<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                       of Securities Exchange Act of 1934

                                                               Commission File
For the fiscal year ended December 31, 2003                    Number 0-20273
                          -----------------                           -------

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------
        (Exact name of small business issuer as specified in its charter)


              Delaware                                 04-6613783
      -----------------------               ------------------------------------
      (State of organization)               (I.R.S. Employee Identification No.)

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts       02114
-----------------------------------------------------------------       -----
(Address of principal executive offices)                             (Zip  Code)

Registrant's telephone number including area code: (617) 570-4600
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

Securities registered pursuant to Section 12(g) of the Act:

                     Investor Limited Partnership Interests
                     --------------------------------------
                                (title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of 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]

Registrant's revenues for its most recent fiscal year were $11,853,000

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>

     Certain matters discussed herein are forward-looking statements. We have
based these forward-looking statements on our current expectations and
projections about future events. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should,"
"estimates," or "anticipates," or the negative thereof or other variations
thereof or comparable terminology. All forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our actual
transactions, results, performance or achievements to be materially different
from any future transactions, results, performance or achievements expressed or
implied by such forward- looking statements. Although we believe the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that our expectations will be
attained or that any deviations will not be material. We disclaim any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this annual report on Form 10-KSB to
reflect any change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

                                     PART I

Item 1.   Business.

Organization
------------

     1999 Broadway Associates Limited Partnership (the "Registrant") is a
Delaware limited partnership which was formed pursuant to a Certificate of
Limited Partnership filed on January 10, 1989 with the Secretary of State of the
State of Delaware for the sole purpose of investing in and operating a 42-story
office tower located at 1999 Broadway, Denver, Colorado (the "Office Tower"),
together with a parking garage located one and one-half blocks northeast of the
Office Tower at 2099 Welton Street, (the "Parking Garage", and together with the
Office Tower, collectively, the "Property"), by acquiring a 99.9% beneficial
interest in 1999 Broadway Partnership, formerly known as 1999 Broadway Joint
Venture (the "Operating Partnership"), a Delaware general partnership which owns
and operates the Property. In connection with the refinancing of the mortgage
encumbering the Property, 1999 Broadway Partnership transferred its interest in
the Property to 1999 Broadway LLC, a Delaware limited liability company (the
"Operating Company"), the members of which are the Operating Partnership and
1999 Broadway, Inc., a Delaware corporation, the sole shareholder of which is
the Operating Partnership. See "Item 2. Description of Properties" below. The
general partner of the Registrant is Winthrop Financial Associates, A Limited
Partnership, a Maryland limited partnership ("WFA" or the "General Partner").
WFA is a real estate investment company in the business of providing asset and
property management services and providing other financial and leasing services.

     The Property has a heavy concentration of tenants in the technology and
telecommunications industries, both of which have been experiencing severe
decline. Notably, Lucent Technologies, which leases in excess of 10% of the
Property, has vacated its space and is

                                       2
<PAGE>

marketing it for sublease. Although its lease is not scheduled to expire until
2005 and Lucent continues to make the required lease payments, Lucent has been
experiencing financial difficulties for the past few years. Accordingly, it is
possible that if these financial difficulties continue, Lucent could stop making
lease payments. Further, Encoda (formerly JDS Columbine) has placed two floors
of its space in the sublease market. Because of the recent decline in the Denver
real estate market, the Partnership may be unable to find a new tenant or
tenants at rental rates sufficient to generate cash flow sufficient to meet its
debt service obligations.

     The Registrant was initially capitalized with contributions totaling
$999.00 from WFA and $1.00 from its initial limited partner, WFC Realty Co.,
Inc. ("WFC Realty"), a Massachusetts corporation and an affiliate of WFA. As of
July 3, 1990 and pursuant to Memorandum, the Registrant completed its offering
of 460 units of limited partnership interests (collectively, the "Units") in a
private placement pursuant to Regulation D under the Securities Act of 1933, as
amended, raising a total of $46,356,905 in capital contributions from limited
partners (collectively, "Limited Partners").

     Beginning in 1996, the Operating Partnership engaged in a comprehensive
leasing program at the Property. In connection therewith, the Operating
Partnership entered into leases (the "New Leases") during the second half of
1997 for approximately 166,000 square feet of office space at the Office Tower.
In addition, new leases covering 57,521 square feet were entered into during
1998. As a result, since implementation of the comprehensive leasing program,
leases covering 223,521 square feet or approximately 35% of the total square
footage at the Office Tower have been entered into. In order to fund required
tenant improvements under the New Leases, reduce existing indebtedness and
provide working capital, the General Partner determined that it was necessary to
increase the Registrant's equity by means of an offering (the "Offering") of
subscription rights (the "Rights") to Limited Partners to purchase preferred
partnership interests (the "Preferred Units"). The Registrant filed offering
materials with the Securities and Exchange Commission and commenced the offering
during the fourth quarter of 1997. As a result of the offering, the Registrant
received approximately $10,695,000 in net proceeds.

     In connection with the Offering, the Registrant's Partnership Agreement was
amended to provide that the Registrant's annual cash flow would be distributed:
(i) first to the holders of Preferred Units in an amount in cash equal to a
cumulative, non-compounded preferred annual return of 12% on such holders
invested capital of $23,250 per Preferred Unit (the "Annual Return"); (ii)
second, 99% to the Limited Partners and 1% to the General Partner until Limited
Partners have received a 6% per annum cumulative, non-compounded return on their
invested capital; and (iii) third, 97% to Limited Partners and 3% to the General
Partner until Limited Partners have received a return of their invested capital;
and (iv) thereafter, 70% to Limited Partners and 30% to the General Partner. In
addition to its Annual Return, each Preferred Unit is entitled to receive from
all Non-Terminating Capital Transactions (as defined in the Registrant's
Partnership Agreement) a distribution equal to the greater of (i) $46,500 (200%
of an investor's original preferred invested capital) or (ii) an amount equal to
$23,250 together with a cumulative, compounded return thereon of 15%. As a
result of the refinancing of the Property in October 2000 and the Registrant's
subsequent distribution to Preferred Unitholders on November 1, 2000

                                       3
<PAGE>

of $11,713,714 ($25,464.60 per unit), the priority distribution was satisfied
and the Preferred Units were retired. See "Insert 2, Description of
Property-Property Information".

     The Operating Partnership, a Delaware general partnership, was formed on
September 28, 1988 for the purpose of acquiring the Property and improving and
operating the Property. The other general partner of the Operating Partnership
is 1999 Broadway Partners L.P., a Delaware limited partnership (the "Minority
Partner") whose general partner is WFA and whose limited partner is WFC Realty.
Initially, the Registrant and the Minority Partner each held a 50% partnership
interest in the Operating Partnership. As the Registrant raised capital in
excess of $23,000,000 from Limited Partners, it contributed such additional
capital to the Operating Partnership, increasing its percentage interest to
99.9% and reducing the Minority Partner's interest to 0.1%.

     The Registrant's sole business is investing as a 99.9% owner of beneficial
interests in the Operating Partnership. In turn, the Operating Partnership's
sole business was, until October 20, 2000, owning the Property. Effective,
October 20, 2000, the Operating Partnership transferred the Property to the
Operating Company and acquired a 100% interest in the Operating Company on a
fully-diluted basis.

Employees
---------

     The Registrant has no employees. Services are performed for the Registrant
and the Operating Partnership by their respective general partners and the
agents retained by them.

