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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 33-426-63
Winthrop Apartment Investors Limited Partnership
(Exact name of registrant as specified in its charter)
One International Place Boston, Mass. 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)
(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 12h-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 [ ]
Rule 12h-3(b)(1)(i) [X]
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
Lazer-Tron Corporation has caused this certification/ notice to be signed on its
behalf by the undersigned duly authorized person.
Date April 14, 1997 WINTHROP APARTMENT INVESTORS
------------------ By: WAI Associates Limited Partnership,
its General Partner
By:WAI Properties, Inc., its General
Partner
/s/ Michael L. Ashner
------------------------------
Name: Michael L. Ashner
Title:Chief Executive Officer
