<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20459

                                  FORM 10-QSB

(Mark One)

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

                 For the quarterly period ended June 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 0-20273
                                               -------

                 1999 Broadway Associates Limited Partnership
                 --------------------------------------------
      (Exact name of small business issuer as specified in its charter)

           Delaware                                   04-6613783
---------------------------------       ----------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification 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 the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes   X     No
                                                   -----      -----


                                    1 of 12


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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------
                           FORM 10-QSB JUNE 30, 1998
                           -------------------------
                        PART 1 - FINANCIAL INFORMATION
                        ------------------------------

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                JUNE 30,    DECEMBER 31,
(IN THOUSANDS, EXCEPT UNIT DATA)                                 1998          1997
                                                               ----------------------
<S>                                                            <C>           <C>
Assets

Real estate, at cost:

Land                                                           $  1,700      $  1,700
Buildings and improvements, net of accumulated
   depreciation of $14,542 (1998) and $13,769 (1997)             31,713        31,952
                                                               --------      --------

                                                                 33,413        33,652
Other Assets:

Cash and cash equivalents                                         3,767        11,116
Restricted cash                                                     614           668
Other assets                                                        544           431
Deferred rent receivable                                            551           252
Deferred costs, net of accumulated amortization
   of $2,195 (1998) and $3,765 (1997)                             2,394         2,408
                                                               --------      --------

         Total assets                                          $ 41,283      $ 48,527
                                                               ========      ========

Liabilities and Partners' Capital

Liabilities:

Mortgage loan payable                                          $ 25,771      $ 25,913
Distributions payable to partners                                  --           4,646
Accrued interest payable                                            202           205
Accounts payable and accrued expenses                               984         3,464
Payable to related party                                            116            79
Security deposits                                                   166           163
                                                               --------      --------

         Total liabilities                                       27,239        34,470
                                                               --------      --------

Commitments

Partners' Capital:

Preferred unit holders' capital (460 units outstanding)          10,378        10,387
Investor limited partners' capital (460 units outstanding)        5,173         5,177
General partner's deficit                                        (1,507)       (1,507)
                                                               --------      --------

         Total Partners' Capital                                 14,044        14,057
                                                               --------      --------

         Total Liabilities and Partners' Capital               $ 41,283      $ 48,527
                                                               ========      ========
</TABLE>


                See notes to consolidated financial statements.

                                    2 of 12


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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------
                           FORM 10-QSB JUNE 30, 1998
                           -------------------------


CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)      FOR THE SIX MONTHS ENDED
                                                        JUNE 30,       JUNE 30,
(IN THOUSANDS, EXCEPT UNIT DATA)                         1998           1997
                                                     -----------    -----------

Revenues:

     Rental                                          $     4,268    $     2,515
     Other                                                   406            307
                                                     -----------    -----------

         Total revenues                                    4,674          2,822
                                                     -----------    -----------

Expenses:

     Real estate taxes                                       277            324
     Payroll and payroll expense reimbursements              303            327
     Operating expenses                                      308            246
     Repairs and maintenance                                 414            354
     Utilities                                               457            351
     Management and other fees                               297            278
     General and administrative costs                        179            145
     Insurance                                                54             47
     Depreciation                                          1,016            681
     Amortization                                            277            189
                                                     -----------    -----------

         Total expenses                                    3,582          2,942
                                                     -----------    -----------


Operating income (loss)                                    1,092           (120)

Non-operating income (expense):

     Interest income                                         154            167
     Interest expense                                     (1,259)        (1,304)
     Reorganization item - professional fees                   -            (58)
                                                     -----------    -----------

Net loss                                             $       (13)   $    (1,315)
                                                     ===========    ===========

Net loss allocated:

     General Partners                                $         -    $       (13)

     Preferred Unit Holders                                   (9)             -

     Investor Limited Partners                                (4)        (1,302)
                                                     -----------    -----------

                                                     $       (13)   $    (1,315)
                                                     ===========    ===========

Net loss allocated per unit:

     Preferred Unit Holders                          $    (19.57)   $         -
                                                     ===========    ===========

     Investor Limited Partners                       $     (8.70)   $ (2,830.43)
                                                     ===========    ===========

                See notes to consolidated financial statements.

