Securities and Exchange Commission
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or
Suspension of Duty to File Reports Under Sections 13 and 15(d) of
the Securities Exchange Act of 1934.
Commission File Number 33-42663
________
Winthrop Apartment Investors Limited Partnership
_____________________________________________________________
(Exact name of registrant as specified in its charter)
One International Place, 12th Floor
Boston, Massachusetts 02110
(617) 330-8600
_____________________________________________________________
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Units of Limited Partnership Interest
_____________________________________________________________
(Title of each class of securities covered by this Form)
None
_____________________________________________________________
(Titles of all other classes of securities for which a duty to
file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate
rule provision(s) relied upon to terminate or suspend the duty to
file reports:
Rule 12g-4(a)(1)(i) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12-h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [x]
Rule 12h-3(b)(1)(i) [ ]
Approximate number of holders of record as of the certification
or notice date: 285
Pursuant to the requirements of the Securities Exchange Act
of 1934 Winthrop Apartment Investors Limited Partnership has
caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.
DATE: May 20, 1997
By: WAI Associates Limited Partnership,
its General Partner
By: WAI Properties, Inc.,
its General Partner
By: /s/ Michael L. Ashner
________________________
Michael L. Ashner
Chief Executive Officer
Instruction: This form is required by Rules 12g-4, 12h-3 and
15d-6 of the General Rules and Regulation under the Securities
Exchange Act of 1934. The registrant shall file with the
Commission three copies of Form 15, one of which shall be
manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person.
The name and title of the person signing the form shall be typed
or printed under the signature.
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