Property Management
-------------------

     The Operating Partnership retained as its property manager Kestrel
Management, L.P. ("Kestrel Management"), an affiliate of WFA. Kestrel Management
provides day-to-day management services for the Property, including collection
of rents, supervision and maintenance of the Property, supervising its leasing
agent, preparing property tax filings and reports and bookkeeping. For its
services, Kestrel Management receives a management fee equal to 5% of gross
revenues from the operation of the Property. The Operating Partnership has
engaged Insignia/ESG as the Office Tower's exclusive leasing agent for new
tenants (an affiliate of WFA remains as the Office Tower's agent for existing
tenants).

Competition
-----------

     The real estate business is highly competitive and the Property has active
competition from similar properties in the vicinity. The Registrant is also
competing for potential buyers with respect to the ultimate sale of the
Property. See "Item 6, Management's Discussion and Analysis or Plan of
Operation."

                                       4
<PAGE>

Item 2. Description of Property.

     The Registrant has no properties other than its interest in the Operating
Partnership. The Operating Partnership, through its 100% ownership interest in
the Operating Company, owns the fee simple interest to the Office Tower and
Parking Garage described below.

     The Office Tower. The Office Tower is a premium quality 42-story limestone
and reflective glass office building situated on a 36,299 square foot triangular
site in downtown Denver, Colorado. It was designed by C.W. Fentress &
Associates, P.C., developed by the Lawder Corporation and constructed by Hensel
Phelps Construction Company. Construction was completed in March 1985. The site,
including the Office Tower and the adjacent Holy Ghost Church (the "Church"),
constitutes the entire city block bounded by California on the north, Broadway
on the east, Welton on the south and 19th Street on the west. The Operating
Partnership does not own the Church building or the land directly underlying the
Church. The 36,299 square foot site (excluding the Church) includes an open,
landscaped grass and tree-lined plaza surrounding the Church and finished in
african green granite.

     The Office Tower contains 635,737 net rentable square feet with a typical
floor size of 17,350 net rentable square feet. The Office Tower includes 36
floors of office space (floors 5-28 and 31-43) and four floors housing
mechanical and electrical facilities (floors 3-4 and 29-30), a mezzanine level
dedicated to retail space with additional retail space in the lobby and on the
31st floor. The Office Tower also contains a 55-space sublevel parking garage,
of which 7 spaces are deeded to the Church.

     The Parking Garage. The Parking Garage is located one and one-half blocks
northeast of the Office Tower on a 25,000 square foot rectangular parcel at 2099
Welton Street, and is improved by an eight-story, 663-space, 197,000 square foot
concrete parking facility. The Parking Garage, which is built with concrete
columns and floors on a concrete slab, consists of eight covered levels and a
roof level served by two traction elevators. The Parking Garage includes a
garage manager's office, a cashier's booth and a small restroom. Twenty-four
hour security is provided at the Parking Garage and there is a card access
system which is integrated with the system at the garage at the Office Tower.

Property Information
--------------------

     The Property has a heavy concentration of tenants in the technology and
telecommunications industries, both of which have been experiencing severe
decline. Notably, Lucent Technologies, which leases approximately 12% of the
Property, has vacated its space and is marketing it for sublease. Although its
lease is not scheduled to expire until 2005 and Lucent continues to make the
required lease payments, Lucent has been experiencing financial difficulties for
the past few years. Accordingly, it is possible that if these financial
difficulties continue, Lucent could stop making lease payments. Further, Encoda
(formerly JDS Columbine) has placed two floors of its space in the sublease
market. Because of the recent decline in the Denver real estate market, the
Partnership may be unable to find a new tenant or tenants at rental rates
sufficient to generate cash flow to meet its debt service obligations.

                                       5
<PAGE>

     The following table sets forth the average annual occupancy rate and rent
per square foot for the Property for the years ended December 31, 2003 and 2002.

                                                             Average
       Year                 Occupancy                      Rent/Sq. Ft.
       ----                 ---------                      ------------
       2003                   88.0%                           $18.95
       2002                   86.4%                           $19.30

     The increase in occupancy is attributable to the leasing of space
previously vacated by tenants that the Property.

     The following chart sets forth certain information concerning lease
expirations (assuming no renewals) for the Property:

<TABLE>
<CAPTION>

               Number of         Aggregate sq/ft.
               Tenants whose     Covered by           2003 Rental for       Percentage of Total
               Leases Expire     Expiring Leases      Leases Expiring (1)   Annualized Rental (1)
               -------------     ---------------      -------------------   ---------------------
<S>           <C>                <C>                   <C>                  <C>
2004              13                   111,700           $1,996,391                19.57%
2005               6                    78,640           $1,710,216                16.77%
2006               4                    28,543             $679,060                 6.66%
2007               3                    15,650             $299,382                 2.94%
2008               5                   155,238           $2,797,837                27.43%
2009               1                     3,517                   $0                    0%
2010               3                   126,333           $2,477,677                24.29%
2011               1                    34,678             $788,598                 7.31%
2012               0                        --                   --                    --
2013               0                        --                   --                    --
</TABLE>

(1) Based on actual base rent as of December 31, 2003.

     The following table sets forth those tenants at the Office Tower that, as
of December 31, 2003, occupied more than 10% of the rentable square footage at
the Office Tower, the square feet occupied, the average rent per square feet for
such tenant and the expiration of such tenants lease.

<TABLE>
<CAPTION>

                                                                         Sq. Ft. Rented           Rent/       Lease
Tenant                                              Business              (% of total)           Sq. Ft.      Expiration
------                                              --------              ------------           -------      ----------
<S>                                         <C>                          <C>                    <C>          <C>
Encoda (formerly J.D.S. Columbine)(1)      Software Systems               100,420(16%)           $15.80        12/31/08
Lucent Technologies(1)                     Communications Technology       72,979(12%)           $21.00        12/31/05
GSA Department of Labor                    Government Services             73,584(12%)           $20.15        11/30/10
</TABLE>

                                       6
<PAGE>

(1) Encoda and Lucent have both vacated their respective space at the Property
and are seeking to sublet their space. Both Encoda and Lucent continue to pay
their rent.

     The following table sets forth information relating to the mortgage loan
encumbering the Office Tower and Parking Garage.

<TABLE>
<CAPTION>
                                                 Principal Repayment        Interest
Original Balance       Balance at 12/31/03          for 2004                 Rate              Maturity
----------------       -------------------          --------                 ----              --------
<S>                    <C>                       <C>                       <C>               <C>
$50,000,000                $48,774,000              $455,000                 7.97%            11/1/2010
</TABLE>

At maturity, a balloon payment of approximately $44,725,000 plus accrued
interest will be due. In addition to the monthly debt service payment, the
Partnership is required to pay $169,389 monthly for escrow and reserve accounts.

     Set forth below is a table showing the carrying value, accumulated
depreciation and federal tax basis (in thousands) of the Property as of December
31, 2003.

      Carrying    Accumulated                                    Federal Tax
       Value      Depreciation        Rate        Method            Basis
       -----      ------------        ----        ------            -----

    $54,847,000   $28,019,000       7-35 yrs        S/L          $40,416,000

     The realty tax rate and realty taxes paid for the Property in 2003 were
$64.162/1,000 and $958,345 respectively.

Competition
-----------

            As noted under "Item 1, Description of Business", the real estate
industry is highly competitive. The Property of the Registrant is subject to
competition from other office buildings in the area.

Capital Improvements
--------------------

     No significant capital improvements are planned in the near future for the
Property other than tenant improvements which are necessary to the leasing-up of
the Property. In this regard, the Operating Partnership expended approximately
$2,369,000 in 2003 in connection with the tenant improvements and leasing
commissions required under new leases. The Operating Partnership has budgeted
approximately $3,000,000 for tenant improvements and leasing commissions at the
Property in 2004. These budgeted capital improvements are principally for tenant
improvements and leasing commissions.

