WINTHROP GROWTH INVESTORS I LP
10QSB, 2000-11-13
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 September 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___

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                  WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                               September 30, 2000

Assets
<TABLE>
<CAPTION>

<S>                                                          <C>              <C>
   Cash and cash equivalents                                               $    993
   Receivables and deposits                                                     838
   Restricted escrows                                                           399
   Other assets                                                               1,000
   Investment properties:
       Land                                                  $  4,015
       Buildings and related personal property                 43,398
                                                               47,413
       Less accumulated depreciation                          (26,990)       20,423
                                                                           $ 23,653

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                         $   196
   Tenant security deposit liabilities                                          174
   Accrued property taxes                                                       307
   Other liabilities                                                            290
   Mortgage notes payable                                                    20,584

Partners' (Deficit) Capital

   General partners                                          $ (1,263)
   Limited partners (23,139 units
      issued and outstanding)                                   3,365         2,102
                                                                           $ 23,653

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


b)

                  WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>
                                          Three Months              Nine Months
                                       Ended September 30,      Ended September 30,
                                        2000        1999         2000         1999
Revenues:
<S>                                    <C>         <C>         <C>           <C>
   Rental income                       $ 2,016     $ 1,921     $ 5,968       $ 5,634
   Other income                            121          73         303           227
       Total revenues                    2,137       1,994       6,271         5,861

Expenses:
   Operating                               765         784       2,309         2,260
   General and administrative              140          61         284           191
   Depreciation                            517         454       1,587         1,405
   Interest                                448         452       1,345         1,364
   Property tax                            142         127         420           339
   Bad debt expense, net                    46          90         163           137
       Total expenses                    2,058       1,968       6,108         5,696

Net income                             $    79     $    26     $   163       $   165

Net income allocated to general
   partner (10%)                       $     8     $     3     $    16       $    17
Net income allocated to limited
   partners (90%)                           71          23         147           148

                                       $    79     $    26     $   163       $   165

Net income per limited
   partnership unit                    $  3.07     $   .99     $  6.35       $  6.40

Distributions per limited

   partnership unit                    $    --     $    --     $ 37.94       $    --

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


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 nine months
   ended September 30, 2000               --          16          147          163

Partners' (deficit) capital

   at September 30, 2000              23,139     $(1,263)     $ 3,365      $ 2,102

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

d)
                  WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)
<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                               <C>         <C>
  Net income                                                     $   163      $  165
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation                                                   1,587       1,405
    Amortization of loan costs and deferred costs                     87          82
    Casualty gain                                                     --         (52)
    Bad debt expense, net                                            163         137
    Change in accounts:
       Receivables and deposits                                     (327)       (303)
       Other assets                                                   11         175
       Accounts payable                                               38         (62)
       Tenant security deposit liabilities                             4          14
       Accrued property taxes                                        168         (37)
       Other liabilities                                              (1)         35
          Net cash provided by operating activities                1,893       1,559

Cash flows from investing activities:

  Property improvements and replacements                          (1,214)       (937)
  Net insurance proceeds from casualties                              --          66
  Net withdrawals from restricted escrows                             15          51
          Net cash used in investing activities                   (1,199)       (820)

Cash flows from financing activities:

  Payments on mortgage notes payable                                (222)       (203)
  Distributions paid to limited partners                          (1,368)       (600)
          Net cash used in financing activities                   (1,590)       (803)

Net decrease in cash and cash equivalents                           (896)        (64)

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

Cash and cash equivalents at end of period                       $   993     $ 1,799

Supplemental disclosure of cash flow information:

  Cash paid for interest                                         $ 1,296     $ 1,316

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.

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

e)
                  WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP

                     NOTES TO CONSOLIDATED 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 nine month
periods ended September 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.

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  (i) for certain
payments to affiliates for services and (ii)  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 nine
months ended September 30, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $303      $286
 Reimbursement for services of affiliates (included in
   investment properties and general and administrative
   expenses)                                                       191       115

During the nine months  ended  September  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
$303,000 and $286,000  during the nine months ended September 30, 2000 and 1999,
respectively.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $191,000 and
$115,000 for the nine months ended September 30, 2000 and 1999, respectively. At
September 30, 2000, approximately $66,000 of the 2000 expense was accrued and is
included in other  liabilities in the accompanying  consolidated  balance sheet.
This amount was paid in October 2000.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 8,150 limited  partnership
units in the Partnership  representing  approximately  35.22% 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, which would include without
limitation, voting on certain amendments to the Partnership Agreement and voting
to remove the Managing General Partner.  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.

