions  consisted of approximately  $300,000 of remaining  proceeds
      from the sale of  Stratford  Village  Apartments  in November  2002 all of
      which was distributed to the limited partners.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital  expenditures  to permit any  distributions  to its partners in the year
2003 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 10,413.25 limited partnership units
in the Partnership  representing 45.00% of the outstanding Units at December 31,
2002. 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 of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  Although  the  Managing  General  Partner owes
fiduciary  duties to the  limited  partners  of the  Partnership,  the  Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2002  was
approximately  $5,912,000  compared to net income of approximately  $166,000 for
the year ended December 31, 2001. The increase in net income is primarily due to
the gain realized on the sale of Stratford Village  Apartments in 2002 partially
offset by a loss on early extinguishment of debt also related to the sale.

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

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation on the statement of operations.  As a result of the sale
of Stratford  Village  Apartments to an unrelated third party,  the accompanying
consolidated statements of operations have been restated as of December 31, 2001
to reflect  the  operations  of  Stratford  Village  Apartments  as income  from
discontinued operations.

The Partnership  recognized income from continuing operations for the year ended
December 31, 2002 of approximately  $807,000  compared to income from continuing
operations of  approximately  $115,000 for the year ended December 31, 2001. The
increase in income from continuing  operations is attributable to an increase in
total revenues and a decrease in total expenses.  The increase in total revenues
for the year ended  December  31, 2002 was due to  increases in rental and other
income as well as net casualty gains recorded at Ashton Ridge Apartments  during
the year ended December 31, 2002 for fire and wind damage. During September 2001
wind  damage  occurred  at  Ashton  Ridge  Apartments.  A net  casualty  gain of
approximately  $12,000  was  recorded  which was the  result of the  receipt  of
insurance proceeds of approximately  $37,000,  net of the write off of net fixed
assets of  approximately  $25,000.  During April 2002 there was a fire at Ashton
Ridge  Apartments  that damaged eight  apartment  units.  A net casualty gain of
approximately  $63,000  was  recorded  which was the  result of the  receipt  of
insurance proceeds of approximately $89,000 net of the write off of fixed assets
of  approximately  $26,000.  The total cost to  restore  the  damaged  units was
approximately   $149,000.  The  Managing  General  Partner  expects  to  receive
additional  insurance  proceeds  of  approximately  $43,000  once  the  work  is
completed.

Rental  income  increased as a result of an increase in average  rental rates at
Ashton  Ridge and  Stratford  Place  Apartments  and an increase in occupancy at
Ashton  Ridge  Apartments.  Other  income  increased  due to  increased  utility
reimbursements  and late  charges at both of the  Partnership's  properties  and
increased  laundry  income  primarily  at  Stratford  Place  Apartments.   These
increases were partially  offset by reduced interest income due to lower average
cash balances in interest bearing accounts.

The decrease in total  expenses  for the year ended  December 31, 2002 is due to
decreases  in  operating,  interest  and  general  and  administrative  expenses
partially  offset by an increase in depreciation  expense.  Property tax expense
remained  relatively  constant.  Operating  expenses  decreased as a result of a
decrease  in property  expenses  and  maintenance  expenses.  Property  expenses
decreased as a result of a decrease in utility charges and employee salaries and
related  benefits at Ashton Ridge and Stratford  Place  Apartments.  Maintenance
expenses  decreased  due to  decreases  in building  improvements  and  contract
services at Stratford  Place  Apartments.  Also  contributing to the decrease in
maintenance  expense is an increase in the  capitalization of certain direct and
indirect  project costs,  primarily  payroll related costs, at the property (see
"Item 7. Financial Statements,  Note A - Organization and Significant Accounting
Policies.")  Interest expense  decreased due to principal  payments made against
mortgage loans at the Partnership's  properties.  Depreciation expense increased
due to property  improvements  and  replacements  placed into service during the
past twelve months which are now being depreciated at Stratford Place and Ashton
Ridge Apartments.