                                       7
<PAGE>

Insurance
---------

     In the opinion of the Registrant, the Property is adequately insured.

Item 3. Legal Proceedings.

     To the best of the General Partner's knowledge, there are no material
pending legal proceedings to which the Registrant is a party or of which any of
their property is the subject.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted to a vote of security holders during the period
covered by this report.



                                       8
<PAGE>

                                     PART II

Item 5. Market Price for Common Equity and Related Stockholder Matters.

     There is no established public trading market for Units in the Registrant.
Trading in Units is sporadic and occurs through private transactions. As of
March 1, 2004, there were approximately 429 holders of 460 Units.

     The following table sets forth distributions made by the Registrant to its
Limited Partners during the years ended December 31, 2003 and 2002.

                          Aggregate            Per Unit
                          ---------            --------
          2002             $66,000             $141.73
          2003                  --                  --

See "Item 6, Management's Discussion and Analysis or Plan of Operation," for
further information relating to Registrant's future distributions.

     Affiliates of the General Partner own a total of 57.3375 Units representing
approximately 12.46% of the total Units. A number of these Units were acquired
pursuant to a tender offer made by an affiliate of the General Partner. It is
possible that this affiliate may make additional offers in the future.

     Over the past few years many companies have begun making "mini-tenders"
(offers to purchase an aggregate of less than 5% of the total outstanding units)
for limited partnership interests in the Registrant. Pursuant to the rules of
the Securities and Exchange Commission, when a tender offer is commenced for
Units the Registrant is required to provide limited partners with a statement
setting forth whether it believes limited partners should tender or whether it
is remaining neutral with respect to the offer. Unfortunately, although the
Securities and Exchange Commission has stated that a copy of any offer should be
sent by the bidder to the Partnership, the rules of the Securities and Exchange
Commission do not require that the bidders in certain tender offers provide the
Registrant with a copy of their offer. As a result, the General Partner often
does not become aware of such offers until shortly before they are scheduled to
expire or even after they have expired. Accordingly, the General Partner does
not have sufficient time to advise you of its position on the tender. In this
regard, please be advised that pursuant to the discretionary right granted to
the General Partner of your partnership in the Partnership Agreement to reject
any transfers of units, the General Partner will not permit the transfer of any
Unit in connection with a tender offer unless: (i) the Registrant is provided
with a copy of the bidder's offering materials, including amendments thereto,
simultaneously with their distribution to the limited partners; (ii) the offer
provides for withdrawal rights at any time prior to the expiration date of the
offer and, if payment is not made by the bidder within 60 days of the date of
the offer, after such 60 day period; and (iii) the offer must be open for at
least 20 business days and, if a material change is made to the offer, for at
least 10 business days following such change.

                                       9
<PAGE>

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

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

Liquidity and Capital Resources
-------------------------------

     The Registrant, through its effectively 99.9% ownership interest in 1999
Broadway LLC (the "Operating Company"), owns a 42-story office tower located in
Denver, Colorado together with a parking garage located one and one-half blocks
northeast of the office tower (collectively, the "Property"). The Operating
Company generates rental revenue from the Property and is responsible for the
Property's operating expenses as well as its administrative costs.

     The Registrant's level of liquidity based on cash and cash equivalents
decreased by $673,000 for the year ended December 31, 2003, as compared to
December 31, 2002. The decrease is due to $2,034,000 of cash used in investing
activities and $430,000 of cash used for mortgage principal payments (financing
activities), which were partially offset by $1,791,000 of cash provided by
operating activities. Net cash used in investing activities consisted of
$1,755,000 of cash used for improvements to real estate, primarily tenant
improvements, and $614,000 of cash expended on leasing costs and commissions,
which were slightly offset by a $335,000 net refund from restricted cash
accounts. In April 2003, the Registrant received reimbursement of approximately
$900,000 in cash from the restricted cash accounts held by the lender as a
result of tenant improvements performed at the property over the past year. The
Property is approximately 88% leased as of December 31, 2003 as compared to 86%
at December 31, 2002. At December 31, 2003, the Registrant had $1,619,000 in
cash and cash equivalents, of which approximately $1,359,000 was invested
primarily in money market mutual funds.

     The Partnership's only significant critical accounting policy relates to
the evaluation of the fair value of real estate. The Partnership evaluates the
need for an impairment loss on its real estate assets when indicators of
impairment are present and the undiscounted cash flows are not sufficient to
recover the asset's carrying amount. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The evaluation of
the fair value of real estate is an estimate that is susceptible to change and
actual results could differ from those estimates.

     None of the recently issued accounting standards had an effect on the
Partnership's consolidated financial statements.

                                       10
<PAGE>

     The Property has a heavy concentration of tenants in the technology and
telecommunications industries, both of which have been experiencing severe
decline. Notably, Lucent Technologies, which leases in excess of 11% of the
Property, has vacated its space and is marketing it for sublease. Although its
lease is not scheduled to expire until 2005 and Lucent continues to make the
required lease payments, Lucent has been experiencing financial difficulties for
the past few years. Accordingly, it is possible that if these financial
difficulties continue, Lucent could stop making lease payments. Further, Encoda
(formerly JDS Columbine) has placed two floors of its space in the sublease
market. Because of the recent decline in the Denver real estate market, the
Partnership may be unable to find a new tenant or tenants at rental rates
sufficient to generate cash flow in excess of its debt service obligations.

     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 Property to adequately maintain the physical assets
and the other operating needs of the Operating Company. Such assets are
currently thought to be sufficient for any near-term and long-term needs of the
Operating Company. The Partnership anticipates expending approximately
$3,000,000 on capital improvements to the Property during 2004. During the year
ended December 31, 2003, the Partnership made no distributions to the partners.

     The Registrant could be affected by declining economic conditions as a
result of various factors that affect the real estate business including the
financial condition of tenants, competition, and increased operating costs,
including insurance costs.

     At this time, it appears that the original investment objective of capital
growth from the inception of the Registrant will not be attained and that the
limited partners will not receive a complete return of their invested capital.
The extent to which invested capital is refunded to the limited partners is
dependent upon the performance of the Property and the market in which it is
located.

RESULTS OF OPERATIONS
---------------------

     Net loss for the year ended December 31, 2003 was $163,000 as compared to a
net loss of $340,000 for the year ended December 31, 2002. The decrease in net
loss was due to an increase in operating income and a decrease in interest
expense, partially offset by a decrease in interest income. Operating results,
before non-operating income (expense) improved by $169,000 for the year ended
December 31, 2003, as compared to 2002, due to a decrease in expenses of
$454,000 which was partially offset by a decrease in revenues of $285,000.

     Revenue decreased by $285,000 for the year ended December 31, 2003, as
compared to 2002, due to decreases in other income of $157,000 and rental income
of $128,000. Other income decreased due to a decrease in volume of other
billable services provided by the Property, including the Garage operation.
Rental income decreased due to a decrease in rental rates which was partially
offset by an increase in occupancy.

                                       11
<PAGE>

     Expenses decreased by $454,000 for the year ended December 31, 2003, as
compared to 2002, primarily due to decreases in operating expenses ($62,000),
payroll and payroll expense reimbursements ($47,000), general and administrative
costs ($64,000), amortization ($127,000), and depreciation ($329,000). These
decreases were slightly offset by increases in utilities ($18,000), real estate
taxes ($53,000), repairs and maintenance ($43,000) and insurance ($60,000).

     Interest income declined primarily due to a decline in interest rates and
lower cash balances available for investments. Interest expense decreased by
$34,000 due to a decrease in the outstanding balance of the loan. All other
income and expense items remained relatively constant.

QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

     The Registrant does not have any financial instruments that would expose it
to market risk associated with the risk of loss arising from adverse changes in
market rates and prices. The Registrant's mortgage note payable at December 31,
2003 is at a fixed rate of interest.



                                       12
<PAGE>

Item 7.  Financial Statements


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                        Consolidated Financial Statements
                        ---------------------------------

                          Year Ended December 31, 2003
                          ----------------------------

                                Table of Contents
                                -----------------


                                                                     Page

 Independent Auditors' Report                                          14

 Consolidated Financial Statements:

 Balance Sheets at December 31, 2003 and 2002                          15

 Statements of Operations for the Years Ended
       December 31, 2003 and 2002                                      16

 Statements of Partners' Deficit for the Years Ended
       December 31, 2003 and 2002                                      17

 Statements of Cash Flows for the Years Ended
       December 31, 2003 and 2002                                      18

 Notes to Consolidated Financial Statements                            19


                                       13
<PAGE>

                          Independent Auditors' Report


To the Partners
1999 Broadway Associates Limited Partnership:


We have audited the accompanying consolidated balance sheets of 1999 Broadway
Associates Limited Partnership (the "Partnership") and its subsidiaries as of
December 31, 2003 and 2002, and the related consolidated statements of
operations, partners' deficit and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of 1999
Broadway Associates Limited Partnership and its subsidiaries as of December 31,
2003 and 2002, and the results of their operations and their cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.



                                                   /s/ Imowitz Koenig & Co., LLP

New York, N.Y.
February 5, 2004



                                       14

<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                        (IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                                 ------------------------------
                                                                     2003             2002
                                                                 ------------      ------------
<S>                                                              <C>               <C>
ASSETS

Real estate, at cost:

Land                                                             $      1,700      $      1,700
Buildings and improvements, net of accumulated
   depreciation of $28,019 (2003) and $25,856 (2002)                   26,828            27,236
                                                                 ------------      ------------

                                                                       28,528            28,936
Other Assets:

Cash and cash equivalents                                               1,619             2,292
Restricted cash                                                         2,840             3,175
Other assets                                                              531               519
Deferred rent receivable                                                2,749             2,295
Deferred costs, net of accumulated amortization
   of $2,952 (2003) and $2,510 (2002)                                   2,345             2,173
                                                                 ------------      ------------

         Total assets                                            $     38,612      $     39,390
                                                                 ============      ============

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:

Mortgage loan payable                                            $     48,774      $     49,204
Accrued interest payable                                                  335               338
Accounts payable and accrued expenses                                   1,449             1,278
Deferred lease termination fee                                            413               743
Payable to related party                                                  301               325
Security deposits                                                         110               109
                                                                 ------------      ------------

         Total liabilities                                             51,382            51,997
                                                                 ------------      ------------


Partners' Deficit:

Investor limited partners' deficit (460 units outstanding)            (11,086)          (10,925)
General partner's deficit                                              (1,684)           (1,682)
                                                                 ------------      ------------

         Total Partners' Deficit                                      (12,770)          (12,607)
                                                                 ------------      ------------

         Total Liabilities and Partners' Deficit                 $     38,612      $     39,390
                                                                 ============      ============
</TABLE>

                 See notes to consolidated financial statements.

                                       15
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                        (IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>
                                                                       YEARS ENDED DECEMBER 31,
                                                                   ------------------------------
                                                                       2003             2002
                                                                   -------------    -------------
<S>                                                                <C>              <C>
REVENUES:

      Rental income                                                $      11,547    $      11,675
      Other income                                                           306              463
                                                                   -------------    -------------

         Total revenues                                                   11,853           12,138
                                                                   -------------    -------------

EXPENSES:

      Real estate taxes                                                      878              825
      Payroll and payroll expense reimbursements                             770              817
      Operating expenses                                                     641              703
      Repairs and maintenance                                              1,102            1,059
      Utilities                                                              852              834
      Management and other fees                                              795              794
      General and administrative costs                                       199              263
      Insurance                                                              243              183
      Depreciation                                                         2,163            2,492
      Amortization                                                           407              534
                                                                   -------------    -------------

         Total expenses                                                    8,050            8,504
                                                                   -------------    -------------

Operating income                                                           3,803            3,634

Non-operating income (expense):
      Interest income                                                         25               51
      Interest expense                                                    (3,991)          (4,025)
                                                                   -------------    -------------

Net loss                                                           $        (163)   $        (340)
                                                                   =============    =============

Net loss allocated:

      General Partner                                              $          (2)   $          (3)

      Investor Limited Partners                                             (161)            (337)
                                                                   -------------    -------------

         Net loss                                                  $        (163)   $        (340)
                                                                   =============    =============

Net loss allocated per unit:

      Investor Limited Partners                                    $     (350.00)   $     (732.61)
                                                                   =============    =============

Distribution per unit of Investor Limited Partners interest        $        --      $      141.73
                                                                   =============    =============
</TABLE>

                 See notes to consolidated financial statements.

                                       16
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                  CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT
                  --------------------------------------------

                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------
                        (IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>
                                    UNITS OF              INVESTOR
                                     LIMITED              LIMITED              GENERAL
                                   PARTNERSHIP           PARTNERS'            PARTNER'S
                                    INTEREST              DEFICIT              DEFICIT                TOTAL
                                 ----------------     -----------------    -----------------     -----------------
<S>                              <C>                  <C>                  <C>                   <C>
Balance - January 1, 2002                    460      $        (10,522)    $         (1,678)     $        (12,200)

Net loss                                       -                  (337)                  (3)                 (340)

Partners' distribution                         -                   (66)                  (1)                  (67)
                                 ----------------     -----------------    -----------------     -----------------

Balance - December 31, 2002                  460               (10,925)              (1,682)              (12,607)

Net loss                                       -                  (161)                  (2)                 (163)
                                 ----------------     -----------------    -----------------     -----------------

Balance - December 31, 2003                  460      $        (11,086)    $         (1,684)     $        (12,770)
                                 ================     =================    =================     =================
</TABLE>

                See notes to consolidated financial statements.

                                       17
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                                    ------------------------------------
                                                                        2003                   2002
                                                                    -------------          -------------
<S>                                                                 <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                            $        (163)         $        (340)
Adjustments to reconcile net loss to net cash provided by
 operating activities:
      Depreciation and amortization                                         2,605                  3,060
      Amortization of deferred lease termination fee                         (330)                  (560)
      Deferred rent receivable                                               (454)                  (294)
      Changes in assets and liabilities:
         Other assets                                                         (12)                    (4)
         Accounts payable, accrued expenses, payable
           to related party and security deposits                             148                   (252)
         Accrued interest payable                                              (3)                    (2)
                                                                    -------------          -------------

                  Net cash provided by operating activities                 1,791                  1,608
                                                                    -------------          -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to buildings and improvements                                    (1,755)                  (853)
Additions to restricted cash                                               (2,328)                (3,338)
Restricted cash released                                                    2,663                  2,880
Deferred costs                                                               (614)                  (458)
                                                                    -------------          -------------

                  Net cash used in investing activities                    (2,034)                (1,769)
                                                                    -------------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on mortgage loan                                          (430)                  (396)
Distribution to partners                                                     --                      (67)
                                                                    -------------          -------------


                  Cash used in financing activities                          (430)                  (463)
                                                                    -------------          -------------

Net Decrease in Cash and Cash Equivalents                                    (673)                  (624)

Cash and Cash Equivalents, Beginning of Year                                2,292                  2,916
                                                                    -------------          -------------

Cash and Cash Equivalents, End of Year                              $       1,619          $       2,292
                                                                    =============          =============


Supplemental Disclosure of Cash Flow Information:

      Cash paid for interest                                        $       3,959          $       3,993
                                                                    =============          =============
</TABLE>

                 See notes to consolidated financial statements.

