<PAGE>

                  SECURITIES AND EXCHANGE COMMISSION

                         Washington, DC 20549

                              FORM 10-KSB

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

                                                          Commission File
For the fiscal year ended December 31, 1996               Number  2-83272

          WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
   (Exact name of small business issuer as specified in its charter)

       Maryland                                                04-2787751
(State of organization)                                (I.R.S. Employer I.D No.)

One International Place, Boston, Massachusetts                    02110
(Address of principal executive offices)                       (Zip  Code)

Registrant's telephone number including area code: (617) 330-8600

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

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 $0.00.

No market exists for limited partnership units of the Registrant, and,
therefore, no aggregate market value can be determined.

<PAGE>

                  DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-KSB

In Which Document is
Incorporated                               Document
------------                               --------
Part I                                     Prospectus of Registrant dated
                                           July 11, 1983, and thereafter
                                           supplemented (the "Prospectus").


Transitional Small Business Disclosure Format:  Yes ___  No  X


<PAGE>

                                PART I

Item 1.  Business.

         Winthrop Interim Partners I, A Limited Partnership (the "Registrant"),
was organized under the Revised Uniform Limited Partnership Act of the State of
Maryland on April 14, 1983, for the purpose of investing in general
partnerships, limited partnerships and joint ventures (the "Syndicating
Partnerships") which own real estate and other property.

         The General Partners of the Registrant are Two Winthrop Properties,
Inc., a Massachusetts corporation ("Two Winthrop" or the "Managing General
Partner"), and Linnaeus-Phoenix Associates Limited Partnership, a Massachusetts
limited partnership ("Linnaeus-Phoenix"). Two Winthrop is the managing general
partner of the Registrant.

         The Registrant was initially capitalized with contributions totaling
$2,000 from its two general partners and with a contribution of $5,000 from the
Registrant's initial limited partner, WFC Realty Co., Inc. ("WFC"), a
wholly-owned subsidiary of First Winthrop Corporation.

         On April 22, 1983, the Registrant filed a Registration Statement on
Form S-11 (the "Registration Statement") with the Securities and Exchange
Commission in connection with a public offering of 100,000 units of limited
partnership interest (the "Units") at a purchase price of $500 per Unit. The
Registration Statement was declared effective on June 23, 1983, and the offering
commenced shortly thereafter. The offering terminated in January 1984, at which
time subscriptions had been received for all 100,000 Units, representing gross
capital contributions of $50,000,000.

         The only business of the Registrant was investing in Syndicating
Partnerships. The investment objectives and policies of the Registrant are
described at pages 17-21 of the Prospectus under the caption "Investment
Objectives and Policies," which description is incorporated herein by this
reference. The Prospectus was previously filed with the Commission pursuant to
Rule 424(b). The Registrant's business is currently limited to holding and
monitoring its investments in the Syndicating Partnerships. The Registrant will
not make any further investments.


<PAGE>

         During 1983 and 1984, the Registrant invested in six Syndicating
Partnerships by making capital contributions of $2,904,000. Also during this
period, the Registrant pledged approximately $46,000,000 as collateral to secure
loans and letters of credit obtained by the Syndicating Partnerships totaling
approximately $130,000,000. As of September 24, 1984, all such loans, letters of
credit and guarantees had been repaid or released and the Registrant's
collateral had been returned. On September 24, 1984, the Registrant, in
accordance with its original business plan, distributed $50,000,000 to its
limited partners ("Limited Partners"), an amount equal to their original capital
contributions. In order to accomplish this distribution, and to distribute to
the General Partners their allocable share of Cash Available for Distribution
(as defined in the partnership agreement for the Registrant), the General
Partners contributed approximately $3,000,000 to the capital of the Registrant.

         As of December 31, 1996, the Registrant retained interests in four
Syndicating Partnerships. Two of the Syndicating Partnerships, RC Commercial and
RC Apartments, own interests in a single mixed-use building referred to as
"River City". The other two Syndicating Partnerships own interests in office
buildings referred to as "One Financial Place" and "Nineteen New York
Properties", respectively.

