<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

     X            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 2002
                                               ------------------


                                       OR


            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934


            For the transition period from ___________ to ___________


                         Commission file number 0-10272


            Winthrop Residential Associates I, A Limited Partnership
        (Exact name of small business issuer as specified in its charter)


                Maryland                                 04-2720493
----------------------------------------    ------------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)


7 Bulfinch Place, Suite 500, Boston, MA                  02114-9507
----------------------------------------    ------------------------------------
(Address of principal executive office)                  (Zip Code)

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


Indicate by check mark whether 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 __



                                     1 of 18

<PAGE>
            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002

                         PART 1 - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS.

BALANCE SHEETS

<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT UNIT DATA)                                           SEPTEMBER 30,
                                                                                2002       DECEMBER 31,
                                                                            (UNAUDITED)        2001
                                                                           -------------   ------------
Assets

<S>                                                                           <C>           <C>
Cash and cash equivalents                                                     $ 1,002       $   341
Note receivable and accrued interest                                              -             133
Investment in Local Limited Partnership                                           -             106
                                                                              -------       -------

       Total Assets                                                           $ 1,002       $   580
                                                                              =======       =======

Liabilities and Partners' Capital

Liabilities:

Accrued expenses                                                              $    10       $    12
Loan payable and accrued interest - affiliate                                     417           405
                                                                              -------       -------
       Total Liabilities                                                          427           417
                                                                              -------       -------

Partners' Capital:

Limited Partners -
       Units of Limited Partnership Interest, $1,000 stated value per unit;
       25,676 units authorized; 25,595 units issued
       and outstanding                                                          1,664         1,273
General Partners' deficit                                                      (1,089)       (1,110)
                                                                              -------       -------
       Total Partners' Capital                                                    575           163
                                                                              -------       -------
       Total Liabilities and Partners' Capital                                $ 1,002       $   580
                                                                              =======       =======
</TABLE>



                       See notes to financial statements.

                                     2 of 18









<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002

STATEMENTS OF OPERATIONS (UNAUDITED)

(IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS ENDED           FOR THE NINE MONTHS ENDED
                                                         SEPTEMBER 30,   SEPTEMBER 30,      SEPTEMBER 30,    SEPTEMBER 30,
                                                              2002            2001               2002            2001
                                                         -------------   -------------      -------------    -------------
<S>                                                         <C>            <C>                <C>                <C>
Income:
     Income from Local Limited Partnership
       cash distributions                                   $              $                  $   37             $  -
     Gain from Local Limited Partnership
       property sale                                           506            -                  506                -
     Equity in loss of Local Limited
       Partnership                                             (25)           (20)               (62)                (5)
     Interest                                                    3              5                 10                 16
     Other income                                              -              -                   12                -
                                                            ------         ------             ------             ------

         Total  income                                         484            (15)               503                 11
                                                            ------         ------             ------             ------

Expenses:

     Interest                                                    4              5                 12                 17
     Management fees                                           -              -                    4                -
     General and administrative                                 24             29                 75                 75
                                                            ------         ------             ------             ------

         Total expenses                                         28             34                 91                 92
                                                            ------         ------             ------             ------

Net income (loss)                                           $  456         $  (49)            $  412             $  (81)
                                                            ======         ======             ======             ======

Net income (loss)  allocated to General Partners            $   23         $   (2)            $   21             $   (4)
                                                            ======         ======             ======             ======

Net income (loss) allocated to Limited Partners             $  433         $  (47)            $  391             $  (77)
                                                            ======         ======             ======             ======

Net income (loss) per Unit of Limited
   Partnership Interest                                     $16.92         $(1.84)            $15.28             $(3.01)
                                                            ======         ======             ======             ======
</TABLE>




                       See notes to financial statements.

                                     3 of 18
<PAGE>
            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002


STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)

(IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>
                                                 UNITS OF
                                                  LIMITED          LIMITED         GENERAL           TOTAL
                                                PARTNERSHIP       PARTNERS'       PARTNERS'        PARTNERS'
                                                 INTEREST          CAPITAL         DEFICIT          CAPITAL
                                              ----------------  --------------   -------------  --------------
<S>                                                <C>              <C>            <C>                <C>
Balance - January 1, 2002                          25,595           $1,273         $(1,110)           $163

     Net income                                         -              391              21             412
                                                   ------           ------         -------            ----

Balance - September 30, 2002                       25,595           $1,664         $(1,089)           $575
                                                   ======           ======         =======            ====
</TABLE>












                       See notes to financial statements.

