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


For the fiscal year ended December 31, 2004       Commission File Number 0-20273
                          -----------------                              -------

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

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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |X|

Registrant's revenues for its most recent fiscal year were $ 11,596,000

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

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

                                     PART I

Item 1. Business.

Organization

      1999 Broadway Associates Limited Partnership (the "Registrant") is a
Delaware limited partnership which was formed pursuant to a Certificate of
Limited Partnership filed on January 10, 1989 with the Secretary of State of the
State of Delaware for the sole purpose of investing in and operating a 42-story
office tower located at 1999 Broadway, Denver, Colorado (the "Office Tower"),
together with a parking garage located one and one-half blocks northeast of the
Office Tower at 2099 Welton Street, (the "Parking Garage", and together with the
Office Tower, collectively, the "Property"). The Registrant holds its interest
in the Property indirectly through its ownership of a 100% interest in 1999
Broadway LLC, a Delaware limited liability company (the "Operating Company").
See "Item 2. Description of Properties" below. The general partner of the
Registrant is Winthrop Financial Associates, A Limited Partnership, a Maryland
limited partnership ("WFA" or the "General Partner"). WFA is a real estate
investment company in the business of providing asset and property management
services and providing other financial and leasing services.

      The Property has a heavy concentration of tenants in the technology and
telecommunications industries, both of which have been experiencing severe
decline. Notably, Lucent Technologies, which leases 12% of the Property, has
vacated its space and is marketing it for sublease. Lucent's lease is scheduled
to expire December 2005, at which time the Partnership will be required to
re-tenant the space. Further, Encoda (formerly JDS Columbine) has placed all of
its space in the sublease market. Encoda has committed to retain two floors if
the remaining space can be leased. Because of the decline in the Denver real
estate market, the Partnership may be unable to find a new tenant or tenants at
rental rates that will generate cash flow sufficient to meet its debt service
obligations, in which case the Partnership may be required to raise additional
capital or sell the property.


                                       2
<PAGE>

Employees

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

Property Management

      Effective July 2003, the Operating Partnership retained as its property
manager Kestrel Management, L.P. ("Kestrel Management"), an affiliate of WFA.
Kestrel Management provides day-to-day management services for the Property,
including collection of rents, supervision and maintenance of the Property,
supervising its leasing agent, preparing property tax filings and reports and
bookkeeping. For its services, Kestrel Management receives a management fee
equal to 5% of gross revenues from the operation of the Property. The Operating
Partnership has engaged Cushman & Wakefield of Colorado Inc., as the Office
Tower's exclusive leasing agent for new and 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."


                                       3
<PAGE>

Item 2. Description of Property.

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

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

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

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

Property Information

      In 2004, the Downtown Denver market experienced negative absorption of
approximately 256,000 square feet. With the market still trying to recover, the
Property has been able to maintain an occupancy rate of 85.00%, with major
renewals in the building from GSA for 34,731 square feet and Titanium Metals for
22,219 square feet. The Property still has 173,399 square feet on the sub-lease
market. Lucent Technologies' lease will expire on December 31, 2005 and an
aggressive marketing campaign has been launched to lease their 72,979 square
feet. During 2004 Encoda continued to market all of its 100,420 square feet.
Encoda has committed to retain 35,274 square feet. Meanwhile, Encoda and the
landlord are negotiating with two other existing tenants for their expansion
into Encoda's remaining 65,146 square feet.


                                       4
<PAGE>

      The following table sets forth the average annual occupancy rate and rent
per square foot for the Property for the years ended December 31, 2004 and 2003.

                                                          Average
                    Year           Occupancy           Rent/Sq. Ft.
                    ----           ---------           ------------

                    2004             85.0%                $18.63
                    2003             88.0%                $18.95

      The decrease in occupancy is attributable to Collect America surrendering
22,137 square feet on the 21st floor and Titanium Metals surrendering 12,530
square feet on the 12th floor.

