UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
  FORM
10-K
 (Mark
One)


x
                                                    ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31,
      2008o
                                                    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from ________ to _________Commission
      File Number    0-12210
 PRESIDENTIAL
ASSOCIATES I LIMITED PARTNERSHIP
 (Exact
name of registrant as specified in its
charter)
  Maryland
                              04-2801764(State
      or other jurisdiction of incorporation or organization)
                              (IRS
      Employer Identification No.)
  1280
Massachusetts Avenue, 4th Floor,
Cambridge, MA 02138
 (Address
of principal executive offices)
 Registrant’s
      telephone number
                                                                                                                      (617) 876-4800
  Securities
      registered pursuant to Section 12(b) of the Act:NONE
  Securities
registered pursuant to Section 12(g) of the Act:
  Units of
Limited Partnership Interest
 (Title of
class)


(Title of
class)
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes 
o   No 
x
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes 
o   No 
x
  Note –
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under
those Sections.
  Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes 
x   No 
o
  
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) 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-K
or any amendment to this Form 10-K. Yes 
x   No 
o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.
   Large
      accelerated filer o
                  Accelerated
      filer o
                  Non-accelerated
      filer o
                  Small
      reporting company x
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes 
o   No 
x
  State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.     $1,030,797.60
  Note.—If
a determination as to whether a particular person or entity is an affiliate
cannot be made without involving unreasonable effort and expense, the aggregate
market value of the common stock held by non-affiliates may be calculated on the
basis of assumptions reasonable under the circumstances, provided that the
assumptions are set forth in this Form.
  APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
  Check
whether the registrant filed all documents and reports required to be filed by
Section l2, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes o   No 
o




APPLICABLE
ONLY TO CORPORATE ISSUERS











DOCUMENTS
INCORPORATED BY REFERENCE


NONE









2


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,” “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-K 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.     Description of
Business.





Organization





Presidential Associates I Limited
Partnership (the “Partnership”) was organized as a Maryland limited partnership
under the Maryland Revised Uniform Limited Partnership Act on July 20, 1983, for
the purpose of investing in Presidential Towers Ltd. (the “Operating
Partnership”), an Illinois limited partnership organized for the purpose of
building, owning and operating a residential apartment complex in downtown
Chicago, Illinois (the “Project”).





The general partners of the Partnership
are Winthrop Financial Co., Inc., a Massachusetts corporation (the “Managing
General Partner”), and Linnaeus-Phoenix Associates Limited Partnership
(“Linnaeus-Phoenix”).  Collectively, the Managing General Partner and
Linnaeus-Phoenix are referred to herein as the “General
Partners.”  The Managing General Partner is a wholly-owned subsidiary
of ERI/WIN GP LLC.





The only business of the Partnership is
investing as a limited partner in the Operating Partnership.  As of
the date hereof, the general partners of the Operating Partnership are (i)
McHugh Levin Associates Venture (“McHugh Levin”), an Illinois limited
partnership whose general partners are James P. McHugh and Daniel E. Levin, (ii)
Madison-Canal Company, an Illinois limited partnership whose general partner is
Daniel J. Shannon and (iii) TKI Presidential Partners.





As of the date hereof, the Partnership
holds a 19.998% limited partnership interest in the Operating
Partnership.  In exchange for this interest the Partnership made a
capital contribution of $33,172,524 to the Operating Partnership.





3


Development





The Partnership was initially
capitalized with contributions totaling $300 from the General
Partners.  In September 1983, the Partnership completed a private
offering of 590 units of limited partnership interest (the “Units”) pursuant to
Regulation D under the Securities Act of 1933.  The Partnership raised
$59,000,000 in capital contributions from 545 investor limited partners (the
“Limited Partners”).  Of the $59,000,000 raised, $697,380 was received
upon the Limited Partners’ admission to the
Partnership, and the balance was paid in installments pursuant to the terms of
promissory notes (the “Investor Notes”) delivered to the Partnership by the
Limited Partners.  The last installment was due on January 15,
1990.  However, as of April 1, 2006, $21,865 of this installment
remains uncollected.  During the year ended December 31, 2007, the
amount of capital contribution receivable from such investors was adjusted with
the distributions payable to such investors.





As a result of a restructuring
transaction that occurred in 1995 and the investment by TKI Presidential
Partners (“TKI”) of $14,000,000 over a six year period in the Operating
Partnership, the Partnership’s interest in the Operating Partnership was reduced
from a 94.99% limited partnership interest to a 19.998% limited partnership
interest and certain control rights over major business decisions of the
Operating Partnership were transferred to TKI.  Pursuant to the terms
of the partnership agreement of the Operating Partnership, the Partnership is
entitled to receive a reimbursement from the Operating Partnership for its
administrative expenses and professional fees up to an annual maximum of
$30,000.  The Operating Partnership made distributions to the
Partnership during 2008 and 2007 of $1,679,832 and $65,393,460,
respectively.





