<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
                                                              Commission File
For the year ended December 31, 1997                          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.)

5 Cambridge Center, 9th Floor, Cambridge, Massachusetts             02142
      (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number including area code (617) 234-3000

         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 $593,000.

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>


                                    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 public limited partnership. See "Change in Control".

        In 1981, the Partnership sold, pursuant to Registration Statement on
Form S-11 filed with the Securities and Exchange Commission, 25,666 Units of
limited partnership interest ("Unit") at a purchase price of $1,000 per Unit
(an aggregate of $25,666,000). Capital contributions net of selling
commissions and sales registration costs were utilized to purchase interests
in 16 Local Limited Partnerships and the remainder in temporary short-term
investments.

        The only business of the Partnership is investing as a limited
partner in other limited partnerships that own apartment complexes originally
subsidized by the U.S. Department of Housing and Urban Development ("HUD").
The Partnership initially acquired equity interests in the form of limited
partnership interests in 16 Local Limited Partnerships owning and operating

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<PAGE>

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. The Partnership lost its ownership interests in The Park
Apartments and Candlewood Apartments when HUD foreclosed on the Local Limited
Partnerships owning those properties in August 1993 and January 1995,
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.

        The Partnership has entered into a letter of intent pursuant to which
it will sell 37.5% of its 80% residual interest in the Local Limited
Partnership which owns Copperfield Apartments to the general partner of such
Local Limited Partnership. If this sale, which is subject to many conditions,
is consummated, it is expected that the Partnership will receive
approximately $260,000 in net proceeds.

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. 

                                      3

<PAGE>

Some workout agreements terminate upon the sale of the mortgage to
another lender.

        The Local Limited Partnership owning Shadowbrook defaulted on its
mortgage in November 1987, and the mortgage was subsequently assigned by the
lender to HUD. In August 1996, unable to reach a resolution to cure the
default, this property was effectively deeded in lieu of foreclosure to the
lender. See Item 7, Financial Statements-Note 8.


        The Local Limited Partnership owning The Villas defaulted on its
mortgage obligation in November 1991. The lender assigned the mortgage to HUD
in August 1992. On September 1, 1996, a provisional workout agreement was
entered into with HUD. This agreement expired on August 31, 1997. The
provisional workout agreement was extended through December 30, 1998. The
Partnership is currently negotiating with HUD to reach a resolution. There
can be no assurance that a resolution of this default will be reached with
HUD. If the Partnership and HUD are unable to agree on a resolution, the
Property could be lost through foreclosure.

        The Local Limited Partnership owning Stonegate defaulted on its
mortgage obligation in July 1991. The lender assigned the mortgage to HUD in
August 1992. In late 1994, the Local Limited Partnership negotiated its third
one-year Provisional Workout Arrangement (the "Current Agreement"), effective
from February 1, 1995 to January 31, 1996. On December 1, 1995, the Local
Limited Partnership signed a corrected Modification of Mortgage Note and
Mortgage. This modification increased the principal amount by the $442,579.41
of accrued interest, has an interest rate of 7.5% and reamortized the debt
over the remaining term through December 1, 2022.

        The Local Limited Partnership owning Stonewood defaulted on its
mortgage in February 1988, and the mortgage was assigned to HUD in September
1988. The Local Limited Partnership was unable to negotiate a workout
proposal which HUD will approve. In May 1995, HUD sold the mortgage to Condor
One, Inc. The Local Limited Partnership signed a pre-negotiation agreement
with the new lender and submitted various proposals to the new lender all of
which were rejected. The new owner of the mortgage foreclosed on its mortgage
on March 14, 1996.

        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 


                                      4

<PAGE>

unlikely that the property can generate sufficient revenue to cure the
mortgage delinquency. To date, however, the Lender has allowed the Local
Limited Partnership which owns the Villas to maintain ownership of its
property, while the Local Limited Partnership and the Lender attempt to
negotiate a plan which will allow the Local Limited Partnership to work
toward reducing the unpaid amounts. The lender has taken foreclosure or
similar actions with rest to the Park, Candlewood, Stonewood and Shadowbrook
properties.

Employees

        The Partnership does not have any employees. Services were performed
for the Partnership until December 16, 1997 by the Managing General Partner,

and Winthrop Management LLC, an affiliate of the Managing General Partner.

