SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
                                 Amendment No. 1

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

For the year ended December 31, 2004              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 $6,000.

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>

      The purpose of this Amendment No. 1 to Form 10-KSB is to attach as
exhibits the Independent Auditors Reports for the Local Limited Partnerships.

      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. See "Employees"
below.


                                       2
<PAGE>

      The only business of the Partnership is investing as a limited partner in
other limited partnerships that own apartment complexes originally subsidized by
the U.S. Department of Housing and Urban Development ("HUD"). The Partnership
initially acquired equity interests in the form of limited partnership interests
in 16 Local Limited Partnerships owning and operating apartment complexes. The
Partnership completed its acquisitions in May 1982. At December 31, 2004, the
Partnership retained an interest in three Local Limited Partnerships.

      Of the original 16 Local Limited Partnerships, 13 Local Limited
Partnerships transferred their properties as follows: (i) seven Local Limited
Partnerships sold their properties - Greentree Apartments (November 1986), Marsh
Cove Apartments (December 1986), Orchard Hill (October 1988), Racquet Club (May
1989), Columbine (May 1989), Heritage Hills Townhouses (1997) and Copperfield
Apartments (July 2002); (ii) four Local Limited Partnerships had their property
foreclosed on by HUD - The Park Apartments (August 1993), Candlewood Apartments
(January 1995), The Villas (December 1999) and Albany Landing Apartments (July
2001); and (ii) two Local Limited Partnership's properties had their properties
foreclosed on by the mortgage lender - Stonewood Apartments (March 1996) and
Shadowbrook Apartments (August 1996).

      The Partnership has been advised that the Local Limited Partnership that
holds Stonegate Apartments is negotiating with a third party to sell the
property for a purchase price of approximately $4,300,000. There can be no
assurance that a purchase agreement will be entered into or that the property
will ultimately be sold, or if sold, at the anticipated purchase price.

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."


                                       3
<PAGE>

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, 2005:

                                                  Date of
Property Name              Location             Acquisition(1)   Number of Units
-------------              --------             --------------   ---------------

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

(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 (in thousands):

<TABLE>
<CAPTION>
                                                                                                           Principal
                                        Principal                                                           Balance
                                        Balance at         Interest         Period        Maturity           Due at
Property                            December 31, 2004        Rate         Amortized         Date            Maturity
--------                            -----------------        ----         ---------         ----            --------
<S>                                       <C>                <C>           <C>            <C>                 <C>
Lynnwood Park Apartments                  $3,761             6.74%         20 years       7/1/2019            (1)
Stonegate Apartments                      $4,229              7.5%         40 years       12/1/2022           (1)
College Green Apartments                  $2,451              7.5%         40 years       3/1/2023            (1)
</TABLE>

(1) Self-amortizing loan.

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

      Local Limited Partnership                               Ownership Interest
      -------------------------                               ------------------

      Lynndale Apartments, Ltd.                                      50%
      Stonegate Apartments Limited Partnership                       93%
      College Green Limited Partnership                              95%

      As of March 1, 2005, 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.


                                       4
<PAGE>

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


                                  Average Monthly         Average Monthly Rental
                                   Occupancy Rate             Rate per Unit
                                 ------------------       ----------------------
Property                         2004          2003         2004         2003
--------                         ----          ----         ----         ----

Lynnwood Park Apartments          89%           92%         $581         $501
Stonegate Apartments              83%           88%         $600         $579
College Green Apartments          89%           89%         $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, 2004 (in thousands):

<TABLE>
<CAPTION>
                                          Gross                                                            Federal
                                         Carrying          Accumulated                                       Tax
Property                                  Value            Depreciation          Rate         Method        Basis
--------                                  -----            ------------          ----         ------        -----
<S>                                       <C>                 <C>               <C>             <C>          <C>
Lynnwood Park Apartments                  $4,439              $3,896             5-25 yrs.      S/L          $185
Stonegate Apartments                      $4,802              $4,265             5-25 yrs.      S/L          $195
College Green Apartments                  $3,684              $3,118            10-25 yrs.      S/L          $146
</TABLE>

Item 3. Legal Proceedings.

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

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

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


                                       5
<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, 2005, there were 2,649 holders of Units holding 25,595
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 2004 or 2003. The Partnership recorded a distribution in
2003 of $24,000 the proceeds of which were used primarily to pay withholding
taxes to the State of South Carolina.