On March
7, 2007 the Operating Partnership entered into an agreement to sell the Project.
The sale closed on April 18, 2007, resulting in a cash distribution of
$65,393,460 to the Partnership.  The Managing General Partner has
reserved $5,000,000 intended to cover any unforeseen
liabilities.  After repayment of debt, expenses incurred by the
Operating Partnership in connection with the sale, and costs and fees payable by
the Partnership in connection with the transaction, the Managing General Partner
distributed cash proceeds to the investor limited partners in the aggregate
amount of $56,227,336, which equates to $94,239.56 per investment unit for
individuals and $98,032.69 for non-individuals.





On
January 24, 2008, the Partnership received a distribution from the Operating
Partnership of $1,679,832.  This leaves the Operating Partnership with
approximately $1,000,000 in its bank account to satisfy contingent
obligations.  Once these obligations are satisfied, it is expected
that the Operating Partnership will distribute any remaining funds and
liquidate.





On February 27, 2008, theManaging General Partner distributed cash proceeds to the limited
partners in the aggregate amount of $1,302,100 which equates to $2,206.95 per
investment unit.  As of December 31, 2008, there were approximately
485 investor limited partners holding 590 outstanding units.









4


Employees





The Partnership has no
employees.  The Managing General Partner is directly responsible for
providing the asset management and investor services to the
Partnership.





Item
1A.  Risk
Factors.





Not Applicable







Item
1B.  Unresolved Staff
Comments.





None







Item
2.     Properties.





The Partnership has no properties other
than its interest in the Operating Partnership.







Item
3.     Legal
Proceedings.





To the best of the Partnership’s
knowledge, there are no material pending legal proceedings to which it is a
party.







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.











5


PART
II





Item
5. Market for the Issuer’s
Common Equity, Related Security Holder Matters and Issuer Purchases of Equity
Securities.





The Partnership is a limited
partnership and thus has no common stock.  There is no established
public trading market for the Units in the Partnership.  Trading in
Units is sporadic and occurs solely through private transactions.





As of April 1, 2009, there were
approximately 485 holders of 590 outstanding Units.





The Partnership Agreement requires that
Cash Flow (as defined therein) be distributed to the partners in specified
proportions at reasonable intervals during the fiscal year and in any event no
later than 60 days after the close of each fiscal year.  There are no
restrictions on the Partnership’s present or future ability to make
distributions of cash flow.  For the years ended December 31, 2008 and
2007, the Partnership made distributions to its investor limited partners of
approximately $1,302,100 and $56,227,336, respectively, and $34,266 and $307,656
to each of the General Partners.  See Item 6 “Management’s Discussion
and Analysis or Plan of Operation” for the Partnership’s ability to make
distributions 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 Partnership.  Pursuant to the
rules of the Securities and Exchange Commission, when a tender offer is
commenced for Units the Partnership 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, the rules of the Securities and Exchange
Commission do not require that the bidders in certain tender offers provide the
Partnership with a copy of their offer.  As a result, the General
Partners often do not become aware of such offers until shortly before they are
scheduled to expire or even after they have expired.  Accordingly, the
General Partners do not have sufficient time to advise limited partners of its
position on the tender.  In this regard, please be advised that
pursuant to the discretionary right granted to the Managing General Partner in
the Partnership Agreement to reject any transfers of Units, the General Partners
will not permit the transfer of any Unit in connection with a tender offer
if:  (i) the Partnership is not provided with a copy of the bidder’s
offering materials, including amendments thereto, simultaneously with their
distribution to the limited partners; (ii) the offer does not provide 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 is not 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. As of the date of this report, no further transfers
of Units will be permitted due to the sale of the Project by the Operating
Partnership.






6


Item
6.     Selected Financial
Data.





Not Applicable





Item
7. Management’s Discussion and
Analysis of Financial Condition and Results of
Operations.





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





Liquidity and Capital
Resources





The
Partnership’s primary source of liquidity is distributions from Presidential
Towers Ltd., an Illinois limited partnership (the “Operating
Partnership”).  As a result of a significant restructuring of the
ownership and debt of the Operating Partnership that was finalized in April
1995, the Partnership currently holds a 19.998% limited partnership interest in
the Operating Partnership.  The Partnership is responsible for paying
various administrative costs associated with monitoring the Partnership’s
investment in the Operating Partnership, and paying various professional fees
associated with the affairs of the Partnership.





The
Operating Partnership made a distribution to the Partnership during the years
ended 2008 and 2007 of $1,679,832and
$65,393,460, respectively.  In connection with the April 1995
restructuring, the Partnership is entitled to receive a reimbursement from the
Operating Partnership for its administrative expenses and professional fees up
to an annual maximum of $30,000 as well as its allocable share of all
distributions after a preferred return to TKI Presidential Partners (“TKI”),
which preferred return was satisfied in 2001.  In addition, the
Operating Partnership distributes to the Partnership an amount equal to the
amount of income allocated to the Partnership by the Operating Partnership in
each year. Accordingly, depending on the property’s operating results, it is
expected that the Partnership will receive annual distributions from the
Operating Partnership.