                                       18
<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------


Note 1 -       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               Organization
               ------------

               1999 Broadway Associates Limited Partnership (the "Investor
               Partnership") was formed January 10, 1989 under the laws of the
               State of Delaware for the purpose of acquiring a general
               partnership interest in 1999 Broadway Partnership (the "Operating
               Partnership"). The Operating Partnership was formed to acquire
               and operate a 42-story, 635,737 (net rentable) square foot office
               tower (the "Office Tower") known as 1999 Broadway, as well as an
               eight-story parking garage (the "Garage"), which are both located
               in downtown Denver, Colorado. The Office Tower, together with the
               Garage (the "Property"), was acquired on September 30, 1988 for
               $83,000,000. On October 20, 2000, in connection with the
               refinancing of the mortgage encumbering the Property, the
               Operating Partnership transferred its interest in the Property to
               1999 Broadway LLC, a Delaware limited liability company ("the
               Operating Company"), the members of which are the Operating
               Partnership and 1999 Broadway Inc., a Delaware corporation, the
               sole shareholder of which is the Operating Partnership. The
               Investor Partnership, the Operating Partnership and the Operating
               Company are collectively referred to as the "Partnerships". The
               general partner of the Investor Partnership is Winthrop Financial
               Associates, A Limited Partnership ("WFA" or "General Partner").

               The general partners of the Operating Partnership are the
               Investor Partnership, which holds a 99.9% general partnership
               interest, and 1999 Broadway Partners, L.P. which holds a 0.1%
               general partnership interest. The Investor Partnership will
               terminate on December 31, 2038, or earlier upon the occurrence of
               certain events specified in the partnership agreement.

               In accordance with the partnership agreement losses are allocated
               1% to the General Partner and 99% to the Limited Partners. Net
               income is allocated 3% to the General Partner and 97% to the
               limited partners. Cash flow is distributed 99% to the limited
               partners and 1% to the General Partner until the limited partners
               have received an amount equal to an annual 6% per annum
               noncumulative, noncompounded return on their invested capital and
               the balance, if any, 97% to the limited partners, and 3% to the
               General Partner.

               Principles of Consolidation
               ---------------------------

               The accompanying financial statements reflect the accounts of the
               Investor Partnership consolidated with its controlled
               subsidiaries. All significant intercompany transactions and
               balances have been eliminated.

               Use of Estimates
               ----------------

               The preparation of financial statements in conformity with
               accounting principles generally accepted in the United States of
               America 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.


                                       19
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------
                                   (Continued)
                                   -----------


Note 1 -       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               (Continued)

               Real Estate
               -----------

               Real estate is carried at cost, adjusted for depreciation and
               impairment of value. Acquisition fees are capitalized as a cost
               of real estate. The Partnership records impairment losses for
               long-lived assets used in operations when indicators of
               impairment are present and the undiscounted cash flows are not
               sufficient to recover the asset's carrying amount. The impairment
               loss is measured by comparing the fair value of the asset to its
               carrying amount.

               Cash and Cash Equivalents
               -------------------------

               The Partnership considers all highly liquid investments with an
               original maturity of three months or less at the time of purchase
               to be cash equivalents.

               Concentration of Credit Risk
               ----------------------------

               The Partnership maintains cash balances at institutions insured
               up to $100,000 by the Federal Deposit Insurance Corporation.
               Balances in excess of $100,000 are usually invested in money
               market accounts, secured by United States Treasury obligations.
               Cash balances exceeded these insured levels during the year. As
               of December 31, 2003 the Partnership had approximately $1,359,000
               invested in money market accounts which are included in cash and
               cash equivalents.

               Depreciation
               ------------

               The Partnership provides for depreciation of real property using
               the straight-line method over an estimated useful life of 35
               years for building and improvements and seven years for
               furnishings. Tenant improvements are depreciated by the
               straight-line method over the life of the respective tenant's
               lease.

               Deferred Rent Receivable
               ------------------------

               The Partnership leases space to tenants under various lease
               terms. For leases containing fixed rental increases during their
               term, rents are recognized on a straight-line basis over the term
               of the leases. For all other leases, rents are recognized over
               the term of the leases as earned.

               Deferred Costs
               --------------

               Financing costs and leasing costs are capitalized and amortized
               using the straight-line method over the term of the related
               agreements. Financing costs are amortized as interest expense.

                                       20
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------
                                   (Continued)
                                   -----------

Note 1 -       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               (Continued)

               Income Taxes
               ------------

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

               Advertising
               -----------

               The Partnership expenses the cost of advertising as incurred.
               Advertising expenses of approximately $68,000 and $85,000 were
               incurred for the years ended December 31, 2003 and 2002,
               respectively, and are included in general and administrative
               expenses.

               Disclosures About the Fair Value of Financial Instruments
               ---------------------------------------------------------

               Financial instruments held by the Partnership as of December 31,
               2003 and 2002, consist primarily of cash and cash equivalents,
               short-term trade receivables and payables, for which the carrying
               amounts approximate fair values due to the short-term maturity of
               these instruments, and long-term debt. The fair value of the
               Partnership's long-term debt is approximately $52,169,000 at
               December 31, 2003.

               Reclassifications
               -----------------

               Certain amounts from 2002 have been reclassified to conform to
               the current years' presentation.

               Recently Issued Accounting Standards
               ------------------------------------

               In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
               Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13
               and Technical Corrections," which updates, clarifies and
               simplifies existing accounting pronouncements. In part, this
               statement rescinds SFAS No. 4, "Reporting Gains and Losses from
               Extinguishment of Debt." FASB No. 145 is effective for fiscal
               years beginning after May 15, 2002. Upon adoption, enterprises
               must reclassify prior period items that do not meet the
               extraordinary item classification criteria in Accounting
               Principles Board Opinion No. 30. This statement had no effect on
               the Partnership's consolidated financial statements.

               In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
               Associated with Exit or Disposal Activities." SFAS No. 146
               requires companies to recognize costs associated with exit or
               disposal activities when they are incurred rather than at the
               date of a commitment to an exit or disposal plan. Examples of
               costs covered by the standard include lease termination costs and
               certain employee severance costs that are associated with a
               restructuring, discontinued operation, plant closing or other
               exit or disposal

                                       21
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------
                                   (Continued)
                                   -----------


Note 1 -       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               (Continued)

               Recently Issued Accounting Standards (Continued)
               ------------------------------------------------

               activity. SFAS No. 146 is effective prospectively for exit and
               disposal activities initiated after December 31, 2002; with
               earlier adoption encouraged. This statement had no effect on the
               Partnership's consolidated financial statements.

