<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, 2003             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's revenues for its most recent fiscal year were $9,000.

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>



         Certain matters discussed herein are forward-looking statements. We
have based these forward-looking statements on our current expectations and
projections about future events. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should,"
"estimates," or "anticipates," or the negative thereof or other variations
thereof or comparable terminology. All forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our actual
transactions, results, performance or achievements to be materially different
from any future transactions, results, performance or achievements expressed or
implied by such forward- looking statements. Although we believe the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that our expectations will be
attained or that any deviations will not be material. We disclaim any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this annual report on Form 10-KSB to
reflect any change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.


                                     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

                                       2
<PAGE>

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. At December 31, 2003, the
Partnership retained an interest in three Local Limited Partnerships.

         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 interest in Copperfield Apartments and in July
2002 this property was again sold (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

         Copperfield Apartments. The Partnership sold a portion of its interest
in First Investment Limited Partnership 1 ("First Investment"), the local
limited partnership which owned Copperfield Apartments, to the general partner
of First Investment. The Partnership owned a 50% interest in First Investment.
The sales price of $175,000 was paid with a promissory note which was scheduled
to mature on December 31, 2008, and was secured by the purchaser's interest in
First Investment (the "Copperfield Note"). The Copperfield Note accrued interest
at 8% per annum. As specified in the Copperfield Note, one half of the general
partner's future distributions from First Investment were required to be applied
to the Copperfield 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 Copperfield 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.

         In July 2002, Copperfield Apartments sold the property. The Partnership
received proceeds from the property sale of $575,000 and recorded a gain from
the property sale, for financial reporting purposes, of $575,000. In addition,
the Copperfield Note, which had an outstanding principal balance of $105,000
plus $28,000 of accrued interest, was satisfied.

                                       3
<PAGE>

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 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



                                       4
<PAGE>

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 three Local Limited Partnerships in which the
Partnership has retained an interest and which continue to own apartment
properties as of March 1, 2004:

<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

</TABLE>

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

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
                               Balance at        Interest          Period           Maturity          Due at
Property                   December 31, 2003       Rate           Amortized           Date           Maturity
--------                   -----------------     --------         ---------         --------         --------
<S>                            <C>                 <C>            <C>                  <C>             <C>
Lynnwood                       $3,904,000          6.74%          20 years          7/1/2019            (1)
Stonegate                      $4,337,000          7.5%           40 years         12/1/2022            (1)
College Green                  $2,512,000          7.5%           40 years          3/1/2023            (1)

</TABLE>

(1)      Self-amortizing loan.

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

      Local Limited Partnership                          Ownership Interest
      -------------------------                          ------------------
      Lynndale Apartments, Ltd.                                     50%
      Stonegate Apartments Limited Partnership                      93%
      College Green Limited Partnership                             95%

         As of March 1, 2004, 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.



                                       5
<PAGE>

         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:

                                                               Average Monthly
                                    Average Monthly                Rental
                                     Occupancy Rate             Rate per Unit
                                   ------------------         -----------------
Property                           2003          2002         2003         2002
--------                           ----          ----         ----         ----
Lynnwood Park                       92%           87%         $501         $599
Stonegate                           88%           90%         $579         $569
College Green                       89%           86%         $527         $527


         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, 2003 (in thousands):

<TABLE>
<CAPTION>
                        Gross                                                           Federal
                       Carrying         Accumulated                                       Tax
Property                Value           Depreciation        Rate           Method        Basis
--------               --------         ------------        ----           ------       -------
<S>                     <C>                <C>               <C>            <C>           <C>
Lynnwood Park           $4,439             $3,736            5-25 yrs.      S/L          $189
Stonegate               $4,802             $4,093            5-25 yrs.      S/L          $197
College Green           $3,684             $2,985           10-25 yrs.      S/L          $162
</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, 2004, there were 2,657 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 2003 or 2002. The Partnership recorded a distribution in
2003 of $24,000 the proceeds of which were used primarily to pay withholding
taxes to the State of South Carolina.

         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, 2003, the Partnership retained an equity interest in
three Local Limited Partnerships, each of which owns one apartment complex. One
property is located in Michigan and two properties are located in North
Carolina.

