SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                    For the fiscal year ended December 31, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the transition period from _________to _________

                         Commission file number 0-14569

                   springhill lake investors limited partnership
               (Exact name of registrant as specified in its charter)

         Maryland                                               04-2848939
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                  Registrant's telephone number (864) 239-1000

            Securities registered pursuant to Section 12(b) of the Act:

                                      None

            Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rate 12b-2). Yes ___ No _X__

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2003. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

Springhill  Lake  Investors   Limited   Partnership  (the  "Registrant"  or  the
"Partnership")  was  organized  as a  Maryland  limited  partnership  under  the
Maryland  Revised Uniform Limited  Partnership Act on December 28, 1984, for the
purpose  of  investing  as  a  general   partner  in  Springhill   Lake  Limited
Partnerships  I  through  IX  and  Springhill   Commercial  Limited  Partnership
(collectively,  the  "Operating  Partnerships"),  each of  which  is a  Maryland
limited partnership owning a section of a garden apartment complex in Greenbelt,
Maryland  (the  "Project" or  "Property").  The  Registrant  is the sole General
Partner of each  Operating  Partnership.  The Limited  Partner of each Operating
Partnership is Theodore N. Lerner  ("Lerner"),  a former general  partner of the
Operating Partnerships whose interest was converted to that of a limited partner
on January 16, 1985 in  conjunction  with the  Registrant's  acquisition  of its
interest in the  Operating  Partnerships.  The Managing  General  Partner of the
Registrant is Three Winthrop  Properties,  Inc.  ("Three  Winthrop" or "Managing
General  Partner"),  a  wholly-owned  subsidiary of First  Winthrop  Corporation
("FWC"),  the  controlling  entities  of  which  are an  affiliate  of  Winthrop
Financial  Associates,  a Limited Partnership  ("WFA"), and Apartment Investment
and  Management   Company  ("AIMCO").   The  non-managing   General  Partner  is
Linnaeus-Lexington Associates Limited Partnership  ("Linnaeus-Lexington").  Both
the Managing  General  Partner and the  non-managing  General Partner are hereby
collectively  known as the  "General  Partners".  Pursuant to the by-laws of the
Managing  General  Partner,  the Residential  Committee of the Managing  General
Partner as well as the officers appointed by the Residential  Committee have the
exclusive  authority to manage the  day-to-day  affairs of the Managing  General
Partner  in  its  capacity  as  the  general  partner  of  the  Registrant.  The
Residential  Committee consists of a director  appointed by AIMCO.  Accordingly,
AIMCO has effective  control of the Managing  General Partner in its capacity as
general partner of the Registrant.  The Partnership  Agreement provides that the
Partnership  and  Operating  Partnerships  are to terminate on December 31, 2035
unless terminated prior to such date.

On December 11, 2003, AIMCO  Properties,  L.P., a Delaware limited  partnership,
entered  into a Redemption  and  Contribution  Agreement  (the  "Redemption  and
Contribution  Agreement")  with  FWC  with  respect  to the  acquisition  of the
managing  General  Partner's  interest  (the "MGP  Interest") by an affiliate of
AIMCO Properties, L.P., the operating partnership of AIMCO.

As of the time of the execution of the Redemption and Contribution Agreement and
until such time as the  transfer of the MGP Interest  from the Managing  General
Partner to the AIMCO  Properties,  L.P.  affiliate is effective,  NHP Management
Company ("NHP"), an affiliate of AIMCO Properties, L.P., holds 100% of the Class
B stock of FWC,  which  provides NHP with the right to elect one director to the
Managing  General  Partner's  Board of  Directors,  who in turn has the power to
appoint the sole member of the  Residential  Committee of the  Managing  General
Partner's  Board of  Directors.  The  Residential  Committee  is vested with the
authority to elect officers and, subject to certain limitations, the Residential
Committee  and its  appointed  officers  have the  right to cause  the  Managing
General  Partner to take such  actions as it deems  necessary  and  advisable in
connection with the activities of the Partnership.

The purchase price  allocated to the MGP Interest was $1,000 plus the redemption
of certain  interests held by affiliates of AIMCO  Properties,  L.P. in FWC. The
agreement is subject to  necessary  actions to obtain the consent of the limited
partners  (although  AIMCO  Properties,   L.P.  and  its  affiliates  control  a
sufficient  interest  in the  Partnership  to approve  the  transfer  of the MGP
Interest), lenders, if applicable, and any necessary governmental consents.

The Registrant was initially capitalized with nominal capital contributions from
its General Partners. In April 1985, the Registrant completed a private offering
of  649  units  of  limited  partnership  interest  (the  "Units")  pursuant  to
Regulation D under the Securities Act of 1933 and the terms of the  Confidential
Memorandum dated January 16, 1985. The Registrant raised  $40,562,500 in capital
contributions  from  investors  who were  admitted to the  Registrant as limited
partners ("Limited  Partners").  Since its initial offering,  the Registrant has
not received,  nor are limited  partners  required to make,  additional  capital
contributions.

The Registrant  purchased its interest in the Operating  Partnerships on January
16, 1985, for  approximately  $73,515,000,  of which $58,000,000 was financed by
means of a mortgage loan, which was subsequently refinanced in 1993 and again in
2002. See "Item 8. Financial  Statements  and  Supplementary  Data - Note E" for
further information concerning the mortgage loan encumbering the property.

The Registrant's interest in the Operating Partnerships entitles it to 87.26% of
profits and losses for tax purposes,  87.26% of the Operating Partnerships' cash
flow (after certain priority  distributions),  and 85% of the proceeds of a sale
or disposition of the Project (after certain priority distributions).

The only  business of the  Registrant  is investing as a general  partner in the
Operating Partnerships,  and as such, to cause the Operating Partnerships to own
and operate the Project,  until such time as a sale, if any, of all or a portion
of the Project  appears to be  advantageous  to the  Registrant and is permitted
under the terms of the Operating Partnerships' Partnership Agreements. See "Item
2. Description of Property" for further  information on the project owned by the
Operating Partnerships.

The Registrant  has no employees.  Management  and  administrative  services are
performed by the Managing General Partner and by agents retained by the Managing
General Partner.

The  Partnership  receives  income  from  its  interest  in the  Project  and is
responsible  for  operating  expenses,  capital  improvements  and debt  service
payments under mortgage  obligations  secured by the property.  The  Partnership
financed its investment primarily through non-recourse debt.  Therefore,  in the
event of default, the lender can generally look only to the subject property for
recovery of amounts due.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the  Registrant's  project.  The number and quality of  competitive  properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments and commercial  space at the  Registrant's  property and the
rents that may be charged  for such  apartments  and space.  While the  Managing
General  Partner and its affiliates  own and/or control a significant  number of
apartment  units in the United  States,  such units  represent an  insignificant
percentage of total apartment units in the United States and competition for the
apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Registrant's  property,  or restrict renovations of the property.  Noncompliance
with these laws could result in the  imposition  of fines or an award of damages
to  private  litigants  and  also  could  result  in an  order  to  correct  any
non-complying  feature,  which could result in substantial capital expenditures.
Although the Managing General Partner believes that the Registrant's property is
substantially in compliance with present requirements, the Partnership may incur
unanticipated expenses to comply with the ADA and the FHAA.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
the supply and demand for  similar  properties  resulting  from  various  market
conditions, increases/decreases in unemployment or population shifts, changes in
the  availability of permanent  mortgage  financing,  changes in zoning laws, or
changes in patterns or needs of users. In addition,  there are risks inherent in
owning  and  operating  residential   properties  because  such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations  might adversely  affect the property
owned by the Partnership.

The  Partnership  monitors its property for evidence of  pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental testing has been performed,  which resulted in no material adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

A further description of the Partnership's business is included in "Management's
Discussion  and  Analysis or Plan of  Operations"  included in "Item 7." of this
Form 10-K.

Item 2.     Description of Property

The following table sets forth the Registrant's investment in property:
<TABLE>
<CAPTION>

                                   Date of
            Property               Purchase      Type of Ownership           Use

<S>                                 <C>
Springhill Lake Apartments          10/84    Fee ownership subject        Apartment
  Greenbelt, Maryland                        to a first mortgage.        2,899 units
</TABLE>

The Project was initially acquired by the Operating Partnerships in October 1984
for an initial cost of $73,316,500.  The Project consists of 2,899 apartment and
townhouse  units  and a  four-store  shopping  center  situated  on 154 acres of
landscaped grounds. The Project also contains a clubhouse/community  center, two
Olympic-size swimming pools and six tennis courts.

Schedule of Property

Set forth  below for the  Registrant's  property  is the gross  carrying  value,
accumulated  depreciation,  depreciable life, method of depreciation and federal
tax basis.
<TABLE>
<CAPTION>

                       Gross
                     Carrying     Accumulated                                 Federal
Property               Value      Depreciation      Rate        Method       Tax Basis
                           (in thousands)                                  (in thousands)

<S>                  <C>            <C>           <C>                         <C>
Springhill Lake      $128,641       $80,070       10-30 yrs       S/L         $31,079
</TABLE>

See  "Item  8.  Financial   Statements,   Note  A"  for  a  description  of  the
Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the  loan
encumbering the Partnership's property.
<TABLE>
<CAPTION>

                    Principal    Principal                                       Principal
                    Balance At   Balance At   Stated                              Balance
                         December 31,        Interest    Period     Maturity      Due At
Property               2003         2002       Rate     Amortized     Date     Maturity (1)
                        (in thousands)                                        (in thousands)
Springhill Lake
<S>                  <C>          <C>           <C>     <C>          <C>          <C>
  1st mortgage       $110,386     $113,100      (2)     30 years     09/07        $99,940
</TABLE>

(1)   See "Item 8.  Financial  Statements and  Supplementary  Data - Note E" for
      information with respect to the  Registrant's  ability to prepay this loan
      and other specific details about the loan.