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

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,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,504,000 as compared to approximately  $768,000 at December 31,
2001. The increase in cash and cash  equivalents of  approximately  $736,000 for
the year ended  December  31, 2002 is due to  approximately  $8,703,000  of cash
provided by investing  activities and approximately  $2,390,000 of cash provided
by operating activities, which was partially offset by approximately $10,357,000
of cash used in financing  activities.  Cash  provided by  investing  activities
consisted of proceeds from the sale of Stratford Village Apartments, the receipt
of insurance  proceeds  and net  withdrawals  from  restricted  escrow  accounts
maintained  by the mortgage  holder of  Stratford  Place  Apartments,  partially
offset  by  property  improvements  and  replacements.  Cash  used in  financing
activities consisted of payments of principal made on the mortgages  encumbering
the Partnership's properties,  distributions paid to the partners,  repayment of
the  mortgages  as a result  of the sale of  Stratford  Village  Apartments  and
repayment  of  advances  from  affiliates  partially  offset  by  advances  from
affiliates.  The Partnership  invests its working  capital  reserves in interest
bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Managing General Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming  year and  expects  to  budget  approximately  $212,000  for all of the
Partnership's investment properties. The additional capital expenditures will be
incurred only if cash is available from operations and replacement  reserves. To
the  extent  that  such  budgeted  capital   improvements  are  completed,   the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

 The  Partnership's  assets are thought to be sufficient for any near-term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness of approximately $14,322,000 is amortized over varying periods. The
mortgage  indebtedness  encumbering  Ashton Ridge  Apartments  of  approximately
$5,794,000  has a  maturity  date of  January  2021 at  which  time  the loan is
scheduled  to be fully  amortized.  The  mortgage  encumbering  Stratford  Place
Apartments 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 such maturity date. If the property
cannot be refinanced or sold for a sufficient  amount, the Partnership will risk
losing such property through foreclosure.

 Pursuant to the Partnership Agreement, the term of the Partnership is scheduled
to expire on December  31,  2003.  The  Managing  General  Partner is  currently
working to extend the expiration date and expects to have this completed  during
2003.

The Partnership distributed the following amounts during the year ended December
31, 2002 and 2001 (in thousands except per unit data):

<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2002             Unit             2001             Unit
<S>                    <C>              <C>              <C>               <C>
Operations             $1,372           $ 55.79          $  1,311          $ 52.64

Refinancing (1)            --                --             1,893            81.81

Sale                    3,730 (3)        161.20                97 (2)         4.19
                       $5,102           $216.99          $  3,301          $138.64
</TABLE>

(1)   From the  remaining  undistributed  refinancing  proceeds of Ashton  Ridge
      Apartments in December 2000.

(2)   From the remaining  undistributed sale proceeds of Sunflower Apartments in
      December 2000.

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

Subsequent  to December  31,  2002,  the  Partnership  declared  and paid to the
limited partners a distribution of approximately  $300,000 or $12.97 per limited
partnership  unit. The  distribution  was paid from remaining  proceeds from the
sale of Stratford Village 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 that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital  expenditures  to permit any  distributions  to its partners in the year
2003 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 10,413.25 limited partnership units
(the "Units") in the Partnership representing 45.00% of the outstanding Units at
December  31,  2002.  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 of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing  General  Partner.  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
Managing  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  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  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. All
balances outstanding over 30 days are fully reserved. The Partnership will offer
rental  concessions  during  particularly  slow  months or in  response to heavy
competition from other similar complexes in the area. Concessions are charged to
income as incurred.

Item 7.     Financial Statements


WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

      Consolidated Statements of Operations - Years ended December 31, 2002 and
        2001

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 2002 and 2001

      Consolidated  Statements of Cash Flows - Years ended December 31, 2002 and
        2001

      Notes to Consolidated Financial Statements


             Report of Ernst & Young LLP, Independent Auditors



To the Partners of
Winthrop Growth Investors 1 Limited Partnership:


We have audited the accompanying  consolidated  balance sheet of Winthrop Growth
Investors  1 Limited  Partnership  as of  December  31,  2002,  and the  related
consolidated  statements of operations,  changes in partners' (deficit) capital,
and cash flows for the two years in the period ended  December  31, 2002.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Winthrop Growth
Investors 1 Limited  Partnership  at December  31,  2002,  and the  consolidated
results  of its  operations  and its cash flows for each of the two years in the
period  ended  December  31,  2002  in  conformity  with  accounting  principles
generally accepted in the United States.