Employees

         The Registrant does not have any employees. Services are performed for
the Registrant by the General Partners and agents retained by it.

Change in Control.

         Two 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, a Maryland limited
partnership ("WFA").

         Until December 22, 1994, Mr. Arthur J. Halleran,  Jr. was the sole
general partner of Linnaeus  Associates Limited  Partnership ("Linnaeus")
which is the sole general partner of WFA. On December 22, 1994,  pursuant to
an Investment Agreement entered into among Nomura Asset Capital Corporation
("NACC"),  Mr. Halleran and certain other individuals  who  comprised the
senior

<PAGE>

management  of WFA,  the general  partnership  interest  in Linnaeus
was transferred to W.L. Realty,  L.P. ("W.L.  Realty").  W.L. Realty is
a Delaware  limited  partnership,  the general partner of which was,
until July 18, 1995,  A.I.  Realty  Company,  LLC  ("Realtyco").  The
equity  securities  of Realtyco were held by certain employees of NACC.

         On July 18, 1995 Londonderry Acquisition II Limited Partnership, a
Delaware limited partnership ("Londonderry II"), an affiliate of Apollo Real
Estate Advisors, L.P. ("Apollo"), acquired, among other things, Realtyco's
general partner interest in W.L. Realty and a sixty four percent (64%) limited
partnership interest in W.L. Realty. WFA owns the remaining thirty five percent
(35%) limited partnership interest in W.L. Realty.


         As a result of the foregoing acquisitions, Londonderry II is the sole
general partner of W.L. Realty which is the sole general partner of Linnaeus,
which in turn is the sole general partner of WFA. As a result of the foregoing,
effective July 18, 1995, Londonderry II became the controlling entity of the
General Partners. In connection with the transfer of control, the officers and
directors of WFA 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."

         Until July 18, 1995, the general partners of Linnaeus-Phoenix were Mr.
Halleran and Jonathan W. Wexler, former directors, officers and employees of
WFA. Former employees of First Winthrop and WFA are the limited partners of
Linnaeus-Phoenix. On July 18, 1995, the general partnership interest was
transferred to WFA.

Item 2.  Description of Property.

         Other than the investments in Syndicating Partnerships set forth below,
the Registrant does not own any property.


<PAGE>

         The table below describes the properties in which the Registrant
currently, through the respective Syndicating Partnership, retains an ownership
interest.

                                            Registrant Capital
                                            Contribution        Percentage
                                            to Syndicating      Interest
Property              Type of Property      Partnerships        of Registrant(1)
--------              ----------------      ------------        ----------------
One Financial Place   Commercial Office       $  200,000        1.0
                        Building

River City            High Rise Apartments        41,000        1.9
                        and Commercial Office
                        Complex

Nineteen New York     Commercial Office        2,500,000        5.2
  Properties            Properties            ----------

                                               2,741,000
                                              ==========

----------------
(1)   Represents the Registrant's interest in operating profits, losses and cash
      distributions of the Syndicating Partnerships. The Registrant's interest
      in profits, losses, and cash distributions in connection with a sale or
      refinancing of all or part of a property owned by a Syndicating
      Partnership may differ from the percentages set forth in the table above.

         One Financial Place. Registrant owns an interest in One Financial Place

Limited Partnership, a Syndicating Partnership which holds an indirect interest
in One Financial Place Partnership ("OFPP"). OFPP owns and operates a 39-story
office building in Chicago, Illinois. Due to declining market conditions
resulting in lease renewals at rates insufficient to satisfy its debt service,
OFPP filed a "pre-packaged" bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code on November 28, 1994. The Plan was approved on January 31, 1995,
and provides for, among other matters, an extension of the first mortgage loan
until October 1998. The restructuring should permit OFPP to retain ownership of
its property through 1998 to possibly benefit from any recovery of the local
real estate market, if one should occur. However, given the level of debt
encumbering the property, it is likely that OFPP will not realize any proceeds
from the disposition of its property, whether by sale or mortgage foreclosure.
Therefore, the Registrant presently carries the interest at a net realizable
value of zero.