                                    3 of 12

<PAGE>

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------

                           FORM 10-QSB JUNE 30, 1998
                           -------------------------


CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)    FOR THE THREE MONTHS ENDED
                                                      JUNE 30,        JUNE 30,
(IN THOUSANDS, EXCEPT UNIT DATA)                       1998            1997
                                                    -----------    ------------
                                                   
Revenues:                                          
                                                   
     Rental                                         $     2,188    $      1,324
     Other                                                  183             194
                                                    -----------    ------------
                                                   
         Total revenues                                   2,371           1,518
                                                    -----------    ------------
                                                   
Expenses:                                          
                                                   
     Real estate taxes                                      144             163
     Payroll and payroll expense reimbursements             129             156
     Operating expenses                                     158             131
     Repairs and maintenance                                208             178
     Utilities                                              228             172
     Management and other fees                              155             139
     General and administrative costs                       127              62
     Insurance                                               27              23
     Depreciation                                           534             332
     Amortization                                           152             101
                                                    -----------    ------------
                                                   
         Total expenses                                   1,862           1,457
                                                    -----------    ------------
                                                   
                                                   
Operating income                                            509              61
                                                   
Non-operating income (expense):                    
                                                   
     Interest income                                         64              68
     Interest expense                                      (629)           (613)
     Reorganization item - professional fees                  -              (4)
                                                    -----------    ------------
                                                   
Net loss                                            $       (56)   $       (488)
                                                    ===========    ============
                                                   
Net loss allocated:                                
                                                   
     General Partners                               $        (1)   $         (5)
                                                   
     Preferred Unit Holders                                 (37)              -
                                                   
     Investor Limited Partners                              (18)           (483)
                                                    -----------    ------------
                                                   
                                                    $       (56)   $       (488)
                                                    ===========    ============
                                                   
Net loss allocated per unit:                       
                                                   
     Preferred Unit Holders                         $    (80.43)   $          -
                                                    ===========    ============
                                                   
     Investor Limited Partners                      $    (39.13)   $  (1,050.00)
                                                    ===========    ============
                                                 
                See notes to consolidated financial statements.

                                    4 of 12


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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------

                           FORM 10-QSB JUNE 30, 1998
                           -------------------------


CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)

(IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>
                              PREFERRED
                              UNITS OF        UNITS OF      PREFERRED        INVESTOR
                               LIMITED        LIMITED         UNIT            LIMITED         GENERAL
                             PARTNERSHIP    PARTNERSHIP      HOLDERS'        PARTNERS'       PARTNER'S
                              INTEREST       INTEREST        CAPITAL          CAPITAL        (DEFICIT)         TOTAL
                             -----------    -----------     ----------       ---------       ---------        --------

<S>                          <C>            <C>             <C>              <C>             <C>              <C>
Balance - January 1, 1998            460            460       $ 10,387        $  5,177        $ (1,507)       $ 14,057

Net loss                            --             --               (9)             (4)           --               (13)
                                --------       --------       --------        --------        --------        --------

Balance - June 30, 1998              460            460       $ 10,378        $  5,173        $ (1,507)       $ 14,044
                                ========       ========       ========        ========        ========        ========
</TABLE>


                See notes to consolidated financial statements.

                                    5 of 12

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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------

                           FORM 10-QSB JUNE 30, 1998
                           -------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
(IN THOUSANDS)                                           FOR THE SIX MONTHS ENDED
                                                          JUNE 30,       JUNE 30,
                                                            1998           1997
                                                          --------      ---------
<S>                                                      <C>            <C>
Cash Flows from Operating Activities:

Net loss                                                  $    (13)     $ (1,315)
Adjustments to reconcile net loss to net cash used in
 operating activities:

     Depreciation and amortization                           1,324           902
     Deferred rent receivable                                 (299)          156

     Changes in assets and liabilities:

         Other assets                                         (113)         (181)
         Accrued interest payable                               (3)          (46)
         Accounts payable, accrued expenses, payable
           to related party and security deposits           (2,440)         (134)
                                                          --------      --------


Net cash used in operating activities                       (1,544)         (618)
                                                          --------      --------