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

<TABLE>
<CAPTION>
                                       Aggregate sq/ft.           Expiration Report
             Number of Tenants       Covered by Expiring           2004 Rental for            Percentage of Total
            whose Leases Expire             Leases               Leases Expiring (1)         Annualized Rental (1)
            -------------------             ------               -------------------         ---------------------
<S>                  <C>                   <C>                        <C>                            <C>
2005                 7                      96,139                    $1,843,610                     17.46%
2006                 4                      26,186                      $540,319                      5.12%
2007                 3                      15,650                      $298,832                      2.83%
2008                 6                     152,361                    $2,941,378                     27.85%
2009                 1                       3,517                       $55,213                       .52%
2010                 3                     126,700                    $1,744,064                     16.51%
2011                 2                      56,897                      $768,745                      7.28%
2012                 0                          --                            --                         --
2013                 0                          --                            --                         --
2014                 1                      23,672                      $203,121                      1.92%
</TABLE>

(1)   Based on actual base rent as of December 31, 2004.

      The following table sets forth those tenants at the Office Tower that, as
of December 31, 2004, occupied more than 10% of the rentable square footage at
the Office Tower, the square feet occupied, the average rent per square feet for
such tenant and the expiration of such tenants lease.

<TABLE>
<CAPTION>
                                                                     Sq. Ft. Rented         Rent/        Lease
Tenant                                 Business                      (% of total)           Sq. Ft.      Expiration
------                                 --------                      ------------           -------      ----------
<S>                                    <C>                            <C>                   <C>          <C>
Encoda (formerly J.D.S. Columbine)     Software Systems               100,420(16%)          $17.00       12/31/08

Lucent Technologies(1)                 Communications Technology       72,979(12%)          $20.84       12/31/05

GSA Department of Labor                Government Services             73,951(12%)          $24.24       11/30/10
</TABLE>

(1)   Lucent has vacated the premises and is seeking to sublet space. Lucent
      continues to pay its rent.


                                       5
<PAGE>

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

                       Balance        Principal Repayment   Interest
Original Balance     at 12/31/04           for 2005           Rate      Maturity
----------------     -----------           --------           ----      --------

$50,000,000          $48,319,000           $504,000           7.97%    11/1/2010

At maturity, a balloon payment of approximately $44,725,000 plus accrued
interest will be due. In addition to the monthly debt service payment, the
Partnership is required to pay $173,550 monthly for escrow and reserve accounts.

      Set forth below is a table showing the carrying value, accumulated
depreciation and federal tax basis (in thousands) of the Property as of December
31, 2004.

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

$57,386,000       $30,090,000        7-35 yrs          S/L           $39,702,000

      The realty tax rate and realty taxes paid for the Property in 2004 were
$64.402/1,000 and $939,903 respectively.

Competition

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

Capital Improvements

      No significant capital improvements are planned in the near future for the
Property other than tenant improvements which are necessary to the leasing-up of
the Property. In this regard, the Operating Partnership expended approximately
$898,000 in 2004 in connection with the tenant improvements and leasing
commissions required under new leases; as well as $208,000 in building
improvements. The Operating Partnership has budgeted approximately $837,000 for
tenant improvements and leasing commissions at the Property in 2005. These
budgeted capital improvements are principally for tenant improvements and
leasing commissions.


                                       6
<PAGE>

Insurance

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

Item 3. Legal Proceedings.

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

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

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


                                       7
<PAGE>

                                     PART II

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

      There is no established public trading market for Units in the Registrant.
Trading in Units is sporadic and occurs through private transactions. As of
March 1, 2005, there were approximately 429 holders of 460 Units.

      There were no distributions made by the Registrant during the years ended
December 31, 2004 and 2003.

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

      Affiliates of the General Partner own a total of 59.8375 Units
representing approximately 13.00% of the total Units. A number of these Units
were acquired pursuant to a tender offer made by an affiliate of the General
Partner. It is possible that this affiliate may make additional offers in the
future.

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


                                       8
<PAGE>

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

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

Liquidity and Capital Resources

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

      The Registrant's level of liquidity based on cash and cash equivalents
decreased by $95,000 for the year ended December 31, 2004, as compared to
December 31, 2003. The decrease is due to $1,656,000 of cash used in investing
activities and $455,000 of cash used for mortgage principal payments (financing
activities), which were partially offset by $2,016,000 of cash provided by
operating activities. Net cash used in investing activities consisted of
$839,000 of cash used for improvements to real estate, primarily tenant
improvements, $276,000 of cash expended on leasing costs and commissions, and a
$541,000 net use from restricted cash accounts. The Property is approximately
85% leased as of December 31, 2004 as compared to 88% at December 31, 2003. At
December 31, 2004, the Registrant had $1,524,000 in cash and cash equivalents,
of which approximately $1,135,000 was invested primarily in money market mutual
funds.