(2)   Adjustable  rate  based  on  the  Fannie  Mae  discounted  mortgage-backed
      security  index plus 85 basis  points.  The rate at December  31, 2003 was
      1.92%.

On  November  14,  2002,  the  Partnership   refinanced  its  existing  mortgage
encumbering  Springhill Lake Apartments.  The refinancing  replaced the existing
mortgage  of  approximately  $50,300,000  with a new  mortgage  in the amount of
$113,100,000. The Partnership capitalized loan costs of approximately $2,058,000
during 2002 and  approximately  $53,000 during the year ended December 31, 2003.
The  Partnership  recognized  a loss  on the  early  extinguishment  of  debt of
approximately  $58,000  during the year ended December 31, 2002 due to the write
off of  unamortized  loan  costs.  In  addition,  approximately  $7,783,000  was
initially  deposited in an escrow account in connection  with the refinancing to
be used to complete required repairs at the property.  At December 31, 2003, the
escrow account balance was approximately $7,070,000.

Initially the November 14, 2002  refinancing of Springhill  Lake  Apartments was
under an interim credit facility ("Interim Credit Facility") which also provided
for the  refinancing of several other  properties.  The Interim Credit  Facility
created separate loans for each property refinanced thereunder, which loans were
not  cross-collateralized or cross-defaulted with each other. During the term of
the Interim Credit  Facility,  Springhill  Lake  Apartments was required to make
interest-only payments.

During  December 2002, the loan on Springhill Lake Apartments was transferred to
a different lender.  The credit facility  ("Permanent Credit Facility") with the
new lender has a maturity  of five years with an option for the  Partnership  to
elect one  five-year  extension.  This  Permanent  Credit  Facility also created
separate  loans for each  property  refinanced  thereunder,  which loans are not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest  rate on the variable rate loans is 85 basis points over the
Fannie Mae  discounted  mortgage-backed  security  index  (1.92% at December 31,
2003), and the rate resets monthly. Each loan automatically renews at the end of
each month.  In addition,  monthly  principal  payments are required  based on a
30-year  amortization  schedule,  using the interest  rate in effect  during the
first month that the property is financed by the Permanent Credit Facility.  The
loans may be prepaid without penalty.

The  mortgage  note  payable is  non-recourse  and is secured by a pledge of the
Partnership's  interest  in the  operating  partnerships,  and joint and several
guarantees  by the  operating  partnerships  which,  in turn,  are secured by an
indemnity first mortgage on the operating partnerships and a pledge of the stock
of Springfield Facilities, Inc., an affiliate.  Further, the property may not be
sold subject to existing indebtedness.

Rental Rates and Occupancy

 Average annual rental rate and occupancy for 2003 and 2002 for the property:

                                Average Annual             Average Annual
                                 Rental Rate                  Occupancy
                                  (per unit)
Property                     2003           2002          2003         2002

Springhill Lake             $11,085       $10,899         96%          97%

As noted under "Item 1.  Description of Business,"  the real estate  industry is
highly   competitive.   The  Property  is  subject  to  competition  from  other
residential  complexes in the area. The Managing  General Partner  believes that
the Property is adequately insured. The Property is a predominately  residential
complex  which  leases its units for terms of one year or less.  No  residential
tenant leases 10% or more of the available rental space. The property is in good
physical  condition,  subject to normal  depreciation  and  deterioration  as is
typical for assets of this type and age.

 Schedule of Real Estate Taxes and Rates

 Real estate taxes and rates in 2003 for the property were:

                              2003              2003
                            Billing             Rate
                         (in thousands)

Springhill Lake              $1,973             4.75%

The  Property  has a  fiscal  year  different  than the real  estate  tax  year;
therefore,  real estate tax expense as stated in the Partnership's  Consolidated
Statement of Operations does not agree to the 2003 billings.

Capital Improvements

The Partnership  completed  approximately  $2,407,000 in capital improvements at
Springhill Lake Apartments  during the year ended December 31, 2003,  consisting
primarily of structural  improvements,  appliance and plumbing fixture upgrades,
floor  covering  replacements,  hearing  and  electrical  improvements,  cabinet
upgrades  and  interior   decorations.   These  improvements  were  funded  from
operations and replacement reserves. The Partnership is currently evaluating the
capital  improvement  needs of the property for the upcoming  year and currently
expects to budget  approximately  $1,595,000  which does not include any amounts
that will be incurred  during 2004 to complete  repairs and  improvements at the
property required to be made in connection with the November 2002 refinancing of
the mortgage  encumbering  the  property.  In connection  with the  refinancing,
approximately  $7,783,000  was initially  deposited in an escrow account to fund
such repairs and  improvements.  At December 31, 2003, the balance in the escrow
account was approximately $7,070,000.  Additional improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves  and  anticipated  cash flow  generated  by the  property.  The capital
improvements  planned for the year 2004 at the  Partnership's  property  will be
made only to the  extent  of cash  available  from  operations  and  Partnership
reserves.

Item 3.     Legal Proceedings

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership,  whether legal or settlement costs,  associated with this case will
be material to the Partnership's overall operations.


Item 4.     Submission of Matters to a Vote of Security Holders

During the quarter ended December 31, 2003, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.

                                     PART II

Item 5.     Market for the Partnership Equity and Related Partner Matters

The  Partnership,  a  publicly-held  limited  partnership,  offered and sold 649
limited partnership units aggregating $40,562,500. The Partnership currently has
143  holders  of record  owning an  aggregate  of 649 Units.  Affiliates  of the
Managing  General Partner owned 521.90 units or 80.42% of the outstanding  units
at December 31, 2003. No public trading market has developed for the Units,  and
it is not anticipated that such a market will develop in the future.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                      Per Limited                        Per Limited
                      Year Ended      Partnership       Year Ended       Partnership
                  December 31, 2003       Unit       December 31, 2002       Unit

<S>                    <C>              <C>               <C>              <C>
Operations             $ 3,932          $ 5,755           $ 5,966          $ 8,733
Refinance (1)            2,818            4,342            45,840           70,632
Total                  $ 6,750          $10,097           $51,806          $79,365
</TABLE>

(1)   Proceeds from the November 2002  refinancing  of the mortgage  encumbering
      Springhill Lake Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves, the timing of the debt maturity,
refinancing,  and/or sale of the property.  The Partnership's cash available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital improvement expenditures to permit further distributions to its partners
during  2004 or  subsequent  periods.  See "Item 2.  Description  of  Property -
Capital   Improvements"   for  information   relating  to  anticipated   capital
expenditures at the property.

AIMCO and its affiliates owned 521.90 limited partnership units (the "Units") in
the Partnership  representing  80.42% of the  outstanding  Units at December 31,
2003. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates  or Three  Winthrop's  affiliates.  It is possible that
AIMCO or its affiliates will acquire  additional Units in exchange for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled  to take action  with  respect to a variety of matters  that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership of 80.42% of the outstanding  Units, AIMCO and its affiliates are in a
position  to  control  all voting  decisions  with  respect to the  Partnership.
Although  the Managing  General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the Managing  General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing  General Partner
to AIMCO, as its sole stockholder.

Item 6.     Selected Financial Data (in thousands, except unit data)
<TABLE>
<CAPTION>

                                2003         2002        2001         2000        1999
Total revenues from
<S>                           <C>          <C>         <C>          <C>         <C>
  rental operations           $ 32,282     $ 32,290    $ 31,004     $ 27,220    $ 26,159

Net income                     $ 4,455      $ 3,213    $ 2,387      $ 1,725      $ 1,056

Net income per limited
  partnership unit             $ 6,521      $ 4,703    $ 3,495      $ 2,525      $ 1,545

Limited partnership
  units outstanding                649          649         649          649         649

Total assets                  $ 65,825     $ 71,425    $ 67,310     $ 64,900    $ 61,613

Mortgage note payable         $110,386     $113,100    $ 51,788     $ 53,689    $ 55,402
</TABLE>

The  above  selected  financial  data  should  be read in  conjunction  with the
Partnership's financial statements and notes thereto appearing in "Item 8.
Financial Statements and Supplementary Data."

Item 7.     Management's Discussion and Analysis or Plan of Operation

This  item  should  be read  in  conjunction  with  the  consolidated  financial
statements and other items contained elsewhere in this report.

Results of Operations

2003 Compared with 2002

The  Partnership's  net  income  for  the  year  ended  December  31,  2003  was
approximately  $4,455,000 compared to net income of approximately $3,213,000 for
the year  ended  December  31,  2002  (See  "Item 8.  Financial  Statements  and
Supplementary  Data - Note C" for a  reconciliation  of  theses  amounts  to the
Partnership's  federal taxable income.) Income before minority  interest for the
year  ended  December  31,  2003  was  approximately   $5,440,000   compared  to
approximately  $5,377,000  for the year ended December 31, 2002. The increase in
income before minority interest is primarily due to a decrease in total expenses
partially offset by a decrease in total revenues. The decrease in total revenues
for the year ended December 31, 2003 is due to a larger casualty gain recognized
in 2002 compared to 2003 related to separate fires at the property in April 2001
and March 2002,  respectively,  slightly offset by an increase in both other and
rental income. Other income increased due to increases in utility reimbursements
and legal fees  partially  offset by  decreases in lease  cancellation  fees and
miscellaneous resident charges at the property. Rental income increased slightly
due to increased rental rates at Springhill Lake Apartments.

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to eleven units at the  property.  During the year ended  December 31,
2003,  all work was  completed to repair the damage and the property  recorded a
casualty gain of approximately  $83,000.  The gain was the result of the receipt
of insurance proceeds of approximately  $104,000 offset by approximately $21,000
of undepreciated property improvements and replacements being written off.

