<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, 2001                  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. [ ]

Registrant's revenues for its most recent fiscal year were $11,840,000

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>

                                     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 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 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


                                       2
<PAGE>

1997. As a result of the offering, the Registrant received approximately
$10,695,000 in net proceeds from this offering.

                  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 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 0.10%.

         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.

Chapter 11 Reorganization

         During the fall of 1995, the leases of two major tenants of the
Property, comprising approximately 85,000 and 53,000 square feet, expired and
the tenants did not renew largely due to relocation. Combined with other
vacancies at the time, occupancy at the Property as of October 1995 was
approximately 68%. As a result of this vacancy, there was insufficient operating
revenue to meet the Operating Partnership's obligations, including debt service
to the mortgage lender and required tenant improvement and leasing costs, unless
a significant portion


                                       3
<PAGE>

of the Registrant's reserves were used. It was the Registrant's opinion that its
reserves would be better utilized attempting to restructure its mortgage loan,
and commenced discussions with the mortgage lender in an effort to do so in
October 1995.

         In November 1995, the Operating Partnership did not make its monthly
mortgage payment on the debt encumbering the Property. Thereafter, the mortgage
lender, through its subsidiary DAG Management, Inc., obtained a court order on
November 14, 1995 to appoint a receiver to collect the rents of the Property and
take control of the management of the Property. The receiver never took
possession of the Property. On November 15, 1995, the Operating Partnership
commenced a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code. This action was necessary to retain control of the Property and
its rents and income, and to maintain and preserve the value of the Property to
the Operating Partnership. During the bankruptcy petition period, the Operating
Partnership continued in possession of the Property and operated and managed its
business as a debtor-in-possession.

         The Registrant and the holder of the mortgage on the Property (the
"Lender") reached an agreement pursuant to which the Lender voted in favor of
the Plan of Reorganization (the "Plan") submitted by the Operating Partnership,
which was confirmed by the Bankruptcy Court on November 13, 1996. The Plan,
became effective on February 28, 1997 ("Effective Date") and provided for the
modification of the then existing loan.

         On November 26, 1996 (the "Initial Consummation Date" of the Plan) the
Registrant paid $7,147,000 to the Lender. The initial consummation payment
consisted of a $2,000,000 principal payment, $3,300,000 of accrued interest from
October 1, 1995 to November 26, 1996, a $1,000,000 payment to a reserve fund for
potential debt service shortfalls and to provide funds to lease up the property,
and approximately $847,000 for pre-petition liabilities, other claims of the
lender and costs associated with the reorganization. On February 28, 1997, the
Registrant paid approximately $2,223,000 to the Lender in accordance with the
Plan. This payment included the required $2,000,000 principal payment and
accrued interest from February 1, 1997 through February 28, 1997. See "Item 2.
Description of Properties" for information relating to the refinancing of the
Registrant's indebtedness.

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.







                                       4
<PAGE>




Property Management

         The Operating Partnership has retained as its property manager Winthrop
Management LLC ("Winthrop Management"), an affiliate of WFA. Winthrop 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, Winthrop 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."


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.

                                       5
<PAGE>

         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

         On September 23, 1999 the existing mortgage encumbering the Property
was refinanced. The new mortgage in the amount of $37,000,000 replaced
indebtedness of approximately $25,413,000. The mortgage required monthly
payments of interest only and bore interest at 325 basis points over 30-day
LIBOR. The mortgage was scheduled to mature on September 20, 2002

         On October 20, 2000, the Partnership replaced this $37,000,000 mortgage
note payable with a new $50,000,000 mortgage note. The new mortgage is payable
over ten years, maturing on November 1, 2010, with monthly payments of $365,837
representing principal and interest fixed at 7.97%. At maturity, a balloon
payment of approximately $44,904,000 plus accrued interest will be due. In
addition to the monthly debt service payment, the Partnership is required to pay
$147,336 monthly for escrow and reserve accounts. The reserve for tenant
improvements required under the previous mortgage was used towards the payoff of
the previous mortgage. For services rendered in obtaining the new mortgage, an
affiliate of the general partner earned a $125,000 fee.

         The following table sets forth the average annual occupancy rate and
rent per square foot for the Property for the years ended December 31, 2001 and
2000.