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


                                       6
<PAGE>

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

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

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

Liquidity and Capital Resources

      As of December 31, 2004, the Partnership retained an equity interest in
three Local Limited Partnerships, each of which owns one apartment complex. One
property is located in Michigan and two properties are located in North
Carolina.

      The level of liquidity based on cash and cash equivalents experienced a
$94,000 decrease for the year ended December 31, 2004 as compared to December
31, 2003, as a result of $94,000 of cash used in operating activities. At
December 31, 2004, the Partnership had $368,000 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 general and
administrative expenses and to make capital contributions to any of the Local
Limited Partnerships which the managing general partner deems to be in the
Partnership's best interest to preserve its ownership interest. To date, all
cash requirements have been satisfied by interest income, cash distributed by
the Local Limited Partnerships to the Partnership or by loans.

      The Partnership does not intend to make advances to fund future operating
deficits incurred by any Local Limited Partnership, but retains its prerogative
to exercise business judgment to reverse this position if circumstances change.
Moreover, the Partnership is not obligated to provide any additional funds to
the Local Limited Partnerships to fund operating deficits. If a Local Limited
Partnership sustains continuing operating deficits and has no other sources of
funding, it is likely that it will eventually default on its mortgage
obligations and risk a foreclosure on its property by the lender. If a
foreclosure were to occur, the Local Limited Partnership would lose its
investment in the property and would incur a tax liability due to the recapture
of tax benefits taken in prior years. The Partnership, as an owner of the Local
Limited Partnership, would share these consequences in proportion to its
ownership interest in the Local Limited Partnership.


                                       7
<PAGE>

      The Partnership has been advised that the Local Limited Partnership that
holds Stonegate Apartments is negotiating with a third party to sell the
property for a purchase price of approximately $4,300,000. There can be no
assurance that a purchase agreement will be entered into or that the property
will ultimately be sold, or if sold, at the anticipated purchase price.

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

Results of Operations

      The Partnership's net loss was $94,000 for the year ended December 31,
2004, as compared to a net loss $114,000 for the year ended December 31, 2003.
The decrease was the result of a decrease in expenses of $23,000 which was
partially offset by a decrease in income of $3,000.

      Income decreased due to a $4,000 decrease in cash distributions received
from Local Limited Partnerships and a decrease in interest income of $2,000,
which was partially offset by an increase in other income of $3,000. Expenses
decreased $23,000 due to a decrease in various general and administrative
expenses.

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.


                                       8
<PAGE>

Item 7. Financial Statements

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 and 2003

                                      INDEX

                                                                            Page

Report of Independent Registered Public Accounting Firm......................10

Financial Statements:

Balance Sheets as of December 31, 2004 and 2003..............................11

Statements of Operations for the Years Ended
     December 31, 2004 and 2003..............................................12

Statements of Partners' Capital for the Years Ended
     December 31, 2004 and 2003..............................................13

Statements of Cash Flows for the Years Ended
     December 31, 2004 and 2003..............................................14

Notes to Financial Statements................................................15


                                       9
<PAGE>

             Report of Independent Registered Public Accounting Firm

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 (the "Partnership") (a Maryland limited
partnership) as of December 31, 2004 and 2003, 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 the standards of the Public Company
Accounting Oversight Board (United States). 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, 2004 and 2003, 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
January 31, 2005


                                       10
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                                 BALANCE SHEETS
                        (In Thousands, Except Unit Data)

                                                               DECEMBER 31,
                                                          ---------------------

                                                            2004          2003
                                                          -------       -------

ASSETS

Cash and cash equivalents                                 $   368       $   462
                                                          -------       -------

       Total Assets                                       $   368       $   462
                                                          =======       =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accrued expenses                                          $    13       $    13
                                                          -------       -------

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                                      1,455         1,544
General Partners' deficit                                  (1,100)       (1,095)
                                                          -------       -------

       Total Partners' Capital                                355           449
                                                          -------       -------

       Total Liabilities and Partners' Capital            $   368       $   462
                                                          =======       =======

                       See notes to financial statements.