As discussed in Note A to the  consolidated  financial  statements,  in 2002 the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  144,
"Accounting  for the Impairment or Disposal of Long-Lived  Assets" and Statement
of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4,
44 and 64." As a result, the accompanying  consolidated financial statements for
2001,  referred  to above,  have been  restated  to conform to the  presentation
adopted 2002 in accordance with accounting  principles generally accepted in the
United States.


                                                            /s/Ernst & Young LLP



Greenville, South Carolina
February 14, 2003

                      WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
    Cash and cash equivalents                                                $ 1,504
    Receivables and deposits, net of allowance of $53                            490
    Restricted escrows                                                           140
    Other assets                                                                 473
    Investment properties (Notes D and G)
      Land                                                      $ 2,058
      Buildings and related personal property                    28,333
                                                                 30,391
      Less accumulated depreciation                             (18,422)      11,969

                                                                             $14,576
Liabilities and Partners' Capital (Deficit)

Liabilities
   Accounts payable                                                           $ 149
   Tenant security deposit liabilities                                           177
   Other liabilities                                                             218
   Mortgage notes payable (Note D)                                            14,322

Partners' Deficit
   General partners                                              $ (51)
   Limited partners (23,139 units
      issued and outstanding)                                      (239)        (290)

                                                                             $14,576

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2002         2001
                                                                            (Restated)
Revenues:
<S>                                                             <C>          <C>
   Rental income                                                $ 5,511      $ 5,315
   Other income                                                     494          354
   Casualty gain (Note E)                                            75           --
         Total revenues                                           6,080        5,669

Expenses:
   Operating                                                      2,074        2,290
   General and administrative                                       247          326
   Depreciation                                                   1,450        1,423
   Interest                                                       1,165        1,184
   Property taxes                                                   337          331
         Total expenses                                           5,273        5,554

Income from continuing operations                                   807          115
(Loss) income from discontinued operations (Note A)                (387)          51
Gain on sale of discontinued operations (Note C)                  5,492           --
         Net income                                             $ 5,912       $ 166

Net income allocated to general partners                        $ 1,005        $ 17
Net income allocated to limited partners                          4,907          149

         Net income (Note F)                                    $ 5,912       $ 166

Per Limited Partnership Unit:
   Income from continuing operations                            $ 31.39       $ 4.45
   (Loss) income from discontinued operations                    (15.05)         1.99
   Gain on sale of discontinued operations                       195.73           --

Net income per limited partnership unit                          $212.07      $ 6.44

Distributions per limited partnership unit                      $216.99      $138.64

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

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



<TABLE>
<CAPTION>

                                       Limited
                                     Partnership   General     Limited
                                        Units     Partners    Partners      Total

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

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

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

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

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

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

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

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

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                         Years Ended December 31,
                                                             2002         2001
Cash flows from operating activities:
<S>                                                        <C>            <C>
   Net income                                              $ 5,912        $ 166
   Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation                                           1,854         1,859
      Amortization of loan costs and deferred costs              9            86
      Casualty gain                                            (75)           --
      Gain on sale of discontinued operations               (5,492)           --
      Loss on early extinguishment of debt
         of discontinued operations                            300            --
      Change in accounts:
        Receivables and deposits                               (70)          (25)
        Other assets                                            12            15
        Accounts payable                                       (61)         (157)
        Tenant security deposit liabilities                     15            12
        Accrued property taxes                                 (56)           56
        Other liabilities                                       42          (105)
          Net cash provided by operating activities          2,390         1,907

Cash flows from investing activities:
   Net proceeds from sale of investment property             9,214            --
   Property improvements and replacements                     (705)         (813)
   Insurance proceeds received                                 126            --
   Net withdrawals from restricted escrows                      68            51
          Net cash provided by (used in) investing
             activities                                      8,703          (762)

Cash flows from financing activities:
   Advances from affiliates                                      4           130
   Payments on advances from affiliates                         (4)         (130)
   Payments on mortgage notes payable                         (410)         (375)
   Repayment of mortgage notes payable                      (4,845)           --
   Distributions to partners                                (5,102)       (3,301)
          Net cash used in financing activities            (10,357)       (3,676)

