<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                         Securities Exchange Act of 1934

For the year ended December 31, 2001        Commission File Number  0-10272
                   -----------------                                -------

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

         Maryland                                        04-2720493
-------------------------                           ---------------------
(State of Organization)                         (I.R.S. Employer I.D. No.)

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts        02114
-----------------------------------------------------------------       -------
      (Address of principal executive offices)                       (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:
                                      None
                                      ----
           Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                      -------------------------------------
                                 Title of Class

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 ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

Registrant had no revenues during its most recent fiscal year.

No market for the Limited Partnership Units exists and therefore, a market value
for such Units cannot be determined.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>


                                     PART I
                                     ------

Item 1.  Description of Business.
------   -----------------------

Development
-----------

         Winthrop Residential Associates I ("WRA I") was originally organized
under the Uniform Limited Partnership Act of the State of Maryland on January
30, 1981, for the purpose of investing, as a limited partner, in other limited
partnerships which would develop, manage, own, operate and otherwise deal with
apartment complexes assisted by Federal, state or local government agencies
("Local Limited Partnerships") pursuant to programs which do not significantly
restrict distributions to owners or the rates of return on investments in such
complexes. On June 23, 1983, WRA I elected to comply with and be governed by the
Maryland Revised Uniform Limited Partnership Act (the "Act") and filed its
Agreement and Certificate of Limited Partnership (the "Partnership Agreement")
with the Maryland State Department of Assessments and Taxation. In accordance
with and upon filing its certificate of limited partnership pursuant to the Act,
WRA I changed its name to Winthrop Residential Associates I, A Limited
Partnership (the "Partnership").

         The General Partners of the Partnership are One Winthrop Properties,
Inc., a Massachusetts corporation ("One Winthrop" or the "Managing General
Partner"), and Linnaeus-Hampshire Realty Limited Partnership (formerly known as
Linnaeus-Hampshire Realty Company), a Massachusetts limited partnership
("Linnaeus-Hampshire"). One Winthrop is a wholly-owned subsidiary of First
Winthrop Corporation ("First Winthrop"), a Delaware corporation, which in turn
is wholly-owned by Winthrop Financial Associates, A Limited Partnership ("WFA"),
a Maryland limited partnership. See "Employees" below.

         In 1981, the Partnership sold, pursuant to Registration Statement filed
with the Securities and Exchange Commission, 25,666 Units of limited partnership
interest ("Unit") at a purchase price of $1,000 per Unit (an aggregate of
$25,666,000). Capital contributions net of selling commissions and sales
registration costs were utilized to purchase interests in 16 Local Limited
Partnerships and the remainder in temporary short-term investments.

         The only business of the Partnership is investing as a limited partner
in other limited partnerships that own apartment complexes originally subsidized
by the U.S. Department of Housing and Urban Development ("HUD"). The Partnership
initially acquired equity interests in the form of limited partnership interests
in 16 Local Limited Partnerships owning and operating apartment complexes. The
Partnership completed its acquisitions in May 1982. The Partnership has sold its
interests in six properties: Greentree Apartments (November 1986), Marsh Cove
Apartments (December 1986), Orchard Hill (October 1988), Racquet Club (May
1989), Columbine (May 1989) and Heritage Hills Townhouses (1997). See "Item 2.
Description of Properties." A seventh property, Copperfield Apartments, was sold
in 1985 by its Local Limited Partnership which provided seller financing with a
second mortgage. The buyer subsequently defaulted on the second mortgage in
1988, and the Local Limited Partnership completed the reacquisition of the
property in August 1991. In 1998, the Partnership sold a portion of its



                                       2





<PAGE>


interest in Copperfield Apartments (see "Property Matters" below). The
Partnership lost its ownership interests in The Park Apartments, Candlewood
Apartments, The Villas and Albany Landing Apartments when HUD foreclosed on the
Local Limited Partnerships owning those properties in August 1993, January 1995,
December 1999 and July 2001, respectively. The mortgage encumbering Stonewood
Apartments was foreclosed in March 1996 and Shadowbrook Apartments was
effectively deeded in lieu of foreclosure to the lender in August 1996. See
"Defaults" below.

Property Matters
----------------

         Albany Landings Apartments. The Cedar Lake Ltd. Local Limited
Partnership, which owned the Albany Landing Apartments, was foreclosed upon by
the Department of Housing and Urban Development in July 2001. For financial
reporting purposes, the Partnership's investment in this Local Limited
Partnership had previously been written down to zero. For tax reporting
purposes, the Partnership incurred a tax liability of approximately $100 per
unit of limited partnership interest due to the recapture of tax benefits taken
in prior years in proportion to its ownership interest in the Local Limited
Partnership.

         Copperfield Apartments. The Partnership sold a portion of its interest
in First Investment Limited Partnership 1 ("First Investment"), the local
limited partnership which owns Copperfield Apartments, to the general partner of
First Investment. The Partnership now owns a 50% interest in First Investment.
The sales price of $175,000 was paid with a promissory note which matures on
December 31, 2008, and is secured by the purchaser's interest in First
Investment. The promissory note accrues interest at 8% per annum. As specified
in the promissory note, one half of the general partner's future distributions
from First Investment will be required to repay the note. During September 1998,
$70,000 of the principal balance and $5,000 of accrued interest was paid
resulting in an outstanding balance on the note at December 31, 2001 of $133,000
of principal and accrued interest. During 1997, the Partnership recorded a
$762,000 write-down of its investment in Copperfield Apartments to its net
realizable value.

Defaults
--------

         As noted above, the Partnership holds limited partnership interests in
Local Limited Partnerships, which own apartment properties, all of which were
originally financed with HUD-insured first mortgages. If a Local Limited
Partnership defaults on a HUD-insured mortgage, the mortgagee can assign the
defaulted mortgage to HUD and recover the principal owed on its first mortgage
from HUD. HUD, in its discretion, may then either (i) negotiate a workout
agreement with the Local Limited Partnership, (ii) sell the mortgage to another
lender, or (iii) pursue its right to transfer the ownership of the property from
the Local Limited Partnership to HUD through a foreclosure action. The objective
of a workout agreement between an owner and HUD is to secure HUD's sanction of a
plan which, over time, will cure any mortgage delinquencies. While a workout
agreement is effective and its terms are being met, HUD agrees not to pursue any
remedies available to it as a result of the default. If the owner does default
under the terms of the workout agreement or if HUD concludes that a property in
default lacks the ability to generate sufficient revenue to cure its default, it
may pursue its right to assume ownership of the





                                       3



<PAGE>






property through foreclosure. HUD may also sell the mortgage to another lender.
Some workout agreements terminate upon the sale of the mortgage to another
lender.