As of
December 31, 2008 and 2007, the amounts receivable from the Operating
Partnership for annual reimbursement of expenses is $60,000and
$60,000, respectively, which is included in due from affiliates in the balance
sheet.





As of
December 31, 2008, defaulted limited partners owed the Partnership $404,300.This
receivable is a result of five limited partners who defaulted on their final
capital call.  The amount owed to the partnership has increased
through interest income earned on the note, and decreased by distributions paid
to the partners.  Since collection of this receivable is considered
doubtful, the Partnership has recorded an allowance for the entire $404,300.





7


As of
December 31, 2008, the Partnership owed distributions to investor limited
partners in the amount of $347,793.The
liability is due to checks that were issued to investors then voided and is
expected to be repaid during the year ending December 31, 2009.





The Partnership’s
liquidity based on cash and cash equivalents decreased by$4,403,260
to$7,094,593
at December 31,
2008, as compared to December 31, 2007.This decrease was due
to the decrease in distributions received from the Operating Partnership from
$65,393,460 in 2007 to 1,679,832 in 2008, as offset by distributions made to the
Partnership’s investors of $56,842,648 and $1,370,632,
respectively.  Accounts payable and accrued expenses increased by
$2,081 for accruals made for audit and accounting fees and legal
fees.  It is expected that so long as the Partnership’s administrative
expenses do not exceed $30,000 in any year, unless the Operating Partnership
makes a distribution, the Partnership’s cash and cash equivalents will remain
relatively constant until the Operating Partnership is liquidated.





The
Partnership’s liquid assets are currently thought to be sufficient for any
near-term needs of the Partnership.  The Partnership did not have any
off balance sheet arrangements in any of the years as presented.








Results of
Operations





The Partnership’s net income for the
year ended December 31, 2008 was $1,772,841 as compared to net income of
$62,113,788 for the year ended December 31, 2007.  This decrease in
2008 was due to the decrease in distributions from the Operating Partnership
which was classified as other income.  There was also a decrease in
interest income of $1,316,331 due to a decrease in cash balances during
2008.





The Partnership is entitled to receive
interest income at 18 percent per annum on investor notes from defaulted
investors.  Due to the uncertainty of the collection of defaulted
investor notes, the Partnership recognizes interest income only as collections
are made from the final anticipated distributions due to defaulted
investors.  For the year ended
December 31, 2008, the Partnership earned $61,938 of interest income, of which
$11,037 is treated as distributions retained and disclosed as a noncash
operating activity on the statements of cash flows.





The Partnership’s decrease in net
income during 2008 was reduced partially by an decrease in expenses mainly due
to state replacement tax of $1,572,376 and liquidation fee expense of
$2,850,000, incurred as a result of the sale of the Operating Partnership’s
underlying rental property and proposed dissolution of the Partnership and the
Operating Partnership during 2007.





8


Off-balance Sheet
Arrangements





The Partnership has no off-balance
sheet arrangements.







Item  7A.
Quantitative and
Qualitative Disclosures About Market Risk.





Not Required







Item
8.    Financial Statements and
Supplementary Data.





The audited financial statements of the
Partnership for the fiscal years ended December 31, 2008 and December 31, 2007,
including the accompanying notes thereto, are included in this Item
8.




































9


Presidential
Associates I Limited Partnership





TABLE OF
CONTENTS








PAGEREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                    11FINANCIAL
      STATEMENTSBALANCE
      SHEETS
                    12STATEMENTS
      OF INCOME
                    13STATEMENTS
      OF PARTNERS’ EQUITY (DEFICIT)
                    14STATEMENTS
      OF CASH FLOWS
                    15NOTES
      TO FINANCIAL STATEMENTS
                    16














10


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM










To the
Partners


Presidential
Associates I Limited Partnership





We have
audited the accompanying balance sheets of Presidential Associates I Limited
Partnership as of December 31, 2008 and 2007, and the related statements of
operations, partners’ equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership’s management.  Our responsibility is to express an opinion
on these financial statements based on our 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 audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Partnership has determined that it is not required to have, nor were we engaged
to perform, an audit of its internal control over financing
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Presidential Associates I Limited
Partnership as of December 31, 2008 and 2007, and the results of its operations,
changes in partners’ equity (deficit) and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.





As
discussed in Note A, the Operating Partnership sold its property in 2007 and
intends to dissolve in 2009, or as soon thereafter as possible.  Upon
dissolution of the Operating Partnership, and satisfaction of Partnership
obligations, any remaining cash will be distributed to investors and the
Partnership will dissolve its operations.





/s/
Reznick Group, P.C.