         River City. The River City property is owned by two Syndicating
Partnerships in which the Registrant has invested. The Registrant has retained a
1.4% and .5% interest in RC

<PAGE>

Commercial Limited Partnership and RC Apartments Limited Partnership,
respectively.

         The River City property conducted operations under a provisional
workout arrangement with The Department of Housing and Urban Development ("HUD")
since 1987 when the property first became in default under its mortgage loan
obligations with HUD. In December 1996, HUD sold the mortgage loan at public
action. The successful bidder for the mortgage loan was an affiliate of the
Managing General Partner, who purchased the loan to forestall foreclosure
proceedings while efforts were made to restructure the debt. However, given the
level of debt encumbering the properties (approximately $90mm) versus its
current appraised value (approximately $40-42mm), it is unlikely the Syndicating
Partnerships will be able to restructure its debt or realize any proceeds from
the disposition of the properties. Therefore, the Registrant presently carries
the interest at a net realizable value of zero.

         19NY. The Registrant owns an interest in 1626 New York Associates
Limited Partnership ("1626"), a Syndicating Partnership which holds an interest
in Nineteen New York Properties ("19NY"). 19NY originally acquired 19 commercial
properties in 1984. As of December 31, 1995, 19NY owned seven properties.

         In February 1996, 19NY restructured the mortgage loans on four
commercial properties, and conveyed one other property to its mortgage lender in
consideration for the release of a mortgage loan held by that lender on another
property. The mortgage loans on the four commercial properties now mature in
February 1998, with the mortgage loans on the remaining two properties maturing
in December 1997, with a possible four year extension provided certain
conditions are met. The restructing of the mortgage loans should permit 19NY to
retain ownership of its properties to possibly benefit from any recovery of the
New York office building market, should one occur. However, given the level of
debt encumbering the properties, it is likely 19NY will not realize any proceeds
from the disposition of its properties, whether by sale or through mortgage
foreclosure. Therefore, the Registrant presently carries the interest at a net

realizable value of zero.

         More complete descriptions of One Financial Place, River City and
Nineteen New York Properties and the terms of the

<PAGE>

Registrant's investment in the related Syndicating Partnerships are set
forth at pages 2-41 of the Supplement to the Prospectus dated December
27, 1983, which descriptions are incorporated by reference herein. The
Supplement to the Prospectus was filed with the Commission as part of
Post-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form S-11 (Registration No. 2-83272). The descriptions
contained in the Supplement are incorporated by this reference herein.

Item 3.  Legal Proceedings.

         There are no material pending legal proceedings to which the Registrant
is a party or of which any of its property is subject.

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.

<PAGE>

                                PART II

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

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

         As of March 15, 1997, there were 1,745 holders of 99,805
outstanding Units of record.

         For the year ended December 31, 1984, $50,000,000 was distributed to
the Limited Partners; an amount equal to their original capital contributions.
There were no cash distributions paid or accrued for the years ended December
31, 1985 through 1996. See "Item 6 Management's Discussion and Analysis or Plan
of Operation," for information relating to the Registrant's ability to make
future distributions.

<PAGE>

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

         The Registrant's business is currently limited to holding and
monitoring its investments in the Syndicating Partnerships. The Registrant will
not make any further investments.


         The Registrant requires cash to pay operating expenses associated with
reporting to its Limited Partners, including audit, printing and mailing costs.
The General Partners have been making loans to the Registrant sufficient to pay
these expenses and are expected to do so in future years to the extent that the
Registrant does not receive cash flow from the Syndicating Partnerships
sufficient to meet such cash requirements. However, there is no requirement
under the Registrant's partnership agreement for the General Partners to
continue to fund operating deficits. To date, the General Partners have advanced
$198,345 to the Registrant, of which $15,370 was advanced in 1996. These loans
are non-interest bearing and are to be repaid out of cash distributions, if any,
which the Registrant receives from the Syndicating Partnership. The loans are to
be repaid prior to the Registrant making any cash distributions to its Limited
Partners.