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

Change in Control

        On July 18, 1995 Londonderry Acquisition II Limited Partnership
("Londonderry II"), a Delaware limited partnership, and affiliate of Apollo
Real Estate Advisors, L.P. ("Apollo"), acquired, among other things, a
general partner interest in W.L. Realty, L.P. ("W.L. Realty") and a sixty
four percent (64%) limited partnership interest in W.L. Realty. WFA also
acquired the sole general partner interest of Linnaeus-Hampshire. As a


                                      5

<PAGE>

result of the foregoing acquisitions, Londonderry II is the sole general
partner of W.L. Realty which is the sole general partner of Linnaeus, and
which in turn is the sole general partner of WFA. As a result of the
foregoing, effective July 18, 1995, Londonderry II, an affiliate of Apollo,
became the controlling entity of the General Partners. In connection with the
transfer of control, the officers and directors of One Winthrop resigned and
Londonderry II appointed new officers and directors. See Item 9, "Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act.


Item 2. Description of Properties.

        The following table sets forth certain information regarding the
properties owned by the six Local Limited Partnerships in which the
Partnership has retained an interest and which continue to own apartment
properties as of March 15, 1998:


                                                   Date of      Number of
Property Name                Location            Acquisition(1)   Units
-------------                --------            --------------   -----
The Villas Apartments        Amarillo, TX          6/05/81         136
Lynnwood Park Apartments     Raleigh, NC           9/28/81         152
Stonegate Apartments         Holland, MI           8/04/81         156
Albany Landing Apartments    Decatur, AL           4/02/82         120
College Green Apartments     Wilmington, NC        11/30/81        138
Copperfield Apartments       Columbia, SC          8/22/91         120
----------------------------
(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:

                  Principal                                          Principal
                  Balance at                                          Balance
                 December 31,  Interest     Period       Maturity     Due at
Property            1997         Rate      Amortized       Date      Maturity
--------            ----        ------    -----------      ----      --------
The Villas        $3,574,000     7.5%      40 years      8/1/2022      (1)
Lynndale          $4,180,000     7.5%      40 years      3/1/2023      (1)
Stonegate         $4,826,000     7.5%      40 years      3/1/2022      (1)
Albany Landing    $2,807,000     7.5%      40 years      9/1/2023      (1)
College Green     $2,794,000     7.5%      40 years      3/1/2023      (1)
Copperfield       $  745,000     7.5%      30 years      6/1/2012      (1)

(1)     Self-amortizing loan.


                                      6

<PAGE>

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

Local Limited Partnership           Ownership Interest

The Villas, Ltd.                           99%
Lynndale Apartments, Ltd.                  50%
Stonegate Apartments
  Limited Partnership                      93%
Cedar Lake,  Ltd.                          98.93%
College Green                              95%
First Investment
  Limited Partnership I                    80%

        In July 1997, the Local Limited Partnership owning Heritage Hills
Townhouses sold the property. Net proceeds distributed to the Partnership as
a result of the sale totaled $506,000. See "Item 7. Financial Statements -
Note 7" for information relating to the tax effect of this sale.


        As of March 15, 1998, 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             1997      1996       1997       1996
--------             ----      ----       ----       ----

The Villas           98%       98%        $431       $431
Lynnwood Park        98%       99%        $536       $526
Stonegate            95%       95%        $526       $523
Albany Landing       82%       93%        $403       $395
College Green        94%       96%        $525       $479
Copperfield          89%       90%        $482       $469


                                      7

<PAGE>

        Set forth below is a table showing the gross carrying value and
accumulated depreciation and federal tax basis of each of the Partnership's
properties as of December 31, 1997 (in thousands):

                 Gross                                             Federal
                Carrying    Accumulated                              Tax
Property         Value      Depreciation      Rate        Method    Basis
--------         -----      ------------      ----        ------    -----
The Villas       $4,565       $2,722        5-25 yrs.      S/L     $  400
Lynnwood Park    $4,427       $2,795       10-25 yrs.      S/L     $  183
Stonegate        $4,784       $3,030        5-25 yrs.      S/L     $1,754
Albany Landing   $3,347       $1,918       10-25 yrs.      S/L     $  165
College Green    $3,529       $2,194       10-25 yrs.      S/L     $  154
Copperfield      $3,029       $  733      5-27.5 yrs.      S/L     $1,841


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.


                                      8

<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, 1998, there were 2,870 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 1997 or 1996.

                                      9

<PAGE>

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

        The matters discussed in this Form 10-KSB contain certain
forward-looking statements and involve risks and uncertainties (including
changing market conditions, competitive and regulatory matters, etc.)
detailed in the disclosure contained in this Form 10-KSB and the other
filings with the Securities and Exchange Commission made by the Partnership
from time to time. The discussion of the Partnership's business and results
of operations, including forward-looking statements pertaining to such
matters, does not take into account the effects of any changes to the
Partnership's business and results of operation. Accordingly, actual results
could differ materially from those projected in the forward-looking
statements as a result of a number of factors, including those identified
herein.

