<PAGE>

                      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, 1998

                                      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 33-45291
                                               --------
 
                 Winthrop Miami Associates Limited Partnership
                 ---------------------------------------------
       (Exact name of small business issuer as specified in its charter)

                Delaware                                     04-3131735
      -------------------------------                -------------------------
      (State or other jurisdiction of                (I.R.S. Employer Id. No.)
      incorporation or organization)

     Five Cambridge Center, Cambridge, MA                     02142
    ---------------------------------------          ---------------------------
    (Address of principal executive office)                 (Zip Code)

       Registrant's telephone number, including area code (617) 234-3000

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

<PAGE>


WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
PART I - FINANCIAL INFORMATION
------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Item 1.  Consolidated Financial Statements
(In Thousands, Except Unit Data)                            For the Three Month Period      For the Nine Month Period
                                                               Ended September 30,             Ended September 30,
                                                                1998           1997            1998           1997
                                                                ----           ----            ----           ----
<S>                                                        <C>            <C>              <C>          <C> 
REVENUES:

      Rental income                                          $   3,164     $   2,899        $  9,211     $    8,594
      Operating expense and tax escalation
        reimbursements ...............................             187           136             468            358
      Interest income.................................              71           100             234            371
                                                             ---------     ---------        --------     ----------
          Total Revenues..............................           3,422         3,135           9,913          9,323
                                                             ---------     ---------        --------     ----------

EXPENSES:
      Repairs and maintenance.........................             321           289           1,000            906
      Utilities.......................................             318           286             903            825
      Payroll.........................................             146           150             443            443
      Security .......................................             113            90             321            288
      Lease costs and rental expense..................             224           213             680            675
      Insurance.......................................              41            38             123            110
      Real estate and other taxes.....................             458           415           1,369          1,216
      Management fees ................................             171           142             495            433
      General and administrative......................              66            79             294            326
      Interest expense................................           1,215         1,215           3,645          3,605
      Depreciation and amortization...................             778           736           2,275          2,156
                                                             ---------     ---------        --------     ----------
         Total Expenses...............................           3,851         3,653          11,548         10,983
                                                             ---------     ---------        --------     ----------
   Net Operating Loss.................................            (429)         (518)         (1,635)        (1,660)
        Gain due to refinancing.......................              --            --              --          1,895
                                                             ---------     ---------        --------     ----------
   Net Income (loss) before minority interest.........            (429)         (518)         (1,635)           235

   Minority interest in (income) loss.................              50            52             193            (30)
                                                             ---------     ---------        --------     ----------
   Net Income (loss)..................................       $    (379)    $    (466)       $ (1,442)    $      205
                                                             ---------     ---------        --------     ----------

   NET INCOME (LOSS) ALLOCATED TO
      GENERAL PARTNER.................................       $     (39)    $     (47)       $   (145)    $       21
                                                            ==========     =========        ========     =========

   NET INCOME (LOSS) ALLOCATED TO
      INVESTOR LIMITED PARTNERS.......................       $    (340)    $    (419)       $ (1,297)    $      184
                                                            ==========     =========        ========     =========

   Net Income (Loss) Per Investor
      Limited Partner Unit............................       $  (1,259)    $  (1,554)       $ (4,804)    $      685
                                                            ==========     =========        ========     =========

   Number of Investor Limited Partner
       Units Outstanding..............................             270           270             270            270
                                                            ==========     =========        ========     =========
</TABLE>

               See notes to consolidated financial statements.

                                      2
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WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS
FOR SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
------------------------------------------------------------------------------

ASSETS (Amounts in Thousands)
------

<TABLE>
<CAPTION>

                                                                                  1998               1997
                                                                                (Unaudited)        (Audited)
                                                                                -----------        ---------
<S>                                                                          <C>               <C>
Building and improvements, net of accumulated
    depreciation of $13,528 and $12,240, respectively..................       $   47,542        $   47,675
Tenant receivables, net of allowance for doubtful accounts of
    $20 and $20, respectively..........................................              124               327
Prepaid expenses and other assets......................................              139               263
Deferred rents receivable..............................................            4,421             4,254
Deferred costs, net....................................................            1,400             1,462
Cash and cash equivalents .............................................            1,983             2,708
Other restricted cash and cash equivalents ............................            5,761             5,671
                                                                              ----------        ----------

   TOTAL ASSETS........................................................       $   61,370        $   62,360
                                                                              ==========        ==========