Cash Flows from Investing Activities:

     Additions to buildings and improvements                  (777)       (1,115)
     Decrease in restricted cash                                54           201
     Deferred lease costs                                     (294)         (416)
                                                          --------      --------

Net cash used in investing activities                       (1,017)       (1,330)
                                                          --------      --------

Cash Flows from Financing Activities:

     Principal payments on mortgage loan                      (142)       (2,087)
     Distributions to partners                              (4,646)            -
                                                          --------      --------

Cash used in financing activities                           (4,788)       (2,087)
                                                          --------      --------

Net decrease in cash and cash equivalents                   (7,349)       (4,035)

Cash and cash equivalents, beginning of period              11,116         8,580
                                                          --------      --------

Cash and cash equivalents, end of period                  $  3,767      $  4,545
                                                          ========      ========


Supplemental Disclosure of Cash Flow Information:

     Cash Paid For Interest                               $  1,231      $  1,318
                                                          ========      ========
</TABLE>


                See notes to consolidated financial statements.

                                    6 of 12

<PAGE>


                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------

                           FORM 10-QSB JUNE 30, 1998
                           -------------------------

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

1.      GENERAL

        The accompanying financial statements reflect the accounts of 1999
        Broadway Associates Limited Partnership (the "Investor Partnership")
        and 1999 Broadway Partnership (the "Operating Partnership"). The
        Investor Partnership and the Operating Partnership are collectively
        referred to as the "Partnership". These consolidated financial
        statements, footnotes and discussions should be read in conjunction
        with the consolidated 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 June 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 three and six months ended June 30,
        1998 and 1997, are not necessarily indicative of the results to be
        expected for the full year.

2.      RELATED PARTY TRANSACTIONS

        The Partnership has incurred charges and made commitments to companies
        affiliated by common ownership and management with Winthrop Financial
        Associates, A Limited Partnership (the "General Partner" of the
        Investor Partnership). Related party transactions with the General
        Partner and its affiliates include the following:

        a.        The Operating Partnership accrues to an affiliate of the
                  General Partner an annual property management fee equal to
                  5% of cash receipts. For the six months ended June 30, 1998
                  and 1997, management fees of $213,000 and $126,000,
                  respectively, were incurred. In accordance with the Plan of
                  Reorganization, and commencing on the Plan's effective date,
                  property management fee payments were reduced to 4% of cash
                  receipts as long as the mortgage note is outstanding.
                  Management fees of $170,000 have been paid for the period
                  ended June 30, 1998.

        b.        The Partnership pays or accrues to the General Partner an
                  annual partnership administration and investor service fee
                  of $100,000, which, since 1990, has been increased annually
                  by 6% to its present level of approximately $169,000 per
                  annum. Fees of $84,000 and $80,000, were paid or accrued
                  during the periods ended June 30, 1998 and 1997,
                  respectively.

                                   7 of 12


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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------

                           FORM 10-QSB JUNE 30, 1998
                           -------------------------

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

2.      RELATED PARTY TRANSACTIONS (CONTINUED)

        c.        The Partnership pays or accrues to an affiliate of the
                  General Partner a construction management fee equal to 5% of
                  the aggregate cost of each construction project. Fees of
                  $35,000 and $14,000 were incurred during the six months
                  ended June 30, 1998 and 1997, respectively, and have been
                  capitalized to the cost of building and improvements.

        d.        In accordance with the partnership agreement, the General
                  Partner is entitled to receive 1% of aggregate cash
                  distributions. In January 1998, the General Partner received
                  a distribution of $46,000.

3.      DISTRIBUTION

        In January 1998, the Partnership distributed $4,600,000 ($10,000 per
        unit) to Unitholders and $46,000 to the General Partner.

4.      ALLOCATION OF INCOME (LOSS)

        In accordance with the Partnership's Second Amended and Restated
        Partnership Agreement, net loss is allocated 1% to the General Partner
        and 99% to the limited partners in proportion to and to the extent of
        the positive balances in the limited partners' capital accounts. Net
        income is allocated, first, to the Preferred Unitholders, in an amount
        equal to the excess of the cumulative distributions made or to be
        made; second, to restore net loss previously allocated to the
        Preferred Unitholders; and the balance to the Unitholders and to the
        General Partner, to restore net loss previously allocated to them
        during the period that the Preferred Units were outstanding.