               In November 2002, the FASB issued Interpretation No. 45,
               "Guarantors' Accounting and Disclosure Requirements for
               Guarantees, Including Indirect Guarantees of Indebtedness of
               Others". The interpretation elaborates on the disclosures to be
               made by a guarantor in its financial statements about its
               obligations under certain guarantees that it has issued. It also
               clarifies that a guarantor is required to recognize, at the
               inception of a guarantee, a liability for the fair value of the
               obligation undertaken in issuing the guarantee. This
               interpretation does not prescribe a specific approach for
               subsequently measuring the guarantor's recognized liability over
               the term of the related guarantee. The disclosure provisions of
               this interpretation were effective for the Partnership's December
               31, 2002 financial statements. The initial recognition and
               initial measurement provisions of this interpretation are
               applicable on a prospective basis to guarantees issued or
               modified after December 31, 2002. This interpretation had no
               effect on the Partnership's consolidated financial statements

               In January 2003, the FASB issued Interpretation No. 46,
               "Consolidation of Variable Interest Entities". This
               interpretation clarifies the application of existing accounting
               pronouncements to certain entities in which equity investors do
               not have the characteristics of a controlling financial interest
               or do not have sufficient equity at risk for the entity to
               finance its activities without additional subordinated financial
               support from other parties. In December 2003, the FASB issued a
               revision to Interpretation No. 46 ("46R") to clarify some of the
               provisions of Interpretation No. 46, and to exempt certain
               entities from its requirements. The provisions of the
               interpretation need to be applied no later than December 31,
               2004, except for entities that are considered to be
               special-purpose entities which need to be applied as of December
               31, 2003. This interpretation had no effect on the Partnership's
               consolidated financial statements.

               In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS
               No. 133 on Derivative Instruments and Hedging Activities." This
               statement amends and clarifies financial accounting and reporting
               for derivative instruments, including certain derivative
               instruments embedded in other contracts (collectively referred to
               as derivatives) and for hedging activities under SFAS No. 133,
               "Accounting for Derivative Instruments and Hedging Activities."
               The changes in this statement improve financial reporting by
               requiring that contracts with comparable characteristics be
               accounted for similarly. In particular, this statement (1)
               clarifies under what circumstances a contract

                                       22
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------
                                   (Continued)
                                   -----------


Note 1 -       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               (Continued)

               Recently Issued Accounting Standards (Continued)
               ------------------------------------------------

               with an initial net investment meets the characteristic of a
               derivative discussed in SFAS No. 133, (2) clarifies when a
               derivative contains a financing component, (3) amends the
               definition of an Underlying to conform it to language used in
               FASB Interpretation No. 45, and (4) amends certain other existing
               pronouncements. Those changes will result in more consistent
               reporting of contracts as either derivatives or hybrid
               instruments. This statement is effective for contracts entered
               into or modified after June 30, 2003, and for hedging
               relationships designated after June 30, 2003. The guidance should
               be applied prospectively. The provisions of this statement that
               relate to SFAS No. 133 implementation issues that have been
               effective for fiscal quarters that began prior to June 15, 2003,
               should continue to be applied in accordance with their respective
               effective dates. In addition, certain provisions relating to
               forward purchases or sales of when-issued securities or other
               securities that do not yet exist, should be applied to existing
               contracts as well as new contracts entered into after June 30,
               2003. This statement had no effect on the Partnership's
               consolidated financial statements.

               In May 2003, the FASB issued SFAS No. 150, "Accounting for
               Certain Financial Instruments with Characteristics of both
               Liabilities and Equity." The statement improves the accounting
               for certain financial instruments that under pervious guidance,
               issuers could account for as equity. The new statement requires
               that those instruments be classified as liabilities in statements
               of financial position. SFAS No. 150 affects the issuer's
               accounting for three types of freestanding financial instruments.
               One type is mandatorily redeemable shares, which the issuing
               company is obligated to buy back in exchange for cash and other
               assets. A second type, which includes put options and forward
               purchase contracts, involves instruments that do or may require
               the issuer to buy back some of its shares in exchange for cash or
               other assets. The third type of instruments that are liabilities
               under this statement is obligations that can be settled with
               shares, the monetary value of which is fixed, tied solely or
               predominantly to a variable such as a market index, or varies
               inversely with the value of the issuers' shares. SFAS No. 150
               does not apply to features embedded in a financial instrument
               that is not a derivative in its entirety. In addition to its
               requirements for the classification and measurement of financial
               instruments in its scope, SFAS No. 150 also requires disclosures
               about alternative ways of settling the instruments and the
               capital structure of entities, all of whose shares are
               mandatorily redeemable. Most of the guidance in SFAS No. 150 is
               effective for all financial instruments entered into or modified
               after May 31, 2003 and otherwise was effective at the beginning
               of the first interim period beginning after June 15, 2003. This
               statement had no effect on the Partnership's consolidated
               financial statements.

                                       23
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------
                                   (Continued)
                                   -----------



Note 2 -       DEFERRED COSTS

               The following is a summary of deferred costs as of December 31:

<TABLE>
<CAPTION>
                                            Period               2003              2002
                                            ------               ----              ----
               <S>                       <C>                  <C>              <C>
               Mortgage loan fees        Mortgage term        $  340,000       $  340,000
               Lease commissions         Lease term            4,800,000        4,220,000
               Lease costs               Lease term              157,000          123,000
                                                              ----------       ----------
                                                               5,297,000        4,683,000

               Accumulated amortization                       (2,952,000)      (2,510,000)
                                                              ----------       ----------
                                                              $2,345,000       $2,173,000
                                                              ==========       ==========
</TABLE>

Note 3 -       MORTGAGE LOAN PAYABLE

               The Property is encumbered by a mortgage loan that had a
               principal balance due as of December 31, 2003 of $48,774,000. The
               loan is payable over ten years and requires monthly payments of
               $365,837 representing principal and interest fixed at 7.97% per
               annum. At November 1, 2010, the date of maturity, a balloon
               payment of approximately $44,725,000 plus accrued interest will
               be due. In addition to the monthly debt service payment, the
               Partnership is required to pay $169,389 monthly for escrow and
               reserve accounts.

               The following is a summary of scheduled principal maturities, by
               year, under the debt securing the Partnership's property:

                    Year                                                 Amount
                    ----                                                 ------
                    2004.............................................$   455,000
                    2005.............................................    504,000
                    2006.............................................    546,000
                    2007.............................................    592,000
                    2008.............................................    631,000
                    Thereafter ...................................... 46,046,000
                                                                     -----------
                    Total............................................$48,774,000
                                                                     ===========

Note 4 -       DEFERRED LEASE TERMINATION FEE

               On December 12, 2001, the Partnership received a lease
               termination payment of $1,303,000 from a tenant. This payment has
               been deferred and is being amortized into income for financial
               statement purposes until such time as a new tenant occupies the
               vacated space. During the years ended December 31, 2003 and 2002,
               $330,000 and $560,000, respectively, were amortized into rental
               income. As a condition for accepting the lease termination
               payment, the mortgage holder required the Partnership to deposit
               the payment into the mortgage reserve account.

                                       24
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------
                                   (Continued)
                                   -----------


Note 5 -       RELATED PARTY TRANSACTIONS

               The Partnership has incurred charges and made commitments to
               companies affiliated by common ownership and management with WFA.
               Related party transactions with WFA and its affiliates include
               the following:

               a.    The Partnership pays or accrues to an affiliate of WFA an
                     annual property management fee equal to 5% of cash
                     receipts. Management fees of approximately $569,000 and
                     $581,000 were incurred for the years ended December 31,
                     2003 and 2002, respectively.

               b.    The Partnership pays or accrues to WFA an annual
                     partnership administration and investor services fee of
                     $100,000, which, since 1990, has been increased annually by
                     6% to its present level of approximately $226,000. Fees of
                     approximately $226,000 and $213,000 were paid for the years
                     ended December 31, 2003 and 2002, respectively.

               c.    The Partnership pays or accrues to an affiliate of the
                     General Partner a construction management fee equal to 5%
                     of the aggregate cost of each applicable construction
                     project. Fees of $84,000 and $32,000 were incurred during
                     the years ended December 31, 2003 and 2002, respectively,
                     and have been capitalized to the cost of building and
                     improvements.

               d.    During the year ended December 31, 2002, the General
                     Partner received a $1,000 distribution of cash flow from
                     operations. No distributions were made during the year
                     ended December 31, 2003.

