Mail Stop 4561
									December 22, 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 November 28,
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.  In one of
our
comments, we ask you to provide us with information so we may
better
understand your disclosure.  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 still not filed your letter dated
September
30, 2005 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. We note that you have revised your 10-KSB for the year ended
December 31, 2004 to include the reports of the other auditors
that
you relied upon.  We note that certain of these auditors are not
registered public accounting firms with the PCAOB.  Please tell us
the consideration you gave to PCAOB Release 2003-7 as it relates
to
the registration of any public accounting firm that plays a
substantial role in the preparation or furnishing of an audit
report
with respect to any issuer.


      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.

      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 me 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
December 22, 2005
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