<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, 2002              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 $542,000.

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. 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
----------------

     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 owned Copperfield Apartments, to the general partner of First
Investment. The Partnership owns 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

                                       3
<PAGE>

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.

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

                                       4
<PAGE>

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 three Local Limited Partnerships in which the Partnership has
retained an interest and which continue to own apartment properties as of March
1, 2003:

<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 at                                                Balance
                   December 31,   Interest      Period         Maturity       Due at
Property               2002         Rate       Amortized         Date        Maturity
--------               ----         ----       ---------         ----        --------
<S>               <C>             <C>        <C>            <C>            <C>
Lynndale            $4,038,000      6.74%      20 years        7/1/2019         (1)
Stonegate           $4,436,000      7.5%       40 years       12/1/2022         (1)
College Green       $2,568,000      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                                         95%

                                       5
<PAGE>

     As of March 1, 2003, 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:

                                                      Average Monthly
                           Average Monthly                 Rental
                            Occupancy Rate             Rate per Unit
                          ------------------         ------------------
Property                  2002          2001         2002         2001
--------                  ----          ----         ----         ----

Lynnwood Park              87%           98%         $599         $569
Stonegate                  90%           93%         $569         $558
College Green              86%           95%         $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, 2002 (in thousands):

                     Gross                                            Federal
                    Carrying     Accumulated                            Tax
Property             Value       Depreciation      Rate      Method    Basis
--------             -----       ------------      ----      ------    -----

Lynnwood Park        $4,439         $3,575       5-25 yrs.    S/L      $195
Stonegate            $4,802         $3,921       5-25 yrs.    S/L      $199
College Green        $3,684         $2,851      10-25 yrs.    S/L      $178

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, 2003, there were 2,716 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 2002 or 2001.

     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

     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, 2002, 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.

     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. For tax reporting purposes, the Partnership will recognize a loss from the
sale and operations of this property of $91,000 ($3.38 per unit) of Limited
Partnership Interest.

     The level of liquidity based on cash and cash equivalents experienced a
$257,000 increase for the year ended December 31, 2002, as compared to December
31, 2001. The Partnership's $612,000 of cash provided by investing activities
was partially offset by $171,000 of net cash used in operating activities and
$184,000 of net cash used in financing activities. Cash provided by investing
activities consisted of $575,000 of proceeds from the property sold by the Local
Limited Partnership owning the Copperfield Apartments and $37,000 of
distributions received from a Local Limited Partnership. Cash used in financing
activities consisted of $289,000 for the repayment of a loan payable to an
affiliate which was partially offset by $105,000 of proceeds received from a
note receivable. At December 31, 2002, the Partnership had $598,000 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 loan payable to an affiliate of the managing general partner which bore
interest at prime plus 1% was 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 which was $420,000 was repaid during 2002 from the proceeds
received from the Local Limited Partnership property sale. The Partnership did
not make cash distributions to its partners during the years ended December 31,
2002 and 2001.

                                       8
<PAGE>

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

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

     The Partnership's net income was $424,000 for the year ended December 31,
2002, as compared to a net loss of $199,000 in 2001. The increase was the result
of an increase in income of $625,000 which was partially offset by an increase
in expenses of $2,000.

     Income increased due to a $575,000 gain from a Local Limited Partnership
property sale, $37,000 of cash distributions received from a Local Limited
Partnership and $22,000 in other income which were partially offset by an
increase in equity in loss of a Local Limited Partnership of $3,000 and a
decrease in interest income of $6,000. Expenses increased due to an increase in
management fees of $4,000 and general and administrative expenses of $3,000
which were partially offset by a decrease in interest expense of $5,000.

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

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("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 had no effect on
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 Accounting Principles Board ("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 Accounting Research Bulletin No. 51, "Consolidated
Financial Statements," to eliminate the exception to consolidation

                                       9
<PAGE>

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 generally
are to be applied prospectively. This statement had no effect on the
Partnership's financial statements.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical
Corrections," which updates, clarifies and simplifies existing accounting
pronouncements. In part, this statement rescinds SFAS No. 4, "Reporting Gains
and Losses from Extinguishment of Debt." FASB No. 145 will be effective for
fiscal years beginning after May 15, 2002. Upon adoption, enterprises must
reclassify prior period items that do not meet the extraordinary item
classification criteria in APB Opinion No. 30. The Partnership does not expect
that this statement will have a material effect on the Partnership's financial
statements.