         All of the Local Limited Partnerships face the possibility that HUD or
a new lender if HUD sells its mortgage, (collectively the "Lender") could
foreclose on the properties as long as (i) the Lender and the Local Limited
Partnerships have not entered into a workout agreement; and (ii) there is unpaid
interest and principal owed the Lender, and the Lender determines that it is
unlikely that the property can generate sufficient revenue to cure the mortgage
delinquency.

Employees
---------

         The Partnership does not have any employees. Services were performed
for the Partnership until December 16, 1997 by the Managing General Partner, and
Winthrop Management LLC, an affiliate of the Managing General Partner.

         On December 16, 1997, the Managing General Partner and certain of its
affiliates entered into a Services Agreement with Coordinated Services of
Valdosta, LLC ("Coordinated Services") pursuant to which Coordinated Services
was retained to provide asset management and investor services to the
Partnership and certain affiliated partnerships. As a result of this agreement,
Coordinated Services has the right to direct the day to day affairs of the
Partnership, including, without limitation, reviewing and analyzing potential
sale, refinancing or restructuring proposals by Local Limited Partnerships,
preparation of all Partnership reports, maintaining Partnership records and
maintaining bank accounts of the Partnership. Coordinated Services is not
permitted, however, without the consent of the Managing General Partner, or as
otherwise required under the terms of the Partnership's Agreement of Limited
Partnership (the "Partnership Agreement") to, among other things, cause the
Partnership to consent to a sale of an asset or cause the Partnership to file
for bankruptcy. As compensation for providing these services, the Managing
General Partner and its affiliates assigned to Coordinated Services all of their
right to receive fees from the Partnership as provided in the Partnership
Agreement. See "Item 12. Certain Relations and Related Transactions."

Item 2.  Description of Properties.
------   -------------------------

         The following table sets forth certain information regarding the
properties owned by the four Local Limited Partnerships in which the Partnership
has retained an interest and which continue to own apartment properties as of
March 1, 2002:
<TABLE>
<CAPTION>
                                                                              Date of
Property Name                                   Location                    Acquisition(1)           Number of Units
-------------                                   --------                    -------------            ---------------
<S>                                             <C>                         <C>                      <C>
Lynnwood Park Apartments                        Raleigh, NC                   9/28/81                     152
Stonegate Apartments                            Holland, MI                   8/04/81                     156
College Green Apartments                        Wilmington, NC                11/30/81                    138
Copperfield Apartments                          Columbia, SC                  8/22/91                     120
</TABLE>

 (1)  Represents the date on which the Partnership made its initial investment
      in the Local Limited Partnership




                                       4

<PAGE>


The following table sets forth information relating to the first mortgage
encumbering each of the Local Limited Partnership's properties:
<TABLE>
<CAPTION>
                               Principal                                                             Principal
                               Balance at        Interest          Period           Maturity       Balance Due at
Property                   December 31, 2001       Rate           Amortized           Date           Maturity
-----------------          -----------------   ------------  ----------------   ---------------    ----------------
<S>                        <C>                 <C>           <C>                <C>                <C>
Lynndale                       $3,783,000          7.5%       40 years              3/1/2023            (1)
Stonegate                      $4,529,000          7.5%       40 years             12/1/2022            (1)
College Green                  $2,620,000          7.5%       40 years              3/1/2023            (1)
Copperfield                    $1,157,000          6.4%       10 years              9/1/2008     $1,039,000
</TABLE>

(1)      Self-amortizing loan.

         The following table sets forth the Partnership's limited partnership
ownership interest in each of the Local Limited Partnerships:


<TABLE>
<CAPTION>
           Local Limited Partnership                                 Ownership Interest
           -------------------------                                 ------------------
<S>        <C>                                                       <C>
           Lynndale Apartments, Ltd.                                         50%
           Stonegate Apartments Limited Partnership                          93%
           College Green                                                     95%
           First Investment Limited Partnership I                            50%
</TABLE>

         As of March 1, 2002, none of the Local Limited Partnerships had plans
for substantial renovation, improvement or development of the properties owned
by the Local Limited Partnerships. All of the properties owned by the Local
Limited Partnerships are adequately covered by insurance.

         The following chart provides comparative data for each property owned
by the Local Limited Partnerships regarding occupancy rates and average market
rental rates per apartment unit, for the last two years, where that data is
available to the Partnership:

<TABLE>
<CAPTION>
                                                               Average Monthly
                                    Average Monthly                Rental
                                     Occupancy Rate             Rate per Unit

Property                           2001          2000         2001         2000
--------                           ----          ----         ----         ----
<S>                                <C>           <C>         <C>           <C>
Lynnwood Park                       98%           95%         $569         $589
Stonegate                           93%           93%         $558         $549
College Green                       95%           92%         $527         $527
Copperfield                         87%           94%         $546         $529
</TABLE>


                                       5
<PAGE>

         Set forth below is a table showing the gross carrying value and
accumulated depreciation and federal tax basis of each of the Partnership's
properties as of December 31, 2001 (in thousands):

<TABLE>
<CAPTION>
                               Gross                                                                Federal
                              Carrying         Accumulated                                            Tax
Property                       Value           Depreciation             Rate           Method        Basis
--------                       -----           ------------             ----           ------        -----
<S>                            <C>             <C>                    <C>             <C>          <C>
Lynnwood Park                  $4,428             $3,428                  5-25 yrs.      S/L          $180
Stonegate                      $4,802             $3,744                  5-25 yrs.      S/L          $271
College Green                  $3,682             $2,717                 10-25 yrs.      S/L          $196
Copperfield                    $3,227             $1,243                5-27.5 yrs.      S/L        $1,646
</TABLE>

Item 3.  Legal Proceedings.
------   -----------------

         The Partnership is not a party, nor are any of the Local Limited
Partnerships subject, to any material pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders.
------   ---------------------------------------------------

         No matter was submitted to a vote of security holders during the period
covered by this report.

                                       6
<PAGE>


                                     PART II
                                     -------

Item 5.  Market for the Registrant's Common Stock and Related Stockholder
         Matters.
------   -----------------------------------------------------------------------

         The Partnership is a partnership and thus has no common stock. There is
no active market for the Units. Trading in the Units is sporadic and occurs
solely through private transactions.

         As of March 1, 2002, there were 2,725 holders of Units holding 25,585
units.