<CAPTION>

                       LIABILITIES AND PARTNERS' CAPITAL
                       ---------------------------------

<S>                                                                          <C>              <C>
Liabilities:
Permanent Loan.........................................................       $   51,158        $   51,158
Prepaid tenant rent....................................................              323               264
Accounts payable and accrued liabilities...............................            2,028               877
Security deposits......................................................              356               298
                                                                              ----------        ----------

   TOTAL LIABILITIES...................................................           53,865            52,597

Commitments

Minority interest......................................................              686               957
                                                                              ----------        ----------

Partners' capital (deficit):
General Partner........................................................           (4,232)           (4,082)
Limited Partners - 270 units issued and outstanding....................           11,051            12,888
                                                                              ----------        ----------

   TOTAL PARTNERS' CAPITAL.............................................            6,819             8,806
                                                                              ----------        ----------

   TOTAL LIABILITIES AND PARTNERS' CAPITAL.............................       $   61,370        $   62,360
                                                                              ==========        ==========
</TABLE>

               See notes to consolidated financial statements.

                                      3
<PAGE>



WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(UNAUDITED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
------------------------------------------------------------------------------

(Amounts in Thousands)

<TABLE>
<CAPTION>

                                                            Limited           General
                                                            Partners          Partner              Total
                                                            --------          -------              -----
<S>                                                       <C>                <C>                <C>     
Balance, December 31, 1997.......................          $ 12,888           $(4,082)           $  8,806
Net loss.........................................            (1,297)             (145)             (1,442)
Distributions....................................              (540)               (5)               (545)
                                                           ---------          --------           ---------

Balance, September 30, 1998......................          $ 11,051           $(4,232)           $  6,819
                                                           =========          ========           ========



Balance, December 31, 1996 ......................          $ 16,086           $(4,000)           $ 12,086
Distribution Payable.............................            (2,700)              (27)             (2,727)
Net Income.......................................               184                21                 205
                                                           --------           --------           --------

Balance, September 30, 1997......................          $ 13,570           $(4,006)           $  9,564
                                                           ========           ========           ========
</TABLE>

               See notes to consolidated financial statements.

                                      4
<PAGE>


WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
------------------------------------------------------------------------------

(Amounts in Thousands)

<TABLE>
<CAPTION>

                                                                                      1998             1997
                                                                                    --------         ------
<S>                                                                                <C>              <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)....................................................            $  (1,442)        $  205
   Minority interest in income (loss)...................................                 (193)            30
   Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
      Depreciation and amortization.....................................                2,275          2,156
      Bad debt recovery ................................................                   --             (7)
      Changes in operating assets and liabilities:
        Decrease in tenant and other receivables........................                  203             83
        Decrease in prepaid expenses and other assets...................                  124            182
        Increase in deferred rents receivable...........................                 (167)          (490)
        Increase in accounts payable, accrued liabilities
          and security deposits.........................................                1,209            611
        Decrease in due to affiliates...................................                   --            (56)
        Increase in prepaid tenant rent.................................                   59            109
        Decrease in accrued interest payable............................                   --         (2,020)
                                                                                    ---------        --------

        Net cash provided by operating activities.......................                2,068            803
                                                                                    ---------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Increase in restricted cash and cash equivalents ....................                  (90)        (4,278)
   Expenditures for building and improvements...........................               (1,879)          (576)
   Deferred costs.......................................................                 (201)          (275)
                                                                                    ---------        --------

        Net cash used in investing activities...........................               (2,170)        (5,129)
                                                                                    ---------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Distributions paid to partners.......................................                 (545)        (2,727)
   Net withdrawals from mortgage escrow.................................                   --          1,447
   Distributions paid to minority partner...............................                  (78)          (174)
   Minority interest capital contributions received.....................                   --             61
                                                                                    ---------        -------

        Net cash provided by financing activities.......................                 (623)        (1,393)
                                                                                    ---------        -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................                 (725)        (5,719)


   CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.......................                2,708          8,423
                                                                                    ---------        -------

   CASH AND CASH EQUIVALENTS, END OF PERIOD.............................            $   1,983        $ 2,704
                                                                                    =========        =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Cash paid for interest...............................................            $   3,645        $ 3,730
                                                                                    =========        =======

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

   Gain from refinancing (see note 5)...................................            $      --        $ 1,895
                                                                                    =========        =======
   Retirement of fully depreciated assets...............................            $   1,490        $    --
                                                                                    =========        =======
</TABLE>

               See notes to consolidated financial statements.

                                      5
<PAGE>

WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

1.       General

         The accompanying consolidated financial statements, footnotes and
         discussions of Winthrop Miami Associates Limited Partnership (the
         "Partnership") 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, 1997.