                                       11
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
                        (In Thousands, Except Unit Data)

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

                                                                    2004            2003
                                                                -----------     -----------
<S>                                                             <C>             <C>
Income:

Income from Local Limited Partnership cash distributions        $        --     $         4
Interest                                                                  3               5
Other income                                                              3              --
                                                                -----------     -----------

       Total Income                                                       6               9
                                                                -----------     -----------

Expenses:

General and administrative                                              100             123
                                                                -----------     -----------

       Total Expenses                                                   100             123
                                                                -----------     -----------

Net Loss                                                        $       (94)    $      (114)
                                                                ===========     ===========

Net Loss allocated to General Partners                          $        (5)    $        (6)
                                                                ===========     ===========

Net Loss allocated to Limited Partners                          $       (89)    $      (108)
                                                                ===========     ===========

Net Loss per Unit of Limited Partnership Interest               $     (3.48)    $     (4.22)
                                                                ===========     ===========

Distributions per Unit of Limited  Partnership Interest         $        --     $      0.94
                                                                ===========     ===========
</TABLE>

                       See notes to financial statements.


                                       12
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                         STATEMENTS OF PARTNERS' CAPITAL
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                        (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, 2003                25,595     $   (1,089)     $    1,676      $      587

     Net Loss                                --             (6)           (108)           (114)
     Distributions                           --             --             (24)            (24)
                                     ----------     ----------      ----------      ----------

Balance - December 31, 2003              25,595         (1,095)          1,544             449

     Net Loss                                --             (5)            (89)            (94)
                                     ----------     ----------      ----------      ----------

Balance - December 31, 2004              25,595     $   (1,100)     $    1,455      $      355
                                     ==========     ==========      ==========      ==========
</TABLE>

                       See notes to financial statements.


                                       13
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                 (In Thousands)

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

                                                                       2004           2003
                                                                   ----------     ----------
<S>                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $      (94)    $     (114)
Adjustments to reconcile net loss to net cash used in
  operating activities:
       Income from Local Limited Partnership cash distributions            --             (4)
Changes in assets and liabilities:
       Increase in accrued expenses                                        --              2
                                                                   ----------     ----------

       Net cash used in operating activities                              (94)          (116)
                                                                   ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

       Distributions received from Local Limited Partnerships              --              4
                                                                   ----------     ----------

       Cash provided by investing activities                               --              4
                                                                   ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

       Distributions to partners                                           --            (24)
                                                                   ----------     ----------

       Cash used in financing activities                                   --            (24)
                                                                   ----------     ----------

       Net decrease in cash and cash equivalents                          (94)          (136)

Cash and cash equivalents, Beginning of Year                              462            598
                                                                   ----------     ----------

Cash and cash equivalents, End of Year                             $      368     $      462
                                                                   ==========     ==========
</TABLE>

                       See notes to financial statements.


                                       14
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

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,
      2004, 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, 2004 and
      2003 there were 25,595 limited partnership units issued and outstanding.

      The managing general partner (the "Managing General Partner") of the
      Partnership is One Winthrop Properties, Inc.

      Cash and Cash Equivalents

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

      Use of Estimates

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

      Investments in Local Limited Partnerships

      The Partnership accounts for its investment in each Local Limited
      Partnership using the equity method. Under the equity method of
      accounting, the investment cost is subsequently adjusted by the
      Partnership's share of the Local Limited Partnership's results of
      operations and by distributions received. Equity in the loss of Local
      Limited Partnerships is not recognized to the extent that the investment
      balance would become negative since the Partnership is not obligated to
      advance funds to the Local Limited Partnerships.


                                       15
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

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

      Net Loss Per Limited Partnership Unit

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

      Income Taxes

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

      Concentration of Credit Risk

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

      Segment Reporting

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

2. ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS

      In accordance with the partnership agreement, profits and losses not
      arising from (i) a sale or refinancing; and (ii) cash available for
      distribution from operations, are allocated 5% to the general partners and
      95% to the limited partners. Gains and distributions of proceeds arising
      from a sale or refinancing are allocated first to the limited partners to
      the extent of their Adjusted Capital Contribution (as defined) and then,
      in accordance with the partnership agreement. The general partner,
      however, is allocated at least 1% of the gain. Losses from a sale or
      refinancing are allocated 1% to the general partners and 99% to the
      limited partners. If there are no sale proceeds, gains from a sale are
      allocated 5% to the general partners and 95% to the limited partners.