Total  expenses for year ended  December 31, 2003  decreased due to decreases in
interest and general and  administrative  expenses partially offset by increases
in operating, property tax, bad debt and depreciation expenses. Interest expense
decreased due to the  refinancing of the mortgage  encumbering  Springhill  Lake
Apartments in November 2002.  Though the mortgage  principal  balance  increased
significantly,  the  variable  interest  rate on the new loan was  significantly
lower in 2003 than the fixed  interest  rate  applicable  to the old loan during
2002.  General  and  administrative  expense  decreased  due  to a  decrease  in
accountable  reimbursements paid to an affiliate of the Managing General Partner
in accordance with the Partnership Agreement.  The increase in operating expense
is primarily due to increases in property  administrative  costs and maintenance
expenses at the property.  Property  administrative expenses increased primarily
due to the cost of  cleaning  contracts  and costs  associated  with  collecting
tenant rents. Maintenance expenses increased primarily due to roof repairs, snow
removal  expenses and contract work offset by decreases in interior and exterior
building  improvements at the Partnership's  investment  property.  Property tax
expense  increased due to an increased  tax rate by the local taxing  authority.
Depreciation  expense  increased due to property  improvements  and replacements
placed  into  service  during  the  past  twelve  months  which  are  now  being
depreciated.  Bad debt expense  increased as a result of larger balances owed by
tenants that were  evicted  during 2003  compared to the balances  owed for 2002
evictions.

Included  in general  and  administrative  expenses  are  reimbursements  to the
Managing General Partner as allowed under the Partnership  Agreement  associated
with its management of the Partnership.  Costs associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit  required by the  Partnership  Agreement  are also included in general and
administrative expenses.

Minority  interest  in  net  earnings  of  the  operating  partnerships  totaled
approximately  zero and  $1,066,000  for the years ended  December  31, 2003 and
2002, respectively. During the year ended December 31, 2003, the Partnership did
not  recognize   any  minority   interest  in  net  earnings  of  the  operating
partnerships  as previous  distributions  to the  minority  partner  during 2002
reduced the minority  interest  partner's  investment  balance to zero.  For the
years ended December 31, 2003 and 2002,  distributions to the minority  interest
partner of  approximately  $985,000 and $1,098,000,  respectively,  were made in
excess of the minority partner's investment in the operating partnerships.  When
the  operating  partnerships  make  distributions  in  excess  of  the  minority
partner's investment balance, the Partnership,  as the majority partner, records
a charge equal to the minority partner's excess distribution over the investment
balance.  The charge is classified as  distributions  to the minority partner in
excess of investment on the accompanying  consolidated statements of operations.
Cumulative distributions to the minority partner in excess of investment totaled
approximately   $2,083,000  and  $1,098,000  at  December  31,  2003  and  2002,
respectively.  No income is allocated to the minority partner until all previous
losses  recognized by the majority  partner are  recovered.  For the years ended
December 31, 2003 and 2002, approximately $1,070,000 and zero, respectively,  in
earnings  were  allocated to the  majority  partner to recover  previous  losses
recognized.  Earnings will  continue to be allocated to the majority  partner to
recover  previous  losses  recognized  until  such  time  as the net  amount  of
approximately $1,013,000 at December 31, 2003 is recovered.

2002 Compared with 2001

The   Registrant's  net  income  for  the  year  ended  December  31,  2002  was
approximately  $3,213,000 compared to net income of approximately $2,387,000 for
the year  ended  December  31,  2001  (see  "Item 8.  Financial  Statements  and
Supplementary  Data - Note  C" for a  reconciliation  of  these  amounts  to the
Registrant's  federal taxable income).  Income before minority  interest for the
year  ended  December  31,  2002  was  approximately   $5,377,000   compared  to
approximately  $3,328,000  for the year ended December 31, 2001. The increase in
income before  minority  interest is due to an increase in total  revenues and a
decrease in total  expenses.  The increase in total revenues is primarily due to
the casualty gain  recognized in 2002  resulting  from a fire at the property in
April 2001 and an increase in rental income  attributable  to an increase in the
average rental rates at Springhill Lake Apartments.

During April 2001, a fire occurred at Springhill Lake Apartments  which resulted
in  damage  to two  buildings.  The  Property  initially  received  $145,000  of
insurance  proceeds  during  August 2001 and received the  remaining  balance of
$445,000 in June 2002.  All work was completed  during 2002 with the total costs
to restore the buildings totaling  approximately  $595,000.  A casualty gain was
recognized  during 2002 of approximately  $466,000 as a result of the receipt of
$590,000  in total  insurance  proceeds  less  the  write-off  of  approximately
$124,000 in undepreciated assets.

Total   expenses   decreased  due  to  decreases  in   operating,   general  and
administrative,  bad debt, and interest expenses partially offset by an increase
in depreciation  expense.  The decrease in operating expense is primarily due to
decreases in maintenance expenses,  utility charges and advertising costs at the
Partnership's  investment  property  and  property  management  fees  paid to an
affiliate of the Managing General Partner.  The decrease in maintenance expenses
is due primarily to the  capitalization  of certain direct and indirect  project
costs,  primarily  payroll related costs, at the property (see Item 8. Financial
Statements  and  Supplementary  Data,  Note  A -  Organization  and  Significant
Accounting  Policies).  General and  administrative  expense  decreased due to a
decrease in the cost of services  provided by the  Managing  General  Partner as
allowed  under the  Partnership  Agreement.  Bad debt expense  decreased  due to
occupancy levels being constant and the renovation efforts at the property which
is attracting more desirable tenants. Interest expense decreased due to advances
from an affiliate of the Managing General Partner being paid in full during 2002
and the scheduled  monthly  principal  payments on the mortgage  encumbering the
property  prior  to the  refinancing  in  November  2002.  Depreciation  expense
increased  due to property  improvements  and  replacements  placed into service
during the past twelve months which are now being depreciated.

Minority  interest  in  net  earnings  of  the  Operating  Partnerships  totaled
approximately  $1,066,000 and $941,000 for the years ended December 31, 2002 and
2001.  The increase was due primarily to the increase in income before  minority
interest as described  above.  Distributions to the minority partner reduced the
investment  balance to zero during the year ended  December 31,  2002.  When the
Partnership makes  distributions in excess of the minority partner's  investment
balance, the Partnership as the majority partner,  records a charge equal to the
minority partner's excess distribution over the investment balance,  even though
there is no  economic  impact,  cost or risk to the  Partnership.  The charge is
classified as  distributions  to minority partner in excess of investment on the
accompanying  consolidated  statements  of  operations.   Distributions  to  the
minority partner in excess of investment  totaled  approximately  $1,098,000 for
the year ended December 31, 2002.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors the rental market  environment of its  investment  property to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of this
plan, the Managing  General Partner attempts to protect the Partnership from the
burden of  inflation-related  increases  in  expenses  by  increasing  rents and
maintaining  a high overall  occupancy  level.  However,  the  Managing  General
Partner  may use  rental  concessions  and  rental  rate  reductions  to  offset
softening  market  conditions,  accordingly,  there  is no  guarantee  that  the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Reserves

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $5,194,000,  compared to approximately $5,559,000 at December 31,
2002.  The  decrease  of   approximately   $365,000  was  due  to  approximately
$10,658,000  and $2,841,000 of cash used in financing and investing  activities,
respectively,  which was partially offset by  approximately  $13,134,000 of cash
provided by operating activities. Cash used in financing activities consisted of
distributions to partners,  principal payments made on the mortgage  encumbering
the  property,  payments on advances  from an affiliate of the Managing  General
Partner  and   additional   loan  costs  paid  relating  to  the  2002  mortgage
refinancing.   Cash  used  in   investing   activities   consisted  of  property
improvements  and replacements  and, to a lesser extent,  net deposits to escrow
accounts  maintained by the mortgage lender  partially  offset by the receipt of
insurance  proceeds.  The Partnership  invests its working  capital  reserves in
interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating  needs of the Partnership and to comply with Federal,  state
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year and currently  expects to budget  approximately  $1,595,000  which
does not  include  any  amounts  that will be  incurred  during 2004 to complete
repairs and improvements at the property  required to be made in connection with
the November  2002  refinancing  of the property.  At closing of this loan,  the
Partnership   was  required  to  fund  a   replacement   reserve   account  with
approximately  $7,783,000.  At  December  31,  2003,  the  balance in the escrow
account was approximately $7,070,000.  Additional improvements may be considered
and will depend on the physical condition of the property as well as anticipated
cash flow  generated by the property.  To the extent that such budgeted  capital
improvements are completed the  Partnership's  distributable  cash flow, if any,
may be adversely affected at least in the short term.

On  November  14,  2002,  the  Partnership   refinanced  its  existing  mortgage
encumbering  Springhill Lake Apartments.  The refinancing  replaced the existing
mortgage  of  approximately  $50,300,000  with a new  mortgage  in the amount of
$113,100,000.  The Partnership  recognized a loss on the early extinguishment of
debt of approximately $58,000 during the year ended December 31, 2002 due to the
write off of unamortized loan costs.  The Partnership  capitalized loan costs of
approximately $2,058,000 during the year ended December 31, 2002 and capitalized
an  additional  $53,000  during the year ended  December 31, 2003.  In addition,
approximately  $7,783,000  was  initially  deposited  in an  escrow  account  in
connection with the refinancing to be used to complete  required  repairs at the
property. At December 31, 2003, the escrow balance was approximately $7,070,000.

Initially the November 14, 2002  refinancing of Springhill  Lake  Apartments was
under an interim credit facility ("Interim Credit Facility") which also provided
for the  refinancing of several other  properties.  The Interim Credit  Facility
created separate loans for each property refinanced thereunder, which loans were
not  cross-collateralized or cross-defaulted with each other. During the term of
the Interim Credit  Facility,  Springhill  Lake  Apartments was required to make
interest-only payments.