Bethesda,
Maryland


April 14,
2009








11


Presidential
Associates I Limited Partnership





BALANCE
SHEETS





December
31, 2008 and 2007


ASSETS2008
                      
                      
                      2007Cash
      and cash equivalents
                      
                      $
                      7,094,593
                      
                      
                      $
                      11,497,853Due
      from investor limited partners,net
      of allowance of $404,300 and $353,399
                      
                      
                      3,310
                      
                      
                      
                      —Due
      from affiliates
                      
                      
                      60,000
                      
                      
                      
                      60,000TOTAL
      ASSETS
                      
                      $
                      7,157,903
                      
                      
                      $
                      11,557,853LIABILITIES
      AND PARTNERS’ EQUITYLIABILITIESAccounts
      payable
                      
                      $
                      46,923
                      
                      
                      $
                      36,553Accrued
      state replacement tax
                      
                      
                      —
                      
                      
                      
                      1,572,376Due
      to investor limited partners
                      
                      
                      347,793
                      
                      
                      
                      737,946Due
      to affiliate of managing general partner
                      
                      
                      —
                      
                      
                      
                      2,850,000TOTAL
      LIABILITIES
                      
                      
                      394,716
                      
                      
                      
                      5,196,875PARTNERS’
      EQUITY
                      
                      
                      6,763,187
                      
                      
                      
                      6,360,978TOTAL
      LIABILITIES AND PARTNERS’ EQUITY
                      
                      $
                      7,157,903
                      
                      
                      $
                      11,557,853

















See notes
to financial statements




12


Presidential
Associates I Limited Partnership




STATEMENTS
OF INCOME




Years
ended December 31,





2008
              
              
              2007ExpensesOther
              
              $
              219,493
              
              
              $
              4,908,505(219,493
              )
              
              
              (4,908,505
              )Other
      incomeDistribution
      from Operating Partnership
              
              
              1,679,832
              
              
              
              65,393,460Dividend
      and interest income
              
              
              312,502
              
              
              
              1,628,833NET
      INCOME
              
              $
              1,772,841
              
              
              $
              62,113,788Units
      of investor limited partnership interestoutstanding
              
              
              590
              
              
              
              590Net
      income allocated to general partners
              
              $
              17,728
              
              
              $
              621,138Net
      income allocated to investor limited partners
              
              $
              1,755,113
              
              
              $
              61,492,650Net
      income per unit of investor limited partnershipinterest
      outstanding
              
              $
              2,975
              
              
              $
              104,225












See notes
to financial statements.









13


Presidential
Associates I Limited Partnership





STATEMENTS
OF PARTNERS EQUITY (DEFICIT)





Years
ended December 31, 2008 and 2007








Managing
      General Partner
                
                
                General
      PartnerWinthrop
      Financial Company, Inc.
                
                
                Linnaeus
      Phoenix Associates Limited Partnership
                
                
                Investor
      limited partners
                
                
                TotalPartners’
      equity (deficit),December 31, 2006
                
                
                (267,047
                )
                
                
                (568,956
                )
                
                
                1,903,976
                
                
                
                1,067,973Net
      income
                
                
                310,569
                
                
                
                310,569
                
                
                
                61,492,650
                
                
                
                62,113,788Capital
      contributions
                
                
                —
                
                
                
                —
                
                
                
                21,865
                
                
                
                21,865Distributions
                
                
                (307,656
                )
                
                
                (307,656
                )
                
                
                (56,227,336
                )
                
                
                (56,842,648
                )Partners’
      equity (deficit),December 31, 2007
                
                
                (264,134
                )
                
                
                (566,043
                )
                
                
                7,191,155
                
                
                
                6,360,978Net
      income
                
                
                8,864
                
                
                
                8,864
                
                
                
                1,755,113
                
                
                
                1,772,841Distributions
                
                
                (34,266
                )
                
                
                (34,266
                )
                
                
                (1,302,100
                )
                
                
                (1,370,632
                )Partner’s
      equity (deficit),December
      31, 2008
                
                
                (289,536
                )
                
                
                (591,445
                )
                
                
                7,644,168
                
                
                
                6,763,187











See notes
to financial statements.












14


Presidential
Associates I Limited Partnership





STATEMENTS
OF CASH FLOWS





Years
ended December 31, 2008 and 2007


2008
                  
                  
                  2007Cash
      flows from operating activitiesNet
      income
                  
                  $
                  1,772,841
                  
                  
                  $
                  62,113,788Adjustments
      to reconcile net income to net cashprovided
      by (used in) operating activitiesBad
      debts
                  
                  
                  50,901
                  
                  
                  
                  353,399Increase
      of interest income for adjustment to distributions
                  
                  
                  (61,938
                  )
                  
                  
                  (802,741
                  )Increase
      in due from affiliates
                  
                  
                  —
                  
                  
                  
                  (30,000
                  )Increase
      in amounts from receivable from investor limitedpartner
                  
                  
                  (3,310
                  )
                  
                  
                  —Increase
      in accounts payable
                  
                  
                  10,370
                  
                  
                  
                  6,096Increase
      (decrease) in liquidation fee expense,payable to affiliate of
      managing general partner
                  