Liquidity and Capital Resources

        As of December 31, 1997, the Partnership retained an equity interest
in six Local Limited Partnerships. During July 1997, Washington Square
Limited Partnership sold the Heritage Hills Townhouses property. This Local
Limited Partnership was terminated in the fourth quarter of 1997.

        The level of liquidity based on cash and cash equivalents experienced
a $29,000 decrease for the year ended December 31, 1997, as compared to

December 31, 1996. The Partnership's $11,000 used in operating activities,
$377,000 of repayment of loans payable to an affiliate and $147,000 decrease
in accrued interest payable to an affiliate (financing activities), more than
offset the $506,000 of sale proceeds received from the sale of the Heritage
Hills Townhouses (investing activities). During July 1997, the Local Limited
Partnership owning the Heritage Hills Townhouses sold the property and
distributed $506,000 of sale proceeds to the Partnership. The Partnership
repaid a portion of the principal balance of the loans payable to an
affiliate and accrued interest with the sales proceeds. The Partnership
recognized a $506,000 gain on sale as a result of the Partnership's
investment account having a zero balance at the date of sale. For tax
purposes, a gain of approximately $188 per unit will be allocated to the
limited partners, primarily due to the recapture of benefits taken in prior
years with respect to this Local Limited Partnership.

        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 


                                     10

<PAGE>

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 from an affiliate of the Managing
General Partner.

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

        The loan payable to an affiliate of the Managing General Partner was
assigned to an unaffiliated third party on October 27, 1997. The loan, which
bears interest at prime plus 1%, is repayable from cash flows generated by
the Local Limited Partnerships and the proceeds of any sales of real estate

owned by the Local Limited Partnerships. The outstanding principal balance
and accrued interest on the loan was $301,000 at December 31, 1997. Prior to
the transfer, the Partnership repaid $377,000 of the loans payable to an
affiliate and $195,000 of interest (of which $154,000 was accrued in prior
years), primarily from sales proceeds received from the sale of the Heritage
Hills Townhouses. The Partnership will be unable to fully repay this
indebtedness and continue to fund its general and administrative expenses
until such time as (i) the operating results of any or all of the Local
Limited Partnerships improve sufficiently to provide cash distributions to
the Partnership; or, (ii) any or all of the properties owned by the Local
Limited Partnerships can be sold at a price to provide sufficient net sales
proceeds to the Partnership. In addition, any future contributions by the

                                     11

<PAGE>

Partnership to the Local Limited Partnerships would have to be funded by
additional affiliate loans. Neither the Managing General Partner or its
affiliates has an obligation to fund any loan amounts required. The
Partnership did not make cash distributions to its partners during 1997 or
1996.

        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.

        On September 1, 1996, the Local Limited Partnership owning The Villas
Apartments signed a provisional workout agreement, expiring August 31, 1997,
with the U.S. Department of Housing and Urban Development ("HUD"). The
provisional workout agreement has been extended until December 30, 1998. The
Partnership is currently negotiating with HUD to reach a resolution. There
can be no assurance that a resolution of this default will be reached with
HUD. If the Partnership and HUD are unable to agree on a resolution, the
Property could be lost through foreclosure. The Partnership's investment in
this Local Limited Partnership had previously been written-down to zero.

        The Cedar Lake Ltd. Local Limited Partnership, which owns Albany
Landings Apartments, has incurred significant operating losses and cash flow
deficits. If operations at the property do not improve, this property may be
lost through foreclosure. The Partnership's investment in this Local Limited
Partnership had previously been written-down to zero.


        The Partnership has entered into a letter of intent pursuant to which
it will sell 37.5% of its 80% interest in the Local Limited Partnership, which
owns Copperfield Apartments, to the general partner of such Local Limited
Partnership. If this sale, which is subject to many conditions, is consummated,
it is expected that the Partnership will receive approximately $260,000 in net
proceeds. As a result of this negotiated sales price, the

                                     12

<PAGE>

Partnership has recorded a $762,000 write-down of its investment in the Local
Limited Partnership.

        The Partnership is dependent upon Coordinated Services and the
management agents of the Local Limited Partnerships for management and
administrative services. Coordinated Services has completed an assessment and
believes that their computer systems will function properly with respect to
dates in the year 2000 and thereafter (the "Year 2000 Issue"). The
Partnership does not expect that it will incur any material costs associated
with, or be materially affected by, the Year 2000 Issue.

Results of Operations

        The Partnership's net loss for the year ended December 31, 1997 was
approximately $322,000 as compared to net income of approximately $359,000
for the year ended December 31, 1996.