     In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing or other exit or disposal activity. SFAS
No. 146 is effective prospectively for exit and disposal activities initiated
after December 31, 2002, with earlier adoption encouraged. The Partnership does
not expect that this statement will have a material effect on the Partnership's
financial statements.

     In November 2002, the FASB issued Interpretation No. 45, Guarantors'
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. The Interpretation elaborates on the
disclosures to be made by a guarantor in its financial statements about its
obligations under certain guarantees that it has issued. It also clarifies that
a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. This Interpretation does not prescribe a specific approach for
subsequently measuring the guarantor's recognized liability over the term of the
related guarantee. The disclosure provisions of this Interpretation are
effective for the Partnership's December 31, 2002 financial statements. The
initial recognition and initial measurement provisions of this Interpretation
are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. This Interpretation had no effect on the Partnership's
financial statements.

     In January 2003, the 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. The provisions of
the Interpretation will be immediately effective for all variable interests in
variable interest entities created after January 31, 2003, and the Partnership
will need to apply its provisions to any existing variable interests in variable
interest entities by no later than December 31, 2004. The Partnership does not
expect that this will have an impact on the Partnership's financial statements.

                                       10
<PAGE>

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.






                                       11
<PAGE>

ITEM 7. FINANCIAL STATEMENTS



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

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

                     YEARS ENDED DECEMBER 31, 2002 and 2001
                     --------------------------------------

                                      INDEX
                                      -----


                                                                            Page

Independent Auditors' Report................................................ 13

Financial Statements:

Balance Sheets as of December 31, 2002 and 2001............................. 14

Statements of Operations for the Years Ended
     December 31, 2002 and 2001............................................. 15

Statements of Partners' Capital for the Years Ended
     December 31, 2002 and 2001............................................. 16

Statements of Cash Flows for the Years Ended
     December 31, 2002 and 2001............................................. 17

Notes to Financial Statements............................................... 18





                                       12
<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, 2002 and 2001, 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, 2002 and 2001, 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 5, 2003


                                       13
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,
                                                           ------------------------------
                                                               2002              2001
                                                           ------------      ------------
<S>                                                        <C>               <C>
ASSETS

Cash and cash equivalents                                  $        598      $        341
Note receivable and accrued interest                               --                 133
Investment in Local Limited Partnership                            --                 106
                                                           ------------      ------------
       Total Assets                                        $        598      $        580
                                                           ============      ============
LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accrued expenses                                           $         11      $         12
Loan payable and accrued interest - affiliate                      --                 405
                                                           ------------      ------------

       Total Liabilities                                             11               417
                                                           ------------      ------------

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                                            1,676             1,273
General Partners' deficit                                        (1,089)           (1,110)
                                                           ------------      ------------

       Total Partners' Capital                                      587               163
                                                           ------------      ------------

       Total Liabilities and Partners' Capital             $        598      $        580
                                                           ============      ============
</TABLE>

                       See notes to financial statements.

                                       14
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                               YEARS ENDED DECEMBER 31,
                                                                      ----------------------------------------
                                                                           2002                    2001
                                                                      ----------------        ----------------
<S>                                                                   <C>                     <C>
Income (Loss):

Income from Local Limited Partnership cash distributions              $            37         $          --
Gain from Local Limited Partnership property sale                                 575                    --
Equity in loss of Local Limited Partnership                                      (106)                   (103)
Interest                                                                           14                      20
Other income                                                                       22                    --
                                                                      ----------------        ----------------

       Total Income (Loss)                                                        542                     (83)
                                                                      ----------------        ----------------

Expenses:

Interest                                                                           16                      21
Management fees                                                                     4                    --
General and administrative                                                         98                      95
                                                                      ----------------        ----------------

       Total Expenses                                                             118                     116
                                                                      ----------------        ----------------

Net Income (Loss)                                                     $           424         $          (199)
                                                                      ===============         ===============

Net Income (Loss) allocated to General Partners                       $            21         $           (10)
                                                                      ===============         ===============

Net Income (Loss) allocated to Limited Partners                       $           403         $          (189)
                                                                      ===============         ===============

Net Income (Loss) per Unit of Limited Partnership Interest            $          15.75        $          (7.38)
                                                                      ================        ================
</TABLE>


                       See notes to financial statements.