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

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

                                       Three Months Ended    Nine Months Ended
                                       September 30, 2000    September 30, 2000

Net Income                                    $   79                 $  163
Add:  Amortization expense                        29                     87
      Depreciation expense                       517                  1,587
Less: Cash to reserves                          (625)                (1,837)

Cash available for distribution               $   --                 $   --

Distributions allocated to
  Limited Partners                            $   --                 $   --

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

Note E - Distributions

During  the nine  months  ended  September  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 nine months ended September 30,
2000.  There  were no  distributions  declared  during  the  nine  months  ended
September  30,  1999.  During the nine months  ended  September  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 - 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.

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 nine month periods  ended  September 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 September 30, 2000   Residential       Other          Totals
                                                       (in thousands)

Rental income                              $ 2,016          $ --         $ 2,016
Other income                                   120              1            121
Depreciation                                   517             --            517
Interest expense                               448             --            448
General and administrative expense              --            140            140
Bad debt expense, net                           46             --             46
Segment profit (loss)                          218           (139)            79

  Nine Months ended September 30, 2000   Residential       Other          Totals
                                                       (in thousands)

Rental income                              $ 5,968          $ --         $ 5,968
Other income                                   296              7            303
Depreciation                                 1,587             --          1,587
Interest expense                             1,345             --          1,345
General and administrative expense              --            284            284
Bad debt expense, net                          163             --            163
Segment profit (loss)                          440           (277)           163
Total assets                                23,158            495         23,653
Capital expenditures for investment
  properties                                   757             --            757

 Three Months ended September 30, 1999    Residential       Other         Totals
                                                        (in thousands)

Rental income                               $ 1,921         $   --       $ 1,921
Other income                                     70              3            73
Depreciation                                    454             --           454
Interest expense                                452             --           452
General and administrative expense               --             61            61
Bad debt expense, net                            90             --            90
Segment profit (loss)                            84            (58)           26

Nine Months ended September 30, 1999    Residential       Other         Totals
                                                     (in thousands)

Rental income                              $ 5,634          $  --       $ 5,634
Other income                                   214             13           227
Depreciation                                 1,405             --         1,405
Interest expense                             1,364             --         1,364
General and administrative expense              --            191           191
Bad debt expense, net                          137             --           137
Segment profit (loss)                          343           (178)          165
Total assets                                24,508            756        25,264
Capital expenditures for investment
  properties                                   937             --           937

Note G - Casualty Gain

In January 1999,  Sunflower  Apartments  had a fire that damaged nine  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 nine
months  ended  September  30, 1999  related to a casualty  claim made in 1996 on
behalf of Sunflower Apartments.

Note H - Mortgage Note Payable

Ashton Ridge Apartments has a mortgage indebtedness of appproximately $4,071,000
due in December  2000.  The Managing  General  Partner will attempt to refinance
such  indebtedness  prior to such  maturity  date.  If the  property  cannot  be
refinanced  for a  sufficient  amount,  the  Partnership  will risk  losing such
property through foreclosure.


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 nine
months ended September 30, 2000 and 1999:

                                                   Average Occupancy
                                                    2000       1999
      Ashton Ridge Apartments

        Jacksonville, Florida                       94%        91%
      Stratford Place Apartments
        Gaithersburg, Maryland                      98%        98%
      Stratford Village Apartments
        Montgomery, Alabama                         92%        94%
      Sunflower Apartments
        Dallas, Texas                               96%        97%

The  Managing  General  Partner  attributes  the increase in occupancy at Ashton
Ridge  Apartments  to improved  marketing  efforts as well as the  completion of
renovation projects at the property which enhanced the property's curb appeal.

Results of Operations

The  Partnership  reported  net income of  approximately  $163,000  for the nine
months  ended  September  30, 2000 as  compared  to net income of  approximately
$165,000 for the nine months ended September 30, 1999. The Partnership  reported
net income of  approximately  $79,000 for the three months ended  September  30,
2000 as compared to  approximately  $26,000 for the three months ended September
30,  1999.  The  decrease  in net income for the nine month  period is due to an
increase in total expenses, largely offset by an increase in 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 nine month  periods was due to increased
rental  income and other income.  Rental income  increased due to an increase in
rental rates at all the  Partnership's  properties and increases in occupancy at
Ashton  Ridge  Apartments  which more than offset the  decrease in  occupancy at
Stratford Village  Apartments and Sunflower  Apartments.  Other income increased
primarily  due to an increase  in  miscellaneous  income,  late  charges,  cable
television charges and lease cancellation fees.

