EXHIBIT (a)(2)

                         Equity Resource Lexington Fund
                                44 Brattle Street
                               Cambridge, MA 02138

                                 April 19, 2002

                           Offer To Purchase Units in
                    Winthrop Partners 80 Limited Partnership
                                for $125 Per Unit

Dear Limited Partner:

Enclosed with this letter is an offer to purchase limited partnership units in
Winthrop Partners 80 Limited Partnership (the "Partnership") for $125 per unit
[See "THE OFFER-Introduction"]. This offer expires on May 20, 2002. If you are
interested in selling your units, please read the enclosed offer carefully.

FACTORS TO CONSIDER IN EVALUATING THIS OFFER

o    The Majority of the Partnership's Properties Have Been Sold: The
     Partnership originally invested in eighteen separate commercial and
     industrial properties. Thirteen of the eighteen properties have been sold
     and the proceeds of those sales have been distributed to the limited
     partners of the Partnership. The sales of those properties and the
     subsequent distributions of the proceeds of those sales have significantly
     impacted the Partnership's value.

o    Opportunity for Liquidity: The Lexington Fund's offer provides liquidity to
     limited partners and will give them an opportunity to liquidate this
     investment. The Partnership has been in existence for 12 years. Given the
     long-term nature of the leases encumbering the Partnership's properties,
     the Purchaser anticipates that the Partnership will continue to operate for
     the foreseeable future. By selling your limited partnership units, you give
     yourself the opportunity to place the proceeds from a sale into other,
     potentially better performing, investments. You may also simplify your tax
     returns by eliminating future K-1 reporting for this Partnership.

o    Offer Price May Not Represent the Full Value of Your Units: No independent
     party has been retained by the Purchaser or any other person to evaluate or
     render any opinion to limited partners with respect to the fairness of the
     offer price, and no representation is made as to any fairness or other
     measures of value that may be relevant to limited partners. The Purchaser
     has calculated a fair market value (FMV) of $126.70 per Unit, but has not
     calculated a liquidation value or net present value for Units. It is
     uncertain whether the offer price or the FMV reflect the value that would
     be realized upon the sale of units by a limited partner to a third party.
     See "THE OFFER-Section 7-Purpose and Effects of the Offer."

o    Conflict of Interest: The Purchaser is making the Offer with a view toward
     making a profit. Accordingly, there is a conflict between the Purchaser's
     desire to acquire your units at a low price and your desire to sell your
     units at a high price. The Purchaser's intent is to acquire the units at a
     discount to the value it might ultimately realize from owning the units.



o    Effects of a Sale of Your Units: Limited partners who sell their units will
     be giving up the opportunity to participate in any future potential
     benefits associated with ownership of units, including the right to
     participate in any future distribution of cash or property.

The Purchaser

The Lexington Fund is in the business of acquiring fractional investment
interests for long-term retention and seeks to purchase units in the Partnership
in advancement of that strategy. The units acquired as a result of this offer
will be held as long-term investments and not with a view to a resale. The
Lexington Fund does not acquire general partner positions and is not engaged in
property management.

Please read the enclosed offer carefully. It contains important information
concerning this offer, the Partnership and the Purchaser. If you wish to sell
your units, complete the enclosed Agreement of Sale according to the directions
on the agreement, sign where indicated and return it in the pre-addressed return
envelope.

If you have any questions, please call D.F. King & Company, the information
agent for this offer, toll-free at (800) 207-3158 or call them collect at (212)
493-6952.

Sincerely,


Equity Resource Lexington Fund LP