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) September 30, 2005

               WINTHROP GROWTH  INVESTORS I LIMITED  PARTNERSHIP
        (Exact name of small business issuer 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)


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

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,  a  356-unit
apartment complex located in Jacksonville,  Florida ("Ashton Ridge").  On August
31, 2005, the Partnership  entered into an agreement (the "Purchase  Agreement")
with a third party, Magnum Realty, LLC, a Florida limited liability company (the
"Purchaser"), to sell Ashton Ridge to the Purchaser for $18,500,000.

Under the terms of the Purchase  Agreement,  the  Purchaser  may  terminate  the
Purchase Agreement at any time prior to the expiration of the feasibility period
as defined in the Purchase Agreement,  acting in the Purchaser's sole discretion
and for any  reason  or no  reason,  upon  delivery  of  written  notice  to the
Partnership and the escrow agent. On September 30, 2005, the Purchaser delivered
written  notice to the  Partnership  and the  escrow  agent of its  election  to
terminate the Purchase Agreement pursuant to its terms.



                                    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:  November 10, 2005