        The decrease in net income of $681,000 is attributable to the
$762,000 write-down of the Partnership's investment in a Local Limited
Partnership and a $519,000 decrease in income from Local Limited Partnership
cash distributions, which was partially offset by the $506,000 gain on sale
of the Heritage Hills Townhouses property.

        During the year ended December 31, 1997, approximately $81,000 was
received from the Local Limited Partnership owning the Lynwood property and
$24,000 was received from the Local Limited Partnership owning the Heritage
Hills Townhouses. The Partnership also received residual cash distributions
of $22,000, and $2,000 from the Shadowbrook and Candlewood properties,
respectively. In 1996, $648,000 was received from three Local Limited
Partnerships (Shadowbrook $502,000, Lynwood $101,000, and Stonewood $45,000).
The Shadowbrook and Stonewood Apartment properties were lost through
foreclosure during 1996 and accordingly, no additional distributions will be
received from these Local Limited Partnerships.

        General and administrative costs declined due to costs associated
with the Shadowbrook foreclosure during 1996.

                                     13

<PAGE>

Item 7. Financial Statements

           WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                            FINANCIAL STATEMENTS

                        YEAR ENDED DECEMBER 31, 1997

                                    INDEX


                                                                          Page
                                                                          ----

Independent Auditors' Report .............................................F - 2

Financial Statements:

Balance Sheets as of December 31, 1997 and 1996...........................F - 3

Statements of Operations for the Years Ended
    December 31, 1997 and 1996............................................F - 4

Statements of Partners' Capital for the Years Ended
    December 31, 1997 and 1996............................................F - 5

Statements of Cash Flows for the Years Ended
    December 31, 1997 and 1996............................................F - 6

Notes to Financial Statements.............................................F - 7

                                     F-1

<PAGE>

                        Independent Auditors' Report

To the Partners
Winthrop Residential Associates I, A Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheets of Winthrop Residential
Associates I, A Limited Partnership (a Maryland limited partnership) as of
December 31, 1997 and 1996, 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 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 generally accepted auditing
standards. 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, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.


                                         /s/ Imowitz Koenig & Co., LLP

New York, New York
March 9, 1998

                                     F-2

<PAGE>

           WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                                BALANCE SHEETS
                       (In Thousands, Except Unit Data)

                                                     DECEMBER 31,
                                                --------------------
                                                  1997        1996
                                                --------    --------
ASSETS

Cash and cash equivalents                       $    251    $    280
Investment in Local Limited Partnership              700       1,524
                                                --------    --------

      Total Assets                              $    951    $  1,804
                                                ========    ========
LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accrued interest and expenses                   $     22    $     17
Accrued interest payable to affiliate                  -         159
Loan payable                                         289           -
Loans payable to affiliate                             -         666
                                                --------    --------
      Total Liabilities                              311         842
                                                --------    --------
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                              1,728       2,014
General Partners' (deficit)                       (1,088)     (1,052)
                                                --------    --------
      Total Partners' Capital                        640         962
                                                --------    --------
      Total Liabilities and Partners' Capital   $    951    $  1,804
                                                ========    ========

                      See notes to financial statements.

                                     F-3

<PAGE>

           WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                           STATEMENTS OF OPERATIONS
                       (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                      -------------------------------------

                                                                             1997               1996
                                                                      -----------------   -----------------
<S>                                                                   <C>                 <C>
Income:

Income from Local Limited Partnership
  cash distributions                                                  $            129    $            648
Gain on sale of property from Local Limited Partnership                            506                   -
Equity in net loss of Local Limited Partnership                                    (55)                (74)
Interest                                                                            13                  11
                                                                      -----------------   -----------------
      Total Income                                                                 593                 585
                                                                      -----------------   -----------------
Expenses:

Amortization                                                                         7                   7
Interest                                                                            48                  62
General and administrative                                                          88                 147
Management fees                                                                     10                  10
Write-down of investment in a
  Local Limited Partnership                                                        762                   -
                                                                      -----------------   -----------------

      Total Expenses                                                               915                 226
                                                                      -----------------   -----------------

Net (loss) income                                                     $           (322)   $            359
                                                                      =================   =================

Net (loss) income allocated to General Partners                       $            (36)   $             18
                                                                      =================   =================

Net (loss) income allocated to Limited Partners                       $           (286)   $            341
                                                                      =================   =================

Net (loss) Income per Unit of Limited Partnership Interest            $         (11.17)   $          13.32
                                                                      =================   =================
</TABLE>
                      See notes to financial statements.