         The results of operations in 1996 did not differ significantly from
those in 1995. It is expected that the Registrant's results of operations in
future years will be similar to those in 1996. Due to continued operating
deficits and the general market conditions affecting the assets of the
Syndicating Partnerships, the Registrant determined it was necessary to write
down to zero its investment in RC Commercial and RC Apartments in 1989, 1626 in
1990, and One Financial Place in 1991.

         It is not anticipated that the Registrant will receive cash
distributions from any of the Syndicating Partnerships in the future. All four
of the Syndicating Partnerships in which the Registrant is currently invested
have incurred severe financial problems due to the deterioration of real estate
markets across the United States.

         In September 1991, the Syndicating Partnership owning One Financial
Place defaulted on its mortgage debt and unsecured loans. Since that date the
Syndicating Partnership attempted to negotiate a restructuring agreement with
its various lenders. In

<PAGE>

January, 1995, a restructuring became effective which, among other
changes, cured the defaults on the Syndicating Partnership's various
secured and unsecured loans, extended the maturity date of its mortgage
loans by three years to October 1, 1998 and reduced its required debt
service payments. Thus, the restructuring should permit the Syndicating
Partnership to retain ownership of One Financial Place through 1998 to
possibly benefit from any recovery of the downtown Chicago office
market, if one should occur.

         The two Syndicating Partnerships owning River City have been in default
on their mortgage debt since June 1987 when the property first became in default
under its mortgage loan obligations with HUD. In December 1996, HUD sold its
mortgage loan at public action. The successful bidder for the mortgage loan was
an affiliate of the Managing General Partner, who purchased the loan to
forestall foreclosure proceedings while efforts were made to restructure the
debt. However, given the level of debt encumbering the properties (approximately
$90mm) versus its current appraised value (approximately $40-42mm), it is
unlikely the Syndicating Partnerships will be able to restructure its debt or
realized any proceeds from the disposition of the properties. Therefore, the

Registrant presently carries the interest at a net realizable value of zero.

         The Syndicating Partnership owning an interest in Nineteen New York
Properties ("19NY") restructured its debt on four properties which substantially
reduced 19NY's current debt service requirements through 1998. As a result of
this modification, the likelihood of a monetary default has been deferred form
1996 to 1998. Consequently, the negative tax consequences associated with a
foreclosure or transfer of the properties could be deferred for up to two years.
In January 1996, 19NY conveyed its interest in the property located at 227 East
45th Street to its mortgage lender.

         As a result of these transactions, 19NY owns six properties as of March
31, 1997. The principal goal of 19NY is to maintain ownership of these
properties so that it can control the timing and terms of sale of its
properties, and possibly recover lost value when and if the New York City office
market experiences a recovery. However, given the level of debt encumbering all
of 19NY's properties, it is likely that 19NY will not realize any proceeds from
the disposition of its properties, whether by sale or through mortgage
foreclosure. The ultimate sale of 19NY's

<PAGE>

properties will cause taxable income to be allocated to the Registrant,
but will not produce a cash distribution to the Registrant.


<PAGE>


Item 7. Financial Statements

                         WINTHROP INTERIM PARTNERS I,
                            A LIMITED PARTNERSHIP

                             Financial Statements

                         Year Ended December 31, 1996

                              Table of Contents


                                                                         Page
                                                                         ----
Independent Auditors' Reports..........................................  F - 2

Financial Statements:

      Balance Sheets at December 31, 1996 and 1995.....................  F - 4

      Statements of Operations for the Years Ended
              December 31, 1996 and 1995...............................  F - 5

      Statement of Partners' Deficit for the Years Ended
              December 31, 1996 and 1995...............................  F - 6