         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. Certain amounts have
         been reclassified to conform to the September 30, 1998 presentation.
         The balance sheet at December 31, 1997 was derived from audited
         financial statements at such date.

         The results of operations for the nine months ended September 30,
         1998 and 1997 are not necessarily indicative of the results to be
         expected for the full year.

2.       Related Party Transactions

         Management fees are paid to an affiliate of the General Partner and
         are based on 5% of cash receipts. Fees of $495,000 and $433,000 were
         earned by affiliates during the periods ending September 30, 1998 and
         September 30, 1997, respectively.

         The Operating Partnerships owed management fees to an affiliate of
         the General Partner $63,000 and $50,000 at September 30, 1998 and
         September 30, 1997 respectively.

3.       Sale of the Permanent Loan

         On May 28, 1997, AP Nations LLC, a related party, acquired the
         outstanding balance of the permanent loan together with contractual
         interest due of $14,357,938 from the FDIC for $47,000,000. The
         accrued interest was capitalized and consolidated with the principal
         balance into a single note (the "Consolidated Note"). The
         Consolidated Note was then restructured into two separate notes (the
         "First Note" and the "Subordinated Note"). The First Note of
         $40,000,000, which is held by Travelers Life Insurance Company, bears
         interest at Libor plus 180 basis points (7.47% at June 30, 1998) and
         is collateralized by the office tower and retail space. The first
         note was assigned to Travelers Life Insurance Company on May 30,
         1997.

         The Subordinate Note in the amount of $11,157,938, which is held by
         AP Nations LLC, bears interest at 9.5% per annum plus 9.5% per annum
         on the outstanding principal balance on the First Note less the
         amount of interest due and payable with respect to the First Note.
         The Subordinate Note is collateralized by the general partnership
         interest in the operating partnerships.

         In connection with the new loan agreement, an interest rate
         protection agreement was entered into to provide the operating
         partnership with funds should the First Note interest exceed 9.5% per
         annum.

         The First Note and Subordinate Note combined require interest only
         payments until July 1999 when principal payments of $48,660 per month
         begin. The stated maturity date of the loans is May 30, 2001.

         As a result of the restructuring, the operating partnerships
         recognized an extraordinary gain of approximately $1,845,000 for
         financial reporting purposes.

                                      6
<PAGE>

WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------------------------------------------------------------------------------

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 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.) 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 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.

         The Registrant's sole assets are its approximately 88% interest in
         each of Miami Tower Associates Limited Partnership ("Miami Tower")
         and Miami Retail Associates Limited Partnership ("Miami Retail").
         Miami Tower and Miami Retail (collectively, the "Operating
         Partnerships") own a 37-story commercial office building located in
         Miami, Florida and a ground floor retail arcade located in the same
         building, respectively (the "Property"). The Operating Partnerships
         generate rental revenue from the Property and are responsible for the
         Property's operating expenses, administrative expenses, debt service
         and capital improvements.

         In October 1998, the General Partner of the Registrant hired an
         unaffiliated third party broker to market for sale all of the
         Operating Partnership's property. The General Partner believes that,
         as a result of the recovery of the overall area economy, the property
         is well positioned for sale. There have been no offers made to date.

         The Registrant's primary source of revenue is distributions from the
         cash flow of the Operating Partnerships. In April 1998 the Operating
         Partnerships made aggregate distributions of $545,000 to the
         Registrant and $78,000 to the minority partner. The Registrant used
         cash reserves to satisfy administrative and other expenses during the
         nine months ended September 30, 1998. In addition, in April 1998 the
         Registrant distributed $545,000 to its partners ($2,000 per unit).

         As of September 30, 1998, the Registrant had cash and cash
         equivalents of $1,983,000. The Registrant's and the Operating
         Partnership's level of liquidity, on a consolidated basis, decreased
         $725,000 during the nine months ended September 30, 1998, as compared
         to December 31, 1997. This decrease was due to $2,170,000 of cash
         used in investing activities and distributions of $623,000 which were
         partially offset by $2,068,000 in cash provided by operating
         activities. Cash used by investing activities consisted of $1,879,000
         of additions to building and improvements and $201,000 of deferred
         leasing commissions paid and $90,000 transferred to restricted cash.

         On May 28, 1997, AP Nations LLC, a related party, acquired the
         outstanding balance of the permanent loan together with contractual
         interest due of $14,357,938 from the FDIC for $47,000,000. The
         accrued interest was capitalized and consolidated with the principal
         balance into a single note (the "Consolidated Note"). The
         Consolidated Note was then restructured into two separate notes (the
         "First Note" and the "Subordinated Note"). The First Note of
         $40,000,000, which is held by Travelers Life Insurance Company, bears
         interest at Libor plus 180 basis points (7.44% at September 30, 1998)
         and is collateralized by the office tower and retail space. The first
         note was assigned to Travelers Life Insurance Company on May 30,
         1997.