                                     4 of 18

<PAGE>
            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002


STATEMENTS OF CASH FLOWS (UNAUDITED)

(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 FOR THE NINE MONTHS ENDED
                                                                             SEPTEMBER 30,          SEPTEMBER 30,
                                                                                   2002                  2001
                                                                             -------------          -------------

Cash Flows From Operating Activities:
<S>                                                                              <C>                    <C>
Net income (loss)                                                                $  412                 $  (81)
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
     Gain from Local Limited Partnership property sale                             (506)                     -
     Equity in loss of Local Limited Partnership                                     62                      5
     Income from Local Limited Partnership cash distributions                       (37)                     -
Changes in assets and liabilities:
     Decrease (increase) in accrued interest receivable                              28                     (7)
     Decrease in accrued expenses                                                    (2)                    (1)
     Increase in accrued interest payable                                            12                     17
                                                                                 ------                 ------

     Net cash used in operating activities                                          (31)                   (67)
                                                                                 ------                 ------

Cash Flows From Investing Activities:

Proceeds from Local Limited Partnership property sale                               550                      -
Distributions received from Local Limited Partnership                                37                      -
                                                                                 ------                 ------

     Cash provided by investing activities                                          587                      -
                                                                                 ------                 ------

Cash Flows From Financing Activities:

Proceeds from note receivable                                                       105                      -
                                                                                 ------                 ------

     Cash provided by financing activities                                          105                      -
                                                                                 ------                 ------

Net increase (decrease) in cash and cash equivalents                                661                    (67)

Cash and cash equivalents, beginning of period                                      341                    423
                                                                                 ------                 ------

Cash and cash equivalents, end of period                                         $1,002                 $  356
                                                                                 ======                 ======
</TABLE>


                       See notes to financial statements.

                                     5 of 18
<PAGE>






            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002

                          NOTES TO FINANCIAL STATEMENTS



1.       GENERAL

         The accompanying financial statements, footnotes and discussions should
         be read in conjunction with the financial statements, related footnotes
         and discussions contained in the Partnership's Annual Report on Form
         10-KSB for the year ended December 31, 2001.

         The financial information contained herein is unaudited. In the opinion
         of management, all adjustments necessary for a fair presentation of
         such financial information have been included. All adjustments are of a
         normal recurring nature. The balance sheet at December 31, 2001 was
         derived from audited financial statements at such date.

         The results of operations for the nine months ended September 30, 2002
         and 2001 are not necessarily indicative of the results to be expected
         for the full year.

2.       INVESTMENT IN LOCAL LIMITED PARTNERSHIP

         In July 2002, the Local Limited Partnership, First Investment Limited
         Partnership - I, which owns the Copperfield Apartments sold the
         property. The Partnership received proceeds from the property sale of
         $550,000 and recorded a gain from the property sale, for financial
         reporting purposes, of $506,000. In addition, the Partnership had a
         note receivable due from the general partner of this Local Limited
         Partnership in the principal amount of $105,000 plus $28,000 of accrued
         interest which was repaid to the Partnership when the property was
         sold.














                                     6 of 18


<PAGE>



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

             The matters discussed in this Form 10-QSB 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-QSB and the other filings with the Securities and Exchange
             Commission made by the Partnership from time to time. The
             discussion of the Partnership'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 Partnership'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 financial
             statements and other items contained elsewhere in the report.

             Liquidity and Capital Resources

             As of September 30, 2002, the Partnership retained an equity
             interest in three Local Limited Partnerships, each of which owns
             one apartment complex. One property is located in Michigan and two
             properties are located in North Carolina.

             In July 2002, the Local Limited Partnership, First Investment
             Limited Partnership - I, which owns the Copperfield Apartments sold
             the property. The Partnership received proceeds from the property
             sale of $550,000 and recorded a gain from the property sale, for
             financial reporting purposes, of $506,000. In addition, the
             Partnership had a note receivable due from the general partner of
             this Local Limited Partnership in the principal amount of $105,000
             plus $28,000 of accrued interest which was repaid to the
             Partnership when the property was sold. For tax reporting purposes,
             the Partnership will recognize a loss from the sale of this
             property of approximately $1.00 per unit of Limited Partnership
             Interest.