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

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


                                       9
<PAGE>

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

      The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the Property to adequately maintain the physical assets
and the other operating needs of the Operating Company. Such assets are
currently thought to be sufficient for any near-term and long-term needs of the
Operating Company. The Partnership anticipates expending approximately $837,000
on capital improvements to the Property during 2005. During the year ended
December 31, 2004, the Partnership made no distributions to the partners.

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

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

Results of Operations

      Net loss for the year ended December 31, 2004 was $416,000 as compared to
a net loss of $163,000 for the year ended December 31, 2003. The increase in net
loss was due to a decrease in operating income, partially offset by a decrease
in interest expense. Operating results, before non-operating income (expense)
declined by $278,000 for the year ended December 31, 2004, as compared to 2003,
primarily due to decreases in revenue of $257,000 and increases in expenses of
$21,000.

      Revenue decreased by $257,000 for the year ended December 31, 2004, as
compared to 2003, due to decreases in other income of $91,000 and rental income
of $166,000. Other income decreased due to a decrease in volume of other
billable services provided by the Property, including the Garage operation.
Rental income decreased due to a decrease in occupancy and a decrease in average
rental rates.


                                       10
<PAGE>

      Expenses increased by $21,000 for the year ended December 31, 2004, as
compared to 2003, due to increases in real estate taxes ($3,000), payroll and
payroll expense reimbursements ($26,000), general and administrative costs
($39,000), amortization ($15,000), management and other fees (16,000), utilities
($40,000) and operating expenses ($20,000). These increases were slightly offset
by decreases in repairs and maintenance ($39,000), depreciation ($92,000) and
insurance ($7,000).

      Interest expense decreased by $25,000 due to a decrease in the outstanding
balance of the loan. All other income and expense items remained relatively
constant.

Quantitative and Qualitative Disclosures of Market Risk

      The Registrant does not have any financial instruments that would expose
it to market risk associated with the risk of loss arising from adverse changes
in market rates and prices. The Registrant's mortgage note payable at December
31, 2004 is at a fixed rate of interest.


                                       11
<PAGE>

Item 7. Financial Statements

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                        Consolidated Financial Statements

                          Year Ended December 31, 2004

                                Table of Contents

                                                                          Page
                                                                          ----

Report of Independent  Registered Public Accounting Firm                   13
Consolidated Financial Statements:

Balance Sheets at December 31, 2004 and 2003                               14

Statements of Operations for the Years Ended
     December 31, 2004 and 2003                                            15

Statements of Partners' Deficit for the Years Ended
     December 31, 2004 and 2003                                            16

Statements of Cash Flows for the Years Ended
     December 31, 2004 and 2003                                            17

Notes to Consolidated Financial Statements                               18 - 24


                                       12
<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Partners
1999 Broadway Associates Limited Partnership:

We have audited the accompanying consolidated balance sheets of 1999 Broadway
Associates Limited Partnership (the "Partnership") and its subsidiaries as of
December 31, 2004 and 2003, 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of 1999
Broadway Associates Limited Partnership and its subsidiaries as of December 31,
2004 and 2003, 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 10, 2005


                                       13
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Unit Data)

                                                                DECEMBER 31,
                                                            -------------------
                                                              2004       2003
                                                            --------   --------

ASSETS

Real estate, at cost:

Land                                                        $  1,700   $  1,700
Buildings and improvements, net of accumulated
   depreciation of $30,090 (2004) and $28,019 (2003)          25,596     26,828
                                                            --------   --------

                                                              27,296     28,528

Other Assets:

Cash and cash equivalents                                      1,524      1,619
Restricted cash                                                3,381      2,840
Other assets                                                     601        531
Deferred rent receivable                                       2,792      2,749
Deferred costs, net of accumulated amortization
   of $3,407 (2004) and $2,952 (2003)                          2,166      2,345
                                                            --------   --------

            Total assets                                    $ 37,760   $ 38,612
                                                            ========   ========

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:

Mortgage loan payable                                       $ 48,319   $ 48,774
Accrued interest payable                                         332        335
Accounts payable and accrued expenses                          1,856      1,449
Deferred lease termination fee                                    83        413
Payable to related party                                         258        301
Security deposits                                                 98        110
                                                            --------   --------

            Total liabilities                                 50,946     51,382
                                                            --------   --------

Partners' Deficit:

Investor limited partners' deficit (460 units outstanding)   (11,498)   (11,086)
General partner's deficit                                     (1,688)    (1,684)
                                                            --------   --------

            Total Partners' Deficit                          (13,186)   (12,770)
                                                            --------   --------

            Total Liabilities and Partners' Deficit         $ 37,760   $ 38,612
                                                            ========   ========

                See notes to consolidated financial statements.


                                       14
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In Thousands, Except Unit Data)

                                                        YEARS ENDED DECEMBER 31,
                                                        ------------------------

                                                          2004           2003
                                                        --------       --------

REVENUES:

   Rental income                                        $ 11,381       $ 11,547
   Other income                                              215            306
                                                        --------       --------

     Total revenues                                       11,596         11,853
                                                        --------       --------

EXPENSES:

   Real estate taxes                                         881            878
   Payroll and payroll expense reimbursements                796            770
   Operating expenses                                        661            641
   Repairs and maintenance                                 1,063          1,102
   Utilities                                                 892            852
   Management and other fees                                 811            795
   General and administrative costs                          238            199
   Insurance                                                 236            243
   Depreciation                                            2,071          2,163
   Amortization                                              422            407
                                                        --------       --------

     Total expenses                                        8,071          8,050
                                                        --------       --------

Operating income                                           3,525          3,803

Non-operating income (expense):
   Interest income                                            25             25
   Interest expense                                       (3,966)        (3,991)
                                                        --------       --------

Net loss                                                $   (416)      $   (163)
                                                        ========       ========

Net loss allocated:

   General Partner                                      $     (4)      $     (2)

   Investor Limited Partners                                (412)          (161)
                                                        --------       --------

     Net loss                                           $   (416)      $   (163)
                                                        ========       ========

Net loss allocated per unit:

   Investor Limited Partners                            $(895.65)      $(350.00)
                                                        ========       ========

                See notes to consolidated financial statements.


                                       15
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                  CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT

                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                        (In Thousands, Except Unit Data)

                                 Units of    Investor
                                 Limited      Limited     General
                               Partnership   Partners'   Partner's
                                 Interest     Deficit     Deficit        Total
                               -----------   ---------   ---------     --------
Balance - January 1, 2003             460    $(10,925)    $ (1,682)    $(12,607)

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

Balance - December 31, 2003           460     (11,086)      (1,684)     (12,770)

Net loss                               --        (412)          (4)        (416)
                                 --------    --------     --------     --------

Balance - December 31, 2004           460    $(11,498)    $ (1,688)    $(13,186)
                                 ========    ========     ========     ========

                 See notes to consolidated financial statements.


                                       16
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                            ------------------------

                                                                2004        2003
                                                             ---------   ---------
<S>                                                          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                     $    (416)  $    (163)
Adjustments to reconcile net loss to net cash provided by
 operating activities:
   Depreciation and amortization                                 2,526       2,605
   Amortization of deferred lease termination fee                 (330)       (330)
   Deferred rent receivable                                        (43)       (454)
   Changes in assets and liabilities:
     Other assets                                                  (70)        (12)
     Accounts payable, accrued expenses, payable
      to related party and security deposits                       352         148
     Accrued interest payable                                       (3)         (3)
                                                             ---------   ---------

          Net cash provided by operating activities              2,016       1,791
                                                             ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to buildings and improvements                           (839)     (1,755)
Additions to restricted cash                                    (2,282)     (2,328)
Restricted cash released                                         1,741       2,663
Deferred costs                                                    (276)       (614)
                                                             ---------   ---------

          Net cash used in investing activities                 (1,656)     (2,034)
                                                             ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on mortgage loan                               (455)       (430)
                                                             ---------   ---------

          Cash used in financing activities                       (455)       (430)
                                                             ---------   ---------

Net Decrease in Cash and Cash Equivalents                          (95)       (673)

Cash and Cash Equivalents, Beginning of Year                     1,619       2,292
                                                             ---------   ---------

Cash and Cash Equivalents, End of Year                       $   1,524   $   1,619
                                                             =========   =========

Supplemental Disclosure of Cash Flow Information:

   Cash paid for interest                                    $   3,935   $   3,959
                                                             =========   =========
</TABLE>

                 See notes to consolidated financial statements.