                                             Average
    Year           Occupancy              Rent/Sq. Ft.
  --------    ------------------  ---------------------------
    2000             93.4%                   $16.38
    2001             96.0%                   $19.00



















                                       6
<PAGE>



         The following chart sets forth certain information concerning lease
expirations (assuming no renewals) for 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           2001 Rental for          Percentage of Total
          Leases Expire      Expiring Leases      Leases Expiring (1)      Annualized Rental (1)
          -------------      ---------------      -------------------      ---------------------
<S>             <C>               <C>                  <C>                       <C>
2002            8                 78,074               $1,634,706                16.197%
2003           11                 75,216               $1,258,065                12.465%
2004            8                121,281               $1,974,589                19.565%
2005            1                 72,979               $1,313,048                13.010%
2006            2                  3,996                  $80,266                 0.795%
2007            1                  4,778                  $78,359                 0.776%
2008            3                148,737               $2,223,751                22.034%
2009            1                 25,448                 $484,516                 4.801%
2010            1                 76,419               $1,045,234                10.357%
2011            0                     --                       --                     --
</TABLE>

(1)      Based on actual base rent as of December 31, 2001.

         The following table sets forth those tenants at the Office Tower that,
as of December 31, 2001, 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>
J.D.S. Columbine               Software Systems               100,420(16%)          $15.80       12/31/08
Lucent Technologies            Communications                  72,979(12%)          $21.00       12/31/05
GSA Department of Labor        Government Services             76,419(12%)          $18.57       11/30/10
</TABLE>

         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, 2001.

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

    $52,889,000     $23,363,613     7-35 yrs      S/L        $39,636,000

         The realty tax rate and realty taxes paid for the Property in 2001 were
$58.745/1,000 and $875,291 respectively.

                                       7
<PAGE>

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 $1,328,182 in 2001 in connection with the tenant improvements and
leasing commissions required under the New Leases. The Operating Partnership has
budgeted approximately $1,462,131 for tenant improvements and leasing
commissions at the Property in 2002. These budgeted capital improvements are
principally for tenant improvements and leasing commissions.

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 15, 2002, there were approximately 435 holders of 460
Units.

         The following table sets forth distributions made by the Registrant
during the years ended December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                              Distributions for Year ended December 31
                                           2001                                     2000
                                           ----                                     ----
                              Aggregate           Per Unit            Aggregate           Per Unit
                              ---------           --------            ---------           --------

<S>                           <C>                 <C>              <C>                   <C>
Preferred Limited Partners       --                  --            $13,214,000(1)        $28,726(1)
</TABLE>

(1)      Distribution was made from excess proceeds from the refinancing of the
         mortgage loan.

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 53.8375 Units
representing approximately 11.7% 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


                                       9
<PAGE>

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.













































                                       10
<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 the 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.

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 $285,000 for the year ended December 31, 2001, as compared to
December 31, 2000. The decrease is attributable to $2,683,000 of cash used in
investing activities and $366,000 of cash used for mortgage principal payments
(financing activities), which were substantially offset by $2,764,000 of cash
provided by operating activities. Cash used in investing activities consisted of
a $1,334,000 increase in restricted cash, $1,050,000 of cash used for
improvements to real estate, primarily tenant improvements, and $299,000 of cash
expended on commissions and leasing costs. The Property is 96% leased as of
December 31, 2001. As of December 31, 2001, the Registrant had $2,916,000 in
cash and cash equivalents, of which approximately $2,524,000 was invested
primarily in money market mutual funds.

         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 needs of the Operating
Company. The General Partner periodically evaluates the Registrant's cash needs
to determine if distributions can be made.

         The Registrant was not directly affected by the events of the September
11th terrorist attacks, however, the attacks have had a negative effect on the
economy which was already considered to be in a recession. The Partnership 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


                                       11
<PAGE>

limited partners is dependent upon the performance of the Property and the
market in which it is located.

Recently Issued Accounting Standards

         The Financial Accounting Standards Board ("FASB") issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities -
an amendment of SFAS No. 133." These statements require companies to recognize
all derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether they
qualify for hedge accounting. These statements were effective for fiscal years
beginning after June 15, 2000. There was no effect from these statements on the
Partnership's financial statements.

         In July 2001, the FASB issued SFAS No. 141 "Business Combinations".
SFAS No. 141 requires that all business combinations be accounted for under the
purchase method of accounting. SFAS No. 141 also changes the criteria for the
separate recognition of intangible assets acquired in a business combination.
SFAS No. 141 is effective for all business combinations initiated after June 30,
2001. There was no effect from this statement on the Partnership's financial
statements.