5.      LEGAL PROCEEDINGS

        Equity Resources Pilgrim Limited Partnership v. 1999 Broadway Associates
        Limited Partnership, Winthrop Financial Associates, Bronco L.L.C. and
        The Second Guarantor, Delaware Chancery Court, New Castle County (Civil 
        Action No. 16325-NC).

        A limited partner in the Partnership is alleging that the allocation
        of the preferred units subject to the oversubscription privilege made
        by the Partnership pursuant to the October 30, 1997 Proxy Statement
        and Prospectus, as amended (the "Prospectus"), was incorrect. The
        plaintiff alleges that it should have received 188.0526 preferred
        units instead of the 56.2812 preferred units plaintiff received.
        Plaintiff is presently seeking declaratory relief. The Partnership
        believes its allocation was consistent with the terms of the
        Prospectus and intends to defend this action. If the Plaintiff is
        successful in its action, the Partnership will be forced to reallocate
        the preferred units among all limited partners who exercised their
        oversubscription privilege which would result in such limited partners
        receiving less or more, depending on the circumstance, preferred
        units. To the extent more preferred units are allocated to a limited
        partner, such limited partner would be required to pay for such units.
        To the extent that less preferred units are allocated to a limited
        partner, such limited partner would receive a reimbursement of its
        original purchase price for the preferred units. The ultimate outcome
        of this litigation cannot presently be determined, however, the
        General Partner does not believe that the litigation will have a
        material adverse effect to the Partnership.

                                    8 of 12

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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------

                           FORM 10-QSB JUNE 30, 1998
                           -------------------------

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 consolidated
           financial statements and other items contained elsewhere in the
           report.

           Liquidity and Capital Resources

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

           The Registrant's level of liquidity based on cash and cash
           equivalents decreased by $7,349,000 during the six months ended
           June 30, 1998, as compared to December 31, 1997. The decline is
           attributable to $1,544,000 of cash used in operating activities,
           $1,017,000 of cash used in investing activities and $4,788,000 of
           cash used in financing activities. Cash from operations declined
           during the period ended June 30, 1998, primarily as a result of the
           timing of payments for tenant improvements and leasing costs. Cash
           used in investing activities consisted of $777,000 of cash used for
           improvements to real estate, primarily tenant improvements, and
           $294,000 of cash expended on leasing costs and commissions, which
           were slightly offset by a decline of $54,000 in restricted cash.
           Cash used in financing activities consisted of the January 1998
           distribution of $4,646,000 to partners in accordance with the
           Rights Offering, and $142,000 of mortgage principal amortization.
           The Property is 96% leased as of June 30, 1998. The Registrant has
           budgeted to expend a portion of its working capital reserves for
           tenant improvements and leasing commissions during the next twelve
           months. The funding for expenditures for tenant improvements and
           leasing commissions will be provided by the Registrant through
           funds raised by the 1997 Rights Offering. At June 30, 1998, the
           Registrant had approximately $3,767,000 in cash and cash
           equivalents which has been invested primarily in a money market
           account.

           The Registrant's original business plan was to selectively
           contribute its reserves to the Operating Partnership to enhance the
           Property's value (through leasing the Property). The Registrant
           hoped that the Denver market would improve so that the Property
           could generate cash flow distributions and realize capital
           appreciation above the first mortgage loan. The Denver market has
           not yet achieved the fundamental rebound required for the
           Registrant to achieve its long term investment objectives of
           realizing capital appreciation.

                                    9 of 12

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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------

                           FORM 10-QSB JUNE 30, 1998
                           -------------------------

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS (CONTINUED)

           Liquidity and Capital Resources (Continued)

           The Operating Partnership did not have sufficient cash flows to
           meet a portion of its February 1998 debt service requirements
           primarily due to the timing of payment of the semi-annual real
           estate taxes. Accordingly, $67,000 of the February 1998 principal
           and interest payment was funded from the reserve established at the
           Initial Consummation Date.

