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 21, 2005

                  WINTHROP GROWTH INVESTORS I LIMITED PARTNERSHIP
               (Exact name of Registrant as specified in its charter)


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

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


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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))









Item 1.02   Termination of a Material Definitive Agreement.

Winthrop Growth Investors I Limited Partnership (the "Registrant"), owns a 99.9%
interest  in  Meadow  Wood  Associates,   a  Florida  general  partnership  (the
"Partnership"). The Partnership owns Ashton Ridge Apartments ("Ashton Ridge"), a
356-unit apartment complex located in Jacksonville, Florida.

On November 2, 2005, eleven partnerships that own apartment complexes containing
an aggregate of 3,374 units (the "Original Selling Partnerships"),  entered into
a Purchase and Sale Contract (the "Purchase  Agreement") with a third party, The
Bethany Group, LLC, a California limited liability company (the "Purchaser"), to
sell twelve  apartment  complexes  and one parcel of land owned by the  Original
Selling Partnerships to the Purchaser for a total sales price of $161,250,000.

On December 6, 2005,  the  Partnership  and the  Original  Selling  Partnerships
(together  the "Selling  Partnerships")  entered  into a First  Amendment to the
Purchase  Agreement  to provide for the sale of Ashton  Ridge in addition to the
original  twelve  apartment  complexes  and one  parcel  of land  (together  the
"Properties"  and  individually a "Property")  to be sold to the Purchaser.  The
total sales price for the Properties was $179,923,469,  of which $18,673,469 was
to be allocated to Ashton Ridge. Each of the Selling  Partnerships is affiliated
with AIMCO Properties, L.P., an affiliate of the managing general partner of the
Registrant.

On December 21, 2005, the Selling Partnerships delivered written notice of their
election  to  terminate  the  Purchase  Agreement  pursuant to its terms and the
Purchase Agreement was thereby terminated.







                                    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 I Limited Partnership

                              By:   AIMCO/Winthrop Growth Investors I, GP, LLC
                                    Managing General Partner


                              By:   /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President


                              Date: December 30, 2005