                  
                  (2,850,000
                  )
                  
                  
                  2,850,000Increase
      (decrease) in state replacement tax payable
                  
                  
                  (1,572,376
                  )
                  
                  
                  1,572,376Net
      cash provided by (used in) operating activities
                  
                  
                  (2,653,512
                  )
                  
                  
                  66,062,918Cash
      flows from financing activitiesDistributions
      to partners
                  
                  
                  (1,340,471
                  )
                  
                  
                  (55,633,495
                  )Payment
      of amounts due to partners
                  
                  
                  (409,277
                  )
                  
                  
                  —Increase
      (decrease) in due to affiliates
                  
                  
                  —
                  
                  
                  
                  (759
                  )Net
      cash used in financing activities
                  
                  
                  (1,749,748
                  )
                  
                  
                  (55,634,254
                  )NET
      INCREASE (DECREASE) IN CASHAND CASH
    EQUIVALENTS
                  
                  
                  (4,403,260
                  )
                  
                  
                  10,428,664Cash
      and cash equivalents, beginning
                  
                  
                  11,497,853
                  
                  
                  
                  1,069,189Cash
      and cash equivalents, end
                  
                  $
                  7,094,593
                  
                  
                  $
                  11,497,853
  Significant
noncash investing and financing activities:
  Due to
investor limited partners increased by $19,124 of distributions payable to
investor limited partners as of December 31, 2008 and expected to be paid during
the year ending December 31, 2009.
  Due from
investor limited partners decreased by $11,037 for adjustments to
distributions.
  See notes
to financial statements.







15


NOTE A -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Presidential
Associates I Limited Partnership (the “Partnership”) was organized under the
laws of the State of Maryland on July 1, 1983 to acquire a limited partnership
interest in Presidential Towers, Ltd. (the “Operating
Partnership”).  On March 7, 2007, the Operating Partnership entered
into an agreement to sell the Project. The sale closed April 18, 2007 resulting
in significant distributions to the Partnership arising from the sale
proceeds.  Since the sale transaction has been consummated, the
Partnership’s only remaining asset is cash from the sale and the Partnership
will be liquidated by payments of expenses incurred in connection with the sale
and distribution of remaining proceeds to the partners.  However, as
the dissolution of the Partnership was not imminent as of December 31, 2008, and
the process could extend beyond the year ending December 31, 2009, the financial
statements are presented assuming that the Partnership will continue as a going
concern.





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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period.  Actual results could differ from those
estimates.





Investment in the Operating
Partnership





The
investment in the Operating Partnership is reported using the equity method of
accounting, under which the initial investment is recorded at cost, increased or
decreased by the Partnership’s share of income or losses, and decreased by
distributions.  As there are no support arrangements between the
Partnership and the Operating Partnership, the investment cannot be reduced
below zero.





Federal and State Income
Taxes





No
provision or benefit for income taxes has been included in these financial
statements since taxable income or loss passes through to, and is reportable by,
the partners individually.





16


NOTE A -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





Cash
Equivalents





For the
purposes of the statements of cash flows, the Partnership considers all highly
liquid financial instruments, which consist of a money market account and
amounts invested under a repurchase agreement, purchased with maturities of
three months or less, to be cash  equivalents.  The carrying
amount approximates fair value because of the short maturity of these
instruments.





NOTE B -
CONCENTRATION OF CREDIT RISK





The
Partnership maintains its cash balances in one bank.  The balance is
insured by the Federal Deposit Insurance Corporation up to $250,000 at the
bank.  As of December 31, 2008, the uninsured portion of the cash
balances was $6,870,911.





NOTE C -
INVESTMENT IN OPERATING PARTNERSHIP





The
Partnership holds a 19.998% interest in the Operating Partnership which
constructed, owned and operated four 49-story residential and commercial towers
in Chicago, Illinois.  Losses from the Operating Partnership are
allocated entirely to one of the Operating Partnership’s general
partners.  Special allocations apply to the allocation of the proceeds
of capital transactions and cancellation of indebtedness.  As
disclosed in Note A, the sale of the underlying property of the Operating
Partnership closed on April 18, 2007.  The Operating Partnership
intends to dissolve in the year ending December 31, 2009.





The
following is a summary of the financial position of the Operating Partnership at
December 31, 2008 and 2007, and a summary of its results of operations for the
years then ended, prepared in conformity with accounting principles generally
accepted in the United States of America.