                                       17
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization

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

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

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

      Principles of Consolidation

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

      Use of Estimates

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


                                       18
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

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

      Real Estate

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

      Cash and Cash Equivalents

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

      Concentration of Credit Risk

      The Partnership maintains cash balances at institutions insured up to
      $100,000 by the Federal Deposit Insurance Corporation. Balances in excess
      of $100,000 are usually invested in money market accounts, secured by
      United States Treasury obligations. Cash balances exceeded these insured
      levels during the year. As of December 31, 2004 the Partnership had
      approximately $1,135,000 invested in money market accounts which are
      included in cash and cash equivalents.

      Depreciation

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

      Deferred Rent Receivable

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

      Deferred Costs

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


                                       19
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

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

      Income Taxes

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

      Advertising

      The Partnership expenses the cost of advertising as incurred. Advertising
      expenses of approximately $84,000 and $68,000 were incurred for the years
      ended December 31, 2004 and 2003, 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, 2004 and
      2003, consist primarily of cash and cash equivalents, short-term trade
      receivables and payables, for which the carrying amounts approximate fair
      values due to the short-term maturity of these instruments, and long-term
      debt. The fair value of the Partnership's long-term debt is approximately
      $51,272,000 at December 31, 2004.

Note 2 - DEFERRED COSTS

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

                                     Period            2004             2003
                                     ------            ----             ----

      Mortgage loan fees          Mortgage term    $    340,000    $    340,000
      Lease commissions           Lease term          5,070,000       4,800,000
      Lease costs                 Lease term            163,000         157,000
                                                   ------------    ------------
                                                      5,573,000       5,297,000

      Accumulated amortization                       (3,407,000)     (2,952,000)
                                                   ------------    ------------
                                                   $  2,166,000    $  2,345,000
                                                   ============    ============


                                       20
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

Note 3 - MORTGAGE LOAN PAYABLE

      The Property is encumbered by a mortgage loan that had a principal balance
      due as of December 31, 2004 of $48,319,000. The loan is payable over ten
      years and requires monthly payments of $365,837 representing principal and
      interest fixed at 7.97% per annum. At November 1, 2010, the date of
      maturity, a balloon payment of approximately $44,725,000 plus accrued
      interest will be due. In addition to the monthly debt service payment, the
      Partnership is required to pay $173,550 monthly for escrow and reserve
      accounts.

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

              Year                                                     Amount
              ----                                                     ------
              2005..........................................      $    504,000
              2006..........................................           546,000
              2007..........................................           592,000
              2008..........................................           631,000
              2009..........................................           694,000
              Thereafter....................................        45,352,000
                                                                  ------------
              Total.........................................      $ 48,319,000
                                                                  ============

Note 4 - DEFERRED LEASE TERMINATION FEE

      On December 12, 2001, the Partnership received a lease termination payment
      of $1,303,000 from a tenant. This payment has been deferred and is being
      amortized into income for financial statement purposes until such time as
      a new tenant occupies the vacated space. During each of the years ended
      December 31, 2004 and 2003, $330,000 was amortized into rental income. As
      a condition for accepting the lease termination payment, the mortgage
      holder required the Partnership to deposit the payment into the mortgage
      reserve account. The payment will be fully amortized in the first quarter
      of 2005.

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 Kestrel Management, L.P. an
            annual property management fee equal to 5% of cash receipts.
            Management fees of approximately $571,000 and $569,000 were incurred
            for the years ended December 31, 2004 and 2003, respectively.


                                       21
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

Note 5 - RELATED PARTY TRANSACTIONS (Continued)

      b.    The Partnership pays or accrues to an affiliate of 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 $240,000. Fees of approximately $240,000 and
            $226,000 were paid for the years ended December 31, 2004 and 2003,
            respectively.

      c.    The Partnership pays or accrues to an affiliate of WFA a
            construction management fee equal to 5% of the aggregate cost of
            each applicable construction project. Fees of $41,000 and $84,000
            were incurred during the years ended December 31, 2004 and 2003,
            respectively, and have been capitalized to the cost of building and
            improvements.

      d.    No distributions were made during the year ended December 31, 2004
            and 2003, respectively.