                                       15
<PAGE>

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

                         STATEMENTS OF PARTNERS' CAPITAL
                         -------------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                     --------------------------------------
                        (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, 2001                        25,595    $         (1,100)    $          1,462     $            362

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

Balance - December 31, 2001                      25,595              (1,110)               1,273                  163

     Net Income                                       -                  21                  403                  424
                                       -----------------   -----------------    -----------------    -----------------

Balance - December 31, 2002                      25,595    $         (1,089)    $          1,676     $            587
                                       =================   =================    =================    =================
</TABLE>




                       See notes to financial statements.

                                       16
<PAGE>

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

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


<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                          -------------------------------------------
                                                                                  2002                    2001
                                                                          -------------------    --------------------
<S>                                                                       <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                         $              424     $              (199)
Adjustments to reconcile net income (loss) to net cash used in
  operating activities:
       Income from Local Limited Partnership cash distributions                          (37)                      -
       Gain from Local Limited Partnership property sale                                (575)                      -
       Equity in loss of Local Limited Partnership                                       106                     103
Changes in assets and liabilities:
       Decrease (increase) in accrued interest receivable                                 28                      (9)
       (Decrease) increase in accrued expenses                                            (1)                      2
       (Decrease) increase in accrued interest payable                                  (116)                     21
                                                                          -------------------    --------------------

       Net cash used in operating activities                                            (171)                    (82)
                                                                          -------------------    --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

       Proceeds from Local Limited Partnership property sale                             575                       -
       Distributions received from Local Limited Partnerships                             37                       -
                                                                          -------------------    --------------------

       Cash provided by investing activities                                             612                       -
                                                                          -------------------    --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

       Proceeds from note receivable                                                     105                       -
       Repayment of loan payable - affiliate                                            (289)                      -
                                                                          -------------------    --------------------

       Net cash used in financing activities                                            (184)                      -
                                                                          -------------------    --------------------

       Net increase (decrease) in cash and cash equivalents                              257                     (82)

Cash and cash equivalents, Beginning of Year                                             341                     423
                                                                          -------------------    --------------------

Cash and cash equivalents, End of Year                                    $              598     $               341
                                                                          ===================    ====================

Supplemental Disclosure of Cash Flow Information
       Cash paid for interest                                             $              132     $                 -
                                                                          ===================    ====================
</TABLE>

                       See notes to financial statements.

                                       17
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                     --------------------------------------

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,
     2002, 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, 2002 and
     2001 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 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.

                                       18
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (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 July 2001, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("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 had no effect on 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 Accounting Principles
     Board

                                       19
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (continued)
                                   -----------

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

     Recently Issued Accounting Standards (Continued)

     ("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 Accounting Research
     Bulletin 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 generally are to be applied prospectively.
     This statement had no effect on the Partnership's financial statements.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
     No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical
     Corrections," which updates, clarifies and simplifies existing accounting
     pronouncements. In part, this statement rescinds SFAS No. 4, "Reporting
     Gains and Losses from Extinguishment of Debt." FASB No. 145 will be
     effective for fiscal years beginning after May 15, 2002. Upon adoption,
     enterprises must reclassify prior period items that do not meet the
     extraordinary item classification criteria in APB Opinion No. 30. The
     Partnership does not expect that this statement will have a material effect
     on the Partnership's financial statements.

     In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities." SFAS No. 146 requires
     companies to recognize costs associated with exit or disposal activities
     when they are incurred rather than at the date of a commitment to an exit
     or disposal plan. Examples of costs covered by the standard include lease
     termination costs and certain employee severance costs that are associated
     with a restructuring, discontinued operation, plant closing or other exit
     or disposal activity. SFAS No. 146 is effective prospectively for exit and
     disposal activities initiated after December 31, 2002, with earlier
     adoption encouraged. The Partnership does not expect that this statement
     will have a material effect on the Partnership's financial statements.

     In November 2002, the FASB issued Interpretation No. 45, Guarantors'
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others. The Interpretation elaborates on the
     disclosures to be made by a guarantor in its financial statements about its
     obligations under certain guarantees that it has issued. It also clarifies
     that a guarantor is required to recognize, at the inception of a guarantee,
     a liability for the fair value of the obligation undertaken in issuing the
     guarantee. This Interpretation does not prescribe a specific approach for
     subsequently measuring the guarantor's recognized liability over the term
     of the related guarantee. The disclosure provisions of this Interpretation
     are effective for the Partnership's December 31, 2002 financial statements.

                                       20
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (continued)
                                   -----------


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

     Recently Issued Accounting Standards (Continued)

     The initial recognition and initial measurement provisions of this
     Interpretation are applicable on a prospective basis to guarantees issued
     or modified after December 31, 2002. This Interpretation had no effect on
     the Partnership's financial statements.