                                     F-4

<PAGE>

           WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                       STATEMENTS OF PARTNERS' CAPITAL
                    YEARS ENDED DECEMBER 31, 1997 AND 1996
                       (In Thousands, Except Unit Data)
<TABLE>
<CAPTION>

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

Balance - January 1, 1996                       25,595    $      (1,070)   $       1,673    $         603

    Net Income                                                       18              341              359
                                         --------------   --------------   --------------   --------------
Balance - December 31, 1996                     25,595           (1,052)           2,014              962

    Net Loss                                         -              (36)            (286)            (322)
                                         --------------   --------------   --------------   --------------
Balance - December 31, 1997                     25,595    $      (1,088)   $       1,728    $         640
                                         ==============   ==============   ==============   ==============
</TABLE>

                      See notes to financial statements.

                                     F-5

<PAGE>

           WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                           STATEMENTS OF CASH FLOWS
                       (In Thousands, Except Unit Data)

<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                      -------------------------------------
                                                                            1997                1996
                                                                      -----------------   -----------------
<S>                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                                     $           (322)   $            359
Adjustments to reconcile net income to net cash (used in) provided
  by operating activities:

      Gain on sale of property from Local Limited Partnership                     (506)                  -
      Amortization                                                                   7                   7
      Equity in loss of Local Limited Partnerships                                  55                  74
      Write-down of investment in a Local Limited Partnership                      762

Changes in assets and liabilities:
      (Decrease) increase in accrued expenses                                       (7)                 17
                                                                      -----------------   -----------------
      Net cash (used in) provided by operating activities                          (11)                457
                                                                      -----------------   -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from Local Limited Partnership sale of property                     506                   -
                                                                      -----------------   -----------------
      Cash provided by investing activities                                        506                   -
                                                                      -----------------   -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Decrease in accrued interest payable                                        (147)               (288)
      Repayment of loans payable to affiliate                                     (377)                  -
                                                                      -----------------   -----------------

      Cash used in financing activities                                           (524)               (288)
                                                                      -----------------   -----------------
      Net (decrease) increase in cash and cash equivalents                         (29)                169

Cash and cash equivalents, Beginning of Year                                       280                 111
                                                                      -----------------   -----------------
Cash and cash equivalents, End of Year                                $            251    $            280
                                                                      =================   =================
Supplemental Disclosure of Cash Flow Information -
      Cash paid for interest                                          $            195    $            350
                                                                      =================   =================
</TABLE>
                      See notes to financial statements.

                                     F-6

<PAGE>

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996


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,
1997, the Partnership has investments in six Local Limited Partnerships, each
owning one apartment complex. The properties are located throughout the
United States. One property owned by a Local Limited Partnership, was sold
during 1997 (see Note 7).

        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, 1997 and
1996, 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.

Uses of Estimates

        The preparation of financial statements in conformity with generally
accepted accounting principles 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 

                                     F-7

<PAGE>

the investment account and amortized over the life of the investment or until
the investment balance has been written down to zero. Costs in excess of the

Partnership's initial basis in the net assets of the Local Limited
Partnership are amortized over the estimated useful lives of the underlying
assets. Equity in the loss of Local Limited Partnerships is not recognized to
the extent that the investment balance would become negative since the
Partnership is not obligated to advance funds to the Local Limited
Partnerships.

Net Income Per Limited Partnership Unit

        Net income per limited partnership unit is computed by dividing net
income 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.

Reclassification

        Certain amounts from 1996, were reclassified to conform to the 1997
presentation.

2.      ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS

        In accordance with the partnership agreement, profits and losses not
arising from a sale and cash available for distribution from operations shall
be allocated 5% to the general partners and 95% to the limited partners.
Gains and distributions of proceeds arising from a sale or refinancing are
allocated first to the limited partners to the extent of their Adjusted
Capital Contribution (as defined) and then in accordance with the partnership
agreement, however, the general partner is allocated at least 1% of the gain.
If there are no sale proceeds, gains from a sale are allocated 5% to the
general partners and 95% to the limited partners.

3.      TRANSACTIONS WITH RELATED PARTIES

        One Winthrop Properties, Inc. ("One Winthrop" or the "Managing
General Partner"), and WP Management Co., Inc. ("WP Management"), the manager
of the Partnership's investments in the Local Limited Partnerships are wholly
owned subsidiaries of First Winthrop Corporation ("First Winthrop"), which in
turn is 

                                     F-8

<PAGE>

controlled by Winthrop Financial Associates, A Limited Partnership ("WFA").

        WP Management is entitled to a fee for services rendered in managing
the Partnership's investments in the Local Limited Partnerships 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. The fee
is noncumulative and commences at the closing of each Local Limited
Partnership's permanent loan. WP Management earned $10,000 of such fees in
1997 and 1996.