             The level of liquidity based on cash and cash equivalents
             experienced a $661,000 increase for the nine months ended September
             30, 2002, as compared to December 31, 2001. The Partnership's
             $587,000 of cash provided by investing activities and $105,000 of
             cash provided by financing activities were partially offset by
             $31,000 of net cash used in operating activities. Cash provided by
             investing activities consisted of $550,000 of proceeds from the
             property sold by the Local Limited Partnership owning the
             Copperfield Apartments and $37,000 of distributions received from a
             Local Limited Partnership. Cash provided by financing activities
             consisted of proceeds received from a note receivable. At September
             30, 2002, the partnership had $1,002,000 in cash and cash
             equivalents which have been invested primarily in repurchase
             agreements and a money market account.

             The Partnership's primary source of income is distributions from
             the Local Limited Partnerships. The Partnership requires cash to
             pay management fees, general and administrative expenses and to
             make capital contributions to any of the Local Limited Partnerships
             which the managing general partner deems to be in the Partnership's
             best interest to preserve its ownership interest. To date, all cash
             requirements have been satisfied by interest income, cash
             distributed by the Local Limited Partnerships to the Partnership or
             by loans.

             The loan payable to an affiliate of the managing general partner
             which bears interest at prime plus 1% is repayable from cash flows
             generated by the Local Limited Partnerships and the proceeds of any
             sales of real estate owned by the Local Limited Partnerships. The
             outstanding principal balance and accrued interest on the loan was
             approximately $417,000 at September 30, 2002. It is expected that
             the Partnership will satisfy this payable from cash reserves. The
             Partnership did not make cash distributions to its partners during
             the nine months ended September 30, 2002.

                                     7 of 18

<PAGE>



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
             (CONTINUED)

             Liquidity and Capital Resources (Continued)

             The Partnership does not intend to make advances to fund future
             operating deficits incurred by any Local Limited Partnership, but
             retains its prerogative to exercise business judgment to reverse
             this position if circumstances change. Moreover, the Partnership is
             not obligated to provide any additional funds to the Local Limited
             Partnerships to fund operating deficits. If a Local Limited
             Partnership sustains continuing operating deficits and has no other
             sources of funding, it is likely that it will eventually default on
             its mortgage obligations and risk a foreclosure on its property by
             the lender. If a foreclosure were to occur, the Local Limited
             Partnership would lose its investment in the property and would
             incur a tax liability due to the recapture of tax benefits taken in
             prior years. The Partnership, as an owner of the Local Limited
             Partnership, would share these consequences in proportion to its
             ownership interest in the Local Limited Partnership.

             Results of Operations

             The Partnership's net income was $412,000 for the nine months ended
             September 30, 2002, as compared to a net loss of $81,000 for the
             comparable period in 2001. The increase was the result of an
             increase in income of $492,000 and a decrease in expenses of
             $1,000.

             Income for the nine months ended September 30, 2002, as compared to
             the comparable period in 2001, increased primarily due to a
             $506,000 gain from a Local Limited Partnership property sale,
             $37,000 of cash distributions received from a Local Limited
             Partnership and $12,000 in other income which were partially offset
             by an increase in equity in loss of a Local Limited Partnership of
             $57,000 and a decrease in interest income of $6,000. During the
             nine months ended September 30, 2001, the Partnership did not
             receive any cash distributions from the Local Limited Partnerships.
             Expenses decreased due to a decrease in interest expense of $5,000
             which was partially offset by an increase in management fees of
             $4,000.

             The Partnership's net income was $456,000 for the three months
             ended September 30, 2002, as compared to a net loss of $49,000 for
             the comparable period in 2001. Income increased by $499,000 and
             expenses decreased by $6,000. The increase in income is primarily
             due to a $506,000 gain from a Local Limited Partnership property
             sale.