     In January 2003, the 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. The provisions of the Interpretation will be immediately effective
     for all variable interests in variable interest entities created after
     January 31, 2003, and the Partnership will need to apply its provisions to
     any existing variable interests in variable interest entities by no later
     than December 31, 2004. The Partnership does not expect that this will have
     an impact 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. 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.



                                       21
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (continued)
                                   -----------


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 $4,000 and $0, for the
     years ended December 31, 2002 and 2001, respectively.

     The loan payable to an affiliate of the managing general partner which bore
     interest at prime plus 1% was 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 which was $420,000 was repaid during 2002
     from the proceeds received from a Local Limited Partnership property sale.

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.

                                       22
<PAGE>
            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
            --------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (continued)
                                   -----------


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

     As of December 31, 2002, 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
     $11,042,000, which are secured by the Local Limited Partnerships' real
     property, security interests, liens and endorsements common to first
     mortgage loans.

     During 2002 and 2001, the Partnership made no additional investments in the
     Local Limited Partnerships. As of December 31, 2002, 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.

     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.

                                       23
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (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,
                                                           --------------------------
                                                               2001           2000
                                                           -----------    -----------
<S>                                                        <C>            <C>
ASSETS

Real estate, at cost:
  Land                                                     $       440    $       633
  Buildings, net of accumulated
     depreciation of $10,346 and $11,132 in
     2002 and 2001, respectively                                 2,139          4,374
  Cash and cash equivalents                                        157            300
  Other assets, net of accumulated amortization of
    $508 and $488 in 2002 and 2001, respectively
                                                                   598            787
                                                           -----------    -----------
  Total Assets                                             $     3,334    $     6,094
                                                           ===========    ===========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
  Notes payable                                            $       336            336
  Mortgage notes payable                                        11,042         12,089
  Accounts payable and accrued expenses                            406            431
                                                           -----------    -----------
  Total Liabilities                                             11,784         12,856
                                                           -----------    -----------
Partners' Deficit:
  Winthrop Residential Associates I                             (5,550)        (4,597)
  Other partners                                                (2,900)        (2,165)
                                                           -----------    -----------
                                                                (8,450)        (6,762)
                                                           -----------    -----------
Total Liabilities and Partners' Deficit                    $     3,334    $     6,094
                                                           ===========    ===========
</TABLE>


                                       24
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (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>

                                                                           YEARS ENDED DECEMBER 31,
                                                                     ----------------------------------
                                                                          2001               2000
                                                                     --------------     ---------------
<S>                                                                  <C>                <C>
Income:
     Rental income                                                   $        2,349     $         2,611
     Other income                                                               275                 267
                                                                     --------------     ---------------
         Total income                                                         2,624               2,878
                                                                     --------------     ---------------

Expenses:
     Interest                                                                   846                 828
     Depreciation and amortization                                              480                 489
     Taxes and insurance                                                        329                 295
     Other operating expenses                                                 1,677               1,418
                                                                     --------------     ---------------
         Total expenses                                                       3,332               3,030
                                                                     --------------     ---------------

Loss from continuing operations                                               (708)               (152)
                                                                     --------------     ---------------

Discontinued operations:
Loss from operations of sold property                                         (394)               (206)
Gain on sale of property                                                        662                  --
                                                                     --------------     ---------------
Income (loss) from discontinued operations                                      268               (206)
                                                                     --------------     ---------------

Net loss                                                             $        (440)     $         (358)
                                                                     =============      ==============

Loss from continuing operations allocated to Winthrop
     Residential Associates I                                        $        (463)     $         (169)
Income (loss) from discontinued operations allocated to
     Winthrop Residential Associates I                                          134               (103)
                                                                     --------------     ---------------

Net loss allocated to Winthrop Residential Associates I              $        (329)     $         (272)
                                                                     =============      ==============

(Loss) income from continuing operations allocated to
     other partners                                                  $        (245)     $            17
Income (loss) from discontinued operations allocated to
     other partners                                                             134               (103)
                                                                     --------------     ---------------

Net loss allocated to other partners                                 $        (111)     $          (86)
                                                                     =============      ==============
</TABLE>


                                       25
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (continued)
                                   -----------


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

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

<TABLE>
<CAPTION>
                                                                                 2002                  2001
                                                                             ------------          ------------
<S>                                                                          <C>                   <C>
     Net income (loss) for financial reporting purposes                      $        424          $       (199)

       Gain from Local Limited Partnership property sale                             (432)                    -

       Differences in equity in Local Limited Partnerships' income/loss
       for financial reporting and tax reporting purposes
                                                                                     (201)                2,674

       Income from Local Limited Partnerships cash distributions                      (37)                    -
                                                                             ------------          ------------
     Taxable (loss) income                                                   $       (246)         $      2,475
                                                                             ============          ============
</TABLE>

                                       26
<PAGE>

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

     There were no disagreements with Imowitz Koenig & Co., LLP regarding the
2002 or 2001 audits of the Partnership's financial statements.
