        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. 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.

        The Partnership has depleted its available reserves and, as a result,
borrows amounts from First Winthrop to pay operating expenses and fund
operating deficits at properties owned by the Local Limited Partnerships. The
borrowings from First Winthrop bear interest at the prime rate (8.50% and
8.25% at December 31, 1997 and 1996, respectively) plus 1%. The loan was
transferred by First Winthrop to an unaffiliated third party on October 27,
1997. The accrued interest payable to First Winthrop was $159,000 at December
31, 1996. The Partnership paid $195,000 of accrued interest to First Winthrop
in 1997, before the transfer. The Partnership will repay the loans from cash
flow generated by the Local Limited Partnerships and the proceeds of any
sales of real estate owned by the Local Limited Partnerships.

                                     F-9

<PAGE>

        An affiliate of the Managing General Partner received approximately
$32,000 and $83,000 in management fees from Local Limited Partnerships during
1997 and 1996, respectively.


4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

        As of December 31, 1997, the Partnership has Limited Partnership
equity interests in six Local Limited Partnerships each owning one apartment
complex. Such interests are summarized as follows:

Local Limited Partnership                                 Percentage Ownership
-------------------------                                 --------------------
The Villas Ltd. (The Villas Apartments)                             99
Lynndale Apartments, Ltd. (Lynwood Park Apartments)                 50
Stonegate Apartments Limited Partnership (Stonegate Apartments)     93

Cedar Lake, Ltd. (Albany Landing Apartments)                        99
College Green Limited Partnership (College Green Apartments)        95
First Investment Limited Partnership (Copperfield Apartments)       80

The Partnership's equity interest in Washington Square Limited Partnership
(89%) was sold in July 1997.

The above Local Limited Partnerships have outstanding mortgages totaling
$18,946,000, which are secured by the Local Limited Partnerships' real
property, security interests, liens and endorsements common to first mortgage
loans.

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

<TABLE>
<CAPTION>
                                                                      DECEMBER 31

                                                              1997                1996 
                                                        ---------------      -------------
<S>                                                     <C>                  <C>
ASSETS

Real estate, at cost:

  Land                                                  $           929      $       1,543

  Buildings, net of accumulated
   depreciation of $13,391 and $16,499 in
   1997 and 1996, respectively                                    9,372             12,740

  Cash and cash equivalents                                         505              1,162

  Other assets, net of accumulated
   amortization of $722 and $896 in 1997
   and 1996, respectively                                         1,172              1,744
                                                        ---------------      -------------
Total Assets                                            $        11,978      $      17,189
                                                        ================     =============
LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
  Notes payable                                         $           774      $         804
  Loans payable                                                     578                578
  Mortgage notes payable                                         18,946             25,810
  Accounts payable and accrued expenses                           1,115              1,604
                                                        ----------------     -------------
</TABLE>


                                     F-10

<PAGE>

<TABLE>
<S>                                                     <C>                  <C>

  Total Liabilities                                             21,413             28,796
                                                        ----------------     -------------
Partners' Capital:

  Winthrop Residential Associates I                             (7,814)            (8,921)
  Other partners                                                (1,621)            (2,686)
                                                        ---------------      -------------
                                                                (9,435)           (11,607)
                                                        ---------------      -------------
Total Liabilities and Partners' Capital                 $       11,978       $     17,189
                                                        ================     =============
</TABLE>

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

<TABLE>
<CAPTION>
                                                              YEARS ENDED DECEMBER 31,
                                                        -------------------- -------------------
                                                                1997                 1996
                                                                ----                 ----
<S>                                                     <C>                  <C>
Income:

  Rental Income                                         $       5,020        $      6,822
  Other Income                                                    387                 578
                                                        --------------       ------------
    Total Income                                                5,407               7,400
                                                        --------------       ------------
Expenses:

  Interest                                                      1,750               2,476
  Depreciation and amortization                                 1,263               1,495
  Taxes and insurance                                             517                 830
  Other operating expenses                                      2,814               3,534
                                                        --------------        -----------
    Total expenses                                              6,344               8,335
                                                        --------------        ----------- 
Loss from operations                                             (937)               (935)

Gain on sale of properties                                      3,298               8,181
                                                        --------------        -----------
Net income                                              $       2,361        $      7,246
                                                        ==============       =============
Net income allocated to Winthrop
Residential Associates I                                $       1,212        $      6,881

                                                        =============        =============
Net income allocated to other partners                  $       1,149        $        365
                                                        =============        =============
</TABLE>

        During 1997, the Partnership made no additional investments in the
Local Limited Partnerships. As of December 31, 1997, the net cumulative
operating deficit advanced 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

                                     F-11

<PAGE>

Partnership, which is not accounted for by the Local Limited Partnership.