         The level of liquidity based on cash and cash equivalents experienced a
$136,000 decrease for the year ended December 31, 2003, as compared to December
31, 2002. The Partnership's $116,000 of net cash used in operating activities
and $24,000 of distributions to partners (financing activity) was partially
offset by $4,000 of distributions received from a Local Limited Partnership
(investing activity). At December 31, 2003, the Partnership had $462,000 in cash
and cash equivalents which have 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 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 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

                                       8
<PAGE>

Partnership, would share these consequences in proportion to its ownership
interest in the Local Limited Partnership.

         None of the recently issued accounting standards had any effect on the
Partnership's financial statements.

Results of Operations

         The Partnership's net loss was $114,000 for the year ended December 31,
2003, as compared to net income of $424,000 for the year ended December 31,
2002. The decrease was the result of a decrease in income of $533,000 and an
increase in expenses of $5,000.

         Income decreased due to a $33,000 decrease in cash distributions
received from Local Limited Partnerships, a decrease in interest income of
$9,000 and a decrease in other income of $22,000. Income also decreased due to a
gain from a Local Limited Partnership property sale of $575,000 during the year
ended December 31, 2002. The Partnership did not have a comparable gain from a
Local Limited Partnership property sale during the year ended December 31, 2003.
These decreases were partially offset by a loss from a Local Limited Partnership
in the amount of $106,000 which was recorded for the year ended December 31,
2002. The Partnership did not incur a comparable loss from a Local Limited
Partnership for the year ended December 31, 2003. Expenses increased due to an
increase in various general and administrative expenses of $25,000 which were
substantially offset by a decrease in interest expense of $16,000 and a decrease
in management fees of $4,000.

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.


                                       9
<PAGE>



ITEM 7.  FINANCIAL STATEMENTS



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 and 2002


                                      INDEX




                                                                            Page
                                                                            ----
Independent Auditors' Report.................................................11

Financial Statements:

Balance Sheets as of December 31, 2003 and 2002..............................12

Statements of Operations for the Years Ended
     December 31, 2003 and 2002..............................................13

Statements of Partners' Capital for the Years Ended
     December 31, 2003 and 2002..............................................14

Statements of Cash Flows for the Years Ended
     December 31, 2003 and 2002..............................................15

Notes to Financial Statements................................................16



                                       10
<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, 2003 and 2002, 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 and were written down to zero (see Note
1). 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, 2003 and 2002, 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
February 27, 2004



                                       11
<PAGE>



            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                                 BALANCE SHEETS
                        (In Thousands, Except Unit Data)


<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                          ----------------------
                                                            2003          2002
                                                          -------       --------
<S>                                                       <C>           <C>
ASSETS
Cash and cash equivalents                                 $   462       $    598
                                                          -------       --------
       Total Assets                                       $   462       $    598
                                                          =======       ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued expenses                                          $    13       $     11
                                                          -------       --------
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                                      1,544          1,676
General Partners' deficit                                  (1,095)        (1,089)
                                                          -------       --------
       Total Partners' Capital                                449            587
                                                          -------       --------
       Total Liabilities and Partners' Capital            $   462       $    598
                                                          =======       ========
</TABLE>

                       See notes to financial statements.

                                       12
<PAGE>


            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
                        (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                                      YEARS ENDED DECEMBER 31,
                                                                -----------------------------------
                                                                   2003                     2002
                                                                ---------                ----------
<S>                                                             <C>                      <C>
Income:
Income from Local Limited Partnership cash distributions        $       4                $       37
Gain from Local Limited Partnership property sale                       -                       575
Equity in loss of Local Limited Partnership                             -                      (106)
Interest                                                                5                        14
Other income                                                            -                        22
                                                                ---------                ----------
       Total Income                                                     9                       542
                                                                ---------                ----------
Expenses:
Interest                                                                -                        16
Management fees                                                         -                         4
General and administrative                                            123                        98
                                                                ---------                ----------
       Total Expenses                                                 123                       118
                                                                ---------                ----------
Net (Loss) Income                                               $    (114)               $      424
                                                                =========                ==========
Net (Loss) Income allocated to General Partners                 $      (6)               $       21
                                                                =========                ==========
Net (Loss) Income allocated to Limited Partners                 $    (108)               $      403
                                                                =========                ==========
Net (Loss) Income per Unit of Limited Partnership Interest      $   (4.22)               $    15.75
                                                                =========                ==========
Distributions per Unit of Limited  Partnership Interest         $    0.94                $        -
                                                                =========                ==========
</TABLE>


                       See notes to financial statements.