Net increase (decrease) in cash and cash equivalents           736        (2,531)

Cash and cash equivalents at beginning of year                 768         3,299

Cash and cash equivalents at end of year                   $ 1,504        $ 768

Supplemental disclosure of cash flow information:
   Cash paid for interest                                  $ 1,521       $ 1,512

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                December 31, 2002


Note A - Organization and Significant Accounting Policies

Organization  and Basis of  Presentation:  Winthrop  Growth  Investors 1 Limited
Partnership (the  "Partnership" or "Registrant")  was organized on June 20, 1983
under the Uniform Limited  Partnership Act of the  Commonwealth of Massachusetts
for the purpose of investing in  income-producing  residential,  commercial  and
industrial real estate  properties.  The general partners of the Partnership are
Two  Winthrop  Properties,  Inc., a  Massachusetts  corporation  (the  "Managing
General Partner"),  and Linnaeus-Lexington  Associates Limited Partnership.  The
Managing  General  Partner is wholly-owned  by First Winthrop  Corporation,  the
controlling  entities  of which are  Winthrop  Financial  Associates,  A Limited
Partnership,  and Apartment  Investment  and  Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust. The Partnership Agreement provides
that the  Partnership  will terminate  December 31, 2003. Not  withstanding  the
requirement to begin liquidation on December 31, 2003,  management has presented
the accompanying financial statements on the ongoing concern basis of accounting
as the Managing  General  Partner is currently  working to extend the expiration
date and expects to have this completed  during 2003. 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,
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.
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 for the Brighton
Crest Joint Venture in 2002.

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

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

Cash and Cash Equivalents:  Cash and cash equivalents  includes cash on hand and
in banks.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits. Cash balances include approximately $1,432,000 at
December 31, 2002 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in a cash concentration account.

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

Investment  Properties:  Investment  properties,  which consist of two apartment
complexes,  are stated at cost.  Expenditures in excess of $250 that maintain an
existing asset which has a useful life of more than one year are  capitalized as
capital replacement  expenditures and depreciated over the estimated useful life
of the asset.  Expenditures  for ordinary  repairs,  maintenance  and  apartment
turnover  costs are  expensed as  incurred.  In  accordance  with  Statement  of
Financial  Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived  Assets" the Partnership  records impairment losses on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the carrying amounts of those assets. No
adjustments  for  impairment of value were recorded in either of the years ended
December 31, 2002 or 2001. See "Recent Accounting Pronouncements" below.

During 2001, AIMCO, an affiliate of the Managing General Partner, commissioned a
project to study process improvement ideas to reduce operating costs. The result
of  the  study  led to a  re-engineering  of  business  processes  and  eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased capitalization of such costs by approximately $68,000 in 2002 compared
to 2001.

Loan Costs: Loan costs of approximately $303,000, less accumulated  amortization
of approximately  $186,000, are included in other assets and are being amortized
using the  straight-line  method  over the lives of the  respective  loans.  The
amortization of loan costs is included in interest expense. Amortization expense
is expected to be  approximately  $25,000 for each of the years 2003,  2004, and
2005, $15,000 in 2006, and $5,000 in 2007.

Deferred  Costs:   Costs  related  to  the  acquisition  of  the  properties  of
approximately $740,000, less accumulated amortization of approximately $496,000,
are included in other assets and are being amortized over 25 years.

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

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  The  Partnership  recognizes  income as earned on its leases and fully
reserves  all  balances  outstanding  over 30 days.  In  addition,  the Managing
General Partner's policy is to offer rental concessions during particularly slow
months or in response to heavy  competition from other similar  complexes in the
area. Concessions are charged against rental income as incurred.

Restricted  Escrows: In relation to the mortgages at Stratford Place Apartments,
the mortgage  lenders have required a "replacement  reserve" for certain capital
improvements. At December 31, 2002, the balance was approximately $140,000.

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  $66,000 in 2002 and $52,000 in
2001 are charged to expense as incurred and are included in operating expense.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying amounts of its financial  instruments  (except long-term debt)
approximate  their  fair  values  due  to  the  short  term  maturity  of  these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt  at the
Partnership's incremental borrowing rate is approximately $15,402,000.