Note 6 -       MINIMUM FUTURE RENTAL REVENUES

               The Partnership leases office space to various tenants under a
               variety of terms, including escalation provisions, renewal
               options and obligations of the tenants to reimburse operating
               expenses.

                                       25
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------
                                   (Continued)
                                   -----------


Note 6 -       MINIMUM FUTURE RENTAL REVENUES (Continued)

               The aggregate future minimum fixed lease payments receivable
               under noncancellable leases at December 31, 2003, are as follows:

                         2004                           $    9,943,000
                         2005                                9,203,000
                         2006                                7,519,000
                         2007                                7,330,000
                         2008                                6,791,000
                         Thereafter                         14,777,000
                                                        --------------
                                                        $   55,563,000
                                                        ==============

               The Partnership received more than 10% of its lease revenue from
               three tenants in 2003 and 2002. During 2003 and 2002, the
               Partnership's three largest tenants collectively accounted for
               approximately 52% and 49%, respectively, of the total rental
               revenue.

Note 7 -       PARTNERS' DISTRIBUTIONS

               There were no distributions of cash for the year ended December
               31, 2003. During the year ended December 31, 2002, the
               Partnership distributed $66,000 ($141.73 per unit) of cash from
               operations to the limited partners and $1,000 to the General
               Partner.

Note 8 -       RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

               The differences between the accrual method of accounting for
               income tax reporting and the accrual method of accounting used in
               the consolidated financial statements are as follows:

               (In Thousands)
                                                        2003         2002
                                                      --------     --------
               Net loss - financial statements        $   (163)    $   (340)
                 Differences resulted from:
                   Depreciation                            368          719
                   Lease Termination Fee                  (330)        (560)
                   Prepaid Rents                           (50)        (215)
                   Rental Revenue                         (454)        (294)
                   Capitalized Interest                    139           68
                   Other                                    (1)          (2)
                                                      --------     --------
                   Net loss for tax purposes          $   (491)    $   (624)
                                                      ========     ========


                                       26
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                  --------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                     --------------------------------------
                                   (Continued)
                                   -----------


Note 9 -       SEGMENT INFORMATION

               The Partnership has two reportable segments, the Office Tower and
               the Garage. The Partnership evaluates performance based on net
               operating income, which is income before depreciation,
               amortization, interest and non-operating items.

               Segment information for the years 2003 and 2002 is shown in the
               tables below (in thousands). The "Other" column includes
               partnership administrative items and income and expense not
               allocated to a reportable segment.

<TABLE>
<CAPTION>
                                                Office      Parking
                                                Tower       Garage      Other       Total
                                               --------    --------   --------    --------
<S>                                            <C>         <C>        <C>         <C>
               2003
               ----

               Rental income                   $ 11,547    $   --     $   --      $ 11,547
               Other income                          63         243       --           306
               Interest income                       23        --            2          25
               Interest expense                   3,867         124       --         3,991
               Depreciation and amortization      2,524          46       --         2,570
               Segment profit (loss)                 24          73       (260)       (163)
               Total assets                      37,697         915       --        38,612
               Capital expenditures               1,755        --         --         1,755

               2002
               ----

               Rental income                   $ 11,675    $   --     $   --      $ 11,675
               Other income                          81         382       --           463
               Interest income                       42        --            9          51
               Interest expense                   3,896         129       --         4,025
               Depreciation and amortization      2,980          46       --         3,026
               Segment profit (loss)               (291)        207       (256)       (340)
               Total assets                      37,343         961      1,086      39,390
               Capital expenditures                 853        --         --           853
</TABLE>


                                       27
<PAGE>


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

               There were no disagreements with Imowitz Koenig & Co., LLP
regarding the 2003 or 2002 audits of the Partnership's financial statements.

Item 8A.       Controls and Procedures.

            As of the end of the period covered by this annual report on Form
10-KSB, an evaluation was carried out under the supervision and with the
participation of the General Partner's management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the Registrant's
disclosure controls and procedures (as such term is defined in Rule 13a-15 (e)
under the Securities Exchange Act of 1934). Based on that evaluation, the
General Partner's Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, the Registrant's disclosure
controls and procedures were effective as of the end of the period covered by
this report. In addition, no change in our internal control over financial
reporting (as defined in Rule 13a- 15 (f) under the Securities Exchange Act of
1934) occurred during the fourth quarter of our fiscal year ended December 31,
2003 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.


                                       28
<PAGE>

                                    PART III

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

     The Registrant has no directors or executive officers. The general partner
of the Registrant is WFA. WFA manages and controls substantially all of
Registrant's affairs and has general responsibility and ultimate authority in
all matters affecting its business. As of March 1, 2003, the names of the
executive officers of WFA and the position held by each of them, are as follows:

<TABLE>
<CAPTION>

                                Position Held with the      Has Served as a Director
Name                           Managing General Partner         or Officer Since
----                           ------------------------         ----------------
<S>                      <C>                                <C>
Michael L. Ashner        Chief Executive Officer                      1-96

Thomas C. Staples        Chief Financial Officer                      1-99

Peter Braverman          Executive Vice President                     1-96

Carolyn Tiffany          Chief Operating Officer and Clerk            10-95
</TABLE>

     Mr. Ashner, age 51, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership and its affiliates ("WFA"), since
January 1996. Mr. Ashner is also the Chief Executive Officer of Newkirk MLP
Corp., the manager of the general partner of The Newkirk Master Limited
Partnership ("Newkirk") as well as the Chief Executive Officer of each of
Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and Shelbourne
Properties III, Inc., three separate publicly traded real estate investment
trusts listed on the American Stock Exchange and that are currently liquidating,
and First Union Real Estate Equity and Mortgage Investments ("First Union"), a
real estate investment trust listed on the New York Stock Exchange. Since August
2001, Mr. Ashner has also served as Chief Executive Officer of AP-Fairfield GP,
LLC, the general partner of Fairfield Inn By Marriott Limited Partnership, an
entity that owns and operates 46 Fairfield Inns. Mr. Ashner also currently
serves on the Boards of Directors of the following publicly traded companies:
Greate Bay Hotel and Casino Inc., a hotel and casino operator, Shelbourne
Properties I, Inc., Shelbourne Properties II, Inc. and NBTY Inc., a
manufacturer, marketer and retailer of nutritional supplements.

     Mr. Braverman, age 52, has been the Executive Vice President of WFA since
January 1996. Mr. Braverman is also the Executive Vice President of Newkirk as
well as each of Shelbourne I, II, and III and First Union.. Mr. Braverman has
also served as the Executive Vice President of AP-Fairfield GP, LLC since August
2001. Mr. Braverman also currently serves on the Board of Director of each of
Shelbourne Properties I, II and III.

     Ms. Tiffany, age 37, has been the Chief Operating Officer of WFA since
December 1997. Ms. Tiffany is also the Vice President, Treasurer, Secretary and
Chief Financial Officer of Shelbourne Properties I, II and III, and the Chief
Operating Officer and Secretary of Newkirk and

                                       29
<PAGE>

First Union. In addition, Ms. Tiffany is the Chief Operating Officer of
AP-Fairfield GP, LLC since August 2001.

     Mr. Staples, age 48, has been has been with WFA since 1995 and has served
as its Chief Financial Officer since January 1999. Mr. Staples also serves as
the Chief Financial Officer of First Union and Newkirk and is the Assistant
Treasurer of Shelbourne Properties I, II and III. He also serves as Chief
Financial Officer and Treasurer of AP-Fairfield GP, LLC. Mr. Staples is a
certified public accountant.