                                       16
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

3. TRANSACTIONS WITH RELATED PARTIES

      The Managing General Partner and certain of its affiliates have a Services
      Agreement with Coordinated Services of Valdosta, LLC ("Coordinated
      Services") pursuant to which Coordinated Services provides asset
      management and investor services to the Partnership and certain affiliated
      partnerships. As a result of this agreement, Coordinated Services has the
      right to direct the day to day affairs of the Partnership. Coordinated
      Services is not permitted, however, without the consent of the Managing
      General Partner, or as otherwise required under the terms of the
      partnership agreement to, among other things, cause the Partnership to
      consent to a sale of an asset or cause the Partnership to file for
      bankruptcy. Coordinated Services is entitled to a management fee for these
      services equal to 10% of the Partnership's share of cash distributions
      from the Local Limited Partnerships, not to exceed one half of 1% of the
      sum of (a) the amount of the Partnership's aggregate total investment in
      all Local Limited Partnerships, plus (b) the Partnership's allocable share
      of all liens and mortgages secured by the projects of all Local Limited
      Partnerships. Coordinated Services, which is a related party for financial
      reporting purposes only, did not earn any management fees for the years
      ended December 31, 2004 and December 31, 2003.

      4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

      As of December 31, 2004, the Partnership has Limited Partnership equity
      interests in three Local Limited Partnerships each owning one apartment
      complex. Such interests are summarized as follows:

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

      The above Local Limited Partnerships have outstanding mortgages totaling
      $10,442,000, which are secured by the Local Limited Partnerships' real
      property, security interests, liens and endorsements common to first
      mortgage loans.

      During 2004 and 2003, the Partnership made no additional investments in
      the Local Limited Partnerships. As of December 31, 2004, 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


                                       17
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued)

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

                                                               DECEMBER 31,
                                                          ---------------------
                                                            2004         2003
                                                          --------     --------
ASSETS

Real estate, at cost:
   Land                                                   $    440     $    440
   Buildings, net of accumulated depreciation
      of $11,279 and $10,813 in 2004
      and 2003, respectively                                 1,206        1,672
   Cash and cash equivalents                                   103          136
   Other assets and deferred costs, net of
      accumulated amortization of $ 538 and
      $523 in 2004 and 2003, respectively                      488          523
                                                          --------     --------

   Total Assets                                           $  2,237     $  2,771
                                                          ========     ========

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Notes payable                                          $    336     $    336
   Mortgage notes payable                                   10,442       10,752
   Accounts payable and accrued expenses                       533          424
                                                          --------     --------

   Total Liabilities                                        11,311       11,512
                                                          --------     --------

Partners' Deficit:
   Winthrop Residential Associates I                        (6,079)      (5,781)
   Other partners                                           (2,995)      (2,960)
                                                          --------     --------

                                                            (9,074)      (8,741)
                                                          --------     --------

Total Liabilities and Partners' Deficit                   $  2,237     $  2,771
                                                          ========     ========


                                       18
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

4. INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS (Continued)

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

                                                                DECEMBER 31,
                                                           --------------------
                                                             2004         2003
                                                           -------      -------
Income:
   Rental income                                           $ 2,559      $ 2,601
   Other income                                                 51           85
                                                           -------      -------

      Total income                                           2,610        2,686
                                                           -------      -------

Expenses:
   Interest                                                    770          791
   Depreciation and amortization                               475          482
   Taxes and insurance                                         372          387
   Other operating expenses                                  1,322        1,317
                                                           -------      -------

      Total expenses                                         2,939        2,977
                                                           -------      -------

Net loss                                                   $  (329)     $  (291)
                                                           =======      =======

Net loss allocated to Winthrop Residential Associates I    $  (298)     $  (231)
                                                           =======      =======

Net loss allocated to other partners                       $   (31)     $   (60)
                                                           =======      =======


                                       19
<PAGE>

            WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (Continued)

5. TAXABLE (LOSS) INCOME

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

<TABLE>
<CAPTION>
                                                                         2004      2003
                                                                         -----     -----
<S>                                                                      <C>       <C>
      Net loss for financial reporting purposes                          $ (94)    $(114)

            Differences in equity in Local Limited Partnerships'
            income/loss for financial reporting and tax reporting
            purposes                                                        72       123

            Income from Local Limited Partnerships
             cash distributions                                             --        (4)
                                                                         -----     -----

      Taxable (loss) income                                              $ (22)    $   5
                                                                         =====     =====
</TABLE>


                                       20
<PAGE>

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

      There were no disagreements with Imowitz Koenig & Co., LLP regarding the
2004 or 2003 audits of the Partnership's financial statements.

Item 8A. Controls and Procedures.

