<PAGE>

                     U.S. 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, 1996

                                       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 0-10404

                    Winthrop Partners 81 Limited Partnership
        (Exact name of small business issuer as specified in its charter)

         Massachusetts                                    04-2720480
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

              One International Place, Boston, Massachusetts 02110
              ----------------------------------------------------
               (Address of principal executive office) (Zip Code)

        Registrant's telephone number, including area code (617) 330-8600

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 12

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              WINTHROP PARTNERS 81 LIMITED PARTNERSHIP FORM 10-QSB
                               SEPTEMBER 30, 1996

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
<TABLE>
<CAPTION>

Balance Sheets (Unaudited)
                                                                 September 30,             December 31,
(In Thousands, Except Unit Data)                                      1996                     1995
                                                              ---------------------    ---------------------
<S>                                                           <C>                     <C> 
Assets

Real Estate Leased to Others:
Accounted for under the operating method, at
   cost, net of accumulated depreciation of $845 (1996)
   and $808 (1995)                                            $              1,414     $              1,451
Accounted for under the financing method                                       194                      220
                                                              ---------------------    ---------------------

                                                                             1,608                    1,671

Other Assets:

Cash and cash equivalents                                                      337                      234
Other                                                                            2                        2
                                                              ---------------------    ---------------------

         Total Assets                                         $              1,947     $              1,907
                                                              =====================    =====================

Liabilities and Partners' Capital

Liabilities:

Accounts payable and other liabilities                         $                41     $                 11
Distributions payable to partners                                                -                       76
                                                              ---------------------    ---------------------

         Total Liabilities                                                      41                       87
                                                              ---------------------    ---------------------

Partners Capital:

Limited Partners -
   Units of Limited Partnership Interest,
   $500 stated value per Unit; authorized -
   70,010 Units; issued and outstanding - 25,109 Units                       2,192                    2,119
General Partners (Deficit)                                                    (286)                    (299)

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

         Total Partners' Capital                                             1,906                    1,820
                                                              ---------------------    ---------------------

         Total Liabilities and Partners' Capital               $             1,947     $              1,907
                                                              =====================    =====================

</TABLE>
                       See notes to financial statements.


                                     2 of 12

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              WINTHROP PARTNERS 81 LIMITED PARTNERSHIP FORM 10-QSB
                               SEPTEMBER 30, 1996
<TABLE>
<CAPTION>


Statements of Income (Unaudited)

(In Thousands, Except Unit Data)
                                                             For the Three Months Ended            For the Nine Months Ended
                                                         September 30,      September 30,      September 30,     September 30,
                                                               1996               1995              1996               1995
<S>                                                      <C>                <C>                <C>               <C>             
Income

   Rental income from real estate leases accounted
      for under the operating method                     $             73   $             72   $           227   $            215
   Interest on short-term investments                                   3                  2                 9                 60
   Interest income on real estate leases accounted
     for under the financing method                                     5                  5                14                 16
   Gain on sale of property                                             -                  -                 -                 11
                                                         -----------------  -----------------  ----------------  -----------------

                                                                       81                 79               250                302
                                                         -----------------  -----------------  ----------------  -----------------
Expenses:

   Depreciation                                                        12                 12                37                 52
   Management fees                                                      1                  1                 4                  4
   General and administrative                                          10                  4                42                 28
                                                         -----------------  -----------------  ----------------  -----------------

     Total expenses                                                    23                 17                83                 84
                                                         -----------------  -----------------  ----------------  -----------------

Net income                                               $             58   $             62   $           167   $            218
                                                         =================  =================  ================  =================

Net income allocated to general partners                 $              5   $              5   $            13   $             17
                                                         =================  =================  ================  =================
Net income allocated to limited partners                 $             53   $             57   $           154   $            201
                                                         =================  =================  ================  =================

Net income per Unit of Limited Partnership Interest      $            2.11  $           2.27  $           6.13   $           8.01
                                                         =================  =================  ================  =================

Distributions per Unit of Limited Partnership Interest   $             -    $           3.23   $          3.23   $         126.08
                                                         =================  =================  ================  =================
</TABLE>
                       See notes to financial statements.

                                     3 of 12

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              WINTHROP PARTNERS 81 LIMITED PARTNERSHIP FORM 10-QSB
                               SEPTEMBER 30, 1996
<TABLE>
<CAPTION>

Statement of Partners' Capital (Unaudited)

(In Thousands, Except Unit Data)          Units of
                                          Limited             General               Limited
                                        Partnership          Partners'              Partners'              Total
                                          Interest            Deficit                Capital              Capital
                                 ------------------- -------------------   -----------------------------------------

<S>                                         <C>     <C>                   <C>                  <C>   

Balance - January 1, 1996                    25,109  $            (299)    $           2,119    $             1,820

   Distributions                                                      -                  (81)                   (81)
   Net income                                                        13                  154                    167
                                 ------------------- -------------------   ------------------   --------------------

Balance - September 30, 1996                 25,109  $            (286)    $           2,192    $             1,906
                                 =================== ===================   ==================   ====================
</TABLE>


                       See notes to financial statements.