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, 2004, are as follows:

                        2005                         $ 10,191,000
                        2006                            8,346,000
                        2007                            8,167,000
                        2008                            7,899,000
                        2009                            5,824,000
                        Thereafter                     13,602,000
                                                     ------------

                                                     $ 54,029,000
                                                     ============

      The Partnership received more than 10% of its lease revenue from three
      tenants in 2004 and 2003. During 2004 and 2003, the Partnership's three
      largest tenants collectively accounted for approximately 51% and 52%,
      respectively, of the total rental revenue. In December 2005, one of the
      leases representing 13.4% of 2004 rental income will expire.

Note 7 - PARTNERS' DISTRIBUTIONS

      There were no distributions of cash for the year ended December 31, 2004
      and 2003, respectively.


                                       22
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

Note 8 - RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

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

      (In Thousands)

                                                         2004         2003
                                                       --------     --------

      Net loss - financial statements                  $   (416)    $   (163)
          Differences resulted from:
             Depreciation                                   231          368
             Lease Termination Fee                         (330)        (330)
             Prepaid Rents                                  126          (50)
             Rental Revenue                                 (44)        (454)
             Capitalized Interest                            67          139
             Other                                           (1)          (1)
                                                       --------     --------

             Net loss for tax purposes                 $   (367)    $   (491)
                                                       ========     ========

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 2004 and 2003 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>
      2004

      Rental income                    $ 11,381    $     --    $     --     $ 11,381
      Other income                           37         178          --          215
      Interest income                        25          --          --           25
      Interest expense                    3,845         121          --        3,966
      Depreciation and amortization       2,447          46          --        2,493
      Segment profit (loss)                 676          11        (271)        (416)
      Total assets                       36,891         869          --       37,760
      Capital expenditures                  839          --          --          839
</TABLE>


                                       23
<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

Note 9 - SEGMENT INFORMATION (Continued)

<TABLE>
      <S>                              <C>         <C>         <C>          <C>
      2003

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


                                       24
<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
2004 or 2003 audits of the Partnership's financial statements.

Item 8A. Controls and Procedures.

      As of the end of the period covered by this annual report on Form 10-KSB,
an evaluation was carried out under the supervision and with the participation
of the General Partner's management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the Registrant's disclosure
controls and procedures (as such term is defined in Rule 13a-15 (e) under the
Securities Exchange Act of 1934). Based on that evaluation, the General
Partner's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Registrant's disclosure controls and
procedures were effective as of the end of the period covered by this report. In
addition, no change in our internal control over financial reporting (as defined
in Rule 13a- 15 (f) under the Securities Exchange Act of 1934) occurred during
the fourth quarter of our fiscal year ended December 31, 2004 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

Item 8B. Other Information

None.


                                       25
<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 officers or directors. The General Partner manages
and controls substantially all of the Registrant's affairs and has general
responsibility and ultimate authority in all matters affecting its business. As
of March 1, 2005, the names of the directors and executive officers of the
General Partner 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 and Director                     1-96

Peter Braverman             Executive Vice President and Director                    1-96

Carolyn Tiffany             Chief Operating Officer and Clerk                       10-95

Thomas C. Staples           Chief Financial Officer                                  1-99
</TABLE>

      Mr. Ashner, age 52, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership and its affiliates ("WFA"), since
January 1996. Mr. Ashner is also the Chief Executive Officer of Newkirk MLP
Corp., the manager of the general partner of The Newkirk Master Limited
Partnership ("Newkirk") as well as the Chief Executive Officer of First Union
Real Estate Equity and Mortgage Investments ("First Union"), a real estate
investment trust listed on the New York Stock Exchange. Mr. Ashner also
currently serves on the Boards of Directors of the following publicly traded
companies: GB Holdings Inc. and Atlantic Entertainment Holdings, Inc., hotel and
casino operators, First Union and NBTY Inc., a manufacturer, marketer and
retailer of nutritional supplements.

      Mr. Braverman, age 53, has been the Executive Vice President of WFA since
January 1996. Mr. Braverman is also the Executive Vice President of Newkirk and
the President of First Union. Mr. Braverman also currently serves on the Board
of Directors of First Union.

