WINTHROP GROWTH INVESTORS I LP
10QSB, 2000-08-11
REAL ESTATE
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     FORM 10-QSB-QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the quarterly period ended June 30, 2000


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                         Commission file number 2-84760

         WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP (Exact name of
               small business issuer as specified in its charter)

         Massachusetts                                      04-2839837
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, PO Box 1089

                        Greenville, South Carolina 29602

                      (Address of principal executive offices)

                                 (864) 239-1000

                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  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

a)

                  WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                  June 30, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                          <C>
   Cash and cash equivalents                                                 $  502
   Receivables and deposits                                                     678
   Restricted escrows                                                           529
   Other assets                                                               1,008
   Investment properties:
       Land                                                  $  4,015
       Buildings and related personal property                 43,124
                                                               47,139
       Less accumulated depreciation                          (26,473)       20,666
                                                                           $ 23,383

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                          $   92
   Tenant security deposit liabilities                                          176
   Accrued property taxes                                                       166
   Other liabilities                                                            267
   Mortgage notes payable                                                    20,659

Partners' (Deficit) Capital

   General partners                                          $ (1,271)
   Limited partners (23,139 units
      issued and outstanding)                                   3,294         2,023
                                                                           $ 23,383
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

b)

                  WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                          Three Months               Six Months
                                         Ended June 30,            Ended June 30,
                                        2000        1999         2000         1999
Revenues:
<S>                                    <C>         <C>         <C>           <C>
   Rental income                       $ 2,003     $ 1,880     $ 3,952       $ 3,713
   Other income                             98          81         182           154
       Total revenues                    2,101       1,961       4,134         3,867

Expenses:
   Operating                               790          744       1,544        1,476
   General and administrative               85           88         144          130
   Depreciation                            538          487       1,070          951
   Interest                                449          455         897          912
   Property tax                            138          122         278          212
   Bad debt expense, net                    19           26         117           47
       Total expenses                    2,019        1,922       4,050        3,728

Net income                              $   82         $ 39        $ 84        $ 139

Net income allocated to general
   partner (10%)                         $   8          $ 4         $ 8         $ 14
Net income allocated to limited
   partners (90%)                           74           35          76          125

                                        $   82         $ 39        $ 84        $ 139

Net income per limited
   partnership unit                     $ 3.20       $ 1.51      $ 3.28       $ 5.40

Distributions per limited
   partnership unit                    $ 37.94       $   --      $ 37.94        $ --
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

c)

                  WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                     Limited
                                   Partnership   General      Limited
                                      Units      Partners    Partners       Total

<S>                                   <C>        <C>          <C>          <C>
Original capital contributions        23,149     $ 2,000      $23,149      $25,149

Partners' (deficit) capital at
   December 31, 1999                  23,139     $(1,279)     $ 4,096      $ 2,817

Distributions to limited

   partners                               --          --         (878)        (878)

Net income for the six months
   ended June 30, 2000                    --           8           76           84

Partners' (deficit) capital
   at June 30, 2000                   23,139     $(1,271)     $ 3,294      $ 2,023
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

d)
                  WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)
<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,

                                                                  2000        1999
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income                                                      $   84       $ 139
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation                                                   1,070         951
    Amortization of loan costs and deferred costs                     58          55
    Casualty gain                                                     --         (52)
    Bad debt expense, net                                            117          47
    Change in accounts:
       Receivables and deposits                                     (121)       (150)
       Other assets                                                   32         164
       Accounts payable                                              (66)        (18)
       Tenant security deposit liabilities                             6           6
       Accrued property taxes                                         27        (123)
       Other liabilities                                             (24)         32
          Net cash provided by operating activities                1,183       1,051

Cash flows from investing activities:

  Property improvements and replacements                            (940)       (586)
  Net insurance proceeds from casualties                              --          66
  Net deposits to restricted escrows                                (115)        (30)
          Net cash used in investing activities                   (1,055)       (550)

Cash flows from financing activities:

  Payments on mortgage notes payable                                (147)       (134)
  Distributions paid to limited partners                          (1,368)       (600)
          Net cash used in financing activities                   (1,515)       (734)

Net decrease in cash and cash equivalents                         (1,387)       (233)

Cash and cash equivalents at beginning of period                   1,889       1,863

Cash and cash equivalents at end of period                        $  502     $ 1,630

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $  865      $ 879

At  December  31, 1999  approximately  $457,000  of  property  improvements  and
replacements were included in accounts payable.