           At this time, it appears that the original investment objective of
           capital growth from the inception of the Registrant will not be
           attained and that the limited partners will not receive a complete
           return of their invested capital. The extent to which invested
           capital is refunded to the limited partners and preferred unit
           holders is dependent upon the performance of the Property and the
           market in which it is located. Subsequent to September 1999, the
           ability to hold and operate the Property is dependent upon
           Operating Partnership's ability to restructure or refinance the
           first mortgage loan or sell the Property.

           Results of Operations

           Operating results, before non-operating income (expenses), for the
           six months ended June 30, 1998, as compared to 1997, improved by
           $1,212,000 due to increases in revenues of $1,852,000, and expenses
           of $640,000. Operating results, before non-operating income
           (expenses), for the three months ended June 30, 1998, as compared
           to 1997, improved by $448,000.

           Revenues, for the six months ended June 30, 1998, as compared to
           1997, increased due to increases in rental income of $1,753,000 and
           in other income of $99,000. Rental and other income increased due
           to an increase in overall occupancy from 67% at June 30, 1997 to
           96% at June 30, 1998, and an increase in rental rates.

           Expenses increased by $640,000 for the six months ended June 30,
           1998, as compared to 1997, primarily due to increases in
           depreciation and amortization ($423,000), utilities ($106,000),
           operating expenses ($62,000), repairs and maintenance ($60,000) and
           general and administrative costs ($34,000). These increases were
           partially offset by a decrease in real estate taxes ($47,000).
           Depreciation and amortization expense increased due to expenditures
           for tenant improvements and leasing commissions made in connection
           with an increase in leasing activity. Utilities, operating expenses
           and repairs and maintenance expenses also increased primarily as a
           result of increased occupancy. General and administrative expenses
           increased due to an increase in professional fees in the second
           quarter of 1998 relating to the legal proceedings as described in
           Item 1. Consolidated Financial Statements, Note 5. Real estate
           taxes declined due to a reduction in the real estate tax rate and a
           lower assessed value of the Property.

           Interest expense decreased by $45,000 due to the payment of
           $2,000,000 in mortgage principal in February 1997, as part of the
           Plan of Reorganization and the amortization of mortgage principal.
           All other income and expense items remained relatively constant.

                                   10 of 12

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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------

                           FORM 10-QSB JUNE 30, 1998
                           -------------------------

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

Item 1.  Legal Proceedings

         Equity Resources Pilgrim Limited Partnership v. 1999 Broadway
         Associates Limited Partnership, Winthrop Financial Associates, Bronco
         L.L.C. and The Second Guarantor, Delaware Chancery Court, New Castle
         County (Civil Action No. 16325-NC).

         A limited partner in 1999 Broadway Associates Limited Partnership
         (the "Partnership") is alleging that the allocation of the preferred
         units subject to the oversubscription privilege made by the
         Partnership pursuant to the October 30, 1997 Proxy Statement and
         Prospectus, as amended (the "Prospectus"), was incorrect. The
         plaintiff alleges that it should have received 188.0526 preferred
         units instead of the 56.2812 preferred units plaintiff received.
         Plaintiff is presently seeking declaratory relief. The Partnership
         believes its allocation was consistent with the terms of the
         Prospectus and intends to defend this action. If the Plaintiff is
         successful in its action, the Partnership will be forced to
         reallocate the preferred units among all limited partners who
         exercised their oversubscription privilege which would result in such
         limited partners receiving less or more, depending on the
         circumstance, preferred units. To the extent more preferred units are
         allocated to a limited partner, such limited partner would be
         required to pay for such units. To the extent that less preferred
         units are allocated to a limited partner, such limited partner would
         receive a reimbursement of its original purchase price for the
         preferred units.

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

     (a) Exhibits

         27. Financial Data Schedule, is filed as an Exhibit to this report.

     (b) Reports on Form 8-K:

         No report of Form 8-K was filed during the period.

                                   11 of 12


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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
                 --------------------------------------------

                           FORM 10-QSB JUNE 30, 1998
                           -------------------------

                                  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.

                     1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                     BY:  WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP
                          MANAGING 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: August 14, 1998

                                   12 of 12