UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) December 18, 2003

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


            Massachusetts              2-84760                  04-2839837
          (State or other            (Commission             (I.R.S. Employer
          jurisdiction of             File Number)        Identification Number)
          incorporation)


                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)


                         (Registrant's telephone number)
                                 (864) 239-1000








Item 5.     Other Events

On December 11, 2003, AIMCO  Properties,  L.P., a Delaware  Limited  partnership
("AIMCO  Properties") and AIMCO/Winthrop  Growth Investors I GP, LLC, a Delaware
limited liability company  ("AIMCO/Winthrop Growth Investors I"), entered into a
Redemption  and   Contribution   Agreement  (the  "Redemption  and  Contribution
Agreement") with First Winthrop Corporation, a Delaware corporation ("FWC"), and
the sole  shareholder of Two Winthrop  Properties  Inc. (the  "Managing  General
Partner").  The  Managing  General  Partner is the  current  holder of the 6.25%
managing general partner  interest (the "MGP Interest") in the Partnership.  The
Redemption  and  Contribution  Agreement  relates to the  acquisition of the MGP
Interest by AIMCO/Winthrop Growth Investors I.

At the time of the execution of the Redemption and Contribution  Agreement,  NHP
Management  Company ("NHP"),  an affiliate of AIMCO Properties,  held, and until
such time as the transfer of the MGP Interest from the Managing  General Partner
to AIMCO/Winthrop Growth Investors I is effective will continue to hold, 100% of
the  Class B stock  of FWC,  which  provides  NHP with  the  right to elect  one
director to the Managing General Partner's board of directors. That director, in
turn, has the power to appoint the sole member of the  Residential  Committee of
the Managing General Partner's board of directors.  The Residential Committee of
the Managing  General  Partner's board of directors is vested with the authority
to elect officers and, subject to certain limitations, the Residential Committee
and its officers  have the right to cause the Managing  General  Partner to take
such actions as the  Residential  Committee and its officers deem  necessary and
advisable in connection with the activities of the Partnership.

The purchase price allocated to the MGP Interest was $1,000.  The Redemption and
Contribution  Agreement  contemplates  that the  Managing  General  Partner will
contribute the MGP interest to AIMCO/Winthrop Growth Investors I in exchange for
limited partnership interests in AIMCO Properties. The transactions contemplated
by the Redemption and  Contribution  Agreement are subject to the consent of the
limited partners and, if applicable, lenders and governmental authorities.






                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto 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


                                    Date: December 29, 2003