5. INTENT TO SELL AND WRITE-DOWN OF INVESTMENT IN LOCAL LIMITED PARTNERSHIP

        The Partnership has entered into a letter of intent pursuant to which
it will sell 37.5% of its 80% interest in a Local Limited Partnership, First
Investment Limited Partnership 1 ("FILP"), to the general partner of the Local
Limited Partnership. If this sale, which is subject to many conditions, is
consummated, it is expected that the Partnership will receive approximately
$260,000 in net proceeds. As a result of this negotiated sales price, the
Partnership recorded a $762,000 write-down of its investment in FILP to its net
realizable value.

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

        The carrying amount of cash and cash equivalents approximates its
fair value due to the short term nature of such instruments. Due to the
nature of the loans payable it is not practicable to estimate their fair
value because it cannot be determined whether financing with similar terms
and conditions would be available to the Partnership.

7. GAIN ON SALE OF PROPERTY FROM LOCAL LIMTED PARTNERSHIP

        During July 1997, the Washington Square Local Limited Partnership
owning the Heritage Hills Townhouses sold the property. The Partnership
received $506,000 in distributions from the sale. The Partnership recognized
a $506,000 gain on sale, as a result of the Partnership's investment account
having a zero balance at the date of sale. The Local Limited Partnership was
terminated during the fourth quarter of 1997.

8. FORECLOSURE OF REAL ESTATE

        The mortgage encumbering the Local Limited Partnership owning the
Stonewood property ("Stonewood") was foreclosed upon in March 1996 and the
mortgage encumbering Louisiana Housing Partners ("Shadowbrook") was
effectively deeded in lieu of foreclosure to the lender in August 1996. The
carrying value on the books of the Partnership of these investments was zero

at the time of foreclosure. Distributions from such partnerships aggregated
$539,000 for the year ended December 31, 1996 and are included in income. For
tax purposes, the Partnership recognized a gain of approximately $10,500,000
in 1996 as a result of the foreclosure.

                                    F-12

<PAGE>

9. TAXABLE INCOME

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

                                                             1997    1996
                                                             ----    ----
  Net income (loss) for financial reporting purposes       $ (322) $  359
      Plus:  Amortization of capitalized costs and
             costs in excess of the Partnership's
             initial basis in the net assets of the             7       7
             Local Limited Partnerships

             Tax gains in excess of gains for
             financial reporting purposes (due
             primarily to termination)                      4,386  10,558

             Writedown of investment                          762       -

             Equity in Local Limited Partnerships
             GAAP loss in excess of tax loss                  503     184

      Less:  Equity in Local Limited Partnership's
             losses for financial reporting purposes
             not recognizable under the equity method
             of accounting                                   (853)   (834)

             Income from Local Limited Partnerships
             Cash distributions                              (129)   (648)
                                                           ------  ------
                                                           $4,354  $9,626
                                                           ======  ======

10. CONTINGENCIES

        On Septebmber 1, 1996, the Local Limited Partnership owning The Villas
Apartments signed a provisional workout agreement, which expired August 31,
1997, with the U.S. Department of Housing and Urban Development ("HUD"). The
provisional workout agreement has been extended until December 30, 1998. The
Partnership is currently negotiating with HUD to reach a resolution. There can
be no assurance that a resolution of this default will be reached with HUD. If
the Partnerhsip and HUD are unable to agree on a resolution, the Property could
be lost through foreclosure. The Partnership's investment in this Local Limited
Partnership had previously been written-down to zero.


        The Cedar Lake Ltd. Local Limited Partnership has incurred significant
operating losses and cash flow deficits. If operations at the property do not
improve, this property may be lost through foreclosure. The Partnerhsip's
investment in this Local Limited Partnership had previously been written-down to
zero.

          
                                    F-13

<PAGE>

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

        There were no disagreements with Imowitz Koenig & Co., LLP regarding
the 1997 or 1996 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, 1998, the names of the
directors and executive officers of the Managing General Partner and the
position held by each of them, are as follows:

                                                        Has Served as
                             Position Held with the     a Director or
Name and Age                 Managing General Partner   Officer Since
------------                 ------------------------   -------------
Michael L. Ashner            Chief Executive Officer        1-96
                              and Director

Edward Williams              Chief Financial Officer        4-96
                             Vice President and
                             Treasurer

Peter Braverman              Senior Vice President          1-96

Carolyn Tiffany              Vice President and Clerk      10-95

        Michael L. Ashner, age 46, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") since January
15, 1996. From June 1994 until January 1996, Mr. Ashner was a Director,
President and Co-chairman of National Property Investors, Inc., a real estate
investment company ("NPI"). Mr. Ashner was also a Director and executive
officer of NPI Property Management Corporation ("NPI Management") from April
1984 until January 1996. In addition, since 1981 Mr. Ashner has been
President of Exeter Capital Corporation, a firm which has organized and
administered real estate limited partnerships.