During  December 2002, the loan on Springhill Lake Apartments was transferred to
a different lender.  The credit facility  ("Permanent Credit Facility") with the
new lender has a maturity  of five years with an option for the  Partnership  to
elect one  five-year  extension.  This  Permanent  Credit  Facility also created
separate  loans for each  property  refinanced  thereunder,  which loans are not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest  rate on the variable rate loans is 85 basis points over the
Fannie Mae  discounted  mortgage-backed  security  index  (1.92% at December 31,
2003), and the rate resets monthly. Each loan automatically renews at the end of
each month.  In addition,  monthly  principal  payments are required  based on a
30-year  amortization  schedule,  using the interest  rate in effect  during the
first month that the property is financed by the Permanent Credit Facility.  The
loans may be prepaid without penalty.

The  mortgage  note  payable is  non-recourse  and is secured by a pledge of the
Partnership's  interest  in the  operating  partnerships,  and joint and several
guarantees  by the  operating  partnerships  which,  in turn,  are secured by an
indemnity first mortgage on the operating partnerships and a pledge of the stock
of Springfield Facilities, Inc., an affiliate.  Further, the property may not be
sold subject to existing indebtedness.

Effective  April 1, 2002, the  Partnership  adopted SFAS No. 145,  "Recission of
FASB  Statements No. 4, 44 and 64." SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from  extinguishment
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual in nature and occur  infrequently.  Neither of these criteria applies to
the Partnership.  As a result the loss on early extinguishment of debt discussed
above is included in interest expense for the year ended December 31, 2002.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately   $110,386,000   requires  monthly  payments  of
principal and interest until its maturity date in September 2007 at which time a
balloon payment of  approximately  $99,940,000 will be due. The Managing General
Partner may attempt to  refinance  such  indebtedness  and/or sell the  property
prior to such maturity date. If the property  cannot be sold or refinanced for a
sufficient  amount  the  Partnership  will  risk  losing  the  property  through
foreclosure.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                      Per Limited                        Per Limited
                      Year Ended      Partnership       Year Ended       Partnership
                  December 31, 2003       Unit       December 31, 2002       Unit

<S>                    <C>              <C>               <C>              <C>
Operations             $ 3,932          $ 5,755           $ 5,966          $ 8,733
Refinance (1)            2,818            4,342            45,840           70,632
Total                  $ 6,750          $10,097           $51,806          $79,365
</TABLE>

(1)   Proceeds from the November 2002  refinancing  of the mortgage  encumbering
      Springhill Lake Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves,  and the  timing  of the debt
maturity,  refinancing,  and/or Property sale. The Partnership's  cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership  will generate  sufficient  funds from operations after required
capital improvement  expenditures to permit distributions to its partners during
2004 or subsequent periods.

Other

AIMCO and its affiliates owned 521.90 limited partnership units (the "Units") in
the Partnership  representing  80.42% of the  outstanding  Units at December 31,
2003. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates  or Three  Winthrop's  affiliates.  It is possible that
AIMCO or its affiliates will acquire  additional Units in exchange for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled  to take action  with  respect to a variety of matters  that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership of 80.42% of the outstanding  Units, AIMCO and its affiliates are in a
position  to  control  all voting  decisions  with  respect to the  Partnership.
Although  the Managing  General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the Managing  General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing  General Partner
to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the consolidated  financial  statements in "Item 8. Financial  Statements".  The
Managing  General  Partner  believes that the  consistent  application  of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial condition. The preparation of consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires the Partnership to make estimates and assumptions.  These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial  statements  as well as reported  amounts of revenues and expenses
during the reporting  period.  Actual results could differ from these estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting policies in many areas. The Partnership  believes that
of its  significant  accounting  policies,  the  following  may involve a higher
degree of judgment and complexity.

Impairment of Long-Lived Assets

The  Partnership's  investment  property is recorded at cost,  less  accumulated
depreciation,  unless considered impaired.  If events or circumstances  indicate
that the carrying amount of the property may be impaired,  the Partnership  will
make an assessment of its  recoverability by estimating the undiscounted  future
cash flows,  excluding interest charges, of the property. If the carrying amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  property.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any  adverse  changes  in  these  factors  could  cause  an  impairment  in  the
Partnership's asset.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Commercial  building  lease  terms are  generally  for terms of 3 to 10 years or
month to month. Rental income attributable to leases is recognized monthly as it
is earned. The Partnership  evaluates all accounts receivable from residents and
establishes  an  allowance,  after the  application  of security  deposits,  for
accounts  greater than 30 days past due on current  tenants and all  receivables
due from former tenants.  The Partnership will offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes in the area. Any  concessions  given at the inception of the lease are
amortized over the life of the lease.

Item 7a.    Quantitative and Qualitative Disclosures About Market Risk

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged  transactions,  nor does it hold or issue  financial  instruments  for
trading  purposes.  The  Partnership  is exposed to  changes in  interest  rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations.  The debt encumbering the property bears interest at a
variable  rate.  Based on interest rates at December 31, 2003, a 100 basis point
increase  or  decrease  in market  interest  rates  would  affect  net income by
approximately $1.1 million.

The following table  summarizes the  Partnership's  debt obligations at December
31, 2003.  Management  believes  that the fair value of the  Partnership's  debt
approximates its carrying value as of December 31, 2003.

Principal amount by expected maturity:

          Long Term Debt
                              Variable Rate Debt    Average Interest Rate
                                (in thousands)

               2004                $  2,764                  (1)
               2005                   2,829                  (1)
               2006                   2,891                  (1)
               2007                 101,902                  (1)
               Total               $110,386

(1)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index plus 85 basis  points.  The rate was 1.92% at December  31, 2003 and
      will reset  monthly.  The  Partnership  has the option of  converting to a
      fixed  rate loan in 2005.  The loan  matures  in 2007  with one  five-year
      extension option.


<PAGE>



Item 8.     Financial Statements and Supplementary Data

     Report of Ernst & Young LLP, Independent Auditors

     Consolidated Balance Sheets - December 31, 2003 and 2002

     Consolidated Statements of Operations - Years ended December 31, 2003, 2002
     and 2001

     Consolidated  Statements  of Changes in  Partners'  (Deficiency)  Capital -
     Years ended December 31, 2003, 2002 and 2001

     Consolidated Statements of Cash Flows - Years ended December 31, 2003, 2002
     and 2001

     Notes to Consolidated Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners of
Springhill Lake Investors Limited Partnership


We have audited the accompanying  consolidated balance sheets of Springhill Lake
Investors  Limited  Partnership as of December 31, 2003 and 2002 and the related
consolidated  statements  of  operations,   changes  in  partners'  (deficiency)
capital, and cash flows for each of the three years in the period ended December
31, 2003. These financial statements are the responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Springhill Lake
Investors   Limited   Partnership  at  December  31,  2003  and  2002,  and  the
consolidated  results of its operations and its cash flows for each of the three
years in the period ended  December  31, 2003,  in  conformity  with  accounting
principles generally accepted in the United States.

                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 27, 2004



<PAGE>



                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                                  December 31,
                                                                2003          2002
Assets
<S>                                                           <C>           <C>
   Cash and cash equivalents                                  $ 5,194       $ 5,559
   Receivables and deposits                                      1,944         1,854
   Restricted escrows                                            7,070         7,026
   Other assets                                                  3,046         3,424
   Investment Property (Notes B and E):
     Land                                                        5,833         5,833
     Buildings and related personal property                   122,808       120,469
                                                               128,641       126,302
     Less accumulated depreciation                             (80,070)      (72,740)
                                                                48,571        53,562
                                                              $ 65,825      $ 71,425
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                            $ 830        $ 1,044
   Tenant security deposit liabilities                             834           774
   Other liabilities                                               656           937
   Advances from affiliate                                          --           156
   Mortgage note payable (Note E)                              110,386       113,100
                                                               112,706       116,011

Minority Interest (Note H)                                          --            --

Partners' Deficit
   General partners                                             (2,771)       (2,797)
   Investor limited partners
     (649 units issued and outstanding)                        (44,110)      (41,789)
                                                               (46,881)      (44,586)
                                                              $ 65,825      $ 71,425

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                                        Years Ended December 31,
                                                     2003         2002          2001
Revenues:
<S>                                                <C>           <C>          <C>
  Rental income                                    $30,677       $30,462      $29,682
  Other income                                       1,522         1,362        1,322
  Casualty gain (Note F)                                83           466           --
      Total revenues                                32,282        32,290       31,004

Expenses:
  Operating                                         13,990        12,347       12,713
  General and administrative                           598           639          815
  Depreciation                                       7,377         7,106        6,727
  Interest                                           2,714         4,772        5,242
  Property taxes                                     1,883         1,850        1,849
  Bad debt expense                                     280           199          330
      Total expenses                                26,842        26,913       27,676

Income before minority interest                      5,440         5,377        3,328

Distributions to minority interest partner
  in excess of investment (Note H)                    (985)       (1,098)          --

Minority interest in net earnings of
  operating partnerships (Note H)                       --        (1,066)        (941)
         Net income                                $ 4,455       $ 3,213      $ 2,387

Net income allocated to general partners (5%)       $ 223         $ 161        $ 119
Net income allocated to investor limited
   partners (95%)                                    4,232         3,052        2,268
         Net income                                $ 4,455       $ 3,213      $ 2,387

Net income per limited partnership unit            $ 6,521       $ 4,703      $ 3,495

Distributions per limited partnership unit         $10,097       $79,365        $ --


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL


              For The Years Ended December 31, 2003, 2002 and 2001
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                                                Total
                                       Limited                  Investor      Partners'
                                     Partnership    General     Limited       (Deficit)
                                        Units      Partners     Partners       Capital

<S>                                      <C>         <C>        <C>           <C>
Original capital contributions           649         $ --       $ 40,563      $ 40,563