                                      7
<PAGE>

WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------------------------------------------------------------------------------

         Liquidity and Capital Resources (continued)
         -------------------------------------------

         The Subordinate Note in the amount of $11,157,938, which is held by
         AP Nations LLC, bears interest at 9.5% per annum plus 9.5% per annum
         on the outstanding principal balance on the First Note less the
         amount of interest due and payable with respect to the First Note.
         The Subordinate Note is collateralized by the general partnership
         interest in the Operating Partnerships.

         In connection with the new loan agreement, an interest rate
         protection agreement was entered into to provide the operating
         partnership with funds should the First Note interest exceed 9.5% per
         annum.

         The First Note and Subordinate Note combined require interest only
         payments until July 1999 when principal payments of $48,660 per month
         begin. The stated maturity date of the loans is May 30, 2001.

         As a result of the restructuring, the operating partnerships
         recognized an extraordinary gain of approximately $1,845,000 for
         financial reporting purposes.

         The Registrant has invested and expects to continue to invest its
         unrestricted cash in money market instruments until required for
         operating purposes. The operating partnership had in capital
         improvement, real estate taxes and security deposit escrows at
         September 30, 1998, $3,533,000; $1,705,000; and $357,000
         respectively, held by the mortgage lender. Restricted cash also
         includes a utility deposit of $166,000. Therefore, at September 30,
         1998, the Registrant has total reserves of $5,761,000, which is
         expected to be sufficient to satisfy foreseeable working capital
         requirements.

         Results of Operations
         ---------------------

         The Net Operating Loss before minority interest of the Operating
         Partnerships and Gain due to refinancing decreased by $25,000 for the
         nine months ended September 30, 1998, as compared to the nine months
         ended September 30, 1997 as a result of a $590,000 increase in
         revenues which was partially offset by a $565,000 increase in
         expenses. The Net Operating Loss before minority interest of the
         Partnership and Gain due to refinancing decreased by $89,000 for the
         three months ended September 30, 1998, as compared to 1997, as a
         result of a $287,000 increase in revenues which was partially offset
         by a $198,000 increase in expenses.

         Revenues increased for the nine months ended September 30, 1998, as
         compared to 1997, due to increases in rental income of $617,000 and
         operating expense reimbursements of $110,000, which was partially
         offset by a decrease in interest income of $137,000. Rental revenues
         increased due to an increase in rental rates from $23.17 per square
         foot to $24.24 per square foot and an increase in occupancy from 85%
         to 91%.

                                      8
<PAGE>

WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------------------------------------------------------------------------------

         Results of Operation (continued)
         --------------------------------

         Expenses for the nine months ended September 30, 1998, as compared to
         1997, increased due to increases in real estate taxes ($153,000),
         depreciation and amortization ($119,000), interest expense ($40,000),
         utilities ($78,000), repairs and maintenance ($94,000) and management
         fees ($62,000). Real estate taxes increased due to an abatement filed
         for and received for calendar 1997. Depreciation and amortization
         increased because of the new additions in 1998. Interest expense
         increased for financial reporting purposes as a result of the
         modification of the Permanent Loan. Prior to the modification,
         interest expense was reported using the effective interest method
         that resulted in a level yield interest rate of 8.64%. The accrual
         interest rate under the restated and amended loan is 9.5%. Utilities
         increased in 1998 due to occupancy and the decrease in tenant
         overtime reimbursements. Repairs and maintenance increased due to
         higher contract prices. Management fees went up due to higher rent
         collections. All other expense items remain relatively constant for
         the comparative periods.

                                      9
<PAGE>

WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

PART II - OTHER INFORMATION
------------------------------------------------------------------------------

Item 6.  Exhibits and Reports on Form 8-K.
         ---------------------------------
     (a) Exhibits

         27. Financial Data Schedule

     (b) Reports on Form 8K:

         No Reports of Form 8-K were filed during the nine months ended
         September 30, 1998.

                                      10
<PAGE>

WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

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.

                 WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP

                                    (Registrant)

                                          BY:    ONE INTERNATIONAL ASSOCIATES
                                                 LIMITED PARTNERSHIP,
                                                 ITS GENERAL PARTNER

                                          BY:    ONE INTERNATIONAL, INC.
                                                 ITS GENERAL PARTNER

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

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

DATED: November 12, 1998

                                      11