      As of the end of the period covered by this annual report on Form 10-KSB,
an evaluation was carried out under the supervision and with the participation
of the General Partner's management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the Registrant's disclosure
controls and procedures (as such term is defined in Rule 13a-15 (e) under the
Securities Exchange Act of 1934). Based on that evaluation, the General
Partner's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Registrant's disclosure controls and
procedures were effective as of the end of the period covered by this report. In
addition, no change in our internal control over financial reporting (as defined
in Rule 13a- 15 (f) under the Securities Exchange Act of 1934) occurred during
the fourth quarter of our fiscal year ended December 31, 2004 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

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

Item 8B. Other Information.

      None.


                                       21
<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, 2005, the names of the directors and executive
officers of the Managing General Partner and the position held by each of them,
are as follows:

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

Thomas C. Staples                 Chief Financial Officer                                           1-99

Peter Braverman                   Executive Vice President and Director                             1-96

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

      Mr. Ashner, age 52, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership and its affiliates ("WFA"), since
January 1996. Mr. Ashner is also the Chief Executive Officer of Newkirk MLP
Corp., the manager of the general partner of The Newkirk Master Limited
Partnership ("Newkirk") as well as the Chief Executive Officer of First Union
Real Estate Equity and Mortgage Investments ("First Union"), a real estate
investment trust listed on the New York Stock Exchange. Mr. Ashner also
currently serves on the Boards of Directors of the following publicly traded
companies: GB Holdings Inc. and Atlantic Entertainment Holdings, Inc., hotel and
casino operators, First Union and NBTY Inc., a manufacturer, marketer and
retailer of nutritional supplements.

      Mr. Braverman, age 53, has been the Executive Vice President of WFA since
January 1996. Mr. Braverman is also the Executive Vice President of Newkirk and
the President of First Union. Mr. Braverman also currently serves on the Board
of Directors of First Union.

      Ms. Tiffany, age 38, has been the Chief Operating Officer of WFA since
December 1997. Ms. Tiffany is also the Chief Operating Officer and Secretary of
Newkirk and First Union.

      Mr. Staples, age 49, has been has been with WFA since 1995 and has served
as its Chief Financial Officer since January 1999. Mr. Staples also serves as
the Chief Financial Officer of First Union and Newkirk. Mr. Staples is a
certified public accountant.

      One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of a number of limited
partnerships which either have a class of securities registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934, or are subject to the
reporting requirements of Section 15(d) of such Act.


                                       22
<PAGE>

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

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

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

      Mary T. Johnson is the Manager of Coordinated Services. Ms. Johnson is
also Executive Vice President of Dewar Realty, Inc. and Dewar Properties, Inc.
Ms. Johnson is a graduate of Valdosta State University and is a licensed Georgia
Real Estate Broker. Ms. Johnson has over 20 years of experience in property
management, asset management, investor services, and development of apartment
and assisted living properties. Ms. Johnson is currently responsible for the
asset management of over 150 investor partnerships and property management of
over 50 apartment communities.

      James L. Dewar, Jr. is the founder of Dewar Realty, Inc. and Dewar
Properties, Inc. Mr. Dewar is a graduate of the University of Georgia and is a
licensed Georgia Real Estate Broker. Mr. Dewar has 32 years experience in real
estate construction, property management and 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.")


                                       23
<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 1, 2005. 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, 2005 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 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, 2004 and 2003.


                                       24
<PAGE>

Item 13. 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.

Item 14. Principal Accounting Fees and Services

      The Managing General Partner has reappointed Imowitz, Koenig & Co., LLP as
independent auditors to audit the financial statements of the Partnership for
2005.

      Audit Fees. Imowitz, Koenig & Co., LLP billed the Partnership for audit
fees of approximately $16,000 and $19,000 for the years ended December 31, 2004
and 2003, respectively.

      Audit Related Fees. Imowitz, Koenig & Co., LLP did not provide any audit
related fees services to the Partnership for the years ended December 31, 2004
and 2003.

      Tax Fees. Imowitz, Koenig & Co., LLP billed the Partnership for tax
services of approximately $13,000 and $15,000 for the years ended December 31,
2004 and 2003, respectively.

      Other Fees. Imowitz, Koenig & Co., LLP did not provide any other services
to the Partnership for which the Partnership was billed during the years ended
December 31, 2004 and 2003.


                                       25
<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
November, 2005.

                                            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       November 28, 2005
---------------------            and Director
Michael L. Ashner


/s/ Thomas Staples               Chief Financial Officer       November 28, 2005
------------------
Thomas Staples


                                       26
<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).

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

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

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

99.2  Independent Auditor's Report                                           *

99.3  Independent Auditor's Report                                           *

99.4  Independent Auditor's Report                                           *

* filed herewith


                                    27