SecProbe.io

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      Mail Stop 4561
									July 12, 2005

Mr. Thomas C. Staples
Chief Financial Officer
Winthrop Residential Associates I, a Limited Partnership
7 Bulfinch Place
Suite 500
P.O. Box 9507
Boston, MA 02114-9507

      Re:	Winthrop Residential Associates I, a Limited Partnership
		Form 10-KSB for the year ended December 31, 2004
		Filed March 31, 2005
      File No. 000-10272

Dear Mr. Staples:

      We have reviewed your response letter dated July 7, 2005 and
have the following additional comments.  Where indicated, we think
you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In one of our comments, we ask
you
to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Report of Independent Registered Public Accounting Firm, page 10

1. In your response to comment 1, you have noted that your three
investments in limited partnerships are not significant.  Rule 2-
05
of Regulation S-X does not make reference to the significance or
materiality of the reliance on other auditors, but requires you to
provide the reports of the other auditors if they are relied upon
and
referred to in your report.  Please revise to include the reports
of
the other auditors that you referenced in your report.

Note 1 - Organization and Summary of Significant Accounting
Policies

Investments in Local Limited Partnerships, page 15

2. We have read and reviewed your response to comment 2 and have
the
following points that need further clarification:

* Paragraph 5(a) - Please provide more detail regarding how you
determined that the total equity investment at risk was sufficient
to
finance the limited partnerships` activities without additional
subordinated financial support.  Please include whether or not the
financial institutions providing the mortgages on the apartment
properties required guarantees on the borrowings.  Additionally,
please tell us more about the notes payable that are disclosed in
the
financial statements of the limited partnerships in Note 4
Investments in Local Limited Partnerships, page 18, including
whether
or not these liabilities are to a related party.

* Paragraph 5(b) - Tell us who the other partners are in these
local
limited partnerships and the amount of their initial equity
investment.  Clarify to us whether the other Partners received any
acquisition fees, or similar fees, upon the closing of a
transaction,
with the registrant, as is common industry practice.  If such fees
are received by the other Partners, explain to us how such fees
have
impacted your evaluation of paragraph 5 (b) of FIN 46(R) and how
the
amount of the fee compares to the equity contributed by the other
Partners.

* Paragraph 5(c) - You state in your response that the activities
of
the local limited partnerships are not conducted on behalf of the
Partnership, the investor limited partner.  Tell us who the
activities are on behalf of if not the investor limited partner.
Please tell us who receives a majority of the risks and rewards of
the local limited partnerships.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filing.

      You may contact Jessica Barberich at (202) 551-3782 or
Daniel
Gordon at (202) 551-3486 if you have questions regarding comments
on
the financial statements and related matters.

								Sincerely,

      Daniel Gordon			Branch Chief

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Mr. Thomas C. Staples
Winthrop Residential Associates I, a Limited Partnership
July 12, 2005
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