      Statements of Cash Flows for the Years Ended
              December 31, 1996 and 1995...............................  F - 7

      Notes to Financial Statements....................................  F - 8


                                      F - 1



<PAGE>

                          Independent Auditors' Report


To the Partners of
Winthrop Interim Partners I,
   A Limited Partnership:

We have audited the accompanying balance sheet of Winthrop Interim Partners I, A
Limited Partnership (a Maryland limited partnership) (the "Partnership") as of
December 31, 1996 and the related statements of operations, changes in partners'
deficit and cash flows for the year 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winthrop Interim Partners I, A
Limited Partnership, as of December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

                                                   /s/ Imowitz Koenig & Co., LLP



New York, New York
March 12, 1997

                                      F - 2


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Winthrop Interim Partners I, A Limited Partnership:

We have audited the accompanying balance sheets of Winthrop Interim Partners I,
A Limited Partnership (a Maryland limited partnership) as of December 31, 1995
and the related statements of operations, changes in partners' deficit and cash
flows for the year 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 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 provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winthrop Interim Partners I, A
Limited Partnership as of December 31, 1995, the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.

                                                            ARTHUR ANDERSEN LLP

Boston, Massachusetts
March 6, 1996


                                      F - 3


<PAGE>

                         WINTHROP INTERIM PARTNERS I,
                            A LIMITED PARTNERSHIP

                                BALANCE SHEETS

                                                              DECEMBER 31,
                                                     ---------------------------
ASSETS                                                   1996           1995
                                                     -----------    -----------
Cash                                                 $        13    $        13
                                                     -----------    -----------
         Total Assets                                $        13    $        13
                                                     ===========    ===========

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:

Loans payable to affiliates                          $   198,345    $   182,975
                                                     -----------    -----------
         Total liabilities                               198,345        182,975
                                                     -----------    -----------
Partners' Deficit:

     Limited partners deficit -
         $500 stated value per unit - authorized,
             issued and outstanding - 99,990
                units as of December 31, 1996
                and 1995, respectively.               (2,714,802)    (2,699,586)
     General partners' capital                         2,516,470      2,516,624
                                                     -----------    -----------
         Total partners' deficit                        (198,332)      (182,962)
                                                     -----------    -----------
         Total liabilities and partners' deficit     $        13    $        13
                                                     ===========    ===========


                      See notes to financial statements.

                                    F - 4


<PAGE>

                         WINTHROP INTERIM PARTNERS I,
                            A LIMITED PARTNERSHIP

                           STATEMENTS OF OPERATIONS

                                                    YEARS ENDED DECEMBER 31,
                                                    ------------------------
                                                       1996        1995
                                                     -------     --------
Expenses:

    General and administrative                       $ 15,370    $ 15,147
                                                     --------    --------
         Total expenses                                15,370      15,147
                                                     --------    --------
         Net loss                                    $(15,370)   $(15,147)
                                                     ========    ========

Net Loss Allocated:

    General Partners                                 $   (154)   $   (151)
                                                     ========    ========
    Limited Partners                                 $(15,216)   $(14,996)
                                                     ========    ========
Net loss per unit of limited partnership interest    $  (0.15)   $  (0.15)
                                                     ========    ========

                      See notes to financial statements.

                                    F - 5


<PAGE>

                         WINTHROP INTERIM PARTNERS I,
                            A LIMITED PARTNERSHIP

                       STATEMENTS OF PARTNERS' DEFICIT

                    YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                  Units of
                                  Limited       General        Limited         Total
                                Partnership    Partner's      Partners'      Partners'
                                  Interest      capital       (deficit)      (deficit)
                                -----------    ---------      ---------      ---------
<S>                             <C>          <C>            <C>              <C>
Balance - December 31, 1994          99,990  $ 2,516,775    $(2,684,590)      (167,815)

Net loss                               --           (151)       (14,996)       (15,147)
                                -----------  -----------    -----------    -----------

Balance - December 31, 1995          99,990    2,516,624     (2,699,586)      (182,962)

Net loss                                            (154)       (15,216)       (15,370)
                                -----------  -----------    -----------    -----------

Balance - December 31, 1996          99,990  $ 2,516,470    $(2,714,802)   $  (198,332)
                                ===========  ===========    ===========    ===========
</TABLE>


                      See notes to financial statements.