      Ms. Tiffany, age 38, has been the Chief Operating Officer of WFA since
December 1997. Ms. Tiffany is also the Chief Operating Officer and Secretary of
Newkirk and First Union.

      Mr. Staples, age 49, has been has been with WFA since 1995 and has served
as its Chief Financial Officer since January 1999. Mr. Staples also serves as
the Chief Financial Officer of First Union and Newkirk. Mr. Staples is a
certified public accountant.

      One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of a number of limited
partnerships which either have a class of securities registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934, or are subject to the
reporting requirements of Section 15(d) of such Act.


                                       26
<PAGE>

      Except as indicated above, neither the Registrant nor the 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
General Partner.

Item 10. Executive Compensation.

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

      (a) Security Ownership of Certain Beneficial Owners. The Registrant has
issued and outstanding Units of Limited Partnership Interests (the "Units"). The
Units are not voting securities, except that the consent of the holders of the
Units is required to approve or disapprove certain transactions, including the
removal of a General Partner and the amendment of the Registrant partnership
agreement. In addition, the requisite consent of the holders of Units is
required to approve the sale of all or substantially all of the assets of the
Registrant in a single or related series of transactions. Two holders of Units
own beneficially more than 5% of the outstanding Units at March 1, 2005.
Affiliates of the General Partner collectively own 59.8375 Units representing
13% of the total outstanding Units and affiliates of Equity Resources Group
Incorporated collectively own 48.9875 Units representing 10.65% of the total
outstanding Units.


                                       27
<PAGE>

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

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

Win Partner Interest LLC                 30.1000                    6.54%
Win Partner Interest II LLC              29.7375                    6.46%

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, WFA (the
General Partner) and its affiliates are entitled to receive various fees,
commissions, cash distributions, allocations of taxable income and loss and
expense reimbursements from the Registrant.

      The following table sets forth the amounts of fees, commissions and cash
distributions which the Registrant or the Operating Partnership paid to or
accrued to the account of the General Partner or its affiliates for the years
ended December 31, 2004 and 2003:

<TABLE>
<CAPTION>
      Entity                                    Compensation                           2004              2003
      ------                                    ------------                           ----              ----
      <S>                                       <C>                                  <C>               <C>
      Winthrop Financial Associates             Annual Partnership Investor          $240,000          $226,000
                                                Service Fee

      Kestrel Management L.P.                   Management Fee                       $571,000          $569,000

      Winthrop Management LLC                   Construction, Supervision,           $ 41,000          $ 84,000
                                                Legal and Leasing Fees
</TABLE>

      See "Item 7, Financial Statements - Note 5" for additional information
with respect to related party transactions.


                                       28
<PAGE>

Item 13. 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.

Item 14. Principal Accounting Fees and Services

      The Managing General Partner has reappointed Imowitz, Koenig & Co., LLP as
independent auditors to audit the consolidated financial statements of the
Partnership for 2005.

Audit Fees. Imowitz, Koenig & Co., LLP billed the Partnership for audit fees of
approximately $31,000 and $31,000 for the years ended December 31, 2004 and
2003.

Audit Related Fees. Imowitz, Koenig & Co., LLP did not provide any audit related
fees services to the Partnership for the years ended December 31, 2004 and 2003.

Tax Fees. Imowitz, Koenig & Co., LLP billed the Partnership for tax services of
approximately $19,000 and $19,000 for the years ended December 31, 2004 and
2003, respectively.

Other Fees. Imowitz, Koenig & Co., LLP did not provide any other services to the
Partnership for which the Partnership was billed during the years ended December
31, 2004 and 2003.


                                       29
<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 31, 2005

      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 31, 2005
-----------------------
Michael Ashner


/s/ Thomas Staples           Chief Financial Officer              March 31, 2005
-----------------------
Thomas Staples


                                       30
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                                Document                              Page

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

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

4 (b)           Amended and Restated Partnership Agreement of 1999           (1)
                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

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

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

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

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

10 (l)          Reaffirmation, Ratification and Amendment Agreement          (5)
                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.

10 (m)          Guaranty made as of February 28, 1997, by 1999               (5)
                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.)

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

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

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


                                       31
<PAGE>

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

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

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

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


                                       32