     One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of a number of limited
partnerships which either have a class of securities registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934, or are subject to the
reporting requirements of Section 15(d) of such Act. In addition, each of the
foregoing officers and directors hold similar positions with various entities
that manage over 100 limited partnerships that hold title to real property
including, commercial properties, residential properties and assisted living
facilities.

     Except as indicated above, neither the Partnership nor the Managing General
Partner has any significant employees within the meaning of Item 401(b) of
Regulation S-B. There are no family relationships among the officers and
directors of the Managing General Partner.

Item 10. Executive Compensation.

     Registrant is not required to and did not pay any compensation to the
officers or partners of the General Partner. The General Partner does not
presently pay any compensation to any of its officers or partners (See "Item 12,
Certain Relationships and Related Transactions").

Item 11. Security Ownership of Certain Beneficial Owners and Management

     (a) Security Ownership of Certain Beneficial Owners. The Registrant has
issued and outstanding Units of Limited Partnership Interests (the "Units"). The
Units are not voting securities, except that the consent of the holders of the
Units is required to approve or disapprove certain transactions, including the
removal of a General Partner and the amendment of the Registrant partnership
agreement. In addition, the requisite consent of the holders of Units is
required to approve the sale of all or substantially all of the assets of the
Registrant in a single or related series of transactions. Except as set forth in
(b) below, no holder of Units owns beneficially more than 5% of the Units.

                                       30
<PAGE>

     (b) Security Ownership of Management. The following table sets forth the
ownership interest of affiliates of the General Partner in the Partnership.

Holder                             Number of Units Held    Percent of Units Held
------                             --------------------    ---------------------

Win Partner Interest LLC                        30.1000                    6.54%
Win Partner Interest II LLC                     27.2375                    5.92%

The principal business address of each of the foregoing is 7 Bulfinch Place,
Suite 500, Boston, Massachusetts 02114.

     (c) Changes in Control. There exists no arrangement, known to the
Registrant, which would result in a change in control of the Registrant.

Item 12. Certain Relationships and Related Transactions.

     The officers and partners of WFA receive no remuneration or other
compensation from the Registrant or the Operating Partnership.

     Under the terms of the Registrant's partnership agreement, the General
Partner and its affiliates are entitled to receive various fees, commissions,
cash distributions, allocations of taxable income and loss and expense
reimbursements from the Registrant.

     The following table sets forth the amounts of fees, commissions and cash
distributions which the Registrant or the Operating Partnership paid to or
accrued to the account of the General Partner or its affiliates for the years
ended December 31, 2002 and 2003:

<TABLE>
<CAPTION>
Entity                             Compensation                                      2002                2003
------                             ------------                                      ----                ----
<S>                                <C>                                            <C>                <C>
Winthrop Financial Associates      Annual Partnership Investor Service Fee         $213,000            $226,000


Winthrop Financial Associates      Cash Distributions                                $1,000                  --


Winthrop Management LLC            Management Fee                                  $581,000            $569,000

Winthrop Management LLC            Construction, Supervision, Legal and             $32,000             $84,000
                                   Leasing Fees
</TABLE>

     See "Item 7, Financial Statements - Note 4" for additional information with
respect to related party transactions.

                                       31
<PAGE>

Item 13. Exhibits and Reports on Form 8-K.

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

     (b) Reports on Form 8-K:

     No reports on Form 8-K were filed during the last quarter covered by this
report.

Item 14. Principal Accounting Fees and Services

     The Managing General Partner has reappointed Imowitz, Koenig & Co., LLP as
independent auditors to audit the consolidated financial statements of the
Partnership for 2004.

     Audit Fees. Imowitz, Koenig & Co., LLP billed the Partnership for audit
fees approximately $31,000 and $29,000 for the years ended December 31, 2003 and
2002, respectively.

     Audit Related Fees. Imowitz, Koenig & Co., LLP did not provide any audit
related fees services to the Partnership for the years ended December 31, 2003
and 2002.

     Tax Fees. Imowitz, Koenig & Co., LLP billed the Partnership for tax
services of approximately $19,000 and $17,000 for the years ended December 31,
2003 and 2002, respectively.

     Other Fees. Imowitz, Koenig & Co., LLP did not provide any other services
to the Partnership for which the Partnership was billed during the years ended
December 31, 2003 and 2002.


                                       32
<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf of the undersigned, thereunto duly authorized.


                                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                                  By:  WINTHROP FINANCIAL ASSOCIATES,
                                       A LIMITED PARTNERSHIP,
                                       Managing General Partner

                                       By: /s/ Michael L. Ashner
                                           ---------------------
                                               Michael Ashner
                                               Chief Executive Officer

                                       Date:  March 29, 2004

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


Signature/Name           Title                           Date
--------------           -----                           ----

/s/ Michael Ashner       Chief Executive Officer         March 29, 2004
------------------
Michael Ashner

/s/ Thomas Staples       Chief Financial Officer         March 29, 2004
-------------------
Thomas Staples


                                       33
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                         Document                                    Page

3 (a)      Certificate of Limited Partnership of 1999 Broadway
           Associates Limited Partnership, filed on January 10, 1989        (1)

4 (a)      Amended and Restated Limited Partnership Agreement of 1999
           Broadway Associates Limited Partnership, dated as of
           September 22, 1989                                               (1)

4 (b)      Amended and Restated Partnership Agreement of 1999 Broadway
           Joint Venture dated as of September 22, 1989 and the First
           Amendment to the Partnership Agreement of 1999 Broadway
           Joint Venture dated as of December 1, 1991                       (1)

4 (c)      Second Amended and Restated Agreement of Limited
           Partnership of the Registrant                                    (4)


10 (i)     Amendment to Amended and Restated Limited Partnership
           Agreement of 1999 Broadway Associates Limited Partnership        (2)

10 (j)     Disclosure Statement of 1999 Broadway Partnership dated
           March 14, 1996                                                   (3)

10 (k)     Fourth Amended Plan of Reorganization of 1999 Broadway
           Partnership dated November 1, 1996                               (5)

10 (l)     Reaffirmation, Ratification and Amendment Agreement dated
           as of February 28, 1997 by and among 1999 Broadway
           Partnership, 1999 Broadway Associates Limited Partnership,
           1999 Broadway Partners, L.P. and DAG Management, Inc.            (5)

10 (m)     Guaranty made as of February 28, 1997, by 1999 Broadway
           Associates Limited Partnership in favor of DAG Management,
           Inc. (a substantially similar guaranty has been issued by
           1999 Broadway Partners, L.P. in favor of DAG Management,
           Inc.)                                                            (5)

31         Certification Pursuant to Section 302 of the Sarbanes-Oxley
           Act of 2002.

32         Certification Pursuant to Section 906 of the Sarbanes-Oxley
           Act of 2002

----------------

(1)  Incorporated by reference to the same Exhibit Number filed with the
     Registrant's Registration Statement filed on May 28, 1992 (File No.
     0-20273).

                                  34
<PAGE>

(2)  Incorporated by reference to Registrant's Current Report on Form 8-K filed
     September 5, 1995.

(3)  Incorporated by reference to Registrant's Annual Report on Form 10-K for
     the calendar year ended December 31, 1995.

(4)  Incorporated by reference to Exhibit 4.1 to Amendment No 1 to Registrant's
     Registration Statement on Form S-3 (Registration No. 333-36471), as filed
     with the Securities Exchange Commission on September 26, 1997.

(5)  Incorporated by reference to Registrant's Annual Report on Form 10-KSB for
     the calendar year.




                                       35