         The Partnership Agreement requires that any Cash Available for
Distribution (as defined in said agreement) be distributed monthly or quarterly
to the Partners in specified proportions and priorities. There are no outside
restrictions on the Partnership's present or future ability to make
distributions of Cash Available for Distribution. There was no Cash Available
for Distribution in 2001 or 2000.

         Over the past few years many companies have begun making "mini-tenders"
(offers to purchase an aggregate of less than 5% of the total outstanding units)
for limited partnership interests in the Partnership. Pursuant to the rules of
the Securities and Exchange Commission, when a tender offer is commenced for
Units the Partnership is required to provide limited partners with a statement
setting forth whether it believes limited partners should tender or whether it
is remaining neutral with respect to the offer. Unfortunately, although the
Securities and Exchange Commission has stated that a copy of any offer should be
sent by the bidder to the Partnership, the rules of the Securities and Exchange
Commission do not require that the bidders in certain tender offers provide the
Partnership with a copy of their offer. As a result, the Managing General
Partner often does not become aware of such offers until shortly before they are
scheduled to expire or even after they have expired. Accordingly, the Managing
General Partner does not have sufficient time to advise you of its position on
the tender. In this regard, please be advised that pursuant to the discretionary
right granted to the Managing General Partner of your partnership in the
Partnership Agreement to reject any transfers of units, the Managing General
Partner will not permit the transfer of any Unit in connection with a tender
offer unless: (i) the Partnership is provided with a copy of the bidder's
offering materials, including amendments thereto, simultaneously with their
distribution to the limited partners; (ii) the offer provides for withdrawal
rights at any time prior to the expiration date of the offer and, if payment is
not made by the bidder within 60 days of the date of the offer, after such 60
day period; and (iii) the offer must be open for at least 20 business days and,
if a material change is made to the offer, for at least 10 business days
following such change.


                                       7
<PAGE>



Item 6.  Management's Discussion and Analysis or Plan of Operation
         ---------------------------------------------------------

         The matters discussed in this Form 10-KSB 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-KSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's liquidity, capital resources and results of
operations, including forward-looking statements pertaining to such matters,
does not take into account the effects of any changes to the Partnership's
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.

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

Liquidity and Capital Resources
-------------------------------

         As of December 31, 2001, the Partnership retained an equity interest in
four Local Limited Partnerships, each of which owns one apartment complex. The
properties are located in Michigan, North Carolina (2) and South Carolina.

         The level of liquidity based on cash and cash equivalents experienced
an $82,000 decrease for the year ended December 31, 2001, as compared to
December 31, 2000, due to net cash used in operating activities. The Partnership
did not receive any distributions from the Local Limited Partnerships during
2001. At December 31, 2001, the Partnership had $341,000 in cash and cash
equivalents, which had been invested primarily in repurchase agreements and a
money market account.

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

         The loan payable to an affiliate of the Managing General Partner which
bears interest at prime plus 1% is repayable from cash flows generated by the
Local Limited Partnerships and the proceeds of any sales of real estate owned by
the Local Limited Partnerships. The outstanding principal balance and accrued
interest on the loan was approximately $405,000 and $384,000 at December 31,
2001 and 2000, respectively. The Partnership did not make cash distributions to
its partners during 2001 or 2000.

         The Partnership does not intend to make advances to fund future
operating deficits incurred by any Local Limited Partnership, but retains its
prerogative to exercise business judgment to reverse this position if
circumstances change. Moreover, the Partnership is not obligated to provide any
additional funds to the Local Limited Partnerships to fund operating deficits.
If a Local Limited Partnership sustains continuing operating deficits and has no
other



                                       8




<PAGE>



sources of funding, it is likely that it will eventually default on its
mortgage obligations and risk a foreclosure on its property by the lender. If a
foreclosure were to occur, the Local Limited Partnership would lose its
investment in the property and would incur a tax liability due to the recapture
of tax benefits taken in prior years. The Partnership, as an owner of the Local
Limited Partnership, would share these consequences in proportion to its
ownership interest in the Local Limited Partnership.

         The Cedar Lake Ltd. Local Limited Partnership, which owned the Albany
Landing Apartments, was foreclosed upon by the Department of Housing and Urban
Development in July 2001. For financial reporting purposes, the Partnership's
investment in this Local Limited Partnership had previously been written down to
zero. For tax reporting purposes, the Partnership incurred a tax liability due
to the recapture of tax benefits taken in prior years in proportion to its
ownership interest in the Local Limited Partnership. The amount of the recapture
income was approximately $100 per unit of Limited Partnership Interest.

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

         The Partnership's net loss increased by $136,000 for the year ended
December 31, 2001, as compared to 2000, due to a decrease in income of $153,000
which was partially offset by a decrease in expenses of $17,000.

         Income decreased primarily due to a decrease in income from Local
Limited Partnership cash distributions of $68,000 and an increase of $77,000 in
equity in loss from the Local Partnership owning Copperfield Apartments. The
Partnership did not receive any distributions from the Local Limited
Partnerships during 2001. During the year ended December 31, 2000 the
Partnership received $68,000 from the Local Limited Partnership which owns the
Lynwood Park Apartments property. Expenses decreased primarily due to a decrease
in interest expense of $9,000 and a decrease in management fees of $7,000.

Recently Issued Accounting Standards
------------------------------------

         The Financial Accounting Standards Board ("FASB") issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities -
an amendment of SFAS No. 133." These statements require companies to recognize
all derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether they
qualify for hedge accounting. These statements were effective for fiscal years
beginning after June 15, 2000. There was no effect from these statements on the
Partnership's financial statements.

         In July 2001, the FASB issued SFAS No. 141 "Business Combinations".
SFAS No. 141 requires that all business combinations be accounted for under the
purchase method of accounting. SFAS No. 141 also changes the criteria for the
separate recognition of intangible assets acquired in a business combination.
SFAS No. 141 is effective for all business combinations initiated after June 30,
2001. There was no effect from this statement on the Partnership's financial
statements.


                                       9
<PAGE>

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

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and the
accounting and reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of a Disposal of a Business and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for
the disposal of a segment of a business. This statement also amends ARB No. 51,
"Consolidated Financial Statements," to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001, and interim
periods within those fiscal years. The provisions of this statement are
generally to be applied prospectively. The Partnership does not expect that this
statement will have a material effect on the Partnership's financial statements.

Quantitative and Qualitative Disclosures of Market Risk
-------------------------------------------------------

         The Partnership does not have any financial instruments that would
expose it to market risk associated with the risk of loss arising from adverse
changes in market rates and prices except for the Partnership's loan payable to
an affiliate which is subject to changes in the prime rate of interest.