                                    F - 6


<PAGE>
                         WINTHROP INTERIM PARTNERS I,
                            A LIMITED PARTNERSHIP

                           STATEMENTS OF CASH FLOWS


                                                   YEARS ENDED DECEMBER 31,
                                                 --------------------------
                                                     1996          1995
                                                 -----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                         $  (15,370)    $  (15,147)
                                                 ----------     ----------
        Cash used in operating activities           (15,370)       (15,147)
                                                 ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Increase in loans payable                            15,370         15,143
                                                 ----------     ----------

        Cash provided by financing activities        15,370         15,143
                                                 ----------     ----------

Decrease in cash                                          -             (4)

Cash at Beginning of Year                                13             17
                                                 ----------     ----------

Cash at End of Year                              $       13     $       13
                                                 ==========     ===========


                      See notes to financial statements.

                                    F - 7


<PAGE>

                         WINTHROP INTERIM PARTNERS I,
                            A LIMITED PARTNERSHIP

                        NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1996 AND 1995

NOTE 1 -      ORGANIZATION

              Winthrop Interim Partners I, A Limited Partnership (the
              "Partnership") was organized on April 14, 1983 under the Revised
              Uniform Limited Partnership Act of the State of Maryland. The
              Partnership will terminate on December 31, 2033 or sooner, in
              accordance with the terms of the Partnership's agreement.

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              Basis of Accounting

              The accompanying financial statements have been prepared on the
              accrual basis of accounting.

              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.

              Investments in Syndicating Partnerships

              The Partnership invested, as a general or limited partner, and
              initially maintained substantial equity interests in six general
              or limited partnerships and joint ventures (the "Syndicating
              Partnerships"), which own real estate or other property. As of
              December 31, 1996 and 1995, the Partnership has interests in four
              Syndicating Partnerships.

              The Partnership accounts for these investments under the cost
              method of accounting. This accounting policy is being followed
              since the Partnership's period of substantial ownership was
              expected to be temporary and the Partnership does not control or
              significantly influence the day-to-day operations of the
              Syndicating Partnerships.

              In general, under the cost method of accounting for investments,
              the investment is recorded at cost, unless a permanent impairment
              in value to less than cost has occurred, in which case the
              carrying value of the investment is reduced. Any distributions are
              recorded as income, to the extent that they are a distribution of
              earnings.

                                    F - 8


<PAGE>

                         WINTHROP INTERIM PARTNERS I,
                            A LIMITED PARTNERSHIP

                        NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1996 AND 1995
                                 (Continued)

NOTE 3 -      TRANSACTIONS WITH RELATED PARTIES

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

              The general partners are entitled to 1% of any profits or losses
              for tax purposes and 1% of cash available for distribution. The
              general partners currently satisfy all the Partnership's cash
              requirements for general and administrative expenses through
              non-interest bearing loans to be repaid out of future cash flows
              from the Syndicating Partnerships. It is not practicable to
              estimate the fair value of these loans because it cannot be
              determined whether financing with similar terms and conditions
              would be available to the Partnership.

              Affiliates of the general partners earned various fees in
              connection with the formation and operations of the Syndicating
              Partnerships. During the liquidation stage of the Partnership, the
              general partners and their affiliates are entitled to receive
              certain distributions, as described in the Partnership agreement.