                                     4 of 12


<PAGE>

              WINTHROP PARTNERS 81 LIMITED PARTNERSHIP FORM 10-QSB
                               SEPTEMBER 30, 1996
<TABLE>
<CAPTION>

Statements of Cash Flows (Unaudited)
                                                                                         For the Nine Months Ended
(In Thousands)                                                                      September 30,            September 30,
                                                                                       1996                     1995
                                                                               ---------------------    ---------------------
<S>                                                                            <C>                      <C>                 
Cash Flows from Operating Activities:

Net income                                                                     $                167     $                218
Adjustments to reconcile net income to net cash provided
  by operating activities:
     Depreciation                                                                                37                       52
     Minimum lease payments received, net of interest income
        earned, on leases accounted for under the financing method                               26                       27
     Gain on property sold                                                                        -                      (11)
Changes in assets and liabilities:
     Increase (decrease) in accounts payable and other liabilities                               30                      (16)
     Decrease in other assets                                                                     -                        1
                                                                               ---------------------    ---------------------
Net cash provided by operating activities                                                       260                      271
                                                                               ---------------------    ---------------------
Cash Flows From Investing Activities:

     Net proceeds from sale of property                                                            -                   2,883
                                                                               ---------------------    ---------------------
     Cash provided by investing activities                                                         -                   2,883
                                                                               ---------------------    ---------------------
Cash Flows From Financing Activities:

     Cash distributions                                                                        (157)                  (3,109)
                                                                               ---------------------    ---------------------
     Cash used in financing activities                                                         (157)                  (3,109)
                                                                               ---------------------    ---------------------
Net increase in cash and cash equivalents                                                       103                       45

Cash and cash equivalents, beginning of period                                                  234                      179
                                                                               ---------------------    ---------------------

Cash and cash equivalents, end of period                                       $                337     $                224
                                                                               =====================    =====================
</TABLE>

                       See notes to financial statements.


                                     5 of 12

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            WINTHROP PARTNERS 81 LIMITED PARTNERSHIP - FORM 10 - QSB

                               SEPTEMBER 30, 1996

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


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-K for the year ended December 31, 1995.

             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,  except as described
             in Note 4. Certain amounts have been reclassified to conform to the
             September 30, 1996 presentation.  The balance sheet at December 31,
             1995 was derived from audited financial statements at such date.

             The  results  of  operations  for the three and nine  months  ended
             September 30, 1996 and 1995 are not  necessarily  indicative of the
             results to be expected for the full year.

2.           Accounting Change

             On January 1, 1996, the Partnership  adopted Statement of Financial
             Accounting   Standards  ("SFAS")  No.  121,   "Accounting  for  the
             Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to Be
             Disposed Of ", which  requires  impairment  losses to be recognized
             for  long-lived  assets  used  in  operations  when  indicators  of
             impairment  are  present  and the  undiscounted  cash flows are not
             sufficient to recover the asset's carrying  amount.  The impairment
             loss is  measured by  comparing  the fair value of the asset to its
             carrying  amount.  The  adoption  of the SFAS had no  effect on the
             Partnership's financial statements.

3.           Related Party Transactions

             Management  fees paid by the  Partnership  to an  affiliate  of the
             Managing  General  Partner  totaled  $4,000 during each of the nine
             months ended September 30, 1996 and 1995.

4.           Sale of Property

             On January 12, 1995, the Partnership  sold the property  located in
             Oklahoma City, Oklahoma, for $3,100,000. The Partnership recorded a
             gain  on sale of  $11,000.  The  sale  provided  $2,883,000  of net
             proceeds, which have been distributed to limited partners.



                                     6 of 12


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            WINTHROP PARTNERS 81 LIMITED PARTNERSHIP - FORM 10 - QSB

                               SEPTEMBER 30, 1996

Item 2. Management's Discussion and Analysis or Plan of Operation.


This Item should be read in conjunction with the financial  statements and other
items contained elsewhere in the report.

Liquidity and Capital Resources

The  Partnership's  two  remaining  properties  include  a  retail  store  and a
warehouse  which are each  leased to a single  tenant  pursuant  to a triple net
lease. The lease with GTE North  Incorporated (the "GTE Lease") expires in April
1997 and the lease with  Frank's  Nursery  and Crafts,  Inc.  expires in January
1998,  subject to extension.  Upon  expiration of tenant leases the  Partnership
will be required  to either sell the  properties  or procure  new  tenants.  The
Partnership  receives  rental  income from its  properties  which is its primary
source of  liquidity.  Pursuant  to the terms of the  leases,  the  tenants  are
responsible for substantially all of the operating  expenses with respect to the
properties including maintenance, capital improvements, insurance and taxes. The
Partnership  would be responsible for similar expenses if the properties were to
become vacant upon the expiration of such leases.