Partners' (deficiency) capital
  at December 31, 2000                   649        $(2,779)    $ 4,399        $ 1,620

Net income for the year ended
  December 31, 2001                       --            119        2,268         2,387

Partners' (deficiency) capital
  at December 31, 2000                   649         (2,660)       6,667         4,007

Distributions to partners                              (298)     (51,508)      (51,806)

Net income for the year ended
  December 31, 2002                       --            161        3,052         3,213

Partners' deficit at
  December 31, 2002                      649         (2,797)     (41,789)      (44,586)

Distributions to partners                              (197)      (6,553)       (6,750)

Net income for the year ended
  December 31, 2003                       --            223        4,232         4,455

Partners' deficit at
  December 31, 2003                      649        $(2,771)    $(44,110)     $(46,881)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                                                   Years Ended December 31,
                                                                  2003       2002       2001
Cash flows from operating activities:
<S>                                                             <C>        <C>         <C>
  Net income                                                    $ 4,455    $ 3,213     $ 2,387
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Distributions to minority interest partner in excess
      of investment                                                 985      1,098          --
     Minority interest in net earnings of operating
      partnerships                                                   --      1,066         941
     Depreciation                                                 7,377      7,106       6,727
     Casualty gain                                                  (83)      (466)         --
     Amortization of loan costs                                     437        150         136
     Loss on early extinguishment of debt                            --         58          --
     Bad debt expense                                               280        199         330
     Change in accounts:
      Receivables and deposits                                     (370)        65        (845)
      Other assets                                                   (6)      (318)         24
      Accounts payable                                              280     (1,042)        988
      Tenant security deposit liabilities                            60         (1)        208
      Other liabilities                                            (281)        (2)        521
      Due to affiliate                                               --        (99)        (88)
        Net cash provided by operating activities                13,134     11,027      11,329
Cash flows from investing activities:
  Insurance proceeds received                                       104        445          --
  Property improvements and replacements                         (2,901)    (3,858)     (8,908)
  Net deposits to restricted escrows                                (44)    (4,694)       (310)
  Refund of construction service fees from affiliate                 --      2,245          --
        Net cash used in investing activities                    (2,841)    (5,862)     (9,218)
Cash flows from financing activities:
  Proceeds from advances from affiliate                              --        156       1,115
  Payments on advances from affiliate                              (156)    (1,853)     (1,495)
  Payments on mortgage note payable                              (2,714)    (1,488)     (1,901)
  Distributions to partners                                      (6,750)   (51,806)         --
  Distributions to minority interest partner                       (985)    (7,634)         --
  Repayment of mortgage notes payable                                --    (50,300)         --
  Proceeds from refinancing                                          --    113,100          --
  Loan costs paid                                                   (53)    (2,058)         --
        Net cash used in financing activities                   (10,658)    (1,883)     (2,281)
Net (decrease) increase in cash and cash equivalents               (365)     3,282        (170)
Cash and cash equivalents at beginning of year                    5,559      2,277       2,447
Cash and cash equivalents at end of year                        $ 5,194    $ 5,559     $ 2,277
Supplemental disclosure of cash flow information:
  Cash paid for interest, including approximately $0, $41,
   and $225, respectively, paid to an affiliate                 $ 2,456    $ 4,586     $ 5,118
Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts
   payable and other liabilities                                  $ --      $ 494       $ 673


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003


Note A - Organization and Summary of Significant Accounting Policies

Organization: Springhill Lake Investors Limited Partnership (the "Partnership"),
a Maryland  limited  partnership was formed on December 28, 1984, to acquire and
own a 90% general partnership interest in Springhill Lake Limited Partnerships I
through  IX  and  Springhill  Commercial  Limited  Partnership  (the  "Operating
Partnerships").  The Operating  Partnerships own and operate the Springhill Lake
complex in  Greenbelt,  Maryland.  The complex  consists of 2,899  apartment and
townhouse units and a four-store  shopping center.  The Managing General Partner
of the  Registrant  is Three  Winthrop  Properties,  Inc.  ("Three  Winthrop" or
"Managing  General  Partner")  a  wholly-owned   subsidiary  of  First  Winthrop
Corporation  ("FWC"),  the controlling  entities of which are Winthrop Financial
Associates,   a  Limited  Partnership  ("WFA"),  and  Apartment  Investment  and
Management   Company   ("AIMCO").    The   non-managing   General   Partner   is
Linnaeus-Lexington Associates Limited Partnership  ("Linnaeus-Lexington").  Both
the Managing  General  Partner and the  non-managing  General Partner are hereby
collectively  known as the  "General  Partners".  Pursuant to the by-laws of the
Managing  General  Partner,  the Residential  Committee of the Managing  General
Partner as well as the officers appointed by the Residential  Committee have the
exclusive  authority to manage the  day-to-day  affairs of the Managing  General
Partner  in  its  capacity  as  the  general  partner  of  the  Registrant.  The
Residential  Committee consists of a director  appointed by AIMCO.  Accordingly,
AIMCO has effective  control of the Managing  General Partner in its capacity as
general partner of the Registrant.  The Partnership  Agreement provides that the
Partnership is to terminate on December 31, 2035 unless terminated prior to such
date.

Principles of Consolidation:  The accompanying consolidated financial statements
include the accounts of the Partnership and the Operating Partnerships. Theodore
N. Lerner's  ownership in the  Operating  Partnerships  has been  reflected as a
minority interest in the accompanying  consolidated  financial  statements.  All
significant  interpartnership  accounts and transactions have been eliminated in
consolidation.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Allocation of Profits,  Gains and Losses: The Partnership Agreement provides for
net income and net losses for both  financial and tax  reporting  purposes to be
allocated 95% to the Limited Partners and 5% to the General Partner.

Gains from  property  sales are  allocated in  accordance  with the  Partnership
Agreement.

Accordingly,  net income as shown in the statements of operations and changes in
partners'  capital  for 2003,  2002 and 2001 was  allocated  95% to the  Limited
Partners and 5% to the General Partner.  Net income per limited partnership unit
for each year was computed as 95% of net income divided by 649 units outstanding
(the "Units").

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  property and related  personal  property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 18 years for additions after March 15, 1984 and before May 9,
1985, and 19 years for additions  after May 8, 1985, and before January 1, 1987.
As a result of the Tax Reform Act of 1986,  for  additions  after  December  31,
1986, the modified  accelerated cost recovery method is used for depreciation of
(1) real property  over 27.5 years and (2) personal  property  additions  over 5
years.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured deposits.  Cash balances included approximately  $5,125,000 and
$5,516,000 at December 31, 2003 and 2002,  respectively,  that are maintained by
an  affiliated  management  company  on behalf of  affiliated  entities  in cash
concentration accounts.

Investment Property:  Investment property consists of one apartment complex with
a  four-store  shopping  center  and is  stated  at cost.  Acquisition  fees are
capitalized  as a cost of real  estate.  Expenditures  in  excess  of $250  that
maintain  an  existing  asset  which has a useful life of more than one year are
capitalized  as  capital  replacement  expenditures  and  depreciated  over  the
estimated  useful  life  of  the  asset.   Expenditures  for  ordinary  repairs,
maintenance and apartment turnover costs are expensed as incurred. In accordance
with Statement of Financial  Accounting  Standards ("SFAS") No. 144, "Accounting
for the Impairment or Disposal of Long-Lived  Assets," the  Partnership  records
impairment  losses on  long-lived  assets  used in  operations  when  events and
circumstances  indicate  that the assets might be impaired and the  undiscounted
cash flows  estimated to be generated by those assets are less than the carrying
amounts of those assets. Costs of investment property that have been permanently
impaired  have been written  down to appraisal  value.  No  adjustments  for the
impairment of value were necessary for the years ended  December 31, 2003,  2002
or 2001.

During 2001, AIMCO, an affiliate of the Managing General Partner, commissioned a
project to study process improvement ideas to reduce operating costs. The result
of  the  study  led to a  re-engineering  of  business  processes  and  eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased  capitalization  of  such  costs  by  approximately  $451,000  in 2002
compared  to 2001.  Capitalization  of such  costs  decreased  by  approximately
$40,000 in 2003 compared to 2002.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising costs of approximately $87,000,  $73,000, and $103,000 for the years
ended December 31, 2003, 2002 and 2001, respectively,  were charged to operating
expense as incurred.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"   established   standards  for  the  way  public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Loan Costs:  Loan costs of approximately  $2,111,000 and $2,058,000 are included
in other assets in the  accompanying  consolidated  balance sheet as of December
31,  2003 and 2002,  respectively.  Accumulated  amortization  of  approximately
$497,000  and $25,000 was also  included in other assets as of December 31, 2003
and 2002, respectively.  These loan costs are being amortized over five years on
a straight-line method.  Amortization expense is included in interest expense in
the  accompanying  consolidated  statements of operations.  Amortization of loan
costs is expected to be approximately $430,000 in 2004 through 2006 and $324,000
in 2007.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying  amounts of its  financial  instruments  (except for long term
debt)  approximate  their fair  values due to the short term  maturity  of these
instruments. The fair value of the Partnership's long term debt approximates its
carrying value at December 31, 2003.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  Commercial  building  lease terms are  generally  for terms of 3 to 10
years or month to month.  The  Partnership  recognizes  income  attributable  to
leases  monthly  as  it  is  earned.  The  Partnership  evaluates  all  accounts
receivable from residents and establishes an allowance, after the application of
security deposits, for accounts greater than 30 days past due on current tenants
and all receivables due from former tenants.  The Partnership  will offer rental
concessions during  particularly slow months or in response to heavy competition
from other similar complexes in the area. Any concessions given at the inception
of the lease are amortized over the life of the lease.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees  for the  duration  of the lease and are  included  in  receivables  and
deposits in the accompanying  consolidated balance sheets. Deposits are refunded
when the tenant  vacates,  provided  the tenant has not damaged its space and is
current on its rental payments.