Distributions  of  approximately  $490,000 were accrued at December 31, 1999 and
paid in January 2000.
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

e)

                  WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERHSIP

                     NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Winthrop Growth
Investors 1 Limited  Partnership (the  "Partnership" or "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion  of Two  Winthrop  Properties,  Inc.,  a
Massachusetts  corporation  (the "Managing  General  Partner"),  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating results for the three and six month
periods ended June 30, 2000 are not  necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2000.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included  in the  Partnership's  Annual  Report on Form  10-KSB for the
fiscal year ended December 31, 1999.

Principles of Consolidation

The  consolidated  statements of the  Partnership  include its 99%,  99.9%,  and
99.98% general partnership interests in DEK Associates,  Meadow Wood Associates,
and Stratford Place Investors Limited Partnership,  respectively.  Additionally,
the Partnership is the 100%  beneficiary of the Stratford  Village Realty Trust.
All significant interpartnership balances have been eliminated.

Certain  reclassifications  have been made to the 1999 amounts to conform to the
2000 presentation.

Note B - Transfer of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of First Winthrop Corporation,  the sole shareholder of the
Managing General Partner as well as a 20.7% limited partnership  interest in the
Partnership.  Pursuant to this transaction,  the by-laws of the Managing General
Partner were amended to provide for the creation of a Residential Committee.

Pursuant to the amended and  restated  by-laws,  Insignia had the right to elect
one director to the Managing  General  Partner's Board of Directors and to cause
the Managing  General  Partner to take such actions as it deemed  necessary  and
advisable in connection with the activities of the Partnership.

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia Properties Trust merged into Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust, with AIMCO being the surviving corporation. As a result, AIMCO
acquired  all of the  rights  of  Insignia  in  and to the  limited  partnership
interest  and the rights  granted to  Insignia  pursuant  to the First  Winthrop
Corporation transaction. The Managing General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.

<PAGE>

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the  Partnership.  The  following  payments were paid or
accrued to the Managing  General  Partner and  affiliates  during the six months
ended June 30, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $201      $190
 Reimbursement for services of affiliates (included in
   investment properties and general and administrative
   expenses)                                                        80        71

During the six months ended June 30, 2000 and 1999,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $201,000 and
$190,000 during the six months ended June 30, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting  to  approximately  $80,000 and
$71,000 for the six months ended June 30, 2000 and 1999, respectively.

AIMCO and its affiliates currently own 6,489.34 limited partnership units in the
Partnership representing approximately 28.05% of the outstanding units. A number
of these units were acquired in the First Winthrop  Corporation  transaction and
pursuant to tender offers made by AIMCO or its  affiliates.  It is possible that
AIMCO or its  affiliates  will make one or more  additional  offers  to  acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO. Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the Managing  General Partner because of their  affiliation with the
Managing General Partner.

<PAGE>

Note D -  Supplementary  Information  Required  Pursuant  to Section  9.4 of the
Partnership Agreement

Statement of cash available for  distribution for the three and six months ended
June 30, 2000 (in thousands):

                                       Three Months Ended   Six Months Ended
                                          June 30, 2000       June 30, 2000

Net Income                                    $   82                $ 84
Add:  Amortization expense                        34                  58
      Depreciation expense                       538               1,070
Less: Cash to reserves                          (654)             (1,212)

Cash available for distribution               $   --                $ --

Distributions allocated to
  Limited Partners                            $   --                $ --

General Partners' interest in
  cash available for distribution             $   --                $ --

Note E - Distributions

During the six months ended June 30, 2000, the  Partnership  paid a distribution
to the limited  partners from operations of  approximately  $490,000 ($21.18 per
limited  partnership  unit) which had been  declared and accrued at December 31,
1999. In addition,  the Partnership  declared and paid cash distributions to the
limited partners from operations of  approximately  $878,000 ($37.94 per limited
partnership  unit)  during the six months  ended  June 30,  2000.  There were no
distributions declared during the six months ended June 30, 1999. During the six
months ended June 30, 1999, the  Partnership  paid a distribution to the limited
partners  from  operations  of   approximately   $600,000  ($25.93  per  limited
partnership unit) which was declared and accrued at December 31, 1998.