                                       13
<PAGE>


            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                         STATEMENTS OF PARTNERS' CAPITAL
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                        (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, 2002                    25,595    $         (1,110)    $          1,273     $            163
     Net Income                                   -                  21                  403                  424
                                   -----------------   -----------------    -----------------    -----------------

Balance - December 31, 2002                  25,595              (1,089)               1,676                  587
     Net Loss                                     -                  (6)                (108)                (114)
     Distributions                                -                   -                  (24)                 (24)
                                   -----------------   -----------------    -----------------    -----------------
Balance - December 31, 2003                  25,595    $         (1,095)    $          1,544     $            449
                                   =================   =================    =================    =================

</TABLE>


                       See notes to financial statements.

                                       14
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                          -------------------------------------------
                                                                                  2003                   2002
                                                                          -------------------    --------------------
<S>                                                                       <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                                         $             (114)    $               424
Adjustments to reconcile net (loss) income to net cash used in
  operating activities:
       Income from Local Limited Partnership cash distributions                           (4)                    (37)
       Gain from Local Limited Partnership property sale                                   -                    (575)
       Equity in loss of Local Limited Partnership                                         -                     106
Changes in assets and liabilities:
       Decrease in accrued interest receivable                                             -                      28
       Increase (decrease) in accrued expenses                                             2                      (1)
       Decrease in accrued interest payable                                                -                    (116)
                                                                          -------------------    --------------------
       Net cash used in operating activities                                            (116)                   (171)
                                                                          -------------------    --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:

       Proceeds from Local Limited Partnership property sale                               -                     575
       Distributions received from Local Limited Partnerships                              4                      37
                                                                          -------------------    --------------------
       Cash provided by investing activities                                               4                     612
                                                                          -------------------    --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:

       Distributions to partners                                                         (24)                      -
       Proceeds from note receivable                                                       -                     105
       Repayment of loan payable - affiliate                                               -                    (289)
                                                                          -------------------    --------------------
       Net cash used in financing activities                                             (24)                   (184)
                                                                          -------------------    --------------------
       Net (decrease) increase in cash and cash equivalents                             (136)                    257

Cash and cash equivalents, Beginning of Year                                             598                     341
                                                                          -------------------    --------------------
Cash and cash equivalents, End of Year                                    $              462     $               598
                                                                          ===================    ====================
Supplemental Disclosure of Cash Flow Information
       Cash paid for interest                                             $                -     $               132
                                                                          ===================    ====================
</TABLE>


                       See notes to financial statements.


                                       15
<PAGE>


            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

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,
     2003, the Partnership has investments in three Local Limited Partnerships,
     each of which owns one apartment complex. One property is located in
     Michigan and two properties are located in North 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, 2003 and
     2002 there were 25,595 limited partnership units issued and outstanding.

     The "Managing General Partner" of the Partnership is One Winthrop
     Properties, Inc.

     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. 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.



                                       16
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

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

     Net Income (Loss) Per Limited Partnership Unit

     Net income (loss) per limited partnership unit is computed by dividing net
     income (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

     In January 2003, the Financial Accounting Standards Board ("FASB") issued
     Interpretation No. 46, "Consolidation of Variable Interest Entities." This
     interpretation clarifies the application of existing accounting
     pronouncements to certain entities in which equity investors do not have
     the characteristics of a controlling financial interest or do not have
     sufficient equity at risk for the entity to finance its activities without
     additional subordinated financial support from other parties. In December
     2003, the FASB issued a revision to Interpretation No. 46 ("46R") to
     clarify some of the provisions of Interpretation No. 46, and to exempt
     certain entities from its requirements. The provisions of the
     interpretation need to be applied no later than December 31, 2004, except
     for entities that are considered to be special-purpose entities which need
     to be applied as of December 31, 2003. This interpretation had no effect on
     the Partnership's financial statements.