Income  Taxes:  No provision  for income taxes is reflected in the  accompanying
consolidated  financial  statements.  Each  partner is required to report on his
individual tax return his allocable share of income,  gains, losses,  deductions
and credits.

Note B - Investment Property and Accumulated Depreciation
<TABLE>
<CAPTION>

                                                  Initial Cost
  Investment Property                            To Partnership

                                                         Buildings         Cost
                                                        and Related     Capitalized
                                                         Personal      Subsequent to
Description                 Encumbrances      Land       Property       Acquisition
                           (in thousands)                      (in thousands)

<S>                           <C>            <C>         <C>             <C>
Springhill Lake               $110,386       $ 5,833     $ 67,484        $ 55,324
</TABLE>

<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 2003
                                 (in thousands)

                             Buildings
                                And
                              Related
                              Personal              Accumulated     Date     Depreciable
Description          Land     Property     Total    Depreciation  Acquired    Life-Years

<S>                 <C>       <C>        <C>          <C>           <C>         <C>
Springhill Lake     $5,833    $122,808   $128,641     $ 80,070      10/84       10-30
</TABLE>

The depreciable  lives included above are for the building and  components.  The
depreciable lives for related personal property are 5 - 10 years.

Reconciliation of "Investment Property and Accumulated Depreciation":
<TABLE>
<CAPTION>

                                                    Years Ended December 31,
                                               2003            2002           2001
                                                         (in thousands)
Investment Property
<S>                                          <C>              <C>           <C>
Balance at beginning of year                 $126,302         $125,133      $116,549
  Property improvements                         2,407            3,679         8,673
  Disposition of property                         (68)            (265)          (89)
  Refund of construction service fees
    previously capitalized (1)                     --           (2,245)           --
Balance at end of year                       $128,641         $126,302      $125,133

Accumulated Depreciation
Balance at beginning of year                 $ 72,740         $ 65,806      $ 59,137
  Depreciation of real estate                   7,377            7,106         6,727
  Disposition of property                         (47)            (172)          (58)
Balance at end of year                       $ 80,070         $ 72,740      $ 65,806
</TABLE>

(1)   See Note D - Related Party Transactions for further information.

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December 31, 2003 and 2002, is $127,734,000  and  $124,896,000.  The accumulated
depreciation taken for Federal income tax purposes at December 31, 2003 and 2002
is $96,655,000 and $92,901,000.

Note C - Taxable Income

Taxable income or loss of the  Partnership is reported in the income tax returns
of its  partners.  Accordingly,  no  provision  for income  taxes is made in the
financial  statements of the Partnership.  The following is a reconciliation  of
reported income and Federal taxable income (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                                   2003         2002        2001

<S>                                               <C>          <C>         <C>
  Net income as reported                          $ 4,455      $ 3,213     $ 2,387
    Excess of accelerated depreciation for
      income tax purposes                           3,623          778         249
    Deferred revenue - laundry income                 (79)         (79)        (72)
    Other                                             117          542       1,262

  Federal taxable income                          $ 8,116      $ 4,454     $ 3,826

  Federal taxable income per limited
    partnership unit                              $11,881      $ 6,519     $ 5,601
</TABLE>

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands):

                                                     2003             2002
  Net liabilities as reported:                     $(46,881)        $(44,586)
    Land and buildings                                 (907)          (1,293)
    Accumulated depreciation                        (16,585)         (20,161)
    Deferred sales commission                            65              144
    Other                                             3,558            3,780

  Net liabilities - income tax method              $(60,750)        $(62,116)

Note D - Related Party Transactions

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The Limited  Partnership  Agreement  provides  for (i)
certain  payments to  affiliates  for services  (ii)  reimbursements  of certain
expenses  incurred by  affiliates on behalf of the  Partnership  (iii) an annual
asset  management  fee of  $100,000  and (iv) an  annual  administration  fee of
$10,000.

Affiliates  of the  Managing  General  Partner  are  entitled  to  receive 3% of
residential rent collections and 5% of commercial  income from the Partnership's
property  as  compensation  for  providing  property  management  services.  The
Partnership  paid  to  such  affiliates  approximately  $953,000,  $936,000  and
$1,048,000 for the years ended December 31, 2003,  2002 and 2001,  respectively,
which is included in operating expense.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable   administrative   expenses  amounting  to  approximately  $413,000,
$435,000 and $2,474,000  for the years ended  December 31, 2003,  2002 and 2001,
respectively,  which is included in general and administrative  expense. For the
years ended  December 31, 2002 and 2001,  the first three quarters were based on
estimated  amounts and in the fourth  quarter the  reimbursements  were adjusted
based on actual costs (see "Note J").  During 2001, the Partnership was charged,
by affiliates of the Managing General Partner, approximately $2,245,000 for fees
related to construction management services for work performed during 1999, 2000
and 2001. These fees had been  capitalized and included in investment  property.
During the second  quarter of 2002, it was  determined  by the Managing  General
Partner  that these fees should not have been  charged and the  Partnership  was
refunded the full amount. Accordingly,  such previously capitalized fees were no
longer included in investment property at December 31, 2002.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned approximately $100,000 in asset management fees and approximately $10,000
in  administrative  fees for the years ended  December 31, 2003,  2002 and 2001,
which is included in general and administrative expense.

During the years ended  December 31, 2002 and 2001, an affiliate of the Managing
General Partner advanced the Partnership  approximately $156,000 and $1,115,000,
respectively.  There were no advances made for the year ended December 31, 2003.
Approximately  $156,000,  $1,853,000 and $1,495,000 was repaid during 2003, 2002
and 2001,  respectively.  At  December  31,  2003,  there was no balance due for
advances from affiliate.  At December 31, 2002,  approximately $156,000 was owed
and is included in advances  from  affiliate  in the  accompanying  consolidated
balance sheet. In accordance with the Partnership Agreement, interest is charged
at the prime rate plus 2%. The Partnership recognized  approximately $30,000 and
$186,000 of interest  expense  related to these advances  during the years ended
December 31, 2002 and 2001,  respectively.  Interest  expense for the year ended
December 31, 2003 amounted to less than $1,000.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the years ended December 31, 2003,  2002 and
2001,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$273,000, $331,000 and $393,000,  respectively,  for insurance coverage and fees
associated with policy claims administration.

AIMCO and its affiliates owned 521.90 limited partnership units (the "Units") in
the Partnership  representing  80.42% of the  outstanding  Units at December 31,
2003. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates  or Three  Winthrop's  affiliates.  It is possible that
AIMCO or its affiliates will acquire  additional Units in exchange for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled  to take action  with  respect to a variety of matters  that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership of 80.42% of the outstanding  Units, AIMCO and its affiliates are in a
position  to  control  all voting  decisions  with  respect to the  Partnership.
Although  the Managing  General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the Managing  General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing  General Partner
to AIMCO, as its sole stockholder.

Note E - Mortgage Note Payable

The terms of the mortgage note payable are as follows:
<TABLE>
<CAPTION>

                    Principal   Principal
                     Balance     Balance      Monthly                            Principal
                     Due At      Due At       Payment                             Balance
Property                 December 31,        Including   Interest   Maturity      Due At
                      2003        2002       Interest      Rate       Date       Maturity
                              (in thousands)                                  (in thousands)
Springhill Lake
<S>                 <C>         <C>            <C>          <C>      <C>         <C>
  1st mortgage      $110,386    $113,100       $ 427        (1)      09/07       $ 99,940
</TABLE>

(1)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index plus 85 basis  points.  The rate at December  31, 2003 was 1.92% and
      will reset  monthly.  The  Partnership  has the option of  converting to a
      fixed  rate loan in 2005.  The loan  matures  in 2007  with one  five-year
      extension option.

On  November  14,  2002,  the  Partnership   refinanced  its  existing  mortgage
encumbering Springhill Lake Apartments. This loan was initially refinanced under
an interim credit facility ("Interim Credit Facility") which had a term of three
months.  The Interim Credit Facility included  properties in other  partnerships
that are affiliated with the Partnership.  However,  the Interim Credit Facility
created  separate loans for each property that are not  cross-collateralized  or
cross-defaulted  with the other property  loans.  During the term of the Interim
Credit Facility,  the property was required to make interest-only  payments. The
first  month's  interest,  which  was paid at the date of the  refinancing,  was
calculated at LIBOR plus 70 basis points.  Interest for the following  month was
calculated at LIBOR plus 150 basis points.

During  December  2002 the loan was sold to Fannie Mae under a permanent  credit
facility  ("Permanent Credit  Facility").  The Credit Facility has a maturity of
five years, with one five-year  extension option. This Permanent Credit Facility
also creates separate loans for each property that are not  cross-collateralized
or cross-defaulted with the other property loans. Each note under this Permanent
Credit Facility will begin as a variable rate loan with the option of converting
to a fixed rate loan after three years.  The interest  rate on the variable rate
loans is the Fannie Mae discounted  mortgage-backed security index plus 85 basis
points.  The rate was 1.92% at December  31, 2003 and will reset  monthly.  Each
loan will  automatically  renew at the end of each month.  In addition,  monthly
principal payments are required based on a 30-year amortization schedule,  using
the interest  rate in effect  during the first month that any property is on the
Permanent Credit Facility. The loans may be prepaid without penalty.

The 2002  refinancing of the existing  Springhill  Lake Apartments loan replaced
the first  mortgage  of  approximately  $50,300,000  with a new  mortgage in the
amount  of  $113,100,000.   Total  capitalized  loan  costs  were  approximately
$2,058,000  during the year ended  December 31, 2002.  Additional  loan costs of
approximately  $53,000 were capitalized during the year ended December 31, 2003.
The  Partnership  recognized  a loss  on the  early  extinguishment  of  debt of
approximately  $58,000  during the year ended December 31, 2002 due to the write
off of  unamortized  loan  costs.  In  addition,  approximately  $7,783,000  was
initially deposited in an escrow account to be used to complete required repairs
at  the  property.  At  December  31,  2003,  the  escrow  account  balance  was
approximately $7,070,000.