         In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other
Intangible Assets". SFAS No. 142 addresses accounting and reporting for
intangible assets acquired, except for those acquired in a business combination.
SFAS No. 142 presumes that goodwill and certain intangible assets have
indefinite useful lives. Accordingly, goodwill and certain intangibles will not
be amortized but rather will be tested at least annually for impairment. SFAS
No. 142 also addresses accounting and reporting for goodwill and other
intangible assets subsequent to their acquisition. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001. This statement will not effect
the Partnership's financial statements.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and the
accounting and reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations -Reporting the Effects of a Disposal of a Business and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for
the disposal of a segment of a business. This statement also amends ARB No. 51,
"Consolidated Financial Statements," to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001, and interim
periods within those fiscal years. The provisions of this Statement generally
are to be applied prospectively. The Partnership does not expect that this
statement will have a material effect on the Partnership's liquidity, financial
position or results of operations.

                                       12
<PAGE>

Results of Operations

         Operating results, before non-operating income (expenses), improved by
$793,000 for the year ended December 31, 2001, as compared to 2000, due to an
increase in revenues of $1,336,000 which was partially offset by an increase in
expenses of $543,000.

         Revenues increased by $1,336,000 for the year ended 2001, as compared
to 2000, due to an increase in rental income of $1,492,000 which was partially
offset by a decrease in other income of $156,000. Rental income increased due to
an increase in rental rates, which was offset by a slight decline in average
occupancy for the year ended December 31, 2001.

         Expenses increased by $543,000 for the year ended 2001, as compared to
2000, primarily due to increases of $125,000 in payroll and payroll expense
reimbursements, real estate taxes of $104,000, depreciation of $101,000,
operating expenses of $56,000, repairs and maintenance of $44,000 and management
fees of $58,000. The increase in depreciation expense was due to expenditures
for tenant improvements made in connection with the volume of leasing activity
in the previous two years. Real estate taxes increased as a result of an
increase in the assessed value of the Property. All other income and expense
items, including the garage operation, 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, 2001 is at a fixed rate of interest.























                                       13
<PAGE>



Item 7.  Financial Statements



                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                        Consolidated Financial Statements

                          Year Ended December 31, 2001

                                Table of Contents


                                                                      Page
                                                                      ----

Independent Auditors' Report                                           15

Consolidated Financial Statements:

Balance Sheets at December 31, 2001 and 2000                           16

Statements of Operations for the Years Ended
     December 31, 2001 and 2000                                        17

Statements of Partners' Capital for the Years Ended
     December 31, 2001 and 2000                                        18

Statements of Cash Flows for the Years Ended
     December 31, 2001 and 2000                                        19

Notes to Consolidated Financial Statements                             20





















                                       14
<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 subsidiary as of
December 31, 2001 and 2000, 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 subsidiary as of December 31,
2001 and 2000, 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.
March 6, 2002







                                       15

<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,
                                                                             -------------------------------------

                                                                                  2001                 2000
                                                                             ----------------    -----------------
ASSETS
<S>                                                                          <C>                 <C>
Real Estate, at cost:
    Land                                                                     $         1,700     $          1,700
    Building and improvements, net of accumulated
       depreciation of $23,364 (2001) and $20,711 (2000)                              28,875               30,478
                                                                             ----------------    -----------------

                                                                                      30,575               32,178
Other Assets:

    Cash and cash equivalents                                                          2,916                3,201
    Restricted cash                                                                    2,717                1,383
    Other assets                                                                         515                  777
    Deferred rent receivable                                                           2,001                1,360
    Deferred costs, net of accumulated amortization
        of $1,942 (2000) and $2,083 (2000)                                             2,283                2,524
                                                                             ----------------    -----------------

                 Total Assets                                                $        41,007     $         41,423
                                                                             ================    =================

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:

    Mortgage loan payable                                                    $        49,600     $         49,966
    Accrued interest payable                                                             340                  332
    Accounts payable and accrued expenses                                              1,588                2,375
    Deferred lease termination fee                                                     1,303                    -
    Payable to related party                                                             243                  359
    Security deposits                                                                    133                  182
                                                                             ----------------    -----------------

                 Total Liabilities                                                    53,207               53,214
                                                                             ----------------    -----------------


Partners' Deficit:

    Investor limited partners' deficit (460 units outstanding)                       (10,522)             (10,117)
    General partner's deficit                                                         (1,678)              (1,674)
                                                                             ----------------    -----------------

                 Total Partners' Deficit                                             (12,200)             (11,791)
                                                                             ----------------    -----------------

                 Total Liabilities and Partners' Deficit                     $        41,007     $         41,423
                                                                             ================    =================
</TABLE>

                See notes to consolidated financial statements.