NOTE 4 -      INVESTMENTS IN SYNDICATING PARTNERSHIPS

              The Partnership invested a total of $2,904,000 and acquired
              initial general or limited partner equity interests ranging from
              75% to 99% in six Syndicating Partnerships. The Syndicating
              Partnership's entered into credit agreements with lending
              institutions to finance their organization and acquisition of
              properties prior to the admission of additional partners (the
              "Additional Partners"). The Partnership guaranteed the credit
              obligations of the Syndicating Partnership and pledged certain
              assets to the lending institutions. Upon admission of the
              Additional Partners, the obligations under the credit agreements
              were repaid and the Partnership's collateral was released.
              Subsequent to the admission of the Additional Partners, the
              Partnership's equity interest in each Syndicating Partnership was
              reduced to less than 6%.

              The Partnership currently accounts for all investments under the
              cost method of accounting. Due to continued operating deficits,
              debt defaults and the general market conditions affecting the
              assets, the Partnership determined it was necessary to write down

              the investment in the four remaining Syndicating Partnerships to
              their net realizable value of zero.

                                    F - 9


<PAGE>

                         WINTHROP INTERIM PARTNERS I,
                            A LIMITED PARTNERSHIP

                        NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1996 AND 1995
                                 (Continued)

NOTE 5 -      RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

              The difference between the accrual method of accounting for income
              tax reporting and the accrual method of accounting used in the
              financial statements is related to the differences in recognition
              of the Partnership's share of the Syndicating Partnerships'
              results of operations. As of December 31, 1996 and 1995 the
              differences are as follows:

                                                       1996           1995
                                                       ----           ----
              Net (loss) - financial statements     $  (15,370)    $  (15,147)

              Equity in Syndicating Partnerships
                tax income (loss)                    2,341,826       (318,001)
                                                    ----------     ----------
              Net income loss - income tax method   $2,326,456     $ (333,148)
                                                    ==========     ==========

                                    F - 10

<PAGE>

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

         Effective September 27, 1996, the Registrant dismissed its prior
Independent Auditors, Arthur Andersen LLP ("Arthur Andersen") and retained as
its new Independent Auditors, Imowitz Koenig & Co., LLP ("Imowitz Koenig").
Arthur Andersen's Independent Auditors' Report on the Registrant's financial
statements for calendar years ended December 31, 1995 and 1994, did not contain
an adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles. The decision
to change Independent Auditors was approved by the Registrant's managing general
partner's directors. During calendar years ended 1994, 1995 and through
September 27, 1996, there were no disagreements between the Registrant and
Arthur Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreements if not
resolved to the satisfaction of Arthur Andersen, would have caused it to make

reference to the subject matter of the disagreements in connection with its
reports.

         Effective September 27, 1996, the Registrant engaged Imowitz Koenig as
its Independent Auditors. The Registrant did not consult Imowitz Koenig
regarding any of the matters or events set forth in Item 304(a)(2) of Regulation
S-B prior to September 27, 1996.

<PAGE>

                               PART III

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

(a)    Identification of Directors and Executive Officers.

       The Registrant has no officers or directors. The Managing General Partner
manages and controls substantially all of the Registrant's affairs and has
general responsibility and ultimate authority in all matters affecting its
business. As of March 1, 1997, 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 a
                                         Director and/or
                                         Officer of the
                                         Managing
Name                  Positions Held     General Partner since
----                  --------------     ---------------------

Michael L. Ashner     Chief Executive    January 1996
                       Officer and
                       Director

Richard J. McCready   Chief Operating    July 1995
                       Officer and
                       President

Jeffrey Furber        Executive Vice     July 1995
                       President
                       and Clerk

Edward Williams       Chief Financial    April 1996
                       Officer,
                       Vice President
                       and Treasurer

Peter Braverman       Senior Vice        January 1996
                       President

         Michael L. Ashner, age 45, 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

<PAGE>

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.

         Richard J. McCready,  age 38, is the President and Chief Operating
Officer of WFA and its  subsidiaries. Mr.  McCready  previously  served as a
Managing  Director,  Vice  President  and Clerk of WFA and a Director,  Vice
President and Clerk of the Managing  General  Partner and all other
subsidiaries  of WFA. Mr.  McCready joined the Winthrop organization in 1990.

