SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  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) September 19, 1996

             Winthrop Growth Investors 1 Limited Partnership
        (Exact Name of Registrant as Specified in Its Charter)

                             Massachusetts
             (State or Other Jurisdiction of Incorporation)

            2-84760                        04-2839837
   (Commission File Number)         (I.R.S. Employer Identification No.)

    One International Place, Boston, Massachusetts                 02110
      (Address of Principal Executive Offices)                  (Zip Code)

                              (617) 330-8600
           (Registrant's Telephone Number, Including Area Code)

                                    N/A
       (Former Name or Former Address, if Changed Since Last Report)



Item 4.  Changes in Registrant's Certifying Accountant

	Effective September 19, 1996, the Registrant dismissed its 
prior Independent Auditors, Arthur Andersen LLP ("Arthur 
Andersen") and retained as its new Independent Auditors, Imowitz 
Koenig & Co., LLP ("Imowitz Koenig").  Arthur Andersen's 
Independent Auditors' Report on the Registrant's financial 
statements for calendar year ended December 31, 1995, did not 
contain an adverse opinion or a disclaimer of opinion, and were 
not qualified or modified as to uncertainty, audit scope or 
accounting principles.  The decision to change Independent 
Auditors was approved by the Registrant's managing general 
partner's directors.  During calendar year ended 1995 and through 
September 19, 1996, there were no disagreements between the 
Registrant and Arthur Andersen on any matter of accounting 
principles or practices, financial statement disclosure, or 
auditing scope of procedure which disagreements if not resolved 
to the satisfaction of Arthur Andersen, would have caused it to 
make reference to the subject matter of the disagreements in 
connection with its reports.

	Effective September 19, 1996, the Registrant engaged Imowitz 
Koenig as its Independent Auditors.  The Registrant did not 
consult Imowitz Koenig regarding any of the matters or events set 
forth in Item 304(a)(2) of Regulation S-B prior to September 
19,1996.

Item 7.  Financial Statements, Pro Forma Financial Information 
and Exhibits

    (c)  Exhibits

         16.   Letter dated September 19, 1996 from Arthur 
Andersen LLP.



SIGNATURES

     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 this 
23rd day of September, 1996.

                    WINTHROP GROWTH INVESTORS 1 LIMITED 
                    PARTNERSHIP

                    By:  TWO WINTHROP PROPERTIES, INC.
                         Managing General Partner

	                         By: /s/ Michael L. Ashner   
	                                 Michael Ashner
	                                 Chief Executive Office


                         EXHIBIT INDEX



    Exhibit                                                  Page


16.  Letter from Arthur Andersen LLP dated September           5
     19, 1996


	Exhibit 16




September 19, 1996



Securities and Exchange Commission
Washington, DC  20549



Ladies and Gentlemen:

We have read item 4 included in the attached Form 8-K dated 
September 19, 1996 of Winthrop Growth Investors 1 Limited 
Partnership to be filed with the Securities and Exchange 
Commission and are in agreement with the statements contained 
therein.


ARTHUR ANDERSEN LLP