        Edward V. Williams, age 57, has been the Chief Financial Officer of
WFA since April 1996. From June 1991 through March 1996, Mr. Williams was
Controller of NPI and NPI Management. Prior to 1991, Mr. Williams held other
real estate related positions including Treasurer of Johnstown American

Companies and Senior Manager at Price Waterhouse.

                                     28

<PAGE>

        Peter Braverman, age 46, has been a Senior Vice President of WFA
since January 1996. From June 1995 until January 1996, Mr. Braverman was a
Vice President of NPI and NPI Management. From June 1991 until March 1994,
Mr. Braverman was President of the Braverman Group, a firm specializing in
management consulting for the real estate and construction industries. From
1988 to 1991, Mr. Braverman was a Vice President and Assistant Secretary of
Fischbach Corporation, a publicly traded, international real estate and
construction firm.

        Carolyn Tiffany, age 31, has been employed with WFA since January
1993. From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and
Associate in WFA's accounting and asset management departments. From October
1995 to present Ms. Tiffany has been a Vice President in the asset management
and investor relations departments of WFA.

        One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered
pursuant to Section 12(g) of the Securities and Exchange Act of 1934, or are
subject to the reporting requirements of Section 15(d) of such Act: Winthrop
Partners 79 Limited Partnership; Winthrop Partners 80 Limited Partnership;
Winthrop Partners 81 Limited Partnership; Winthrop Residential Associates II,
A Limited Partnership; Winthrop Residential Associates III, A Limited
Partnership; 1626 New York Associates Limited Partnership; 1999 Broadway
Associates Limited Partnership; Nantucket Island Associates Limited
Partnership; One Financial Place 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; Winthrop Interim Partners I, A
Limited Partnership; Southeastern Income Properties Limited Partnership;
Southeastern Income Properties II Limited Partnership; and Winthrop Miami
Associates Limited Partnership.

        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 

                                     29

<PAGE>


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

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

Item 10.  Executive Compensation.

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

                                     30

<PAGE>

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 15, 1998. 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 15, 1998 in individual capacities; however, a wholly-owned
subsidiary of First Winthrop owns 100 Units and Winthrop Financial
Associates, A Limited Partnership owns 5 Units (.60% in the aggregate).

        (c) Changes in control.

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

                                     31

<PAGE>

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.

        The Partnership began borrowing from First Winthrop in 1986, and
through December 31, 1997, has borrowed a total of $1,164,672 from First
Winthrop to fund operating deficits incurred by some Local Limited
Partnerships and to pay the Partnership's general and administrative
expenses. Through December 31, 1997, the Partnership has repaid $875,661 to
First Winthrop leaving an outstanding loan balance of $289,011 on December

31, 1997. This amount was transferred by First Winthrop to an unaffiliated
third party on October 27, 1997.

        The loans from First Winthrop were made pursuant to and in compliance
with Section 5.3A (iv) of the Partnership Agreement. The loans between the
Partnership and First Winthrop are demand loans which bear interest at Bank
of Boston prime rate plus 1%. No specific repayment terms were negotiated.
The Partnership intends to repay the loans when the Partnership receives cash
from either cash flow or sales proceeds from a Local Limited Partnership.

        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 year ended December 31, 1996.
For the years ended December 31, 1996 and 1997, respectively, Winthrop
Management LLC received management fees of $31,701 and $82,673 from the Local
Limited Partnerships owning Villas, Stonewood and Shadowbrook. In addition,
the Partnership paid $10,000 to Winthrop Management for services rendered in
each of 1996 and 1997.

                                     32

<PAGE>

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

(a)     Exhibits:

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

(b)     Reports on Form 8-K - None


                                     33

<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 1998.

                                    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          March 28, 1998
---------------------     Officer and Director
Michael L. Ashner         

/s/ Edward V. Williams    Chief Financial Officer  March 28, 1998
---------------------
Edward V. Williams


                                     34

<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                37
     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.

16.  Letter from Arthur Andersen LLP dated September 19, 1996
     (incorporated herein by reference to Registrant's Current
     Report on Form 8-K dated September 19, 1996).

27.  Financial Data Schedule.

99.  Supplementary Information Required Pursuant to Section 9.4 of the
     Partnership Agreement

                               35