                                       10

<PAGE>


ITEM 7.      FINANCIAL STATEMENTS
             --------------------

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                              FINANCIAL STATEMENTS
                              --------------------

                     YEARS ENDED DECEMBER 31, 2001 and 2000
                     --------------------------------------

                                      INDEX
                                      -----

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                --------
<S>                                                                             <C>
Independent Auditors' Report....................................................... 12

Financial Statements:

Balance Sheets as of December 31, 2001 and 2000.................................... 13

Statements of Operations for the Years Ended
     December 31, 2001 and 2000.................................................... 14

Statements of Partners' Capital for the Years Ended
     December 31, 2001 and 2000.................................................... 15

Statements of Cash Flows for the Years Ended
     December 31, 2001 and 2000.................................................... 16

Notes to Financial Statements...................................................... 17
</TABLE>





                                       11



<PAGE>





                          Independent Auditors' Report
                          ----------------------------


To the Partners
Winthrop Residential Associates I, A Limited Partnership

We have audited the accompanying balance sheets of Winthrop Residential
Associates I, A Limited Partnership (a Maryland limited partnership) as of
December 31, 2001 and 2000, and the related statements of operations, partners'
capital and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We did not
audit the financial statements of certain Local Limited Partnerships, the
investments in which are reflected in the accompanying financial statements
using the equity method of accounting. Those statements were audited by other
auditors whose reports have been furnished to us, and in our opinion, insofar as
it relates to the amounts included for those Local Limited Partnerships, is
based solely on the reports of other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Winthrop Residential Associates I, A Limited
Partnership as of December 31, 2001 and 2000, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.


                                               /s/ Imowitz Koenig & Co., LLP

New York, New York
March 1, 2002



                                       12
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                                 BALANCE SHEETS
                                 --------------
                        (In Thousands, Except Unit Data)


<TABLE>
<CAPTION>

                                                                                                  DECEMBER 31,
                                                                                   ------------------------------------------
                                                                                           2001                 2000
                                                                                   -------------------   --------------------
<S>                                                                                 <C>                   <C>
ASSETS
------

Cash and cash equivalents                                                          $              341     $              423
Note receivable and accrued interest                                                              133                    124
Investment in Local Limited Partnership                                                           106                    209
                                                                                   -------------------   --------------------

       Total Assets                                                                $              580    $               756
                                                                                   ===================   ====================


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

Liabilities:

Accrued expenses                                                                   $               12    $                10
Loan payable and accrued interest - affiliate                                                     405                    384
                                                                                   -------------------   --------------------

       Total Liabilities                                                                          417                    394
                                                                                   -------------------   --------------------

Partners' Capital:

Limited Partners -
       Units of Limited Partnership Interest,
       $1,000 stated value per unit;
       25,676 units authorized; 25,595 units
       issued and outstanding                                                                   1,273                  1,462
General Partners' deficit                                                                      (1,110)                (1,100)
                                                                                   -------------------   --------------------

       Total Partners' Capital                                                                    163                    362
                                                                                   -------------------   --------------------

       Total Liabilities and Partners' Capital                                     $              580     $              756
                                                                                   ===================   ====================
</TABLE>




                       See notes to financial statements.

                                       13


<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                            STATEMENTS OF OPERATIONS
                            ------------------------
                        (In Thousands, Except Unit Data)


<TABLE>
<CAPTION>
                                                                                     YEARS ENDED DECEMBER 31,
                                                                             ------------------------------------------
                                                                                    2001                  2000
                                                                             -------------------   --------------------
<S>                                                                          <C>                   <C>
Income:

Income from Local Limited Partnership
  cash distributions                                                         $                -     $               68
Equity in loss of Local Limited Partnership                                                (103)                   (26)
Interest                                                                                     20                     24
Other income                                                                                  -                      4
                                                                             -------------------   --------------------

       Total Income                                                                         (83)                    70
                                                                             -------------------   --------------------

Expenses:

Interest                                                                                     21                     30
General and administrative                                                                   95                     96
Management fees                                                                               -                      7
                                                                             -------------------   --------------------

       Total Expenses                                                                       116                    133
                                                                             -------------------   --------------------

Net Loss                                                                     $             (199)    $              (63)
                                                                             ===================   ====================

Net Loss allocated to General Partners                                       $              (10)    $               (3)
                                                                             ===================   ====================

Net Loss allocated to Limited Partners                                       $             (189)    $              (60)
                                                                             ===================   ====================

Net Loss per Unit of Limited Partnership Interest                            $            (7.38)    $            (2.34)
                                                                             ===================   ====================
</TABLE>




                       See notes to financial statements.



                                       14




<PAGE>



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                         STATEMENTS OF PARTNERS' CAPITAL
                         -------------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------
                        (In Thousands, Except Unit Data)


<TABLE>
<CAPTION>
                                                      Units of
                                                      Limited              General             Limited               Total
                                                    Partnership           Partners'           Partners'            Partners'
                                                      Interest             Deficit             Capital              Capital
                                                  -----------------    -----------------   -----------------    -----------------
<S>                                               <C>                  <C>                 <C>                  <C>

Balance - January 1, 2000                                   25,595     $         (1,097)   $          1,522     $            425

     Net Loss                                                    -                   (3)                (60)                 (63)
                                                  -----------------    -----------------   -----------------    -----------------

Balance - December 31, 2000                                 25,595               (1,100)              1,462                  362

     Net Loss                                                    -                  (10)               (189)                (199)
                                                  -----------------    -----------------   -----------------    -----------------

Balance - December 31, 2001                                 25,595     $         (1,110)   $          1,273     $            163
                                                  =================    =================   =================    =================
</TABLE>



                       See notes to financial statements.


                                       15







<PAGE>




            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                          YEARS ENDED DECEMBER 31,
                                                                                  ------------------------------------------
                                                                                         2001                  2000
                                                                                  -------------------   --------------------
<S>                                                                               <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                          $             (199)   $               (63)
Adjustments to reconcile net loss to net cash used in
  operating activities:
       Income from Local Limited Partnership cash distributions                                    -                    (68)
       Equity in loss of Local Limited Partnership                                               103                     26
Changes in assets and liabilities:
       Increase in accrued interest receivable                                                    (9)                    (8)
       Increase (decrease) in accrued expenses                                                     2                     (8)
       Increase in accrued interest payable                                                       21                     30
                                                                                  -------------------   --------------------

       Net cash used in operating activities                                                     (82)                   (91)
                                                                                  -------------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

       Distributions received from Local Limited Partnerships                                      -                     68
                                                                                  -------------------   --------------------

       Cash provided by investing activities                                                       -                     68
                                                                                  -------------------   --------------------

       Net  decrease in cash and cash equivalents                                                (82)                   (23)

Cash and cash equivalents, Beginning of Year                                                     423                    446
                                                                                  -------------------   --------------------

Cash and cash equivalents, End of Year                                            $              341    $               423
                                                                                  ===================   ====================
</TABLE>




                       See notes to financial statements.