                                       16
<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                     --------------------------------

                                                          2001              2000
                                                     --------------    --------------
<S>                                                  <C>               <C>
Revenues:
    Rental income                                    $      11,246     $       9,754
    Other income                                               594               750
                                                     --------------    --------------

                 Total revenues                             11,840            10,504
                                                     --------------    --------------

Expenses:
    Real estate taxes                                          824               720
    Payroll and payroll expense reimbursements                 797               672
    Operating expenses                                         639               583
    Repairs and maintenance                                    876               832
    Utilities                                                  894               918
    Management and other fees                                  770               712
    General and administrative costs                           246               190
    Insurance                                                   79                74
    Depreciation                                             2,653             2,552
    Amortization                                               506               488
                                                     --------------    --------------

                 Total expenses                              8,284             7,741
                                                     --------------    --------------

Operating income                                             3,556             2,763

Non-operating income (expenses):
    Interest income                                            102               226
    Interest expense                                        (4,067)           (4,362)
                                                     --------------    --------------

Net loss                                             $        (409)    $      (1,373)
                                                     ==============    ==============

Net loss allocated:
    General Partner                                  $          (4)    $         (14)

    Investor Limited Partners                                 (405)           (1,359)
                                                     --------------    --------------

Net loss                                             $        (409)    $      (1,373)
                                                     ==============    ==============

Net loss allocated per unit:

    Investor Limited Partners                        $     (880.43)    $   (2,954.35)
                                                     ==============    ==============
</TABLE>




                See notes to consolidated financial statements.


                                       17
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                  CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                                                   Investor
                                Preferred Units  Units of                           Limited
                                   of Limited     Limited        Preferred         Partners'         General
                                  Partnership   Partnership    Unit Holders'        Capital         Partner's
                                    Interest     Interest         Deficit          (Deficit)         Deficit            Total
                                --------------- ------------  ----------------  ----------------  ---------------  ----------------
<S>                                   <C>          <C>        <C>                <C>               <C>              <C>
Balance - December 31, 1999           460          460        $          (626)   $        4,944    $      (1,522)   $        2,796

Net loss                                -            -                 -                 (1,359)             (14)           (1,373)

Partners' distributions                 -            -                (13,214)                -           -                (13,214)

Redemption of Preferred
     Unit Holders' Capital           (460)           -                 13,840           (13,702)            (138)                -
                                --------------- ------------  ----------------  ----------------  ---------------  ----------------

Balance - December 31, 2000             -          460                      -           (10,117)          (1,674)          (11,791)

Net loss                                -            -                      -              (405)              (4)             (409)
                                --------------- ------------  ----------------  ----------------  ---------------  ----------------

Balance - December 31, 2001             -          460        $             -    $      (10,522)   $      (1,678)   $      (12,200)
                                =============== ============  ================  ================  ===============  ================
</TABLE>




                See notes to consolidated financial statements.














                                       18
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                    --------------------------------------------

                                                                            2001                    2000
                                                                    --------------------    --------------------
<S>                                                                 <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                            $              (409)    $            (1,373)
Adjustments to reconcile net loss to net cash provided by
    operating activities:
         Depreciation and amortization                                            3,193                   3,685
         Deferred rent receivable                                                  (641)                   (208)
         Changes in assets and liabilities:
              Other assets                                                          262                    (493)
              Accounts payable, accrued expenses, payable to
                  related party and security deposits                              (952)                    766
              Accrued interest payable                                                8                      45
              Deferred lease termination fee                                      1,303                       -
                                                                    --------------------    --------------------

                 Net cash provided by operating activities                        2,764                   2,422
                                                                    --------------------    --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to building and improvements                                           (1,050)                 (2,230)
Restricted cash                                                                  (1,334)                  1,145
Deferred costs                                                                     (299)                 (1,082)
                                                                    --------------------    --------------------

                 Net cash used in investing activities                           (2,683)                 (2,167)
                                                                    --------------------    --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from mortgage loan                                                           -                  50,000
Satisfaction of mortgage loan                                                         -                 (37,000)
Principal payments on mortgage loan                                                (366)                    (34)
Distributions to partners                                                             -                 (13,214)
                                                                    --------------------    --------------------