Recent  Accounting  Pronouncements:  Effective  January 1, 2002, the Partnership
adopted Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived  Assets",  which established  standards for
the way that public business  enterprises  report  information  about long-lived
assets that are either being held for sale or have  already been  disposed of by
sale or other means.  The standard  requires  that results of  operations  for a
long-lived  asset that is being held for sale or has already been disposed of be
reported as a discontinued operation on the statement of operations. As a result
of the sale of Stratford  Village  Apartments to an unrelated  third party,  the
accompanying  consolidated  statements  of  operations  have been restated as of
December 31, 2001 to reflect the operations of Stratford  Village  Apartments as
income from discontinued operations.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the accompanying consolidated statements of operations reflect the loss on early
extinguishment of debt at Stratford Village Apartments in operations rather than
as an extraordinary item.

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $392,000 and $424,000 during the years ended December 31, 2002 and
2001,  respectively,  which is included in  operating  expenses  and income from
discontinued operations.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $203,000 and $268,000 for the
years  ended  December  31,  2002 and 2001,  respectively  which is  included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of  approximately  $37,000 and $59,000
for the years ended December 31, 2002 and 2001,  respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  certain
additions to investment properties.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General  Partner  advanced  the  Partnership  approximately  $4,000 and $130,000
during the years ended December 31, 2002 and 2001, respectively.  These advances
were repaid  during  2002 and 2001,  respectively.  Interest  was charged at the
prime  rate plus 2% and  amounted  to  approximately  $1,000  for the year ended
December 31, 2001. The interest  expense on the loan to the  Partnership  during
the year ended December 31, 2002, amounted to less than $1,000.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$113,000 and $105,000,  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 10,413.25 limited partnership units
in the Partnership  representing 45.00% of the outstanding Units at December 31,
2002. 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 of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  Although  the  Managing  General  Partner owes
fiduciary  duties to the  limited  partners  of the  Partnership,  the  Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Note C - Sale of Investment Property

On November 27, 2002,  Stratford Village  Apartments was sold to an unaffiliated
third party for  approximately  $9,514,000.  After  closing  costs and  expenses
related  to  the  sale,  the  net  proceeds  received  by the  Partnership  were
approximately  $9,214,000.  The  Partnership  realized  a gain  on the  sale  of
investment  property of  approximately  $5,492,000  during the fourth quarter of
2002. The Partnership also recognized a loss on the early extinguishment of debt
of  approximately  $300,000  as a result of the write  off of  unamortized  loan
costs, and is included in loss from discontinued  operations in the accompanying
consolidated statement of 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                 2002       Interest      Rate        Date        Maturity
                          (in thousands)                               (in thousands)
Ashton Ridge
 Apartments
<S>                    <C>           <C>          <C>       <C>   <C>      <C>
  1st Mortgage         $ 5,794       $    48      7.31%     01/01/21       $    --
Stratford Place
 Apartments
  1st Mortgage           8,528            75      8.23%     07/01/06         7,739
                       $14,322       $   123                               $ 7,739
</TABLE>

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

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2002, are as follows (in thousands):

       2003              $  363
       2004                 393
       2005                 424
       2006               8,065
       2007                 214
    Thereafter            4,863
                        $14,322

Note E - Casualty Gain

During  the  year  ended   December  31,  2002,   there  was  casualty  gain  of
approximately $12,000 recorded at Ashton Ridge Apartments related to wind damage
in September 2001. This gain was the result of the receipt of insurance proceeds
of  approximately  $37,000,  net  of  the  write  off of  net  fixed  assets  of
approximately  $25,000.  During  April  2002  there was a fire at  Ashton  Ridge
Apartments  that  damaged  eight  apartment   units.  A  net  casualty  gain  of
approximately  $63,000  was  recorded  which was the  result of the  receipt  of
insurance proceeds of approximately $89,000 net of the write off of fixed assets
of  approximately  $26,000.  The total cost to  restore  the  damaged  units was
approximately   $149,000.  The  Managing  General  Partner  expects  to  receive
additional  insurance  proceeds  of  approximately  $43,000  once  the  work  is
completed.