             Recently Issued Accounting Standards

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









                                     8 of 18


<PAGE>



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
             (CONTINUED)

             Recently Issued Accounting Standards (Continued)

             In August 2001, the FASB issued SFAS No. 144, "Accounting for the
             Impairment or Disposal of Long-Lived Assets," which addresses
             financial accounting and reporting for the impairment or disposal
             of long-lived assets. This statement supersedes SFAS No. 121,
             "Accounting for the Impairment of Long-Lived Assets and for
             Long-Lived Assets to be Disposed Of" and the accounting and
             reporting provisions of Accounting Principles Board ("APB") Opinion
             No. 30, "Reporting the Results of Operations -Reporting the Effects
             of a Disposal of a Business and Extraordinary, Unusual and
             Infrequently Occurring Events and Transactions," for the disposal
             of a segment of a business. This statement also amends Accounting
             Research Bulletin No. 51, "Consolidated Financial Statements," to
             eliminate the exception to consolidation for a subsidiary for which
             control is likely to be temporary. SFAS No. 144 is effective for
             fiscal years beginning after December 15, 2001, and interim periods
             within those fiscal years. The provisions of this statement
             generally are to be applied prospectively. This statement had no
             effect on the Partnership's financial statements.

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

             In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
             Associated with Exit or Disposal Activities." SFAS No. 146 requires
             companies to recognize costs associated with exit or disposal
             activities when they are incurred rather than at the date of a
             commitment to an exit or disposal plan. Examples of costs covered
             by the standard include lease termination costs and certain
             employee severance costs that are associated with a restructuring,
             discontinued operation, plant closing or other exit or disposal
             activity. SFAS No. 146 is effective prospectively for exit and
             disposal activities initiated after December 31, 2002, with earlier
             adoption encouraged. The Partnership does not expect that this
             statement will have a material effect on the Partnership's
             financial statements.

             Quantitative and Qualitative Disclosures of Market Risk

             The Partnership 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 except for the
             Partnership's loan payable to an affiliate which is subject to
             changes in the prime rate of interest.

ITEM 3.      CONTROLS AND PROCEDURES

             The Registrant's principal executive officer and principal
             financial officer have, within 90 days of the filing date of this
             quarterly report, evaluated the effectiveness of the Registrant's
             disclosure controls and procedures (as defined in Exchange Act
             Rules 13a - 14(c)) and have determined that such disclosure
             controls and procedures are adequate. There have been no
             significant changes in the Registrant's internal controls or in
             other factors that could significantly affect such internal
             controls since the date of evaluation. Accordingly, no corrective
             actions have been taken with regard to significant deficiencies or
             material weaknesses.


                                    9 of 18

<PAGE>



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002


PART II - OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

           (a)    Exhibits:

                  99.1     Supplementary Information Required Pursuant to
                           Section 9.4 of the Partnership Agreement.

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

           (b)    Reports on Form 8-K:

                  No reports on Form 8-K were filed during the three months
ended September 30, 2002.


                                    10 of 18


<PAGE>



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





                                    WINTHROP RESIDENTIAL ASSOCIATES I,
                                    A LIMITED PARTNERSHIP

                                    BY:    ONE WINTHROP PROPERTIES, INC.
                                           Managing General Partner




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



                                           BY: /s/ Thomas C. Staples
                                               -------------------------
                                               Thomas C. Staples
                                               Chief Financial Officer

                                               Dated: November 18, 2002
















                                    11 of 18

<PAGE>



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002

                                 CERTIFICATIONS

         I, Michael L. Ashner, certify that:

    1.   I have reviewed this quarterly report on Form 10-QSB of Winthrop
         Residential Associates I, A Limited Partnership;

    2.   Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

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

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

         a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant is made known to
              us, particularly during the period in which this quarterly report
              is being prepared:

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

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

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

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

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



                                    12 of 18

<PAGE>




            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002

    6.   The registrant's other certifying officers and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



     Date: November 18, 2002                /s/ Michael L. Ashner
                                            ---------------------
                                            Michael L. Ashner
                                            Chief Executive Officer









                                    13 of 18

<PAGE>



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002


                                 CERTIFICATIONS

         I, Thomas C. Staples, certify that:

    1.   I have reviewed this quarterly report on Form 10-QSB of Winthrop
         Residential Associates I, A Limited Partnership;

    2.   Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

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

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

         a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant is made known to
              us, particularly during the period in which this quarterly report
              is being prepared:

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

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

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

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

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


                                    14 of 18

<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002


    6.   The registrant's other certifying officers and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



     Date:   November 18, 2002              /s/ Thomas C. Staples
                                            ---------------------
                                            Thomas C. Staples
                                            Chief Financial Officer







                                    15 of 18


<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                         FORM 10-QSB SEPTEMBER 30, 2002


Exhibit Index


         Exhibit

         (a)     Exhibits:

                 99.1     Supplementary Information Required Pursuant to
                          Section 9.4 of the Partnership Agreement.

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













                                    16 of 18