Note F - Mortgage Note Payable

Although  there  is no  assurance  that it will be able to do so,  the  Managing
General  Partner  believes it will be able to refinance the debt at Ashton Ridge
Apartments maturing in December 2000.

Note G - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment  derives its  revenues:  The  Partnership  has one  reportable  segment:
residential properties.  The Partnership's residential property segment consists
of four apartment complexes, one each located in Alabama, Florida, Maryland, and
Texas.  The  Partnership  rents  apartment  units to tenants  for terms that are
typically twelve months or less.

<PAGE>

Measurement  of segment profit or loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the reportable segments are the same as those of the Partnership as described in
the  Partnership's  Annual Report on Form 10-KSB for the year ended December 31,
1999.

Factors management used to identify the Partnership's  reportable  segment:  The
Partnership's  reportable  segment consists of investment  properties that offer
similar  products and services.  Although each of the  investment  properties is
managed  separately,  they have been aggregated into one segment as they provide
services with similar types of products and customers.

Segment  information for the three and six month periods ended June 30, 2000 and
1999, is shown in the tables below (in  thousands).  The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segment.

   Three months ended June 30, 2000     Residential       Other         Totals
                                                     (in thousands)

Rental income                             $ 2,003         $   --       $ 2,003
Other income                                   96              2            98
Depreciation                                  538             --           538
Interest expense                              449             --           449
General and administrative expense             --             85            85
Bad debt expense                               19             --            19
Segment profit (loss)                         165            (83)           82


    Six months ended June 30, 2000      Residential       Other         Totals
                                                     (in thousands)

Rental income                             $ 3,952         $   --       $ 3,952
Other income                                  176              6           182
Depreciation                                1,070             --         1,070
Interest expense                              897             --           897
General and administrative expense             --            144           144
Bad debt expense                              117             --           117
Segment profit (loss)                         222           (138)           84
Total assets                               22,925            458        23,383
Capital expenditures for investment
  properties                                  483             --           483

<PAGE>


    Three months ended June 30, 1999     Residential       Other         Totals
                                                     (in thousands)

Rental income                            $ 1,880         $   --       $ 1,880
Other income                                  79              2            81
Depreciation                                 487             --           487
Interest expense                             455             --           455
General and administrative expense            --             88            88
Bad debt expense                              26             --            26
Segment profit (loss)                        125            (86)           39


    Six months ended June 30, 1999      Residential       Other         Totals
                                                     (in thousands)

Rental income                            $ 3,713         $   --       $ 3,713
Other income                                 144             10           154
Depreciation                                 951             --           951
Interest expense                             912             --           912
General and administrative expense            --            130           130
Bad debt expense                              47             --            47
Segment profit (loss)                        259           (120)          139
Total assets                              18,300          6,954        25,254
Capital expenditures for investment
  properties                                 586             --           586

Note H - Casualty Gain

In January  1999,  Sunflower  Apartments  had a fire that damaged six  apartment
units.  Total insurance  proceeds received less the write-off of assets replaced
resulted in a net casualty  gain of  approximately  $52,000.  Additionally,  the
Partnership received  approximately $40,000 of insurance proceeds during the six
months ended June 30, 1999 related to a casualty claim made in 1996 on behalf of
Sunflower Apartments.

<PAGE>

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

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

The Partnership's investment properties consist of four apartment complexes. The
following  table sets forth the average  occupancy of the properties for the six
months ended June 30, 2000 and 1999:

                                                  Average Occupancy
                                                   2000       1999
      Ashton Ridge Apartments
        Jacksonville, Florida                       94%        89%
      Stratford Place Apartments
        Gaithersburg, Maryland                      98%        98%
      Stratford Village Apartments
        Montgomery, Alabama                         92%        95%
      Sunflower Apartments
        Dallas, Texas                               98%        96%

The  Managing  General  Partner  attributes  the increase in occupancy at Ashton
Ridge Apartments to the completion of renovation  projects at the property which
enhanced the property's curb appeal as well as improved marketing  efforts.  The
Managing  General  Partner  attributes  the  decrease in  occupancy at Stratford
Village  Apartments to increased  competition in the apartment  rental market of
Montgomery, Alabama.