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):

                                                       2002        2001
Net income as reported                               $ 5,912     $   166
Differences resulted from:
   Depreciation and amortization                         295         211
   Gain from property sale                               971          --
   Other                                                 183        (238)
Federal taxable income                               $ 7,361     $   139
Federal taxable income per limited partnership
 unit                                                $276.44     $  5.40

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

Net liabilities as reported                         $  (290)
Land and buildings                                      110
Accumulated depreciation                             (3,597)
Other                                                   118
Net liabilities - Federal tax basis                 $(3,659)

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        $ 5,794        $ 690      $ 8,988         $ 4,366
Stratford Place
  Apartments                     8,528         1,368      11,978           3,001
          Totals               $14,322       $ 2,058     $20,966         $ 7,367
</TABLE>

                    Gross Amount At Which Carried
                        At December 31, 2002
                           (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     $13,354   $14,044     $ 8,657       12/84       5-40
Stratford Place
  Apartments          1,368     14,979    16,347       9,765       12/85       5-40
      Totals        $ 2,058    $28,333   $30,391     $18,422
</TABLE>

Reconciliation of real estate and accumulated depreciation:

                                            Years Ended December 31,
                                              2002             2001
                                                 (in thousands)
Real Estate
Balance at beginning of year               $39,426          $38,613
   Property improvements                       705              813
   Property dispositions                    (9,740)              --
Balance at end of year                     $30,391          $39,426

Accumulated Depreciation
Balance at beginning of year               $22,764          $20,905
   Additions charged to expense              1,854            1,859
   Property dispositions                    (6,196)              --
Balance at end of year                     $18,422          $22,764

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002  and  2001 is  approximately  $30,500,000  and  $39,556,000,
respectively.  Accumulated  depreciation  for  Federal  income tax  purposes  at
December  31,  2002 and  2001,  is  approximately  $22,019,000  and  $27,803,000
respectively.

Note H - Subsequent Distribution

Subsequent  to December  31,  2002,  the  Partnership  declared  and paid to the
limited partners a distribution of approximately  $300,000 or $12.97 per limited
partnership  unit. The  distribution  was paid from remaining  proceeds from the
sale of Stratford Village in November 2002.

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.

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

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, 2002,  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         45     Vice President - Residential and Director

Thomas C. Novosel       44     Senior Vice President and Controller-Residential

Michael L. Ashner       50     Chief Executive Officer and Director

Peter Braverman         51     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 AIMCO  since  May 1998,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the Managing  General  Partner  since April 1, 2002.  Mr.  Novosel has served as
Senior Vice  President and Chief  Accounting  Officer of AIMCO since April 2000.
From October 1993 until he joined  AIMCO,  Mr.  Novosel was a partner at Ernst &
Young LLP, where he served as the director of real estate advisory  services for
the  southern  Ohio  Valley  area  offices  but did not work on any  assignments
related to AIMCO or the Partnership.

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. Since August 19, 2002, Mr. Ashner has also served as the Chief
Executive Officer of Shelbourne Properties I Inc., Shelbourne Properties II Inc.
and Shelbourne Properties III Inc. (collectively, the "Shelbourne REITs"), three
publicly traded real estate investment  trusts. Mr. Ashner currently serves as a
director of each of the Shelbourne REITs, Great Bay Hotel and Casino,  Inc., and
NBTY, Inc.

Peter  Braverman  has  been a Vice  President  of WFA and the  Managing  General
Partner since January 1996. Since August 19, 2002, Mr. Braverman has also served
as the Executive Vice President of each of the Shelbourne  REITs.  Mr. Braverman
serves as a director of the Shelbourne REITs.

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.

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

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

The executive  officers and directors of the Managing General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and directors of the Managing  General Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 for filing  with the  Securities  and  Exchange
Commission.

The Managing  General  Partner has  appointed  Ernst & Young LLP as  independent
auditors to audit the consolidated  financial  statements of the Partnership for
2003.  Fees  for 2002  were  annual  audit of  $32,000  and  non-audit  services
(principally  tax-related) of $14,000.  In addition,  the Partnership paid their
former auditors $1,000 for audit services.

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, 2002.

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, 2002.