                                       27
<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, 2003, 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
Name                                    Managing General Partner                    or 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. Since August 19, 2002, Mr. Ashner has also
served as the Chief Executive Officer of Shelbourne Properties I Inc.,
Shelbourne Properties II Inc. and Shelbourne Properties III Inc. (collectively,
the "Shelbourne REITs"), three publicly traded real estate investment trusts.
Mr. Ashner currently serves as a director of each of the Shelbourne REITs, Great
Bay Hotel and Casino Inc., and NBTY, Inc.

     Thomas C. Staples, age 47, 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.

     Peter Braverman, age 51, has been a Vice President of WFA and the Managing
General Partner since January 1996. Since August 19, 2002, Mr. Braverman has
also served as the Executive Vice President of each of the Shelbourne REITs. Mr.
Braverman serves as a director of the Shelbourne REITs.

     Carolyn Tiffany, age 36, has been employed with WFA since January 1993.
Since December 1997, Ms. Tiffany has served as the Chief Operating Officer of
WFA. In addition, since August 19, 2002, Ms. Tiffany has served as the Chief
Financial Officer of each of the Shelbourne REITs.

                                       28
<PAGE>

     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 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.

                                       29
<PAGE>

     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, 2003. 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, 2003 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

                                       30
<PAGE>

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, 2002 and 2001.

Item 13. Controls and Procedures
         -----------------------

     The Managing General Partner's principal executive officer and principal
financial officer have, within 90 days of the filing date of this annual report,
evaluated the effectiveness of the Partnership's disclosure controls and
procedures (as defined in Exchange Act Rules 13a - 14(c) and have determined
that such disclosure controls and procedures are adequate. There have been no
significant changes in the Partnership's internal controls or in other factors
that could significantly affect such internal controls since the date of
evaluation. Accordingly, no corrective actions have been taken with regard to
significant deficiencies or material weaknesses.

     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. The principal executive officer and principal
financial officer have not received such Certifications from the general partner
of First Investment Limited Partnership I, a Local Limited Partnership that sold
its property during the year ended December 31, 2002.

                                       31
<PAGE>

Item 14. 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










                                       32
<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, 2003.

                                        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 28, 2003
---------------------         and Director
Michael L. Ashner


/s/ Thomas Staples            Chief Financial Officer       March 28, 2003
--------------------
Thomas Staples



                                       33
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                          FORM 10-KSB DECEMBER 31, 2002
                          -----------------------------

                                 CERTIFICATIONS

     I, Michael L. Ashner, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Winthrop Residential
     Associates I, A Limited Partnership;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   The Registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant is made known to us,
         particularly during the period in which this annual report is being
         prepared:

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures on our evaluation as of the
         Evaluation Date;

5.   The Registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent functions):

                                       34
<PAGE>

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         controls; and

6.   The Registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 28, 2003                         /s/ Michael  L. Ashner
                                             ----------------------------------
                                             Michael L. Ashner
                                             Chief Executive Officer



                                       35
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
                          FORM 10-KSB DECEMBER 31, 2002
                          -----------------------------

                                 CERTIFICATIONS

     I, Thomas Staples, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Winthrop Residential
     Associates I, A Limited Partnership;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   The Registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant is made known to us,
         particularly during the period in which this annual report is being
         prepared:

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures on our evaluation as of the
         Evaluation Date;

5.   The Registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent functions):

                                       36
<PAGE>


     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         controls; and

6.   The Registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:   March 28, 2003                       /s/ Thomas Staples
                                             ------------------
                                             Thomas Staples
                                             Chief Financial Officer






                                       37
<PAGE>

                                INDEX TO EXHIBITS

Exhibit                                                                   Page
-------                                                                   ----

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).

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

99.2     Supplementary information required pursuant to Section 9.4
         of the Partnership Agreement.


                                  38