<PAGE>


            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     -----------------------------------------------------------

     Organization
     ------------

     Winthrop Residential Associates I, A Limited Partnership (the
     "Partnership") was organized on January 30, 1981 under the Uniform Limited
     Partnership Act of the State of Maryland to invest in limited partnerships
     (the "Local Limited Partnerships") that develop, manage, operate and
     otherwise deal in government-assisted apartment complexes. At December 31,
     2001, the Partnership has investments in four Local Limited Partnerships,
     each of which owns one apartment complex. The properties are located in
     Michigan, North Carolina (2) and South Carolina.

     The Partnership was capitalized with approximately $25,667,000 of
     contributions representing 25,666 investor limited partnership units. The
     offering closed in September 1981. The general partners and the initial
     limited partner (10 units) contributed $12,000. At December 31, 2001 and
     2000 there were 25,595 limited partnership units issued and outstanding.

     Cash and Cash Equivalents
     -------------------------

     The Partnership considers all highly liquid investments with an original
     maturity of three months or less at the time of purchase to be cash
     equivalents. The carrying amount of cash and cash equivalents approximates
     its fair value due to the short term nature of such instruments.

     Use of Estimates
     ----------------

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the amounts in the
     financial statements and accompanying notes. Actual results could differ
     from those estimates.

     Investments in Local Limited Partnerships
     -----------------------------------------

     The Partnership accounts for its investment in each Local Limited
     Partnership using the equity method. Under the equity method of accounting,
     the investment cost is subsequently adjusted by the Partnership's share of
     the Local Limited Partnership's results of operations and by distributions
     received. Costs relating to the acquisition and selection of the investment
     in the Local Limited Partnerships are capitalized to the investment account
     and amortized over the life of the investment or until the investment
     balance has been written

                                       17

<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
     -----------------------------------------------------------------------

     Investments in Local Limited Partnerships (Continued)
     -----------------------------------------------------

     down to zero. Equity in the loss of Local Limited Partnerships is not
     recognized to the extent that the investment balance would become negative
     since the Partnership is not obligated to advance funds to the Local
     Limited Partnerships.

     Net Loss Per Limited Partnership Unit
     -------------------------------------

     Net loss per limited partnership unit is computed by dividing net loss
     allocated to the limited partners by the 25,595 units outstanding.

     Income Taxes
     ------------

     Taxable income or loss of the Partnership is reported in the income tax
     returns of its partners. Accordingly, no provision for income taxes is made
     in the financial statements of the Partnership.

     Concentration of Credit Risk
     ----------------------------

     Principally all of the Partnership's cash and cash equivalents consist of
     repurchase agreements and a money market account, with original maturity
     dates of three months or less.

     Segment Reporting
     -----------------

     The Partnership has one reportable segment, residential real estate. The
     Partnership evaluates performance based on net operating income, which is
     income before depreciation, amortization, interest and non-operating items.

     Recently Issued Accounting Standards
     ------------------------------------

     The Financial Accounting Standards Board ("FASB") issued SFAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities" and SFAS No.
     138, "Accounting for Certain Derivative Instruments and Certain Hedging
     Activities - an amendment of SFAS No. 133." These statements require
     companies to recognize all derivatives on the balance sheet as assets or
     liabilities, measured at fair value. Gains or losses resulting from changes
     in the values of those derivatives would be accounted for depending on the
     use of the derivative and whether they qualify for hedge accounting. These
     statements were effective for fiscal years beginning after June 15, 2000.
     There was no effect from these statements on the Partnership's financial
     statements.


                                       18
<PAGE>
            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
     -----------------------------------------------------------------------

     Recently Issued Accounting Standards (Continued
     -----------------------------------------------

     In July 2001, the FASB issued SFAS No. 141 "Business Combinations". SFAS
     No. 141 requires that all business combinations be accounted for under the
     purchase method of accounting. SFAS No. 141 also changes the criteria for
     the separate recognition of intangible assets acquired in a business
     combination. SFAS No. 141 is effective for all business combinations
     initiated after June 30, 2001. There was no effect from this statement on
     the Partnership's financial statements.

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

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets," which addresses financial
     accounting and reporting for the impairment or disposal of long-lived
     assets. This statement supersedes SFAS No. 121, "Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
     Of" and the accounting and reporting provisions of APB Opinion No. 30,
     "Reporting the Results of Operations-Reporting the Effects of a Disposal of
     a Business and Extraordinary, Unusual and Infrequently Occurring Events and
     Transactions," for the disposal of a segment of a business. This statement
     also amends ARB No. 51, "Consolidated Financial Statements," to eliminate
     the exception to consolidation for a subsidiary for which control is likely
     to be temporary. SFAS No. 144 is effective for fiscal years beginning after
     December 15, 2001, and interim periods within those fiscal years. The
     provisions of this statement are generally to be applied prospectively. The
     Partnership does not expect that this statement will have a material effect
     on the Partnership's financial statements.

2.   ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS
     -----------------------------------------------

     In accordance with the partnership agreement, profits and losses not
     arising from a sale and cash available for distribution from operations
     shall be allocated 5% to the general partners and 95% to the limited
     partners. Gains and distributions of proceeds arising from a sale or
     refinancing are allocated first to the limited partners to the extent of
     their Adjusted Capital Contribution (as defined) and then, in accordance
     with the partnership agreement, however,



                                       19

<PAGE>


            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------


2.   ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS (Continued)
     -----------------------------------------------------------

     the general partner is allocated at least 1% of the gain. Losses from a
     sale or refinancing are allocated 1% to the general partners and 99% to the
     limited partners. If there are no sale proceeds, gains from a sale are
     allocated 5% to the general partners and 95% to the limited partners.

3.   TRANSACTIONS WITH RELATED PARTIES
     ---------------------------------

     One Winthrop Properties, Inc. (the "Managing General Partner") is a wholly
     owned subsidiary of First Winthrop Corporation, which in turn is controlled
     by Winthrop Financial Associates, A Limited Partnership.