                                       17
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

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

     Recently Issued Accounting Standards (Continued)

     In May 2003, the FASB issued Statement of Financial Accounting Standards
     ("SFAS") No. 150, "Accounting for Certain Financial Instruments with
     Characteristics of both Liabilities and Equity." The statement improves the
     accounting for certain financial instruments that under previous guidance,
     issuers could account for as equity. The new statement requires that those
     instruments be classified as liabilities in statements of financial
     position. SFAS No. 150 affects the issuer's accounting for three types of
     freestanding financial instruments. One type is mandatorily redeemable
     shares, which the issuing company is obligated to buy back in exchange for
     cash or other assets. A second type, which includes put options and forward
     purchase contracts, involves instruments that do or may require the issuer
     to buy back some of its shares in exchange for cash or other assets. The
     third type of instruments that are liabilities under this statement is
     obligations that can be settled with shares, the monetary value of which is
     fixed, tied solely or predominantly to a variable such as a market index,
     or varies inversely with the value of the issuers' shares. SFAS No. 150
     does not apply to features embedded in a financial instrument that is not a
     derivative in its entirety. In addition to its requirements for the
     classification and measurement of financial instruments in its scope, SFAS
     No. 150 also requires disclosures about alternative ways of settling the
     instruments and the capital structure of entities, all of whose shares are
     mandatorily redeemable. Most of the guidance in SFAS No. 150 is effective
     for all financial instruments entered into or modified after May 31, 2003,
     and otherwise is effective at the beginning of the first interim period
     beginning after June 15, 2003. This statement had no 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 (i) a sale or refinancing; and (ii) cash available for
     distribution from operations, are 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. The general partner, however, 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.


                                       18
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

3.   TRANSACTIONS WITH RELATED PARTIES

     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 $4,000 for the year
     ended December 31, 2002. There were no management fees earned for the year
     ended December 31, 2003.

4.   INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

     In July 2002, the Local Limited Partnership, First Investment Limited
     Partnership - I, which owned the Copperfield Apartments, sold its property.
     The Partnership received proceeds from the property sale of $575,000 and
     recorded a gain from the property sale, for financial reporting purposes,
     of $575,000. In addition, the Partnership had a note receivable due from
     the general partner of this Local Limited Partnership in the principal
     amount of $105,000 plus $28,000 of accrued interest which was repaid to the
     Partnership when the property was sold.




                                       19
<PAGE>


            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)

4.   INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued)

     As of December 31, 2003, the Partnership has Limited Partnership equity
     interests in three 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%
</TABLE>


     The above Local Limited Partnerships have outstanding mortgages totaling
     $10,752,000, which are secured by the Local Limited Partnerships' real
     property, security interests, liens and endorsements common to first
     mortgage loans.

     During 2003 and 2002, the Partnership made no additional investments in the
     Local Limited Partnerships. As of December 31, 2003, 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.



                                       20
<PAGE>


            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)


4.   INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued)

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

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                             ---------------------------------------
                                                                  2003                   2002
                                                             -----------------       ---------------
<S>                                                           <C>                    <C>
  ASSETS

  Real estate, at cost:
     Land                                                     $           440        $           440
     Buildings, net of accumulated depreciation
        of $10,813 and $10,346 in 2003
        and 2002, respectively                                          1,672                  2,139
     Cash and cash equivalents                                            136                    157
     Other assets and deferred costs, net of
        accumulated amortization of $523 and
        $508 in 2003 and 2002, respectively                               523                    598
                                                              ---------------        ---------------
     Total Assets                                             $         2,771        $         3,334
                                                              ===============        ===============
  LIABILITIES AND PARTNERS' CAPITAL

  Liabilities:
     Notes payable                                            $           336        $           336
     Mortgage notes payable                                            10,752                 11,042
     Accounts payable and accrued expenses                                424                    406
                                                              ---------------        ---------------
     Total Liabilities                                                 11,512                 11,784
                                                              ---------------        ---------------
  Partners' Deficit:
     Winthrop Residential Associates I                                 (5,781)                (5,550)
     Other partners                                                    (2,960)                (2,900)
                                                              ----------------       ----------------
                                                                       (8,741)                (8,450)
                                                              ----------------       ----------------
  Total Liabilities and Partners' Deficit                     $         2,771        $         3,334
                                                              ===============        ===============