Entity                               Number of Units       Percentage

Apartment Investment and                 4,872.34            21.06%
   Management Company
AIMCO Properties LP                      5,540.91            23.94%
  (an affiliate of AIMCO)

Apartment Investment and Management Company's business address is Stanford Place
3, 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

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

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

Item 12.    Certain Relationships and Related Transactions

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

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $392,000 and $424,000 during the years ended December 31, 2002 and
2001,  respectively,  which is included in  operating  expenses  and income from
discontinued operations.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $203,000 and $268,000 for the
years  ended  December  31,  2002 and 2001,  respectively  which is  included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the Managing General Partner of  approximately  $37,000 and $59,000
for the years ended December 31, 2002 and 2001,  respectively.  The construction
management  service  fees  are  calculated  based  on a  percentage  of  certain
additions to investment properties.

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General  Partner  advanced  the  Partnership  approximately  $4,000 and $130,000
during the years ended December 31, 2002 and 2001, respectively.  These advances
were repaid  during  2002 and 2001,  respectively.  Interest  was charged at the
prime  rate plus 2% and  amounted  to  approximately  $1,000  for the year ended
December 31, 2001. The interest  expense on the loan to the  Partnership  during
the year ended December 31, 2002, amounted to less than $1,000.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$113,000 and $105,000,  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 10,413.25 limited partnership units
in the Partnership  representing 45.00% of the outstanding Units at December 31,
2002. 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 of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Managing  General  Partner.  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 and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached

      (b) Reports on Form 8-K filed during the fourth  quarter of calendar  year
                2002:

            Current  Report on Form 8-K  dated  November  27,  2002 and filed on
            December  24,  2002   disclosing  the  sale  of  Stratford   Village
            Apartments to B&M Management  Company,  LLC, an unrelated  party for
            $9,514,000.

Item 14.    Controls and Procedures

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, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                   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/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Vice President and
                                          Chief Accounting Officer - Residential

                                    Date: March 31, 2003

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


/s/Patrick J. Foye      Vice President - Residential        Date: March 31, 2003
Patrick J. Foye         and Director


/s/Thomas C. Novosel    Vice President and                  Date: March 31, 2003
Thomas C. Novosel       Chief Accounting Officer - Residential

                                  CERTIFICATION


I, Patrick J. Foye, 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  annual  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 annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 31, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Vice   President   -   Residential   of  Two
                                    Winthrop Properties,  Inc.,  equivalent  of
                                    the chief executive officer of the
                                    Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, 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  annual  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 annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 31, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Vice  President  -  Residential   and  Chief
                                    Financial Officer of Two Winthrop
                                    Properties, Inc., equivalent of the chief
                                    financial officer of the Partnership

                      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.

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

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

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

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

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

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

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

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

      10.16       Financing Statement - Exhibit B for Meadow Wood Associates

      10.17       Multifamily Note - Exhibit C for Meadow Wood Associates

      10.18       Limited Guaranty - Meadow Wood Associates

          10.19Consolidation,  Extension  and  Modification  Agreement  - Meadow
               Wood Associates

      10.20       Replacement Reserve Agreement

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

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

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

          99.2 Certification  of Chief  Executive  Officer  and Chief  Financial
               Officer.

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, 2002    December 31, 2002
                                                 (in thousands)

Net income                                 $ 5,252              $ 5,912
Add:
   Amortization expense                         (2)                   9
   Depreciation expense                        437                1,854
Less cash to reserves                       (1,779)              (2,673)
Cash available for distribution            $ 3,908              $ 5,102
Distributions allocated to
   limited partners                        $ 3,908              $ 5,102

2.    Fees and other  compensation  paid or  accrued by the  Partnership  to the
      general partners, or their affiliates,  during the year ended December 31,
      2002:

    Entity Receiving                        Form of
      Compensation                        Compensation                    Amount

General Partners         Interest in Cash Available for Distribution       $  81

Affiliates of the        Property Management Fee                           $ 392
Managing General
Partner

Affiliates of the        Reimbursement for Services                        $ 203
Managing General
Partner




Exhibit 99.2


                          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, 2002
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  Patrick J. Foye, as the equivalent of the chief executive officer of
the Partnership, and Paul J. McAuliffe, 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/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 31, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 31, 2003

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