     The Managing General Partner and certain of its affiliates have a Services
     Agreement with Coordinated Services of Valdosta, LLC ("Coordinated
     Services") pursuant to which Coordinated Services provides asset management
     and investor services to the Partnership and certain affiliated
     partnerships. As a result of this agreement, Coordinated Services has the
     right to direct the day to day affairs of the Partnership. Coordinated
     Services is not permitted, however, without the consent of the Managing
     General Partner, or as otherwise required under the terms of the
     partnership agreement to, among other things, cause the Partnership to
     consent to a sale of an asset or cause the Partnership to file for
     bankruptcy. Coordinated Services is entitled to a management fee for these
     services equal to 10% of the Partnership's share of cash distributions from
     the Local Limited Partnerships, not to exceed one half of 1% of the sum of
     (a) the amount of the Partnership's aggregate total investment in all Local
     Limited Partnerships, plus (b) the Partnership's allocable share of all
     liens and mortgages secured by the projects of all Local Limited
     Partnerships. Coordinated Services, which is a related party for financial
     reporting purposes only, earned management fees of $0 and $7,000, for the
     years ended December 31, 2001 and 2000, respectively.

     The Partnership has a loan payable to an affiliate in the amount of
     $289,000 which bears interest at the prime rate plus 1% (5.75% and 10.5% at
     December 31, 2001 and 2000, respectively), and is repayable from cash flows
     generated by the Local Limited Partnerships and the proceeds of any sales
     of real estate owned by the Local Limited Partnerships. The principal
     balance and accrued interest on the loan was $405,000 and $384,000 at
     December 31, 2001 and 2000, respectively. Due to the nature of the loan
     payable, it is not practicable to estimate fair value because it cannot be
     determined whether financing with similar terms and conditions would be
     available to the Partnership.


                                       20

<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------


4.   INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
     -----------------------------------------

     As of December 31, 2001, the Partnership has Limited Partnership equity
     interests in four Local Limited Partnerships each owning one apartment
     complex. Such interests are summarized as follows:


<TABLE>
<CAPTION>
                                 Local Limited Partnership                                     Percentage Ownership
      ---------------------------------------------------------------------------------    ----------------------------
<S>                                                                                        <C>
      Lynndale Apartments, Ltd. (Lynwood Park Apartments)                                              50%
      Stonegate Apartments Limited Partnership (Stonegate Apartments)                                  93%
      College Green Limited Partnership (College Green Apartments)                                     95%
      First Investment Limited Partnership I (Copperfield Apartments)                                  50%

     The above Local Limited Partnerships have outstanding mortgages totaling
     $12,089,000, which are secured by the Local Limited Partnerships' real
     property, security interests, liens and endorsements common to first
     mortgage loans.

     On May 1, 1998, the Partnership sold a portion of its interest in First
     Investment Limited Partnership I ("Copperfield Apartments") to the general
     partner of the Local Limited Partnership. As a result, the Partnership's
     interest in Copperfield Apartments was reduced to a 50% interest. The sales
     price was $175,000, payable with a promissory note (the "Note"), maturing
     on December 31, 2008, and secured by the interest in the Local Limited
     Partnership. The promissory note accrues interest at 8% per annum. As
     specified in the Note, one half of the general partner's future
     distributions from Copperfield Apartments are required to repay the note.
     On August 31, 1998, Copperfield Apartments refinanced its mortgage. During
     September 1998, Copperfield Apartments distributed $150,000 of refinancing
     proceeds to the Partnership and the general partner of Copperfield
     Apartments repaid $70,000 of the principal balance and $5,000 of accrued
     interest due on the note. There were no distributions made by Copperfield
     Apartments during 2001 or 2000. The balance of the note receivable consists
     of principal of $105,000 and accrued interest of $28,000 at December 31,
     2001.

     During 2001 and 2000, the Partnership made no additional investments in the
     Local Limited Partnerships. As of December 31, 2001, the net cumulative
     operating deficit funded by the Partnership to the Local Limited
     Partnerships was $3,249,000, which the Partnership has recorded as capital
     contributions. However, the Local Limited Partnerships have accounted for
     $2,213,000 of these investments as operating deficit advances and $898,000
     as capital contributions. The remaining $138,000 represents a purchase of
     interests in a Local Limited Partnership, which is not accounted for by the
     Local Limited Partnership.
</TABLE>


                                       21
<PAGE>


            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------


4.   INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued)
     -----------------------------------------------------

     The Cedar Lake Ltd. Local Limited Partnership, which owned Albany Landing
     Apartments, was foreclosed upon by the Department of Housing and Urban
     Development in July 2001. For financial reporting purposes, the
     Partnership's investment in this Local Limited Partnership had previously
     been written down to zero.

     The combined balance sheets of the Local Limited Partnerships are as
     follows (in thousands):

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                   --------------------------------------
                                                                          2001                 2000
                                                                   ------------------   -----------------
<S>                                                                <C>                  <C>
ASSETS

Real estate, at cost:
  Land                                                              $           633      $          788
  Buildings, net of accumulated depreciation of
  $11,132 and $12,605 in 2001 and 2000, respectively
                                                                              4,374               6,001
  Cash and cash equivalents                                                     300                 483
  Other assets, net of accumulated amortization of
  $488 and $823 in 2001 and 2000, respectively
                                                                                787                 772
                                                                    ----------------     --------------

  Total Assets                                                      $         6,094      $        8,044
                                                                    ================     ==============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
  Notes payable                                                     $           336                 336
  Mortgage notes payable                                                     12,089              15,062
  Accounts payable and accrued expenses                                         431                 480
                                                                    ----------------     --------------

  Total Liabilities                                                          12,856              15,878
                                                                    ----------------     --------------

Partners' Deficit:
  Winthrop Residential Associates I                                          (4,579)             (5,786)
  Other partners                                                             (2,165)             (2,048)
                                                                    ----------------     --------------

                                                                             (6,762)             (7,834)
                                                                    ----------------     --------------

Total Liabilities and Partners' Deficit                             $         6,094      $        8,044
                                                                    ================     ==============
</TABLE>


                                       22
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------


4.    INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued)
      -----------------------------------------------------

The combined statements of operations of the Local Limited Partnerships are as
follows (in thousands):


<TABLE>
<CAPTION>
                                                                                 YEARS ENDED DECEMBER 31,
                                                                     -------------------------------------------------
                                                                              2001                       2000
                                                                     --------------------    -------------------------
<S>                                                                  <C>                     <C>
Income:

     Rental income                                                   $             3,285     $                  3,623
     Other income                                                                    320                          444
                                                                     --------------------    -------------------------

         Total income                                                              3,605                        4,067
                                                                     --------------------    -------------------------


Expenses:

     Interest                                                                        904                          923
     Depreciation and amortization                                                   622                          769
     Taxes and insurance                                                             372                          355
     Other operating expenses                                                      2,065                        2,374
                                                                     --------------------    ------------------------


         Total expenses                                                            3,963                        4,421
                                                                     --------------------    ------------------------


Net loss                                                             $              (358)    $                   (354)
                                                                     ===================     ========================


Net loss allocated to
 Winthrop Residential Associates I                                   $              (272)    $                   (231)
                                                                     ===================     ========================


Net loss allocated to other partners                                 $               (86)    $                   (123)
                                                                     ===================     ========================
</TABLE>




                                       23






<PAGE>




            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                     --------------------------------------





5.   TAXABLE INCOME (LOSS)
     ---------------------

     The Partnership's taxable income (loss) differs from the net loss for
     financial reporting purposes, as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                        2001                       2000
                                                                                 ------------------        -------------------
<S>                                                                              <C>                       <C>

      Net loss for financial reporting purposes                                  $            (199)         $             (63)

            Differences in equity in Local Limited Partnerships'
            income/loss for financial  reporting and tax reporting
            purposes                                                                         2,674                        130
            Income from Local Limited Partnerships
            cash distributions                                                                   -                        (68)
                                                                                 ------------------        ------------------

      Taxable income (loss)                                                      $           2,475         $               (1)
                                                                                 ==================        ==================
</TABLE>
















                                       24


<PAGE>




Item 8.  Changes in and Disagreements on Accounting and Financial Disclosure.
------   -------------------------------------------------------------------


         There were no disagreements with Imowitz Koenig & Co., LLP regarding
the 2001 or 2000 audits of the Partnership's financial statements.













                                       25
<PAGE>


                                    PART III
                                    --------

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act.
------   -----------------------------------------------------------------------


         The Partnership has no officers or directors. One Winthrop Properties,
Inc., the managing general partner of the Partnership (the "Managing General
Partner"), manages and controls substantially all of the Partnership's affairs
and has general responsibility and ultimate authority in all matters affecting
its business. As of March 1, 2002, the names of the directors and executive
officers of the Managing General Partner and the position held by each of them,
are as follows:

<TABLE>
<CAPTION>
                                                                                        Has Served as a Director or
Name                                Position Held with the Managing General Partner             Officer Since
----                                -----------------------------------------------     ---------------------------
<S>                               <C>                                                   <C>
Michael L. Ashner                 Chief Executive Officer and Director                              1-96

Thomas C. Staples                 Chief Financial Officer                                           1-99

Peter Braverman                   Executive Vice President and Director                             1-96

Carolyn Tiffany                   Chief Operating Officer and Clerk                                 10-95
</TABLE>

         Michael L. Ashner, age 50, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") and the Managing
General Partner since January 15, 1996. From June 1994 until January 1996, Mr.
Ashner was a Director, President and Co-chairman of National Property Investors,
Inc., a real estate investment company ("NPI"). Mr. Ashner was also a Director
and executive officer of NPI Property Management Corporation ("NPI Management")
from April 1984 until January 1996. In addition, since 1981 Mr. Ashner has been
President of Exeter Capital Corporation, a firm which has organized and
administered real estate limited partnerships. Mr. Ashner currently serves as a
director of Nexthealth Corp., Great Bay Hotel and Casino Inc., Burnham Pacific
Properties, Inc. and NBTY, Inc.

         Thomas C. Staples, age 46, has been the Chief Financial Officer of WFA
since January 1, 1999. From March 1996 through December 1998, Mr. Staples was
Vice President/Corporate Controller of WFA. From May 1994 through February 1996,
Mr. Staples was the Controller of the Residential Division of Winthrop
Management.

         Peter Braverman, age 50, has been a Vice President of WFA and the
Managing General Partner since January 1996. From June 1995 until January 1996,
Mr. Braverman was a Vice President of NPI and NPI Management. From June 1991
until March 1994, Mr. Braverman was President of the Braverman Group, a firm
specializing in management consulting for the real estate and construction
industries.

         Carolyn Tiffany, age 34, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and


                                       26


<PAGE>



asset management departments. Ms. Tiffany was a Vice President in the asset
management and investor relations departments of WFA from October 1995 to
December 1997, at which time she became the Chief Operating Officer of WFA.

         One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered pursuant
to Section 12(g) of the Securities and Exchange Act of 1934, or are subject to
the reporting requirements of Section 15(d) of such Act: Winthrop Partners 79
Limited Partnership; Winthrop Partners 80 Limited Partnership; Winthrop
Residential Associates II, A Limited Partnership; Winthrop Residential
Associates III, A Limited Partnership; 1999 Broadway Associates Limited
Partnership; Nantucket Island Associates Limited Partnership; Presidential
Associates I Limited Partnership; Riverside Park Associates Limited Partnership;
Springhill Lake Investors Limited Partnership; Twelve AMH Associates Limited
Partnership; Winthrop California Investors Limited Partnership; Winthrop Growth
Investors I Limited Partnership; and Fairfield Inn by Marriott Limited
Partnership.

         In addition, each of the foregoing officers and directors hold similar
positions with Newkirk MLP Corp., GFB-AS Manager Corp. and AP-PCC III, L.P.,
entities that through one or more subsidiaries manage over 200 limited
partnerships that hold title to real property including, commercial properties,
residential properties and assisted living facilities.

         Except as indicated above, neither the Partnership nor the Managing
General Partner has any significant employees within the meaning of Item 401(b)
of Regulation S-B. There are no family relationships among the officers and
directors of the Managing General Partner.

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Partnership under Rule 16a-3(e) during the Partnership's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Partnership with respect to its most recent fiscal year, the Partnership is not
aware of any director, officer or beneficial owner of more than ten percent of
the units of limited partnership interest in the Partnership that failed to file
on a timely basis, as disclosed in the above Forms, reports required by section
16(a) of the Exchange Act during the most recent fiscal year or prior fiscal
years.

         Effective December 16, 1997, the Managing General Partner and certain
of its affiliates entered into an agreement with Coordinated Services of
Valdosta, LLC ("Coordinated Services") to provide for the daily asset and
property management services and investor services for the Partnership. See
"Item 11, Security Ownership of Certain Beneficial Owners and Management."
Coordinated Services of Valdosta LLC is a Georgia limited liability corporation
with headquarters in Valdosta, Georgia. Founded in 1997, its managing member is
Investor Service Group, Inc., a Georgia Corporation. The principals of Investor
Service Group are Mary T. Johnson and James L. Dewar, Jr.