Results of Operations

The Partnership reported net income of approximately  $84,000 for the six months
ended June 30, 2000 as compared to net income of approximately  $139,000 for the
corresponding   period  in  1999.  The   Partnership   reported  net  income  of
approximately  $82,000 for the three  months  ended June 30, 2000 as compared to
approximately  $39,000 for the three months ended June 30, 1999. The decrease in
net  income  for  the six  month  period  is due to  increased  total  expenses,
partially offset by increased total revenues. The increase in net income for the
three month period is due to an increase in total revenues,  partially offset by
an increase in total expenses. The increase in total revenues for both the three
and six month  periods  was due to  increased  rental  income and other  income.
Rental  income  increased  due  to  an  increase  in  market  rent  at  all  the
Partnership's  properties and increases in occupancy at Ashton Ridge  Apartments
and  Sunflower  Apartments  which more than offset the  decrease in occupancy at
Stratford  Village  Apartments.  Other  income  increased  primarily  due  to an
increase in cable television income and telephone commissions,  partially offset
by reduced  interest  income  due to lower cash  balances  in  interest  bearing
accounts.

Total expenses  increased for the six month periods ended June 30, 2000 and 1999
due primarily to increased operating,  depreciation,  property tax, bad debt and
general and  administrative  expenses.  Total  expenses  increased for the three
month periods ended June 30, 2000 and 1999 due primarily to increased operating,
depreciation, and property tax expense. Operating expense increased for both the
three and six month  periods  due  primarily  to  increases  in utility  charges
primarily at Stratford Place Apartments,  increased employee bonuses,  increased
insurance expense and net insurance proceeds received in 1999 for the casualties
at Sunflower apartments, partially offset by reduced business license expense at
Stratford  Place   Apartments.   Depreciation   expense  increased  at  all  the
Partnership's  properties  for both the three and six month  periods  due to the
increase in depreciable  assets placed into service over the past twelve months.
Property  tax expense  increased  for the six month  period  primarily  due to a
refund  received  during  the  first  quarter  of 1999 for the  Stratford  Place
Apartments.  In addition,  there were  increases  in the assessed  values at the
Partnership's  other  properties.  Bad debt expense  increased for the six month
period ended June 30, 2000 due  primarily to an increase in tenant  evictions at
Ashton Ridge  Apartments,  which  resulted in tenant  receivable  balances being
written off during the first  quarter of 2000.  For the three  months ended June
30, 2000 there were no large receivable  write-offs.  General and administrative
expenses  increased  for the six  months  ended June 30,  2000 due to  increased
general  partner  reimbursements  allowed  under the  Partnership  agreement and
increased  professional  fees associated with managing the Partnership.  For the
three months ended June 30, 2000 general and  administrative  expense  decreased
slightly  due to the  timing of the  receipt  of  charges  for  general  partner
reimbursements and professional services. Included in general and administrative
expenses  are  reimbursements  to  affiliates  of the Managing  General  Partner
allowed under the  Partnership  Agreement  associated with its management of the
Partnership.  In  addition,  costs  associated  with the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are also included.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of this
plan, the Managing  General Partner attempts to protect the Partnership from the
burden of  inflation-related  increases  in  expenses  by  increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At June 30, 2000, the Partnership had cash and cash equivalents of approximately
$502,000 compared to approximately  $1,630,000 at June 30, 1999. The decrease in
cash and cash  equivalents  for the six  months  ended  June 30,  2000  from the
Partnership's  year ended December 31, 1999 was approximately  $1,387,000.  This
decrease is due to approximately $1,515,000 of cash used in financing activities
and  approximately  $1,055,000  of cash used in investing  activities  partially
offset by  approximately  $1,183,000 of cash  provided by operating  activities.
Cash used in financing  activities  consisted primarily of distributions paid to
the limited  partners and, to a lesser  extent,  principal  payments made on the
mortgages  encumbering the  Partnership's  investment  properties.  Cash used in
investing activities consisted of property improvements and replacements and net
deposits  to  restricted  escrows  maintained  by  the  mortgage  lenders.   The
Partnership invests its working capital reserves in a money market account.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state and local legal and regulatory requirements.  Capital improvements planned
for each of the Partnership's properties are detailed below.