Total expenses  increased for the nine month period ended September 30, 2000 due
primarily to an increase in depreciation,  general and administrative,  property
tax,  operating,  and bad debt expenses.  Total expenses increased for the three
month  period  ended  September  30,  2000  due  primarily  to  an  increase  in
depreciation,  general and  administrative,  and property tax expense  partially
offset by a decrease in bad debt expense.  Depreciation expense increased at all
the  Partnership's  properties  for both the three and nine month periods due to
the increase in  depreciable  assets placed into service  during the past twelve
months.  Property  tax expense  increased  for the three and nine month  periods
primarily  due to a  refund  received  during  the  first  quarter  of 1999  for
Stratford Place  Apartments.  In addition,  there were increases in the assessed
values at the Partnership's other properties. Bad debt expense increased for the
nine month  period  ended  September  30, 2000  primarily  due 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.

Operating  expenses increased for both the three and nine month periods due to a
decrease in net insurance  proceeds received in 1999 for casualties at Sunflower
Apartments,  increases in utility charges  primarily at Ashton Ridge Apartments,
and an increase in  employee  bonuses.  The  increase in  operating  expense was
partially  offset by a decrease in business  licenses  and permits at  Stratford
Place  Apartments  and a decrease in maintenance  salaries  especially at Ashton
Ridge  Apartments  due to an  extensive  rehabilitation  performed  during  1999
partially  offset by an increase at Stratford  Village  Apartments.  General and
administrative expenses increased for both the three and nine months periods due
to an increase in the cost of services included in the management reimbursements
to the General Partner as allowed under the Partnership  Agreement and increased
professional fees associated with managing 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  September  30,  2000,  the  Partnership  had cash and  cash  equivalents  of
approximately  $993,000  compared to  approximately  $1,799,000 at September 30,
1999.  The  decrease  in cash and cash  equivalents  for the nine  months  ended
September  30,  2000 from the  Partnership's  year ended  December  31, 1999 was
approximately $896,000. This decrease is due to approximately $1,590,000 of cash
used in  financing  activities  and  approximately  $1,199,000  of cash  used in
investing activities which were partially offset by approximately  $1,893,000 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  slightly offset by net withdrawals
from  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  $475,000 has been  budgeted for capital  improvements  during the
year 2000 at Ashton Ridge  Apartments  consisting  primarily  of floor  covering
replacements, air conditioning unit replacement, appliance replacement and other
building  improvements.  During the nine months ended  September  30, 2000,  the
Partnership spent  approximately  $309,000 for capital  improvements  consisting
primarily   of  water  meter   improvements,   appliance   and  floor   covering
replacements,  light  fixture  replacements,  air  conditioning  and  structural
upgrades and electrical wiring improvements. These improvements were funded from
operating cash flow and replacement reserves.

Stratford Place Apartments

Approximately  $329,000 has been  budgeted for capital  improvements  during the
year 2000 at Stratford Place Apartments  consisting  primarily of floor covering
replacement,  water heater replacements, air conditioning unit replacements, and
appliance  replacements.  During the nine months ended  September 30, 2000,  the
Partnership spent  approximately  $251,000 for capital  improvements  consisting
primarily of plumbing enhancements,  floor covering and appliance  replacements,
structural  upgrades,  and water heater  replacements.  These  improvements were
funded from operating cash flow and replacement reserves.

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 nine months ended September 30, 2000, the Partnership spent
approximately   $146,000  for  capital  improvements   consisting  primarily  of
structural upgrades, floor covering replacements, plumbing replacements, and air
conditioning  replacements.  These  improvements were funded from operating cash
flow.

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
nine months  ended  September  30, 2000,  the  Partnership  spent  approximately
$51,000  for  capital  improvements   consisting  primarily  of  floor  covering
replacement,  appliance  replacement,  and other  building  enhancements.  These
improvements were funded from operating cash flow and replacement reserves.

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 $20,584,000 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.  The
Managing  General Partner is currently  negotiating  with respective  lenders to
provide a  replacement  loan at Ashton  Ridge.  Although  the  Managing  General
Partner believes it will be able to secure a new loan, if the properties  cannot
be refinanced or sold for a sufficient  amount, the Partnership will risk losing
such properties through foreclosure.

During  the nine  months  ended  September  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 nine months ended September 30,
2000.  There  were no  distributions  declared  during  the  nine  months  ended
September  30,  1999.  During the nine months  ended  September  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 quarterly  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.

                           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  September
                  30, 2000:

                  None.

                                   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: November 13, 2000



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