<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20459
   
                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1
    
(Mark One)

    X      QUARTERLY REPORT UNDER 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 0-20273

                  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)

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

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


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 4

<PAGE>
   
Item 2 to Registrant's Form 10-QSB for the quarterly period ended
September 30, 1996 is hereby amended as follows:
    

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 Registrant, through its 99.9% ownership interest in the 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 expense as well as its administrative costs.

        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 generating cash flow distributions and realizing capital
        appreciation.

        The Registrant's level of liquidity based on cash and cash equivalents
        increased by $1,612,000 during the nine months ended September 30, 1996
        as compared to December 31, 1995. This increase is attributable to
        $1,855,000 of cash from operating activities which was primarily the
        result of non-payment of debt service and was partially offset by
        $243,000 in capital improvements (investing activities). The Registrant
        invests its working capital reserves in a money market account.

        In November 1995, the Operating Partnership did not make its monthly
        mortgage payment on the debt encumbering the Property. Thereafter,
        First Interstate, the lender holding the mortgage encumbering the
        Property, through its subsidiary DAG Management, Inc., obtained a court
        order on November 14, 1995 to appoint a receiver to collect the rents
        of the Property and take control of the management of the Property. The
        receiver never took possession of the Property. On November 15, 1995,
        the Operating Partnership commenced a voluntary petition for relief
        under Chapter 11 of the United States Bankruptcy Code. This action was
        necessary to retain control of the Property and its rents and income,
        and to maintain and preserve the value of the Property to the Operating
        Partnership. Since the bankruptcy petition, the Operating Partnership
        has continued in possession of the property and is operated and managed
        its business as a debtor-in-possession. The Registrant and the holder
        of the first mortgage on the Property reached an agreement pursuant to

        which the Lender voted in favor of the Plan of Reorganization submitted
        by the Operating Partnership, which was confirmed by the Bankruptcy
        Court on November 13, 1996. The Plan, as approved by the Bankruptcy
        Court, provides for the modification of the existing loan encumbering
        the property as follows: (i) the maturity date is extended one year to
        September 1999; and (ii) principal payments will be paid based on a 25
        year amortization schedule (instead of 30 years), with a balloon
        payment being due at maturity. The loan continues to bear interest at
        9.5% per annum. In addition, the Registrant agreed to pay all costs and
        expenses of the Bankruptcy litigation (approximately $1,000,000, of
        which $750,000 has been accrued as reorganization costs at September
        30, 1996), accrued interest on the loan (approximately $3,300,000) and
        principal reductions of $4,000,000. The Registrant will also establish
        a $1,000,000 reserve for debt service shortfall and provide funds to
        lease-up the Property.

                                    2 of 4

<PAGE>

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations (Continued)

        Liquidity and Capital Resources (Continued)

        The General Partner does not expect the Registrant to make any cash
        distributions to the Limited Partners in the near future. The General
        Partner believes it is in the best interest of the Registrant to
        conserve any excess cash to be used for tenant improvements and leasing
        costs.
   
        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 Limited Partners will not receive a return of their
        invested capital. The extent to which invested capital is refunded to
        Limited Partners is dependent upon the performance of the Property and
        the market in which it is located. Subsequent to 1999, the
        ability to hold and operate the Property is dependent upon the
        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), declined by
        $1,768,000 for the nine months and $421,000 for the three months ended
        September 30, 1996, as compared to 1995. The decline of $1,768,000 for
        the nine months ended September 30, 1996 is due to decreases in
        revenues of $1,942,000 and expenses of $174,000.

        Revenues declined due to a decrease in rental income of $1,911,000 and
        other income of $31,000. Rental revenues declined due to a decrease in
        occupancy (from 85% in 1995 to 69% in 1996) as two major tenants
        vacated their space during September/October of 1995.


        Expenses declined by $174,000 for the nine months ended September 30,
        1996, as compared to 1995, due to decreases in operating expenses
        ($138,000), management and other fees ($127,000), and utilities
        ($96,000). These decreases were partially offset by increases in real
        estate taxes ($104,000), repairs and maintenance ($23,000), general and
        administrative ($49,000) and insurance ($12,000). The decreases in
        operating expenses, management and other fees and utilities are
        directly related to the decline in occupancy. Real estate taxes
        increased due to an increase in the assessed property value. These
        taxes are currently under appeal. All other expenses remained
        relatively constant.

        Interest income increased by $45,000 for the nine months ended
        September 30, 1996, as compared to 1995, due to an increase in average
        working capital reserves available for investment.

        Interest expense (which has been accrued but not paid since the
        bankruptcy filing) remained relatively constant.

                                    3 of 4

<PAGE>
                                   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: December 6, 1996
    

                                    4 of 4