Mail Stop 4561
									October 24, 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 September 30,
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.

	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.










General

1. We note that you have not filed your letter on Edgar as
correspondence.  Please file this letter on Edgar along with all
future correspondence with us.

Report of Independent Registered Public Accounting Firm, page 10
2. You noted in your letter that you believe that no amendment is
required to your partnership`s Form 10-KSB for the year ended
December 31, 2004; however, Rule 2-05 of Regulation S-X requires
you
to provide the reports of other auditors if they are relied upon
and
referred to in your report.  Please revise your filing 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

3. Please confirm to us that in future filings you will provide
the
disclosures required by paragraph 24 of FIN 46(R).


      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
October 24, 2005
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