         Jeffrey Furber, age 37, has been the Executive Vice President of WFA
and the President of Winthrop Management since January 1996. Mr. Furber served
as a Managing Director of WFA from January 1991 to December 1995 and as a Vice
President from June 1984 until December 1990.

         Edward V. Williams, age 56, 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.

         Peter Braverman, age 45, 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.

         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 I, A Limited
Partnership; Winthrop

<PAGE>

Residential Associates II, A Limited Partnership; Winthrop Residential
Associates III, A Limited Partnership; 1626 New York Associates Limited
Partnership; 1999 Broadway Associates Limited Partnership; Indian River
Citrus Investors 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;
Southeastern Income Properties Limited Partnership; Southeastern Income
Properties II Limited Partnership; Winthrop Miami Associates Limited
Partnership and Winthrop Apartment Investors Limited Partnership.

         Each director and officer of the Managing General Partner will hold
office until the next annual meeting of the stockholders of the Managing General
Partner and until his successor is elected and qualified.

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant under Rule 16a-3(e) during the Registrant's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Registrant with respect to its most recent fiscal year, the Registrant is not
aware of any director, officer or beneficial owner of more than ten percent of
the units of limited partnership interest in the Registrant 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.

         (b)      Identification of Certain Significant Employees.  None.

         (c)      Family Relationships.   None.

         (d)      Involvement in Certain Legal Proceedings.  None.

Item 10.  Executive Compensation.

         The Registrant 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 and
directors (See "Item 12, Certain Relationships and Related Transactions").

<PAGE>

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

         (a)      Security Ownership of Certain Beneficial Owners.

                  The General Partners own all the outstanding general
partnership interests. No person or group is known by the Registrant to be the
beneficial owner of more than 5% of the outstanding Units at March 15, 1997.

         (b)      Security Ownership of Management.

                  No executive officer, director or general partner of Two
Winthrop, Linnaeus-Phoenix or WFA own any Units of the Registrant, or has the
right to acquire beneficial ownership of additional Units.

         (c)      Changes in Control.

                  There exists no arrangement known to the Registrant the
operation of which may at a subsequent date result in a change in control of the
Registrant.


Item 12.  Certain Relationships and Related Transactions.

                  As of March 15, 1997, the Registrant has borrowed $198,345
from the General Partners to fund its operating expenses. No interest accrues on
this loan and no imputed interest is calculated for tax or other reporting
purposes. Since the Registrant is a limited partnership, it has no directors or
officers. In addition, the Registrant has had no transactions with individual
officers or directors of the Managing General Partner other than any indirect
interest such officers and directors may have in the compensation paid to the
Managing General Partner, or its affiliates by virtue of (i) their indirect
ownership in WFA, the indirect parent of the Managing General Partner, or (ii)
their partnership interests in Linnaeus-Phoenix

         The Registrant did not pay or accrue for the account of the General
Partners and their affiliates any compensation for the years ended December 31,
1995 and 1996.

<PAGE>

                                PART IV

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

         (a) Exhibits - The exhibits listed in 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:

             No reports on Form 8-K were filed during the last quarter covered
by this report.


<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.

                                      WINTHROP INTERIM PARTNERS I,
                                      A LIMITED PARTNERSHIP

                                      By:  TWO WINTHROP PROPERTIES, INC.,
                                           Managing General Partner

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

                                           Date:  March 28, 1997


         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, 1997
---------------------              Officer and Director
Michael L. Ashner

/s/ Edward Williams                Chief Financial Officer   March 28, 1997
---------------------
Edward Williams



<PAGE>

                           INDEX TO EXHIBITS

Exhibit Number                 Title of Document
--------------                 -----------------
3.  4.                         Agreement and Certificate of Limited
                               Partnership of Winthrop  Interim Partners
                               I, A Limited  Partnership,  dated as of
                               April 14, 1983 (incorporated  herein by
                               reference to the Registrant's
                               Registration Statement on Form S-11, File
                               No. 2-83272).