WINTHROP INTERIM PARTNERS I LIMITED PARTNERSHIP
10-Q, 1995-11-14
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-Q
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended September 30, 1995    Commission File Number 0-11549



               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP



              Maryland                       04-2787751
(State or other jurisdiction of     (I.R.S. Employer Identification
incorporation or organization)                   No.)



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


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



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 month (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
<PAGE>



                         PART I - FINANCIAL INFORMATION

               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                              (UNAUDITED) (NOTE 1)

<TABLE>
                                                            Three Months Ended                   Nine Months Ended
                                                              September 30,                       September 30,
                                                           ---------------------              -----------------
                                                             1995             1994              1995              1994
                                                           --------         --------          --------          ------

<S>                                                        <C>              <C>               <C>               <C>
Interest income .....................................      $   -            $  -              $   -             $
                                                           --------         -------           --------          -

Expenses:
  General and administrative.........................           110            -                15,138            15,616
                                                           --------         -------           --------          --------

                                                                110            -                15,138            15,616
                                                           --------         -------           --------          --------

Net loss.............................................      $   (110)        $  -              $(15,138)         $(15,616)
                                                           ========         =======           ========          ======== 



Net loss allocated to General Partners                     $   (  1)        $  -              $   (151)         $   (156)
                                                           ========         =======           ========          ======== 


Net loss allocated to Limited Partners                     $   (109)        $  -              $(14,987)         $(15,460)
                                                           ========         =======           ========          ======== 


Net loss per Unit of Limited
   Partnership Interest..............................      $  (.01)         $  -              $   (.15)         $   (.15)
                                                           ========         =======           ========          ======== 
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>





               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                    SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
                                    (NOTE 1)

<TABLE>

                                     ASSETS

                                                                      September 30,        December 31,
                                                                         1995                 1994
                                                                      (Unaudited)           (Audited)

<S>                                                                   <C>                  <C>              
Cash..........................................................        $        17          $        17
                                                                      -----------          -----------
                                                                      $        17          $        17
                                                                      ===========          ===========


                       LIABILITIES AND PARTNERS' CAPITAL


Loans payable to affiliate                                                182,970              167,832
                                                                      -----------          -----------
                                                                          182,970              167,832
                                                                      -----------          -----------


Partners' Capital:
   Limited Partners
   Units of Limited Partnership Interest;
   authorized, issued and outstanding -
   100,010....................................................         (2,699,577)          (2,684,590)
   General Partners...........................................          2,516,624            2,516,775
                                                                      -----------          -----------
                                                                         (182,953)            (167,815)
                                                                      -----------          ----------- 
                                                                      $        17          $        17
                                                                      ===========          ===========
</TABLE>


  The accompanying notes are an integral part of these financial statements.


<PAGE>





               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                              (UNAUDITED) (NOTE 1)
<TABLE>


                                                                                    1995                   1994
                                                                                  --------               ------

<S>                                                                                <C>                     <C>               
Cash flows from operating activities:
   Net loss.................................................................       $(15,138)               $(15,616)
      Adjustments to reconcile net loss to net cash
       used by operating activities:
          Changes in assets and liabilities:
          Increase in loans payable to affiliate.............................        15,138                  15,616
                                                                                   --------                --------

   Net cash provided (used) by operating activities..........................             0                       0
                                                                                  ---------                --------

Net (decrease) increase in cash during the period............................             0                       0
Cash, beginning of the period................................................            17                      17
                                                                                   --------                --------
Cash, end of the period......................................................      $     17                $     17
                                                                                   ========                ========
</TABLE>

  The accompanying notes are an integral part of these financial statements.


<PAGE>

               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                              (UNAUDITED) (NOTE 1)

<TABLE>

                                                        UNITS OF
                                                        LIMITED           GENERAL          LIMITED
                                                        PARTNERSHIP       PARTNERS'        PARTNERS'          TOTAL
                                                        INTEREST          CAPITAL          CAPITAL            CAPITAL


<S>                                                           <C>           <C>                <C>                 <C>
Balance December 31, 1994...............................      99,990        $2,516,775         $(2,684,590)        $ (167,815)
Net loss................................................                          (151)            (14,987)           (15,138)
                                                            --------        -----------        -----------         ---------- 
Balance, September 30, 1995.............................      99,990        $2,516,624         $(2,699,577)        $ (182,953)
                                                             =======        ===========        ===========         ========== 


Balance December 31, 1993...............................      99,990        $2,516,921         $(2,670,194)        $ (153,273)
Net loss................................................                          (156)            (15,460)           (15,616)
                                                             -------        -----------        -----------         ---------- 
Balance, September 30, 1994.............................      99,990        $2,516,765         $(2,685,654)        $ (168,889)
                                                             =======        ===========        ===========         ========== 
</TABLE>


  The accompanying notes are an integral part of these financial statements.