                 Net cash used in financing activities                             (366)                   (248)
                                                                    --------------------    --------------------

Net (Decrease) Increase in Cash and Cash Equivalents                               (285)                      7

Cash and Cash Equivalents at Beginning of Year                                    3,201                   3,194
                                                                    --------------------    --------------------

Cash and Cash Equivalents at End of Year                            $             2,916     $             3,201
                                                                    ====================    ====================

Supplemental Disclosure of Cash Flow Information:
    Cash paid for interest                                          $             4,025     $             3,672
                                                                    ====================    ====================
</TABLE>



               See notes to consolidated financial statements. 19

                                       19
<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


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").
           On October 20, 2000, in connection with the refinancing of the
           mortgage encumbering the property (See Note 3), 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 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. 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 .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 order to fund required tenant improvements, refinance and reduce
           the Partnership's indebtedness and increase working capital, the
           Partnership raised equity through an offering of subscription rights
           ("Rights") to holders of limited partner interests (the
           "Unitholders") in 1997. The offering allowed the Unitholders to
           purchase 12% cumulative, non-compounded preferred partnership units
           ("Preferred Units"). The Partnership received gross proceeds of
           $10,695,000 from the sale of the Preferred Units, including Preferred
           Units acquired by affiliates of WFA. Upon consummation of the
           offering, the Investor Partnership distributed $4,600,000 ($10,000
           per unit) to Unitholders. This distribution, including approximately
           $46,000 paid to the General Partner, was made in January 1998. The
           partnership agreement provides that the Partnership may sell
           additional limited partnership interests to raise additional equity,
           if the General Partner determines that such additional funds are
           required.



                                       20
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

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

           Organization (Continued)

           In accordance with the Second Amended and Restated Partnership
           Agreement (the "Agreement"), effective December 1, 1997 and while the
           Preferred Units are outstanding, losses are allocated 1% to the
           General Partner and 99% to the limited partners in proportion to and
           to the extent of the positive balances in the limited partners'
           capital accounts. Net income is allocated, first, to the Preferred
           Unitholders, in an amount equal to the excess of the cumulative
           distributions made or to be made; second, to restore net loss
           previously allocated to the Preferred Unitholders; and the balance to
           the Unitholders and to the General Partner, to restore net loss
           previously allocated to them during the period that the Preferred
           Units were outstanding. The Agreement also provides that while the
           Preferred Units are outstanding, cash flow and capital proceeds (as
           defined in the Agreement) shall be distributed first to the Preferred
           Unitholders in an amount equal to a cumulative annual 12%
           non-compounded return on their preferred invested capital; and in the
           case of capital proceeds only, to the Preferred Unitholders in a
           cumulative amount equal to the greater of $46,500 or an amount equal
           to the subscription price per Preferred Unit together with a
           cumulative annual 15% compounded return thereon. Cash flow is then
           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 Partners.

           In accordance with the Agreement, the Partnership distributed
           approximately $13,214,000 ($28,726 per Preferred Unit) to the
           Preferred Unitholders. The distributions were funded primarily by
           proceeds received on the refinancing on the Property. Since the
           Preferred Unitholders have been paid in full, their units have been
           redeemed in accordance with the Agreement and they will receive no
           future distributions or income/loss allocations.

           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.

                                       21
<PAGE>
                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

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, 2001, the
           Partnership had approximately $2,524,000 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.



                                       22
<PAGE>



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

           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.

           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 $49,000 and $68,000 were
           incurred for the years ended December 31, 2001 and 2000,
           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, 2001
           and 2000, 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 Partnership's long-term debt
           approximates fair value due to the recent refinancing of the debt.

           Recently Issued Accounting Standards

           The Financial Accounting Standards Board ("FASB") issued the
           Statement of Financial Accounting Standards ("SFAS") No. 133,
           "Accounting for Derivative Instruments and Hedging Activities" and
           SFAS No. 138, "Accounting for Certain Derivative Instruments and
           Certain Hedging Activities - an amendment of SFAS No. 133." These
           statements require companies to recognize all derivatives on the
           balance sheet as assets or liabilities, measured at fair value. Gains
           or losses resulting from changes in the values of those derivatives
           would be accounted for depending on the use of the derivative and
           whether they qualify for hedge accounting. These statements were
           effective for fiscal years beginning after June 15, 2000. There was
           no effect from these statements on the Partnership's financial
           statements.