The level of liquidity based on cash and cash equivalents experienced a $103,000
increase  at  September  30,  1996  as  compared  to  December  31,  1995.   The
Partnership's  $260,000  of cash  provided  by  operating  activities  was  only
partially offset by $157,000 of cash used for partner  distributions  (financing
activities).  Cash provided by investing  activities  declined  significantly at
September  30, 1996 as compared to September 30, 1995 due to the receipt of sale
proceeds during the first quarter of 1995.

The  Partnership  requires cash primarily to pay management fees and general and
administrative  expenses.  In addition, if the Partnership is unable to sell its
remaining properties prior to their lease expiration,  extend the current leases
or re-let the properties upon the expiration of the lease terms, the Partnership
would  be  responsible  for  operating  expenses,  such  as real  estate  taxes,
insurance and utility expenses associated with the properties. The Partnership's
rental and interest  income was sufficient  for the nine months ended  September
30,  1996,  and is expected to be  sufficient  until the  expiration  of the GTE
Lease, to satisfy the Partnership's obligations. It is likely that the GTE lease
will not be renewed and  therefore,  the General  Partner has decided to suspend
cash  distributions  in order to maintain cash  reserves.  The  Partnership  has
engaged a local broker to attempt to procure a new tenant for this property. The
Partnership  maintains  cash  reserves  to enable it to make  potential  capital
improvements  required in connection with the re-letting of the properties.  The

Partnership invests its working capital reserves in a money market mutual fund.


                                     7 of 12


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            WINTHROP PARTNERS 81 LIMITED PARTNERSHIP - FORM 10 - QSB

                               SEPTEMBER 30, 1996

Item 2. Management's Discussion and Analysis or Plan of Operation. (Continued)

Results of Operations

Net income decreased by $51,000 for the nine months ended September 30, 1996, as
compared to 1995, due to a decrease in revenues and remained relatively constant
for the three months ended September 30, 1996 as compared to 1995.

Revenues  decreased for the nine months ended September 30, 1996, as compared to
1995, due to a decrease in interest on short term  investments of $51,000 and an
$11,000 gain on the sale of property during 1995 which were partially  offset by
an  increase  in rental  income of $12,000.  The  increase  in rental  income is
primarily  attributable  to an  increase  in rent  under  the GTE  Lease  and an
increase in percentage rent paid by Frank's Nursery. The decrease in interest on
short-term  investments was due to the interest income earned from investing the
proceeds received from the sale of the  Partnership's  Oklahoma City property in
January 1995.  The proceeds were  distributed  in May 1995 to the  Partnership's
limited partners.

Expenses  decreased by $1,000 for the nine months ended  September  30, 1996, as
compared to 1995, due to a decrease in depreciation expense of $15,000 which was
partially  offset by an  increase  in general  and  administrative  expenses  of
$14,000.  The increase in general and administrative  expenses was the result of
the payment of certain professional fees. Management fees remained constant.


                                     8 of 12


<PAGE>

            WINTHROP PARTNERS 81 LIMITED PARTNERSHIP - FORM 10 - QSB

                               SEPTEMBER 30, 1996

Part II - Other Information

Item 6.      Exhibits and Reports on Form 8-K.

             (a)   Exhibits

                   27.    Financial Data Schedule

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

             (b)   Reports on Form 8-K:

                   On September 23, 1996 a current  report on Form 8-K was filed
                   with  respect  to  the  Registrant's  change  of  Independent
                   Auditors.


                                     9 of 12


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             WINTHROP PARTNERS 81 LIMITED PARTNERSHIP - FORM 10-QSB

                               SEPTEMBER 30, 1996

                                   SIGNATURES

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



                                      BY: ONE WINTHROP PROPERTIES, INC.
                                          Managing General Partner



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


                                        BY: /s/ Edward V. Williams
                                            --------------------------------
                                            Edward V. Williams
                                            Chief Financial Officer


                                            Dated: November 6, 1996


                                    10 of 12


<PAGE>

                    WINTHROP PARTNERS 81 LIMITED PARTNERSHIP

                               SEPTEMBER 30, 1996

Exhibit Index

        Exhibit                                               Page No.
        -------                                               --------

27.     Financial Data Schedule                                 -

99.     Supplementary Information Required Pursuant to
        Section 9.4 of the Partnership Agreement.              12


                                    11 of 12