Ashton Ridge Apartments

Approximately  $257,000 has been  budgeted for capital  improvements  during the
year 2000 at Ashton Ridge  Apartments  consisting  primarily  of floor  covering
replacements,  air conditioning  unit  replacement,  and appliance  replacement.
During the six months ended June 30, 2000, the Partnership  spent  approximately
$164,000  for  capital  improvements  consisting  primarily  of  floor  covering
replacement,  water  meter  and sewer  upgrades,  roof  replacement,  structural
upgrades, appliance replacement,  and air conditioning unit replacements.  These
improvements  were funded from  operating  cash flow and  replacement  reserves.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Stratford Place Apartments

Approximately  $329,000 has been  budgeted for capital  improvements  during the
year  2000  at  Stratford  Place  Apartments   consisting  primarily  of  carpet
replacement,  water heater replacements, air conditioning unit replacements, and
appliance  replacements.  During  the  six  months  ended  June  30,  2000,  the
Partnership spent  approximately  $211,000 for capital  improvements  consisting
primarily   of  plumbing   enhancements,   carpet   replacement,   water  heater
replacements,  appliance  replacements,  and other building improvements.  These
improvements were funded from operating cash flow.  Additional  improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and anticipated cash flow generated by the property.

Stratford Village Apartments

Approximately  $225,000 has been  budgeted for capital  improvements  during the
year  2000  at  Stratford  Village  Apartments   consisting  primarily  of  roof
replacements, floor covering replacements,  parking lot upgrades, and structural
upgrades.  During the six months  ended June 30,  2000,  the  Partnership  spent
approximately  $74,000 for capital  improvements  consisting  primarily of floor
covering replacements, structural upgrades, appliance replacements, and plumbing
replacements.   These   improvements  were  funded  from  operating  cash  flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Sunflower Apartments

Approximately $80,000 has been budgeted for capital improvements during the year
2000 at Sunflower Apartments consisting primarily of floor covering replacement,
interior decoration,  appliance replacement,  and major landscaping.  During the
six months ended June 30, 2000, the Partnership spent approximately  $34,000 for
capital  improvements   consisting  primarily  of  floor  covering  replacement,
appliance replacement, and other building enhancements.  These improvements were
funded from operating cash flow.  Additional  improvements may be considered and
will depend on the physical  condition  of the  property as well as  replacement
reserves and anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately $20,659,000 is amortized over varying periods with
balloon payments of approximately $4,071,000 due in December 2000 and $8,000,000
in  2006.  The  Managing   General   Partner  will  attempt  to  refinance  such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

During the six months ended June 30, 2000, the  Partnership  paid a distribution
to the limited  partners from operations of  approximately  $490,000 ($21.18 per
limited  partnership  unit) which had been  declared and accrued at December 31,
1999. In addition,  the Partnership  declared and paid cash distributions to the
limited partners from operations of  approximately  $878,000 ($37.94 per limited
partnership  unit)  during the six months  ended  June 30,  2000.  There were no
distributions declared during the six months ended June 30, 1999. During the six
months ended June 30, 1999, the  Partnership  paid a distribution to the limited
partners  from  operations  of   approximately   $600,000  ($25.93  per  limited
partnership  unit) which was  declared  and accrued at December  31,  1998.  The
Partnership's  distribution  policy is reviewed on a semi-annual  basis.  Future
cash  distributions  will  depend  on the  levels  of net  cash  generated  from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,  refinancings  and/or  property  sales.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient funds from operations,
after required capital expenditures,  to permit additional  distributions to its
partners during the remainder of 2000 or subsequent periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

               Exhibit 27, Financial Data Schedule, is filed as an exhibit to
               this report.

            b) Reports on Form 8-K filed during the quarter ended June 30, 2000:

               None.

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                 WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                                 By:   Two Winthrop Properties, Inc.
                                       Managing General Partner

                                 By:   /s/Patrick J. Foye
                                       Patrick J. Foye
                                       Vice President - Residential

                                 By:   /s/Martha L. Long
                                       Martha L. Long
                                       Vice President and
                                       Controller - Residential

                                 Date:



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