                                       23
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


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

            Recently Issued Accounting Standards (continued)

            In July 2001, the FASB issued SFAS No. 141 "Business Combinations".
            SFAS No. 141 requires that all business combinations be accounted
            for under the purchase method of accounting. SFAS No. 141 also
            changes the criteria for the separate recognition of intangible
            assets acquired in a business combination. SFAS No. 141 is effective
            for all business combinations initiated after June 30, 2001. There
            was no effect from this statement on the Partnership's financial
            statements.

            In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other
            Intangible Assets". SFAS No. 142 addresses accounting and reporting
            for intangible assets acquired, except for those acquired in a
            business combination. SFAS No. 142 presumes that goodwill and
            certain intangible assets have indefinite useful lives. Accordingly,
            goodwill and certain intangibles will not be amortized but will
            rather be tested at least annually for impairment. SFAS No. 142 also
            addresses accounting and reporting for goodwill and other intangible
            assets subsequent to their acquisition. SFAS No. 142 is effective
            for fiscal years beginning after December 15, 2001. This statement
            will not effect the Partnership's financial statements.

            In August 2001, the FASB issued SFAS No. 144, "Accounting for the
            Impairment or Disposal of Long-Lived Assets," which addresses
            financial accounting and reporting for the impairment or disposal of
            long-lived assets. This statement supersedes SFAS No. 121,
            "Accounting for the Impairment of Long-Lived Assets and for
            Long-Lived Assets to be Disposed Of" and the accounting and
            reporting provisions of APB Opinion No. 30, "Reporting the Results
            of Operations -Reporting the Effects of a Disposal of a Business and
            Extraordinary, Unusual and Infrequently Occurring Events and
            Transactions," for the disposal of a segment of a business. This
            statement also amends ARB No. 51, "Consolidated Financial
            Statements," to eliminate the exception to consolidation for a
            subsidiary for which control is likely to be temporary. SFAS No. 144
            is effective for fiscal years beginning after December 15, 2001, and
            interim periods within those fiscal years. The provisions of this
            Statement generally are to be applied prospectively. The Partnership
            does not expect that this statement will have a material effect on
            the Partnership's liquidity, financial position or results of
            operations.

            Reclassification

            Certain reclassifications have been made to the 2000 balances to
            conform to the 2001 presentation.


                                       24
<PAGE>
                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


Note 2 - DEFERRED COSTS

           The following is a summary of deferred costs as of December 31:
<TABLE>
<CAPTION>
                                               Period                          2001                        2000
                                       -----------------------          --------------------        -------------------
<S>                                    <C>                              <C>                        <C>
           Mortgage loan fees              Mortgage term                $         340,000                   $ 339,000
           Lease commissions                Lease terms                         3,767,000                   4,164,000
           Lease costs                       Lease term                           118,000                     104,000
                                                                        --------------------        -------------------
                                                                                4,225,000                   4,607,000

           Accumulated amortization                                            (1,942,000)                 (2,083,000)
                                                                        --------------------        -------------------

                                                                        $       2,283,000           $       2,524,000
                                                                        ====================        ===================
</TABLE>


Note 3 - MORTGAGE LOAN PAYABLE

           On October 20, 2000, the Partnership replaced its $37,000,000
           mortgage note payable with a new $50,000,000 mortgage note. The new
           mortgage is payable over ten years, maturing on November 1, 2010,
           with monthly payments of $365,837 representing principal and interest
           fixed at 7.97%. At maturity, a balloon payment of approximately
           $44,904,000 plus accrued interest will be due. In addition to the
           monthly debt service payment, the Partnership is required to pay
           $147,336 monthly for escrow and reserve accounts. The reserve for
           tenant improvements required under the previous mortgage was used
           towards the payoff of the previous mortgage.

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

                Year                                             Amount
                ----                                             ------

                2002..................................  $          397,000
                2003..................................             430,000
                2004..................................             455,000
                2005..................................             504,000
                2006..................................             546,000
                Thereafter............................          47,268,000
                                                        ------------------
                Total.................................  $       49,600,000
                                                        ==================







                                       25
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


Note 4 - DEFERRED LEASE TERMINATION FEE

           On December 12, 2001, the Partnership received a lease termination
           payment from a tenant. This payment has been deferred and will be
           amortized into income for financial statement purposes until such
           time as a new tenant occupies the vacated space. As a condition for
           accepting the lease termination payment, the mortgage holder required
           the Partnership to deposit the payment into the mortgage reserve
           account. The lease termination payment is included in restricted cash
           at December 31, 2001.

