WINTHROP INTERIM PARTNERS I LIMITED PARTNERSHIP
10QSB, 1996-05-15
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended March 31, 1996     Commission File 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 or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization


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 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

<PAGE>


                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                              (UNAUDITED) (NOTE 1)

<TABLE>

                                                                       Three Months Ended

                                                                             March 31,
                                                                      1996                   1995

<S>                                                                    <C>                   <C>     
Interest Income.............................................           $      0              $      0
                                                                       --------              --------

Expenses:
   General and administrative...............................                 27                   311
                                                                       --------              --------
                                                                             27                   311
                                                                       --------              --------

      Net loss..............................................           $    (27)               $ (311)
                                                                       ========                ======

Net loss allocated to General Partners......................           $      0               $    (3)
                                                                       ========               =======

Net loss allocated to Limited Partners......................           $    (27)               $ (308)
                                                                       ========                ======

Net loss per Unit of Limited Partnership
   Interest.................................................           $   (.00)             $   (.00)
                                                                       ========              ========

</TABLE>


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


<PAGE>




               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                      MARCH 31, 1996 AND DECEMBER 31, 1995
                                    (NOTE 1)



<TABLE>
                                      ASSETS

                                                                    March 31,     December 31,
                                                                      1996                   1995
                                                                (Unaudited)     (Audited)

<S>                                                                    <C>                    <C>        
Cash........................................................           $        13            $        13
                                                                       -----------            -----------
                                                                       $        13            $        13
                                                                       ===========            ===========



                        LIABILITIES AND PARTNERS' CAPITAL

Accounts Payable............................................           $         0            $         0
Loans payable to affiliate..................................               183,002                182,975
                                                                       -----------            -----------
                                                                           183,002                182,975
                                                                       -----------            -----------

Partners' Capital:
   Limited Partners
      Units of Limited Partnership Interest;
      authorized, issued and outstanding -
      100,010...............................................            (2,699,613)            (2,699,586)
   General Partners.........................................             2,516,624              2,516,624
                                                                       -----------            -----------
                                                                          (182,989)              (182,962)
                                                                       -----------              ---------
                                                                       $        13            $        13
                                                                       ===========            ===========

</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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                              (UNAUDITED) (NOTE 1)

<TABLE>

                                                                           1996           1995
                                                                         --------       ------

<S>                                                                           <C>                   <C>      
Cash flows from operating activities:
   Net loss...........................................................        $    (27)             $   (311)
      Adjustments to reconcile net loss to net
       cash used by operating activities:
        Changes in assets and liabilities:
         Increase in accounts payable.................................               0                     0
         Increase in loans payable to affiliate.......................              27                   311
                                                                              --------              --------

           Net cash used by operating activities......................               0                     0
                                                                              --------              --------

Net decrease in cash during the period................................               0                     0

Cash, beginning of the period.........................................              13                    17
                                                                              --------              --------

Cash, end of the period...............................................        $     13              $     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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                              (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, 1995...................     99,990               $2,516,624          $(2,699,586)         $(182,962)

Net loss.............................                                   0                  (27)               (27)
                                         -------               ----------          -----------          ---------

Balance,
 March 31, 1996 .....................     99,990               $2,516,624          $(2,699,613)         $(182,989)
                                         =======               ==========          ===========          =========


Balance,
 December 31, 1994...................     99,990               $2,516,775          $(2,684,590)         $(167,815)

Net loss.............................                                  (3)                (308)              (311)
                                         -------               ----------          -----------          ---------

Balance,
 March 31, 1995......................     99,990                2,516,772           (2,684,898)          (168,126)
                                         =======               ==========          ===========          =========
</TABLE>


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


<PAGE>




               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (UNAUDITED)



1.        ACCOUNTING AND FINANCIAL REPORTING POLICIES

          The condensed financial  statements included herein have been prepared
          by  the  Partnership,   without  audit,  pursuant  to  the  rules  and
          regulations   of  the   Securities   and  Exchange   Commission.   The
          Partnership'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 Partnership's latest annual report on Form 10-K.

          The  accompanying   financial  statements  reflect  the  Partnership's
          results of operations  for an interim  period and are not  necessarily
          indicative of the results of operations  for the year ending  December
          31, 1996.


2.        TAXABLE LOSS

          The  Partnership's  taxable  loss for 1996 is  expected to differ from
          that for financial reporting purposes due to accounting differences in
          the   recognition  of  the   Syndicating   Partnerships'   results  of
          operations.