17


NOTE C -
INVESTMENT IN OPERATING PARTNERSHIP (Continued)




BALANCE
      SHEETS2008
            
            
            2007ASSETSOther
      assets
            
            $
            1,179,764
            
            
            $
            9,416,579Total
      assets
            
            $
            1,179,764
            
            
            $
            9,416,579Partners’
      equity (deficit)
            
            $
            1,179,764
            
            
            $
            9,416,579$
            1,179,764
            
            
            $
            9,416,579STATEMENTS
      OF OPERATIONS2008
            
            
            2007RevenueRental
            
            $
            —
            
            
            $
            10,709,077Other
            
            
            173,072
            
            
            
            700,452Interest
            
            
            21,516
            
            
            
            483,375194,588
            
            
            
            11,892,904ExpensesOperating
      expenses
            
            
            31,404
            
            
            
            19,108,643Amortization
            
            
            —
            
            
            
            622,76231,404
            
            
            
            19,731,405Income
      (loss) before gain on sale of rental property
            
            
            163,184
            
            
            
            (7,838,501
            )Gain
      on sale of rental property
            
            
            —
            
            
            
            432,479,635NET
      INCOME
            
            $
            163,184
            
            
            $
            424,641,134





18


NOTE D -
RECONCILIATION OF NET INCOME





There are
no differences between the Operating Partnership’s income for tax and financial
statement purposes for 2008 and 2007.





The
difference between the investment in the operating partnership for tax purposes
and financial statement purposes is due to the difference in the losses not
recognized under the equity method of accounting which are recorded for income
tax purposes as well as a gain on extinguishment of debt in prior years which
was recorded for financial statement purposes only.





NOTE E -
RELATED PARTY TRANSACTIONS





Due from
Affiliates





Pursuant
to the terms of the partnership agreement of the Operating Partnership, the
partnership is entitled to receive a reimbursement from the Operating
Partnership to reimburse it for its administrative expenses and professional
fees up to an annual maximum of $30,000. A receivable was recorded for $60,000
and $60,000 that was not reimbursed to the Partnership by the operating
partnership as of December 31, 2008 and 2007, respectively.  As of
December 31, 2008 and 2007, defaulted limited partners owed the Partnership
$404,300 and $353,399, respectively. This receivable is a result of five limited
partners who defaulted on their final capital call. The amount owed to the
Partnership has increased through interest income earned on the note, and
decreased by distributions made to the partners. Since collection of this
receivable is considered doubtful, the Partnership has recorded an allowance for
the entire $404,300 and $353,399, respectively.





Due to
Affiliates





As of
December 31, 2008 and 2007, $0 and $2,850,000, respectively, remains payable to
an affiliate of the Managing General Partner.  On January 25, 2008,
the Partnership paid to an affiliate of the Managing General Partner a
liquidation fee in the amount of $2,850,000.  Such affiliate was
engaged by the Managing General Partner to provide services to the Partnership
in connection with the Operating Partnership’s decision to sell its only asset,
which sale would result in the liquidation of the Operating Partnership and the
Partnership.  While the Operating Partnership has sold such asset, it
has not yet dissolved.  The liquidation of the Partnership will be
completed after the Operating Partnership dissolves and the Partnership
satisfies all debts and distributes any remaining cash to its
investors.  Such affiliate of the Managing General Partner continues
to provide services to the Partnership in connection with such liquidation
process.





19


Operating
Expenses





The
Partnership has outsourced its accounting function to Prague & Company,
P.C.  The firm is owned by Andrew Prague, who also serves as Chief
Financial Officer for the Partnership. For the years ended December 31, 2008 and
2007,  expenses of $73,920 and $52,578, respectively, were incurred by
the partnership for accounting fees charged by Prague & Company,
P.C.





Item
      9.
            Changes in and
      Disagreements With Accountants on Accounting and Financial
      Disclosure.





None





Item
      9A.
            Controls and
      Procedures





Disclosure
controls





As of the
end of the period covered by this annual report on Form 10-K, an evaluation was
carried out under the supervision and with the participation of the Managing
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 Managing 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.





Internal
controls





Management’s
Report On Internal Control Over Financial Reporting





Internal
control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, the issuer’s principal executive and principal
financial officers and effected by the issuer’s Managing General Partner, its
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:





- Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the
issuer;





- Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the issuer are being




20


made only
in accordance with authorizations of management and the Managing General Partner
of the issuer; and





-
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition of the issuer’s assets that could
have a material effect on the financial statements.





As of the
end of the period covered by this annual report on Form 10-K, an evaluation was
carried out under the supervision and with the participation of the Managing
General Partner’s management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the Registrant’s internal controls
over financial reporting.





Management
assessed the effectiveness of the Registrant ’s internal control over financial
reporting as of December 31, 2008.  In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework.





Based on
that evaluation, the Managing 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.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.  All internal control systems,
no matter how well designed, have inherent limitations.  Therefore,
even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and
presentation.  Because of the inherent limitations of internal
control, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process.  Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.





This
annual report does not include an attestation report of the Registrant’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report wasnot subject
to attestation by the Registrant’s registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permitthe
Registrant to provide only management’s report in this annual
report.





21


Changes
in internal controls over financial reporting:





There was
no change in our internal controls over financial reporting that occurred during
the Registrant’s fourth fiscal quarter of the fiscal year covered by this
report, that has materially affected, or is reasonably likely to materially
affect, our internal controls over financial reporting.





Item
      9B.
            Other
      Information.





None.