The  mortgage  note  payable  is  non-recourse  and is  secured by pledge of the
Partnership's  interest  in the  Operating  Partnerships,  and joint and several
guarantees  by the  Operating  Partnerships  which,  in turn,  are secured by an
indemnity first mortgage on the Operating Partnerships and a pledge of the stock
of Springfield Facilities, Inc., an affiliate.  Further, the property may not be
sold subject to existing indebtedness.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2003, are as follows (in thousands):

               2004          $ 2,764
               2005            2,829
               2006            2,891
               2007          101,902
              Total         $110,386

Note F - Casualty Gains

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to eleven units at the  property.  During the year ended  December 31,
2003,  all work was  completed to repair the damage and the property  recorded a
casualty gain of approximately  $83,000.  The gain was the result of the receipt
of insurance proceeds of approximately  $104,000 offset by approximately $21,000
of undepreciated property improvements and replacements being written off.

During April 2001 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to two  buildings at the  property.  The property  initially  received
$145,000 of insurance  proceeds  during  August 2001 and received the  remaining
balance of $445,000  in June 2002.  All work has been  completed  with the total
costs to restore the buildings totaling approximately  $595,000. A casualty gain
was recognized during the year ended December 31, 2002 of approximately $466,000
as a result of the  receipt of  $590,000 in total  insurance  proceeds  less the
write-off of approximately $124,000 in undepreciated assets.

Note G - Operating Leases

One of the Operating Partnerships leases retail space to tenants in the shopping
center under  operating  leases which expire in various years through August 31,
2011. The leases call for base monthly rentals plus additional  charges for pass
throughs and  percentage  rent.  Minimum  future rental  payments to be received
subsequent to December 31, 2003 are as follows (in thousands):

               2004           $ 154
               2005             161
               2006             167
               2007             155
               2008             137
            Thereafter          413
                             $1,187

Note H - Minority Interest

The  limited  partnership  interest  of  Theodore  N.  Lerner  in the  operating
partnerships   is  reflected  as  a  minority   interest  in  the   accompanying
consolidated  financial  statements.  Minority  interest in net  earnings of the
operating  partnerships  recorded by the Partnership totaled  approximately zero
and  $1,066,000  for the years ended  December 31, 2003 and 2002,  respectively.
During the year ended December 31, 2003, the  Partnership  did not recognize any
minority  interest in net  earnings of the  operating  partnerships  as previous
distributions to the minority partner during 2002 reduced the minority  interest
partner's  investment balance to zero. For the years ended December 31, 2003 and
2002,  distributions to the minority interest partner of approximately  $985,000
and  $1,098,000,  respectively,  were made in excess of the  minority  partner's
investment in the operating  partnerships.  When the operating partnerships make
distributions  in excess  of the  minority  partner's  investment  balance,  the
Partnership,  as the  majority  partner,  records a charge equal to the minority
partner's  excess  distribution  over the  investment  balance.  The  charge  is
classified as  distributions  to the minority partner in excess of investment on
the accompanying consolidated statements of operations. Cumulative distributions
to the minority partner in excess of investment totaled approximately $2,083,000
and  $1,098,000  at  December  31,  2003 and  2002,  respectively.  No income is
allocated to the minority  partner until all previous  losses  recognized by the
majority partner are recovered.  For the years ended December 31, 2003 and 2002,
approximately $1,070,000 and zero,  respectively,  in earnings were allocated to
the  majority  partner to recover  previous  losses  recognized.  Earnings  will
continue to be  allocated  to the majority  partner to recover  previous  losses
recognized  until such time as the net  amount of  approximately  $1,013,000  at
December 31, 2003 is recovered.

Note I - Selected Quarterly Financial Data (Unaudited)

The following is a summary of the unaudited  quarterly results of operations for
the Partnership (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                      1st         2nd         3rd        4th
2003                                Quarter     Quarter     Quarter    Quarter     Total
<S>                                 <C>         <C>         <C>        <C>        <C>
Total revenues                      $ 7,902     $ 8,048     $ 8,165    $ 8,167    $32,282

Total expenses                        7,656       6,626       6,789      6,756     27,827

Net income                           $ 246      $ 1,422     $ 1,376    $ 1,411    $ 4,455

Net income per limited
  partnership unit                   $ 361      $ 2,082     $ 2,014    $ 2,064    $ 6,521

                                      1st         2nd         3rd        4th
2002                                Quarter     Quarter     Quarter    Quarter     Total
Total revenues                      $ 7,821     $ 8,374     $ 8,132    $ 7,963    $32,290

Total expenses                        7,056       7,282       6,885      7,854     29,077

Net income                           $ 765      $ 1,092     $ 1,247     $ 109     $ 3,213

Net income per limited
  partnership unit                  $ 1,120     $ 1,598     $ 1,826     $ 159     $ 4,703
</TABLE>

Note J - Fourth-Quarter Adjustment

The Partnership's policy is to record management  reimbursements to the Managing
General Partner as allowed under the Partnership Agreement on a quarterly basis,
using estimated financial  information furnished by an affiliate of the Managing
General  Partner.  For  the  first  three  quarters  of  2002  and  2001,  these
reimbursements  of accountable  administrative  expenses were based on estimated
amounts. During the fourth quarter of 2002 and 2001, the Partnership recorded an
adjustment  to  management  reimbursements  to the Managing  General  Partner of
approximately  ($99,000) and $88,000,  respectively,  due to a difference in the
estimated   costs  and  the  actual  costs  incurred.   The  actual   management
reimbursements  to the Managing  General Partner for the year ended December 31,
2002 and  2001  were  approximately  $435,000  and  $616,000,  respectively,  as
compared to the  estimated  management  reimbursements  to the Managing  General
Partner for the nine months ended  September 30, 2002 and 2001 of  approximately
$401,000 and $395,000, respectively.

Note K - Legal Proceedings

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership,  whether legal or settlement costs,  associated with this case will
be material to the Partnership's overall operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters involving it or its investment property that are not of a routine nature
arising in the ordinary course of business.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

None.

Item 9a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

                                    PART III

Item 10.  Directors,   Executive   Officers,   Promoters  and  Control  Persons,
          Compliance With Section 16(a) of the Exchange Act

The   Registrant   has  no   directors   or   officers.   Three   Winthrop   and
Linnaeus-Lexington are the general partners of the Registrant. Three Winthrop is
the Managing General Partner and manages and controls  substantially  all of the
Registrant's  affairs and has general  responsibility  and ultimate authority in
all matters  affecting  its  business.  Pursuant to the by-laws of the  Managing
General  Partner,  the Residential  Committee of the Managing General Partner as
well as the officers  appointed by the Residential  Committee have the exclusive
authority to manage the day-to-day  affairs of the Managing  General  Partner in
its  capacity  as the  general  partner of the  Registrant.  There are no family
relationships between or among any directors or officers.

Name                        Age    Position

Martha L. Long               44    Director, Vice President - Residential,
                                    and sole member of the Residential Committee
Thomas M. Herzog             41    Vice President - Residential and Chief
                                     Accounting Officer
Michael L. Ashner            51    Chief Executive Officer and Director
Peter Braverman              52    Executive Vice President and Director

Martha L. Long has been a  Director  and Vice  President  -  Residential  of the
Managing General Partner since February 2004. Ms. Long has been with AIMCO since
October 1998 and has served in various  capacities.  From 1998 to 2001, Ms. Long
served as Senior Vice President and Controller of AIMCO and the Managing General
Partner.  During 2002 and 2003,  Ms. Long  served as Senior  Vice  President  of
Continuous Improvement for AIMCO.

Thomas M. Herzog was appointed Vice President - Residential and Chief Accounting
Officer of the Managing General Partner in February 2004 and of AIMCO in January
2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000, including a two-year assignment in the real estate national office.

Michael L. Ashner has been the Chief  Executive  Officer of  Winthrop  Financial
Associates, A Limited Partnership ("WFA") and the Managing General Partner since
January  15, 1996 as well as the Chief  Executive  Officer of Newkirk MLP Corp.,
the manager of the general partner of The Newkirk Master Limited Partnership,  a
real estate company.  Mr. Ashner has served as Chief Executive  Officer of First
Union Real Estate Equity and Mortgage Investments, a publicly traded real estate
investment  trust ("First  Union"),  since December 31, 2003. Since August 2002,
Mr.  Ashner has also  served as the Chief  Executive  Officer  and a Director of
Shelbourne  Properties I, II and III, three separate publicly traded real estate
investment  trusts.  Since 1981,  Mr. Ashner has been Chairman of Exeter Capital
Corporation,  a firm that has organized  and  administered  real estate  limited
partnerships.  Since August 2001, Mr. Ashner has also served as Chief  Executive
Officer of  AP-Fairfield  GP,  LLC,  the  general  partner of  Fairfield  Inn By
Marriott  Limited  Partnership,  an entity that owns and  operates 50  Fairfield
Inns.  Mr.  Ashner  also  currently  serves on the  Boards of  Directors  of the
following  publicly traded companies:  Greate Bay Hotel and Casino Inc., a hotel
and casino  operator,  and NBTY Inc., a  manufacturer,  marketer and retailed of
nutritional supplements.