3.        CASH AVAILABLE FOR DISTRIBUTION

          Statement  of Cash  Available  for  Distribution  for the three months
          ended March 31, 1996:

<TABLE>

<S>                                                                                         <C>     
          Net loss..................................................................        $   (27)

          Add:  Amounts withdrawn by the Fund from reserves or
                paid by loans from affiliates.......................................            (27)
                                                                                            -------

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


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


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

          The  Partnership's  primary source of liquidity is distributions  from
          its  investments  in  four  limited   partnerships  (the  "Syndicating
          Partnership") which own eight commercial  properties and one-mixed use
          property (residential and commercial). The Partnership did not receive
          a distribution from any of the Syndicating Partnerships during 1995 or
          the three months ended March 31, 1996. It is not anticipated  that the
          Partnership   will  receive  cash   distributions   from  any  of  the
          Syndicating  Partnerships  in  the  future.  All  of  the  Syndicating
          Partnerships  have  incurred  severe  financial  problems  due  to the
          deterioration  of real estate markets  across the United States.  As a
          result of the financial problems of the Syndicating Partnerships,  the
          Partnership  has  written  down  its  investments  to $0 in all of the
          Syndicating Partnerships.

          The  Partnership  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
          Partnership sufficient to pay these expenses and are expected to do so
          in future  years to the extent that the  Partnership  does not receive
          cash flow from the  Syndicating  Partnerships  sufficient to meet such
          cash  requirements.   However,  there  is  no  requirement  under  the
          Partnership's  partnership  agreement  for  the  General  Partners  to
          continue to fund operating deficits and there can be no assurance that
          the General Partners will continue to fund any deficits.  To date, the
          General Partners have advanced  $183,002 to the Partnership,  of which
          $27 was  advanced  during the first  quarter of 1996.  These loans are
          non-interest  bearing and are to be repaid out of cash  distributions,
          if  any,  which  the   Partnership   receives  from  the   Syndicating
          Partnership.  The  loans  are to be  repaid  prior to the  Partnership
          making any cash distributions to its Limited Partners.




<PAGE>




                           Part II - OTHER INFORMATION


Item 6. EXHIBITS AND REPORTS ON FORM 8-K


          No Report on Form 8-K was required to be filed during the period.


                                    SIGNATURE



          Pursuant to the  requirements of the Securities  Exchange Act of l934,
          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
                                  (Partnership)



                        By: TWO WINTHROP PROPERTIES, INC.
                            Managing General Partner

                            By:/s/ Edward V. Williams
                                   Edward V. Williams
                                   Chief Financial Officer

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



DATED:  May 14, 1996



<PAGE>



               WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
                            SUPPLEMENTARY INFORMATION
      REQUIRED PURSUANT TO SECTION 9.4 OF THE FUND'S PARTNERSHIP AGREEMENT
                                 MARCH 31, 1996
                                   (UNAUDITED)



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
    three month period ending March 31, 1996 and is
    qualified in its entirety by reference to such financial
    statements
    </LEGEND>
    <CIK>                                               0000718535
    <NAME>            Winthrop Interim Partners I, A Limited Partnership
    <MULTIPLIER>                                                   1
    <CURRENCY>                              U.S. Dollars
           
    <S>                                     <C>
    <PERIOD-TYPE>                           3-MOS
    <FISCAL-YEAR-END>                       DEC-31-1996
    <PERIOD-START>                          JAN-01-1996
    <PERIOD-END>                            MAR-31-1996
    <EXCHANGE-RATE>                                                1
    <CASH>                                                        13
    <SECURITIES>                                                   0
    <RECEIVABLES>                                                  0
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                               0
    <PP&E>                                                         0
    <DEPRECIATION>                                                 0
    <TOTAL-ASSETS>                                                13
    <CURRENT-LIABILITIES>                                     183002
    <BONDS>                                                        0
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                               (182989) 
    <TOTAL-LIABILITY-AND-EQUITY>                                  13
    <SALES>                                                        0
    <TOTAL-REVENUES>                                               0
    <CGS>                                                          0
    <TOTAL-COSTS>                                                 27
    <OTHER-EXPENSES>                                               0 
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                             0
    <INCOME-PRETAX>                                              (27) 
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                          (27) 
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                                 (27) 
    <EPS-PRIMARY>                                             (00.00) 
    <EPS-DILUTED>                                              00.00
            
    
</TABLE>


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