22


PART III





Item
      10.
            Directors, Executive
      Officers and Corporate
Governance





The Partnership has no officers or
directors.  The Managing General Partner manages and controls
substantially all of Registrant’s affairs and has general responsibility and
ultimate authority in all matters affecting its business.  As of April
1, 2009, the names of the directors and executive officers of the Managing
General Partner and the position held by each of them are as
follows:





Name
            Position
      Held with the
              Managing General
      Partner
            Has
      Served as a Director or
              Officer
      SinceEggert
      Dagbjartsson
            President,
      Chief Executive Officer and Director
            10/06Andrew
      Prague
            Chief
      Financial Officer
            10/06Victor
      J. Paci
            Vice
      President, Treasurer, Secretary and Director
            10/06





Mr.
Dagbjartsson, age 45, has been a Managing Director of Equity Resource
Investments, LLC and its affiliates (“ERI”) since October,
2002.  Prior thereto, he served as Executive Vice President of Equity
Resources Group, Inc. since 1991.  Mr. Dagbjartsson is not on the
board of directors of any other public companies.




Mr.
Prague, age 51, has been a partner in the accounting firm of Prague and Co.
since 1987 and has served as the Managing General Partner’s Chief Financial
Officer since October, 2006.




Mr. Paci,
age 58, has been a Managing Director of ERI since May, 2005.  Prior to
joining ERI, Mr. Paci was a partner in the law firm of Bingham McCutchen LLP
since November 1991.  Mr. Paci is not on the board of directors of any
other public companies.




Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to the
Partnership under Rule 16a-3(e) during the Partnership’s most recent fiscal year
and Forms 5 and amendments thereto furnished to the Partnership with respect to
its most recent fiscal year, no director, officer, beneficial owner of more than
ten percent of the Units 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.





See “Item 12, Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters.”





23


The
Managing General Partner does not have a separate audit committee.  As
such, the officers of the Managing General Partner fulfill the functions of an
audit committee.  The Managing General Partner has determined that
Andrew Prague meets the requirement of an “audit committee financial
expert”.





The
persons with authority over the Partnership are all employees of the Managing
General Partner.  The Managing General Partner has adopted a code of
ethics that applies to such persons.  The Partnership will provide to
any person without charge, upon request, a copy of such code of
ethics.  All such requests should be made in writing to Robert
Porcelli, c/o Equity Resource Investments, LLC, 1280 Massachusetts Avenue,
4th
Floor, Cambridge, MA 02138.





Item
      11.
            Executive
      Compensation.





The General Partners are not required
to and did not pay any compensation to the officers or directors of the General
Partners. The General Partners do not presently pay any compensation to any of
their respective officers or directors.  (See Item 13, “Certain
Relationships and Related Transactions, and Director
Independence.”)





Item
      12.
            Security Ownership of
      Certain Beneficial Owners and Management and Related Stockholder
      Matters.





(a)           Security ownership of
certain beneficial owners.





The Partnership is a limited
partnership and has issued Units of limited partnership interest.  The
Units are not voting securities, except that the consent of the Limited Partners
is required to approve or disapprove certain transactions including the removal
of a General Partner, certain amendments to the Partnership Agreement, the
dissolution of the Partnership or the sale of all or substantially all of the
assets of the Partnership.  Based on the Partnership’s books and
records, at April 1, 2009 the only holder of 5% or more of the Partnership’s
Units is ERI (through various investment funds managed by affiliates of ERI)
which is an affiliate of the Managing General Partner and which collectively
owns 74.6012 Units representing 12.6% of the Units in the
Partnership.  The address for ERI is 1280 Massachusetts Avenue,
Cambridge, Massachusetts 02138.





(b)           Security Ownership of
Management.





No officer or director of the Managing
General Partner directly owns any Units as of April 1, 2009.





(c)           Changes in
Control.





None





(d)           Securities Authorized for
Issuance under Equity Compensation Plans.





None





24


Item
      13.
            Certain Relationships
      and Related Transactions, and Director
  Independence.





Pursuant
to the terms of the partnership agreement of the Operating Partnership, the
Partnership is entitled to receive a reimbursement from the Operating
Partnership for its administrative expenses and professional fees up to an
annual maximum of $30,000.  During both 2008 and 2007, $0 and $0,
respectively, was paid to the Partnership by the Operating Partnership as
reimbursement of reimbursable expenses incurred by the
Partnership.  As a result, $60,000 and $60,000 is included in due from
affiliates on the balance sheets as of December 31, 2008 and 2007,
respectively





The Partnership has outsourced its
accounting function to Prague & Company, P.C.  The firm is owned
by Andrew Prague, who also serves as Chief Financial Officer for the
Partnership. As of December 31, 2008 and 2007, $5,064 and $9,853, respectively,
was accrued by the partnership for accounting fees due to Prague & Company,
P.C.





The Board of Directors of the Managing
General Partner of the Partnership has determined that its members are not
“independent” within the meaning of Section 303A.02 of the NYSE Listed Company
Manual.