</TABLE>



                                       21
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)


4.   INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued)

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

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                --------------------------------------
                                                                      2003                    2002
                                                                ----------------       ---------------
<S>                                                             <C>                    <C>
  Income:
     Rental income                                              $          2,601       $         2,349
     Other income                                                             85                   275
                                                                ----------------       ---------------
        Total income                                                       2,686                 2,624
                                                                ----------------       ---------------
  Expenses:
     Interest                                                                791                   846
     Depreciation and amortization                                           482                   480
     Taxes and insurance                                                     387                   329
     Other operating expenses                                              1,317                 1,677
                                                                ----------------       ---------------
        Total expenses                                                     2,977                 3,332
                                                                ----------------       ---------------
  Loss from continuing operations                                           (291)                 (708)
                                                                -----------------      ----------------
  Discontinued operations:
  Loss from operations of sold property                                        -                  (394)
  Gain on sale of property                                                     -                   662
                                                                ----------------       ---------------
  Income from discontinued operations                                          -                   268
                                                                ----------------       ---------------
  Net loss                                                      $           (291)      $          (440)
                                                                =================      ================
  Loss from continuing operations allocated to Winthrop         $           (231)      $          (463)
  Income from discontinued operations
     allocated to Winthrop                                                     -                   134
                                                                ----------------       ---------------
  Net loss allocated to Winthrop Residential Associates I       $           (231)      $          (329)
                                                                =================      ================
  Loss from continuing operations allocated to
     other partners                                             $            (60)      $          (245)
  Income from discontinued operations allocated to
     other partners                                                            -                   134
                                                                ----------------       ---------------
  Net loss allocated to other partners                          $            (60)      $          (111)
                                                                =================      ================
</TABLE>


                                       22
<PAGE>


            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
                                   (Continued)


5.   TAXABLE INCOME (LOSS)

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

<TABLE>
<CAPTION>
                                                                        2003              2002
                                                                    --------------   -------------
<S>                                                                 <C>              <C>
   Net (loss) income for financial reporting purposes               $        (114)   $        424

         Gain from Local Limited Partnership property sale                    -              (432)

         Differences in equity in Local Limited Partnerships'
         income/loss for financial reporting and tax reporting
         purposes                                                             123            (201)

         Income from Local Limited Partnerships
          cash distributions                                                   (4)            (37)
                                                                    --------------   -------------
   Taxable income (loss)                                            $           5    $       (246)
                                                                    ==============   =============
</TABLE>



                                       23
<PAGE>

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

         There were no disagreements with Imowitz Koenig & Co., LLP regarding
the 2003 or 2002 audits of the Partnership's financial statements.

Item 8A. Controls and Procedures.

         As of the end of the period covered by this annual report on Form
10-KSB, an evaluation was carried out under the supervision and with the
participation of the General Partner's management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the Registrant's
disclosure controls and procedures (as such term is defined in Rule 13a-15 (e)
under the Securities Exchange Act of 1934). Based on that evaluation, the
General Partner's Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, the Registrant's disclosure
controls and procedures were effective as of the end of the period covered by
this report. In addition, no change in our internal control over financial
reporting (as defined in Rule 13a- 15 (f) under the Securities Exchange Act of
1934) occurred during the fourth quarter of our fiscal year ended December 31,
2003 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

         However, the principal executive officer and principal financial
officer rely on the audited financial statements of the Local Limited
Partnerships in completing their evaluation of the Partnership's disclosure
controls and procedures (as defined in Exchange Act Rules 13a - 14(c). In
connection with this evaluation, the principal executive officer and principal
financial officer request that the general partners of the Local Limited
Partnerships provide the Partnership with a Certification in substantially the
form of the Certifications required as part of this report.



