SecProbe.io

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      Mail Stop 4561
									September 19, 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 27, 2005
and
have the following additional comment.  In our comment, 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.

Note 1 - Organization and Summary of Significant Accounting
Policies

Investments in Local Limited Partnerships, page 15

1. In your response to comment 2 regarding paragraph 5(b) of FIN
46(R), you state that the general partner contributions for both
Stonegate and College Green were not significant and were exceeded
by
development fees received from the partnerships; therefore, the
general partner in each limited partnership does not hold an
equity
investment at risk, but rather only the limited partner is a
holder
of an equity investment at risk.  Additionally, it appears that
you
are indirectly protected from a portion of the expected losses of
these partnerships by virtue of that fact that your loss is capped
to
the extent of your original investments as a limited partner.
Thus,
it appears that the holders of  each equity investment at risk (in
these cases, just your partnership) lack the obligation to absorb
the
expected losses of the limited partnerships, which is one of the
characteristics required by paragraph 5(b)(2) of FIN 46(R) in
order
for the limited partnerships to be exempt from consolidation.  In
light of these facts and relationships, please tell us how you
determined that these limited partnerships do not qualify as
variable
interest entities.

      As appropriate, please amend your filing and respond to this
comment 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
September 19, 2005
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