         Mary T. Johnson is the Manager of Coordinated Services. Ms. Johnson is
also Executive Vice President of Dewar Realty, Inc. and Dewar Properties, Inc.
Ms. Johnson is a graduate of Valdosta State University and is a licensed Georgia
Real Estate Broker. Ms. Johnson has over 20




                                       27




<PAGE>



years of experience in property management, asset management, investor services,
and development of apartment and assisted living properties. Ms. Johnson is
currently responsible for the asset management of over 150 investor partnerships
and property management of over 50 apartment communities.

         James L. Dewar, Jr. is the founder of Dewar Realty, Inc. and Dewar
Properties, Inc. Mr. Dewar is a graduate of the University of Georgia and is a
licensed Georgia Real Estate Broker. Mr. Dewar has 32 years experience in real
estate construction, property management and development of apartment and
assisted living properties. Mr. Dewar has produced over $100 million in
conventional and government funded family and elderly apartment communities.

Item 10. Executive Compensation.
-------  ----------------------

         The Partnership is not required to and did not pay any compensation to
the officers or directors of the Managing General Partner. The Managing General
Partner does not presently pay any compensation to any of its officers or
directors. (See Item 12, "Certain Relationships and Related Transactions.")

Item 11. Security Ownership of Certain Beneficial Owners and Management.
-------  --------------------------------------------------------------

         (a)      Security ownership of certain beneficial owners.
                  -----------------------------------------------

         The General Partners own the entire general partnership interest. No
person or group is known by the Partnership to be the beneficial owner of more
than 5% of the outstanding Units at March 1, 2002. Under the Partnership
Agreement, the voting rights of the Limited Partners are limited and, in some
circumstances, are subject to the prior receipt of certain opinions of counsel
or judicial decisions.

         Under the Partnership Agreement, the right to manage the business of
the Partnership is vested in the General Partners and is generally to be
exercised only by the Managing General Partner, although approval of the other
General Partner, Linnaeus, is required as to all investments in Local Limited
Partnerships and in connection with any votes or consents arising out of the
ownership of a Local Limited Partnership interest.

         (b)      Security ownership of management.
                  --------------------------------

         None of the officers, directors or general partners of the General
Partner or their respective officers, directors or general partners owned any
Units at March 1, 2002 in individual capacities; however, a wholly-owned
subsidiary of First Winthrop owns 100 Units and Winthrop Financial Associates, A
Limited Partnership owns 5 Units (.60% in the aggregate).


                                       28

<PAGE>



         (c)      Changes in control.
                  ------------------

                  There exists no arrangement known to the Partnership the
operation of which may at a subsequent date result in a change in control of the
Partnership. On December 16, 1997, the Managing General Partner and certain of
its affiliates entered into a Services Agreement with Coordinated Services
pursuant to which Coordinated Services was retained to provide asset management
and investor services to the Partnership and certain affiliated partnerships. As
a result of this agreement, Coordinated Services has the right to direct the day
to day affairs of the Partnership, including, without limitation, reviewing and
analyzing potential sale, refinancing or restructuring proposals by Local
Limited Partnerships, preparation of all Partnership reports, maintaining
Partnership records and maintaining bank accounts of the Partnership.
Coordinated Services is not permitted, however, without the consent of the
Managing General Partner, or as otherwise required under the terms of the
Partnership's Agreement of Limited Partnership (the "Partnership Agreement") to,
among other things cause the Partnership to consent to a sale of an asset or
cause the Partnership to file for bankruptcy. As compensation for providing
these services, the Managing General Partner and its affiliates assigned to
Coordinated Services all of their right to receive fees from the Partnership as
provided in the Partnership Agreement.

Item 12. Certain Relationships and Related Transactions.
-------  ----------------------------------------------

         Under the Partnership Agreement, the General Partners and their
affiliates are entitled to receive various fees, commissions, cash
distributions, allocations of taxable income or loss and expense reimbursements
from the Partnership. There were no fees, commissions or cash distributions
which the Partnership paid to or accrued for the account of the General Partners
and their affiliates for the years ended December 31, 2001 and 2000.

Item 13. Exhibits and Reports on Form 8-K.
         --------------------------------

(a)      Exhibits:

                  The Exhibits listed on the accompanying Index to Exhibits are
filed as part of this Annual Report and incorporated in this Annual Report as
set forth in said Index.

(b)      Reports on Form 8-K - None


                                       29

<PAGE>


                                   SIGNATURES
                                   ----------


       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized as this 28th day of
March, 2002.

                                     WINTHROP RESIDENTIAL ASSOCIATES I,
                                     A LIMITED PARTNERSHIP

                                     By:      One Winthrop Properties, Inc.
                                              Managing General Partner


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

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature/Name                                     Title                                         Date
--------------                                     -----                                         ----
<S>                                         <C>                                         <C>
/s/ Michael L. Ashner                       Chief Executive Officer                     March 28, 2002
---------------------                        and Director
Michael L. Ashner

/s/ Thomas Staples                           Chief Financial Officer                    March 28, 2002
--------------------
Thomas Staples
</TABLE>


                                       30

<PAGE>



                                                  INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit                                                                                          Page
-------                                                                                          ----
<S>                                                                                              <C>
3.       Agreement and Certificate of Limited Partnership of Winthrop
         Residential Associates I, A Limited Partnership, dated as of June 23,
         1983 (incorporated herein by reference to the Partnership's Annual
         Report on Form 10-K filed March 30, 1984, File No. 0-10272).

4.       Agreement and Certificate of Limited Partnership of Winthrop
         Residential Associates I, A Limited Partnership, dated as of June 23,
         1983 (incorporated herein by reference to Exhibit 3 hereto).

10.1     Agreement between Winthrop Residential Associates I, A Limited
         Partnership and The Artery Organization, Inc. (incorporated herein by
         reference to the Registrant's Registration Statement on Form S-11, File
         No. 2-70828)

10.2     Services Agreement, dated December 16, 1997, by and between First
         Winthrop Corporation, Winthrop Financial Co., Inc., WFC Realty Co.,
         Inc., WFC Realty Saugus, Inc., Winthrop Properties, Inc., Winthrop
         Metro Equities Corporation, Winthrop Lisbon Realty, Inc. and Northwood
         Realty Co., Inc. and Coordinated Services of Valdosta, LLC.
         (incorporated by reference to the Registrant's Annual Report on Form
         10KSB for the year ended December 31, 1997).

99.      Supplementary information required pursuant to Section 9.4 of                              32
         the Partnership Agreement.
</TABLE>










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