                                       24
<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, 2004, 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>
                                  Position Held with the                    Has Served as a Director or
Name                             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>

         Mr. Ashner, age 51, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership and its affiliates ("WFA"), since
January 1996. Mr. Ashner is also the Chief Executive Officer of Newkirk MLP
Corp., the manager of the general partner of The Newkirk Master Limited
Partnership ("Newkirk") as well as the Chief Executive Officer of each of
Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and Shelbourne
Properties III, Inc., three separate publicly traded real estate investment
trusts listed on the American Stock Exchange and that are currently liquidating,
and First Union Real Estate Equity and Mortgage Investments ("First Union"), a
real estate investment trust listed on the New York Stock Exchange. Since August
2001, Mr. Ashner has also served as Chief Executive Officer of AP-Fairfield GP,
LLC, the general partner of Fairfield Inn By Marriott Limited Partnership, an
entity that owns and operates 46 Fairfield Inns. Mr. Ashner also currently
serves on the Boards of Directors of the following publicly traded companies:
Greate Bay Hotel and Casino Inc., a hotel and casino operator, Shelbourne
Properties I, Inc., Shelbourne Properties II, Inc. and NBTY Inc., a
manufacturer, marketer and retailer of nutritional supplements.

         Mr. Braverman, age 52, has been the Executive Vice President of WFA
since January 1996. Mr. Braverman is also the Executive Vice President of
Newkirk as well as each of Shelbourne I, II, and III and First Union.. Mr.
Braverman has also served as the Executive Vice President of AP-Fairfield GP,
LLC since August 2001. Mr. Braverman also currently serves on the Board of
Director of each of Shelbourne Properties I, II and III.

         Ms. Tiffany, age 37, has been the Chief Operating Officer of WFA since
December 1997. Ms. Tiffany is also the Vice President, Treasurer, Secretary and
Chief Financial Officer of Shelbourne Properties I, II and III, and the Chief
Operating Officer and Secretary of Newkirk and



                                       25
<PAGE>

First Union. In addition, Ms. Tiffany is the Chief Operating Officer of
AP-Fairfield GP, LLC since August 2001.

         Mr. Staples, age 48, has been has been with WFA since 1995 and has
served as its Chief Financial Officer since January 1999. Mr. Staples also
serves as the Chief Financial Officer of First Union and Newkirk and is the
Assistant Treasurer of Shelbourne Properties I, II and III. He also serves as
Chief Financial Officer and Treasurer of AP-Fairfield GP, LLC. Mr. Staples is a
certified public accountant.

         One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of a number of 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.

         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 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



                                       26
<PAGE>

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, 2004. 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, 2004 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).

         (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



                                       27
<PAGE>

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, 2003 and 2002.

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


Item 14. Principal Accounting Fees and Services

The Managing General Partner has reappointed Imowitz, Koenig & Co., LLP as
independent auditors to audit the financial statements of the Partnership for
2004.

         Audit Fees. Imowitz, Koenig & Co., LLP billed the Partnership for audit
fees of approximately $19,000 and $16,000 for the years ended December 31, 2003
and 2002, respectively.

         Audit Related Fees. Imowitz, Koenig & Co., LLP did not provide any
audit related fees services to the Partnership for the years ended December 31,
2003 and 2002.

         Tax Fees. Imowitz, Koenig & Co., LLP billed the Partnership for tax
services of approximately $15,000 and $13,000 for the years ended December 31,
2003 and 2002, respectively.

         Other Fees. Imowitz, Koenig & Co., LLP did not provide any other
services to the Partnership for which the Partnership was billed during the
years ended December 31, 2003 and 2002.



                                       28
<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 29th day of
March, 2004.

                                              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.


Signature/Name                       Title                             Date
--------------                       -----                             ----

/s/ Michael L. Ashner         Chief Executive Officer         March 29, 2004
---------------------         and Director
Michael L. Ashner


/s/ Thomas Staples            Chief Financial Officer         March 29, 2004
--------------------
Thomas Staples



                                       29
<PAGE>



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit                                                                                   Page
-------                                                                                   ----
<S>                                         <C>                                            <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).

31       Certifications Pursuant to Section 302 of the Sarbanes-Oxley                      31
         Act of 2002

32       Certification Pursuant to Section 906 of the Sarbanes-Oxley                       35
         Act of 2002.

99       Supplementary information required pursuant to Section 9.4 of the                 36
         Partnership Agreement.
</TABLE>


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