<PAGE>




               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                       NOTES TO FINANCIAL STATEMENTS
                            SEPTEMBER 30, 1995
                            (UNAUDITED)



1.              ACCOUNTING AND FINANCIAL REPORTING POLICIES

                The condensed  financial  statements  included  herein have been
                prepared by the Registrant, without audit, pursuant to the rules
                and regulations of the Securities and Exchange  Commission.  The
                Registrant's  accounting and financial reporting policies are in
                conformity  with generally  accepted  accounting  principles and
                include adjustments in interim periods considered  necessary for
                a  fair  presentation  of the  results  of  operations.  Certain
                information  and  footnote   disclosures  normally  included  in
                financial  statements  prepared  in  accordance  with  generally
                accepted  accounting  principles  have been condensed or omitted
                pursuant to such rules and  regulations.  It is  suggested  that
                these condensed financial statements be read in conjunction with
                the financial  statements and the notes thereto  included in the
                Registrant's latest annual report on Form 10-K.

                The accompanying financial statements reflect the Fund's results
                of  operations  for an interim  period  and are not  necessarily
                indicative  of the  results of  operations  for the year  ending
                December 31, 1995.


2.              TAXABLE LOSS

                The Fund's taxable loss for 1995 is expected to differ from that
                for financial  reporting purposes due to accounting  differences
                in the recognition of the Syndicating  Partnerships'  results of
                operations.

<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Financial  Condition:  The Fund  currently  holds  interests in four  Syndicated
Partnerships  which own eight  commercial  properties and one mixed use property
(residential and commercial).

Given the  financial  problems of the  properties,  the Fund has written off its
investments in all of the Syndicated Properties.

The Fund  currently  does not  possess  sufficient  working  capital  to pay its
operating  expenses,  which consist of  administrative  and reporting costs. The
Fund is paying its expenses by  borrowing  money from  General  Partners.  These
loans,  which  totalled  $182,970 as of  September  30, 1995 and  $167,832 as of
December 31, 1994, are  non-interest  bearing and repayable out of any available
cash  before  making  distributions  to the Fund's  Limited  Partners.  The Fund
anticipates  that it will continue to borrow money from the General  Partners to
pay expenses until the Fund is liquidated.


Results of Operations for the First Nine Months of 1995:  The operating  results
of the Fund  were  essentially  the same for the  first  nine  months of 1995 as
compared to the same period of 1994.  The Fund generated no revenue in the first
nine months of 1995 and 1994 and incurred  operating expenses of $15,138 in 1995
and $15,616 in 1994. The expenses incurred in the first nine months of each year
consisted  of audit,  printing  and mailing  costs.  These costs  should  remain
relatively constant from year to year.

The  Fund's  operating  results  were  not  impacted  by any  activities  of the
Syndicated  Partnerships  because these investments have previously been written
off.

<PAGE>





                                              PART II - OTHER INFORMATION


All items are inapplicable.


                                                       SIGNATURE


Pursuant  to the  requirements  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
                                 (Registrant)


                       By:  TWO WINTHROP PROPERTIES, INC.
                            Managing General Partner



                       By: /s/ Anthony R. Page
                               Anthony R. Page
                               Chief Financial Officer





                        By: /s/ Richard J. McCready
                                Richard J. McCready
                                Chief Operating Officer



DATED:      November 14, 1995

<PAGE>


<TABLE>
                                   WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                                               SUPPLEMENTARY INFORMATION
                          REQUIRED PURSUANT TO SECTION 9.4 OF THE FUND'S PARTNERSHIP AGREEMENT
                                                   SEPTEMBER 30, 1995
                                                      (UNAUDITED)


1.    Statement of Cash Available for Distribution for the nine months ended
      September 30, 1995:


<S>                                                                                               <C>
      Net loss...........................................................................         $(15,138)

      Add:      Amounts withdrawn by the Fund from reserves or paid
                by loans from affiliates.................................................           15,138
                                                                                                  --------

      Cash Available for Distribution....................................................         $   -
</TABLE>

All other information required pursuant to section 9.4 of the Fund's Partnership
Agreement is set forth in the attached Report on Form 10-Q or Fund Report.

<PAGE>

<TABLE> <S> <C>

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from unaudited financial statements for the
    period ending September 30, 1995 and is qualified
    in its entirety by reference to such financial statements
    </LEGEND>
    <CIK>                                                 0000718535
    <NAME>                                  Winthrop Interim Partners
    <MULTIPLIER>                                                   1
    <CURRENCY>                                          U.S. Dollars
           
    <S>                                               <C>
    <PERIOD-TYPE>                                     9-MOS
    <FISCAL-YEAR-END>                                    DEC-31-1995
    <PERIOD-START>                                       JAN-01-1995
    <PERIOD-END>                                         SEP-30-1995
    <EXCHANGE-RATE>                                          1.00000
    <CASH>                                                        17
    <SECURITIES>                                                   0
    <RECEIVABLES>                                                  0
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                              17
    <PP&E>                                                         0
    <DEPRECIATION>                                                 0
    <TOTAL-ASSETS>                                                17
    <CURRENT-LIABILITIES>                                          0
    <BONDS>                                                        0
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                              (182,953)
    <TOTAL-LIABILITY-AND-EQUITY>                                  17
    <SALES>                                                        0
    <TOTAL-REVENUES>                                               0
    <CGS>                                                          0
    <TOTAL-COSTS>                                                  0
    <OTHER-EXPENSES>                                          15,138
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                             0
    <INCOME-PRETAX>                                          (15,138)
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                      (15,138)
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                             (15,138)
    <EPS-PRIMARY>                                              (0.15)
    <EPS-DILUTED>                                              0.000
            

    
</TABLE>


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