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 $522,000 were
                  incurred for the years ended December 31, 2001 and 2000,
                  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 $201,000. Fees of approximately
                  $201,000 and $190,000 were paid for the years ended December
                  31, 2001 and 2000, 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 $42,000 and $73,000 were incurred during the years ended
                  December 31, 2001 and 2000, respectively, and have been
                  capitalized to the cost of building and improvements.

           d.     In November 2000, in accordance with the Agreement, the
                  Preferred Unitholders, who are also affiliates of the General
                  Partner, received approximately $7,611,000 of the $13,214,000
                  in cash distributions from the proceeds received from the
                  mortgage refinancing and cash from operations.

           e.     For services rendered in obtaining the new mortgage loan, an
                  affiliate of the General Partner earned $125,000 for the year
                  ended December 31, 2000, which has been capitalized as a
                  deferred cost.





                                       26
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


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.

           The aggregate future minimum fixed lease payments receivable under
           noncancellable leases at December 31, 2001, are as follows:

                  2002                           $   9,845,000
                  2003                               9,105,000
                  2004                               7,806,000
                  2005                               6,833,000
                  2006                               5,376,000
                  Thereafter                        15,335,000
                                                --------------

                                                $   54,300,000
                                                ==============

           The Partnership received more that 10% of its lease revenue from four
           tenants. The Partnership's four largest tenants collectively
           accounted for approximately 56% of total rental revenue for both of
           the years ended December 31, 2001 and 2000.

Note 7 - PARTNERS' DISTRIBUTIONS

           There were no distributions of cash for the year ended December 31,
           2001.

           In April 2000, the Partnership distributed $1,500,000 ($3,261 per
           unit) of cash from operations to the Preferred Unitholders. In
           November 2000, the Partnership distributed $11,714,000 ($25,465 per
           unit) to the Preferred Unitholders.









                                       27
<PAGE>
                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


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:

<TABLE>
<CAPTION>
           (In Thousands)
                                                                        2001                  2000
                                                                  -----------------     ----------------

<S>                                                               <C>                   <C>
           Net loss - financial statements                        $           (409)     $         (1,373)
               Differences resulted from:
                  Depreciation                                                 917                 1,069
                  Lease Termination Fee                                      1,303                     -
                  Prepaid Rents                                               (637)                 (143)
                  Rental Revenue                                               148                  (211)
                  Capitalized Interest                                          84                   212
                  Other                                                        (27)                    3
                                                                  -----------------     ----------------

                  Net income (loss) for tax purposes              $          1,379      $           (443)
                                                                  ================      =================
</TABLE>


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 2001 and 2000 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>
            2001

            Rental income                          $         11,246      $           -    $         -     $        11,246
            Other income                                        165                429              -                 594
            Interest income                                      88                  -             14                 102
            Interest expense                                  3,935                132              -               4,067
            Depreciation and amortization                     3,113                 46              -               3,159
            Segment profit (loss)                              (375)               251           (285)
                                                                                                                     (409)
            Total assets                                     39,738              1,006            263              41,007
</TABLE>





                                       28
<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 2001 or 2000 audits of the Partnership's financial statements.



































                                       29
<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, 2001, 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>

         Michael L. Ashner, age 49, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") and the Managing
General Partner since January 15, 1996. From June 1994 until January 1996, Mr.
Ashner was a Director, President and Co-chairman of National Property Investors,
Inc., a real estate investment company ("NPI"). Mr. Ashner was also a Director
and executive officer of NPI Property Management Corporation ("NPI Management")
from April 1984 until January 1996. In addition, since 1981 Mr. Ashner has been
President of Exeter Capital Corporation, a firm which has organized and
administered real estate limited partnerships. Mr. Ashner currently serves as a
director of Nexthealth Corp., Great Bay Hotel and Casino Inc., Burnham Pacific
Properties, Inc. and NBTY, Inc.

         Thomas C. Staples, age 46, has been the Chief Financial Officer of WFA
since January 1, 1999. From March 1996 through December 1998, Mr. Staples was
Vice President/Corporate Controller of WFA. From May 1994 through February 1996,
Mr. Staples was the Controller of the Residential Division of Winthrop
Management.

         Peter Braverman, age 50, has been a Vice President of WFA and the
Managing General Partner since January 1996. From June 1995 until January 1996,
Mr. Braverman was a Vice President of NPI and NPI Management. From June 1991
until March 1994, Mr. Braverman was President of the Braverman Group, a firm
specializing in management consulting for the real estate and construction
industries.