Item
      14.
            Principal Accounting
      Fees and Services





The Managing General Partner has
reappointed Reznick Group, P.C. as independent auditors to audit the financial
statements of the Partnership for 2008.   The Managing General
Partner approved 100% of the services listed below.





Audit Fees. The
Partnership paid to Reznick Group, P.C. audit fees of approximately $27,000 and
$26,000 for the years ended December 31, 2008 and 2007,
respectively.





Audit Related Fees.
The Partnership paid to Reznick Group, P.C. audit related fees of approximately
$30,563 and $23,653 for the years ended December 31, 2008 and 2007,
respectively.





Tax Fees. The
Partnership paid to Reznick Group, P.C. fees for tax services of approximately
$10,000 and $10,000 for the years ended December 31, 2008 and 2007.





All Other Fees. The
Partnership did not pay any other fees to Reznick Group, P.C. for the years
ended December 31, 2008 and 2007.





PART IV





Item
      15.
            Exhibits





Refer to
Exhibit Index included herein.





25


SIGNATURES





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




PRESIDENTIAL
      ASSOCIATES I LIMITEDPARTNERSHIPBy:
              Winthrop
      Financial Co., Inc.,Managing
      General Partner


By:
              /s/ Eggert
      DagbjartssonEggert
      DagbjartssonChief
      Executive Officer and PresidentDate:  April
      14, 2009




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 Partnership and in the capacities and on the
dates indicated.


Signature
              
              Title
              
              Date/s/
      Eggert
      Dagbjartsson
              
              President,
      Chief Executive Officer
              
              April
      14, 2009Eggert
      Dagbjartsson
              
              and
      Director/s/
      Andrew
      Prague
              
              Chief
      Financial Officer
              
              April
      14, 2009Andrew
      Prague/s/
      Victor
      J. Paci
              
              Director
              
              April
      14, 2009Victor
      J. Paci


26


EXHIBIT
INDEX
 
 Exhibit No.
              
              FN3(a)
              
              Amended
      and Restate Limited Partnership Agreement and Certificate of Amendment of
      Presidential Associates I Limited Partnership
              (1)3(b)
              
              Amendment
      to Amended and Restated Limited Partnership Agreement and Certificate of
      Limited Partnership of Presidential Associates I Limited Partnership dated
      April 19, 1995
              (3)10(a)
              
              Form
      of Investor Bond issued to the Partnership by Continental Casualty
      Company
              (1)(b)
              
              Trust
      Agreement dated as of September 15, 1980 between the Operating Partnership
      and LaSalle National Bank
              (1)(c)
              
              Letter
      of Credit and Reimbursement Agreement dated as of July 21, 1983 between
      the Operating Partnership and Citibank, N.A.
              (1)(e)
              
              Regulatory
      Agreement for Multi-Family Housing project dated as of July 1, 1983
      between LaSalle National Bank, as Trustee, the Operating Partnership, the
      General Partners and the Secretary of Housing and Urban
      Development
              (1)(i)
              
              Architectural
      Services Agreement dated as of July 1, 1983 between LaSalle National Bank,
      as Trustee, and Solomon Cordwell Buenz &  Associates,
      Inc.
              (1)(p)
              
              Third
      Amended and Restated Limited Partnership Agreement of Presidential Towers,
      Ltd., dated April 19, 1995
              (3)(s)
              
              Amendment
      to Regulatory Agreement for Multifamily Housing Projects, dated as of
      April 18, 1995, between LaSalle National Bank, as Trustee, and
      Presidential Towers, Ltd. and the Secretary of Housing and Urban
      Development
              (3)(t)
              
              Restructuring
      Agreement, dated April 18, 1995, among LaSalle National Trust, as Trustee,
      Presidential Towers, Ltd. and the Secretary of Housing and Urban
      Development
              (3)(u)
              
              Services
      Agreement, dated December 16, 1997, by and between First Winthrop
      Corporation, Winthrop Financial Co., Inc., WFC Realty Co., Inc., WFC
      Realty Saugus, Inc., Winthrop Properties, Inc., Winthrop Metro Equities
      Corporation, Winthrop Lisbon Realty, Inc. and Northwood Realty Co., Inc.
      and Coordinated Services of Valdosta, LLC
              (4)31.1
              
              Certification
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
              
              Certification
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
              
              Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 __________________


(1)
            Incorporated
      herein by reference to the Partnership’s Registration Statement on Form
      10(Commission
      Partnership file number 0-12210).


(2)
            Incorporated
      herein by reference to Exhibit 10(p) to the Partnership’s Annual Report
      onForm
      10-K for the year ended December 31,
1985.


(3)
            Incorporated
      herein by reference to Partnership’s Annual Report on Form 10-K for
      theyear
      ended December 31, 1995.


(4)
              Incorporated
      by reference to the Partnership’s Quarterly Report on Form 10-QSB for the
      quarter ended March 31, 1998.





27