Peter  Braverman  has  been a Vice  President  of WFA and the  Managing  General
Partner since  January 1996.  Mr.  Braverman  also serves as the Executive  Vice
President of Newkirk MLP Corp.  Mr.  Braverman has served as the Executive  Vice
President of First Union since January 2004. He has also been an Executive  Vice
President of  AP-Fairfield  GP, LLC since August  2001.  Since August 2002,  Mr.
Braverman  has also served as the  Executive  Vice  President  and a Director of
Shelbourne Properties I, II and III.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The board of directors of the Managing  General Partner does not have a separate
audit committee. As such, the board of directors of the Managing General Partner
fulfills  the  functions  of an audit  committee.  The  board of  directors  has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The director and officers of the Managing  General  Partner with  authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that  applies to such  director  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 11.    Executive Compensation

The  Registrant  is not  required  to and did not  pay any  compensation  to the
officers or directors  of the Managing  General  Partner.  The Managing  General
Partner  does not  presently  pay any  compensation  to any of its  officers and
directors (See "Item 13, Certain Relationships and Related Transactions").

Item 12.    Security Ownership of Certain Beneficial Owners and Management

(a)   Security Ownership of Certain Beneficial Owners

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  or  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2003.

                                                 Number
                 Entity                         of Units             Percentage

AIMCO IPLP, L.P.
  (an affiliate of AIMCO)                        241.15                37.16%

AIMCO Properties, L.P.
  (an affiliate of AIMCO)                        280.75                43.26%

AIMCO  IPLP,  L.P.  (formerly  known  as  Insignia  Financial  Group,  Inc.)  is
ultimately owned by AIMCO. Its business address is 55 Beattie Place, Greenville,
South Carolina 29601.

AIMCO  Properties,  L.P.  is  indirectly  ultimately  controlled  by AIMCO.  Its
business  address is 4582 S. Ulster St. Parkway,  Suite 1100,  Denver,  Colorado
80237.

No director  or officer of the  Managing  General  Partner  owns any Units.  The
Managing  General  Partner  owns  100  Units  as  required  by the  terms of the
Partnership Agreement governing the Partnership.

(b)   Security Ownership of Management

No  executive  officer,  director  or  general  partner  of  Three  Winthrop  or
Linnaeus-Lexington  or WFA own any Units of the  Registrant  or has the right to
acquire beneficial ownership of additional Units.

Item 13.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The Limited  Partnership  Agreement  provides  for (i)
certain  payments to  affiliates  for services  (ii)  reimbursements  of certain
expenses  incurred by  affiliates on behalf of the  Partnership  (iii) an annual
asset  management  fee of  $100,000  and (iv) an  annual  administration  fee of
$10,000.

Affiliates  of the  Managing  General  Partner  are  entitled  to  receive 3% of
residential rent collections and 5% of commercial  income from the Partnership's
property  as  compensation  for  providing  property  management  services.  The
Partnership  paid  to  such  affiliates  approximately  $953,000,  $936,000  and
$1,048,000 for the years ended December 31, 2003,  2002 and 2001,  respectively,
which is included in operating expense.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable   administrative   expenses  amounting  to  approximately  $413,000,
$435,000 and $2,474,000  for the years ended  December 31, 2003,  2002 and 2001,
respectively,  which is included in general and administrative  expense. For the
years ended  December 31, 2002 and 2001,  the first three quarters were based on
estimated  amounts and in the fourth  quarter the  reimbursements  were adjusted
based on actual costs (see Item 8. Financial  Statements,  Note J). During 2001,
the  Partnership  was charged,  by affiliates of the Managing  General  Partner,
approximately  $2,245,000 for fees related to construction  management  services
for work performed  during 1999, 2000 and 2001.  These fees had been capitalized
and included in investment  property.  During the second quarter of 2002, it was
determined by the Managing  General Partner that these fees should not have been
charged and the  Partnership  was refunded the full  amount.  Accordingly,  such
previously  capitalized  fees were no longer included in investment  property at
December 31, 2002.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned approximately $100,000 in asset management fees and approximately $10,000
in  administrative  fees for the years ended  December 31, 2003,  2002 and 2001,
which is included in general and administrative expense.

During the years ended  December 31, 2002 and 2001, an affiliate of the Managing
General Partner advanced the Partnership  approximately $156,000 and $1,115,000,
respectively.  There were no advances made for the year ended December 31, 2003.
Approximately  $156,000,  $1,853,000 and $1,495,000 was repaid during 2003, 2002
and 2001,  respectively.  At  December  31,  2003,  there was no balance due for
advances from affiliate.  At December 31, 2002,  approximately $156,000 was owed
and is included in advances  from  affiliate  in the  accompanying  consolidated
balance sheet.

In accordance with the Partnership  Agreement,  interest is charged at the prime
rate plus 2%. The Partnership  recognized  approximately $30,000 and $186,000 of
interest  expense  related to these advances during the years ended December 31,
2002 and 2001,  respectively.  Interest  expense for the year ended December 31,
2003 amounted to less than $1,000.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the years ended December 31, 2003,  2002 and
2001,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$273,000, $331,000 and $393,000,  respectively,  for insurance coverage and fees
associated with policy claims administration.

AIMCO and its affiliates owned 521.90 limited partnership units (the "Units") in
the Partnership  representing  80.42% of the  outstanding  Units at December 31,
2003. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates  or Three  Winthrop's  affiliates.  It is possible that
AIMCO or its affiliates will acquire  additional Units in exchange for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled  to take action  with  respect to a variety of matters  that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership of 80.42% of the outstanding  Units, AIMCO and its affiliates are in a
position  to  control  all voting  decisions  with  respect to the  Partnership.
Although  the Managing  General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the Managing  General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing  General Partner
to AIMCO, as its sole stockholder.

Item 14.    Principal Accounting Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $32,000 and $31,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $29,000 and $38,000, respectively.

Item 15.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index

      (b) Reports on Form 8-K filed during the quarter ended December 31, 2003:

            Current  Report on Form 8-K  dated  December  18,  2003 and filed on
            December 23, 2003 disclosing a Redemption and Contribution Agreement
            dated  December 11, 2003 between AIMCO  Properties,  L.P., and First
            Winthrop Corporation.



<PAGE>


                                   SIGNATURES



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, thereunto duly authorized.



                                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP


                                    By:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Vice President - Residential


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Vice President - Residential
                                          and Chief Accounting Officer


                                    Date: March 29, 2004


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, thereunto duly authorized.


/s/Martha L. Long       Vice President - Residential        Date: March 29, 2004
Martha L. Long          and Director


/s/Thomas M. Herzog     Vice President - Residential        Date: March 29, 2004
Thomas M. Herzog        and Chief Accounting Officer




<PAGE>


                                Index to Exhibits

Exhibit No.       Document

3.4  Amended and Restated  Limited  Partnership  Agreement  and  Certificate  of
     Amendment of Springhill Lake Investors Limited Partnership(1)

3.4  (a)  Amendment to Amended and  Restated  Limited  Partnership  Agreement of
     Springhill Lake Investors Limited Partnership dated August 23, 1995 (3)

10   (a) Amended and Restated Limited  Partnership  Agreement and Certificate of
     Amendment  of  First  Springhill  Lake  Limited  Partnership   (Partnership
     Agreements  of Second - Ninth  Springhill  Lake  Limited  Partnerships  are
     substantially identical)(1)

     (j)  Consolidated,  Amended and Restated Multifamily Note dated November 1,
          2002 between  Springhill Lake Investors  Limited  Partnership and GMAC
          Commercial Mortgage Corporation (2)

     (k)  Guaranty  dated  November 1, 2002 by AIMCO  Properties,  L.P., for the
          benefit of GMAC Commercial Mortgage Corporation (2)

     (l)  Consolidated,  Amended and Restated Payment Guaranty dated November 1,
          2002 by the Operating Partnerships (2)

     (m)  Completion/Repair  and  Security  Agreement  dated  November  1,  2002
          between  the  Operating  Partnerships  and  GMAC  Commercial  Mortgage
          Corporation (2)

     (n)  Replacement  Reserve and  Security  Agreement  dated  November 1, 2002
          between  the  Operating  Partnerships  and  GMAC  Commercial  Mortgage
          Corporation (2)

     (o)  Promissory  Note  dated  November  1,  2002  between  Springhill  Lake
          Investors Limited Partnership and the Operating Partnerships (2)

31.1 Certification  of  equivalent  of  Chief  Executive   Officer  pursuant  to
     Securities Exchange Act Rules  13a-14(a)/15d-14(a),  as Adopted Pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification  of  equivalent  of  Chief  Financial   Officer  pursuant  to
     Securities Exchange Act Rules  13a-14(a)/15d-14(a),  as Adopted Pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.

(1)  Incorporated herein by reference to the Registrant's Registration Statement
     on Form 10 dated April 30, 1986, as thereafter amended.

(2)  Incorporated herein by reference to the Registrant's Current Report on Form
     8-K dated November 14, 2002, as filed November 29, 2002.

(3)  Incorporated herein by reference to the Registrant's Current Report on Form
     8-K dated August 23, 1995, as filed September 5, 1995.


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have  reviewed  this  annual  report  on Form  10-K of  Springhill  Lake
      Investors Limited Partnership;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  March 29, 2004

                                /s/Martha L. Long
                                Martha L. Long
                                Vice  President - Residential  of Three Winthrop
                                Properties,   Inc.,   equivalent  of  the  chief
                                executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


1.    I have  reviewed  this  annual  report  on Form  10-K of  Springhill  Lake
      Investors Limited Partnership;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  March 29, 2004

                                /s/Thomas M. Herzog
                                Thomas M. Herzog
                                Vice   President   -   Residential   and   Chief
                                Accounting    Officer    of    Three    Winthrop
                                Properties,   Inc.,   equivalent  of  the  chief
                                financial officer of the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In connection  with the Annual Report on Form 10-K of Springhill  Lake Investors
Limited Partnership (the "Partnership"), for the year ended December 31, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the Chief Executive  Officer of
the Partnership,  and Thomas M. Herzog, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 29, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 29, 2004


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.