         Carolyn Tiffany, age 35, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and


                                       30
<PAGE>

asset management departments. From October 1995 to present Ms. Tiffany was a
Vice President in the asset management and investor relations departments of WFA
until December 1997, at which time she became the Chief Operating Officer of
WFA.

        One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
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: Winthrop Partners 79
Limited Partnership; Winthrop Partners 80 Limited Partnership; Winthrop
Residential Associates I, A Limited Partnership; Winthrop Residential Associates
II, A Limited Partnership; Winthrop Residential Associates III, A Limited
Partnership; Nantucket Island Associates Limited Partnership; Presidential
Associates I Limited Partnership; Riverside Park Associates Limited Partnership;
Springhill Lake Investors Limited Partnership; Twelve AMH Associates Limited
Partnership; Winthrop California Investors Limited Partnership; Winthrop Growth
Investors I Limited Partnership; and Fairfield Inn by Marriott Limited
Partnership.

         In addition, each of the foregoing officers and directors hold similar
positions with Newkirk MLP Corp., GFB-AS Manager Corp. and AP-PCC III, L.P.,
entities that through one or more subsidiaries manage over 200 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.

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

Item 10. Executive Compensation.

         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") and
Preferred Units of Limited Partnership Interests (the "Preferred Units"). The
Units and the Preferred Units are not voting securities, except that the consent
of the holders of the Units is required to approve or disapprove


                                       31
<PAGE>

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 and Preferred Units, voting as one class, 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.

         (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                     21.9875                    4.78%
Bronco LLC                                       1.6450            (less than)1%
Cabo Associates LLC                              0.1050            (less than)1%

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.




















                                       32
<PAGE>




         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, 2000 and 2001:

<TABLE>
<CAPTION>
Entity                                 Compensation                           2000           2001
------                                 ------------                           ----           ----
<S>                                    <C>                                <C>            <C>
Winthrop Financial                     Annual Partnership Investor        $190,000       $201,000
 Associates                            Service Fee


Winthrop Financial
 Associates                            Cash Distributions                 $     --       $     --

Winthrop Management LLC                Management Fee                     $522,000       $569,000
Winthrop Management LLC                Construction, Supervision, Legal    $73,000        $42,000
                                       and Leasing Fees
</TABLE>


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

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.
























                                       33
<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 28, 2002

         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 28, 2002
------------------
Michael Ashner

/s/ Thomas Staples        Chief Financial Officer           March 28, 2002
-------------------
Thomas Staples

























                                       34
<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number   Document
------   --------
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 (5)

10(a)    Amended Promissory Note, dated November 1, 1991 payable to the order of
         First Interstate Structures, Inc.(1)

10(b)    Deed of Trust, Assignment of Rents, Security Agreement and
         Financing Statement, dated September 30, 1988 and Amendment to Deed of
         Trust, dated November 1, 1991 ("Deed of Trust")(1)

10(c)    Security Agreement, dated September 30, 1988 and the Amendment to
         Security Agreement, dated as of November 1, 1991(1)

10(d)    Assignment of Leases and Rents, dated as of September 30, 1988 and the
         Amendment to Assignment of Leases and Rents, dated as of November 1,
         1991(1)

10(e)    Special Warranty Deed, dated September 30, 1988(1)

10(f)    Amended and Restated Commercial Management Agreement, dated as of
         January 1, 1990 (the "Management Agreement") and the First Amendment to
         the Management Agreement, dated October 22, 1991(1)

10(g)    Leasing Agreement, dated as of January 1, 1990(1)

10(h)    Exclusive Leasing Agency Agreement dated July 15, 1993 between 1999
         Broadway Partnership and Cushman Realty Corporation of Colorado(2)

10(i)    Amendment to Amended and Restated Limited Partnership Agreement of 1999
         Broadway Associates Limited Partnership(3)

                                       35
<PAGE>

10(j)    Disclosure Statement of 1999 Broadway Partnership dated March 14,
         1996(4)

10(k)    Fourth Amended Plan of Reorganization of 1999 Broadway Partnership
         dated November 1, 1996(6)

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.(6)

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.)(6)

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

(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).

(2)      Incorporated by reference to Registrant's Annual Report on Form 10-K
         for the calendar year ended December 31, 1994.

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

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

(5)      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.

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

                                       36