FORM 10-KSB--Annual or Transitional Report Under
                               Section 13 or 15(d)

[X]  Annual Report Under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934 [No Fee Required]

                    For the fiscal year ended December 31, 2000

[ ]  Transition  Report Under Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 [No Fee Required]

                   For the transition period.........to.........

                         Commission file number 0-14569

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                   (Name of small business issuer in its charter)

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

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

                                 (864) 239-1000
                            Issuer's telephone number

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $27,220,000

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, 2000. 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>

                                     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").  See  "Transfer  of  Control".  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". The Partnership Agreement provides
that the Partnership and Operating Partnerships are to terminate on December 31,
2035 unless terminated prior to such date.

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. See "Item
7.  Financial  Statements  - Note  F" for  further  information  concerning  the
mortgage loan encumbering the property.

The Registrant's  interest in the Operating  Partnerships  entitles it to 90% of
profits and losses for tax  purposes,  90% 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  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the  Partnership'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.

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.

Both the income and expenses of operating the project  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 project
owned by the Partnership.

The  Partnership  monitors the 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 6." of this
Form 10-KSB.

Transfer of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of First  Winthrop,  the sole  shareholder  of the Managing
General  Partner,  as  well  as a  20.7%  limited  partnership  interest  in the
Partnership.  In connection with this  transaction,  the by-laws of the Managing
General  Partner were amended and restated and certain  agreements  were entered
into between WFA and Insignia,  the shareholders of First Winthrop. As result of
these  agreements,  Insignia  was granted the right to elect one director to the
Managing General Partner's Board of Directors (the "Class B Director"). Further,
a  Residential  Committee  of the Board of  Directors  of the  Managing  General
Partner was established, the members of which are to be appointed by the Class B
Director.  The  Residential  Committee  is vested  with the  authority  to elect
officers and, together they have the right to cause the Managing General Partner
to take such actions as it deemed necessary and advisable in connection with the
activities of the Partnership.

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia  Properties Trust merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation. As a result, AIMCO acquired all of the rights of Insignia in and to
the limited partnership interests and the rights granted to Insignia pursuant to
the First Winthrop  transaction.  The Managing  General Partner does not believe
that this  transaction has had or will have a material effect on the affairs and
operations of the Partnership.

Item 2.     Description of Property

The  Registrant  owns no  property  other  than its  interest  in the  Operating
Partnerships.  The following  table sets forth the  Registrant's  investments in
property through its Operating Partnerships:
<TABLE>
<CAPTION>

                                   Date of
            Property               Purchase      Type of Ownership           Use

Springhill Lake                     10/84    Fee ownership subject        Apartment
<S>                                                                      <C>
  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 an  eight-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      $116,549       $59,137       10-25 yrs       S/L         $ 35,456
</TABLE>

See  "Item  7.  Financial   Statements,   Note  A"  for  a  description  of  the
Partnership's depreciation policy.

Schedule of Property Indebtedness

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

                          Principal                                          Principal
                          Balance At      Stated                              Balance
                         December 31,    Interest    Period     Maturity       Due At
Property                     2000          Rate     Amortized     Date      Maturity (1)
                       (in thousands)                                      (in thousands)

<S>                         <C>           <C>       <C>          <C>          <C>
Springhill Lake             $53,689       9.30%     10 years     05/03        $49,166
  1st mortgage
</TABLE>

(1)   See "Item 7. Financial  Statements - Note F" for information  with respect
      to the Registrant's ability to prepay this loan and other specific details
      about the loan.

Rental Rates and Occupancy

 Average annual rental rate and occupancy for 2000 and 1999 for the property:

                                Average Annual             Average Annual
                                 Rental Rates                 Occupancy
                                  (per unit)
Property                     2000           1999          2000         1999

Springhill Lake             $10,051       $ 9,517         90%          90%

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 units for lease 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.

 Real Estate Taxes and Rates

 Real estate taxes and rates in 2000 for the property were:

                               2000             2000
                              Billing           Rate
                          (in thousands)

Springhill Lake               $1,808            4.62%

Capital Improvements

Springhill Lake: The Partnership completed  approximately  $8,562,000 in capital
expenditures  at  Springhill  Lake  during the year  ended  December  31,  2000,
consisting primarily of appliance,  computer, lighting, heating, plumbing, water
heater, air conditioning,  countertop,  cabinet,  floor covering,  furniture and
fixture  replacements,  pool upgrades,  interior decoration,  major landscaping,
exterior  painting,  parking  lot,  recreational  facility,  vehicles,  fencing,
signage and structural  improvements.  These  improvements were funded primarily
from  replacement   reserves  and  operations.   The  Partnership  is  currently
evaluating the capital  improvement needs of the property for the upcoming year.
The minimum  amount to be budgeted is expected to be $275 per unit or  $797,225.
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.

Item 3.     Legal Proceedings

Grady v. Springhill  Lake Apartments  (Pending before the Prince George's County
Human  Relations  Commission,  case no.  AP94-1233).  This public  accommodation
discrimination  claim was filed on December 16, 1994,  however,  the  Commission
failed to notify  the  Registrant  of the charge  until  September  8, 1996.  On
December 26, 1996, the Registrant  filed its position  statement in this matter.
In his charge, the Complaintant claims that he was denied information  regarding
the rental of an apartment for  commercial use because of his race. In fact, the
Property does not lease  apartments  for  commercial  use, and, at the time, the
Property  had  no  commercial  space  available  for  lease.  In  addition,  the
Registrant  believes that the almost two year delay in notifying the  Registrant
of the  charge  is so  prejudicial  that the  charge  should be  dismissed.  The
Registrant is vigorously defending this matter.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

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

During the quarter ended December 31, 2000, 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
219  holders  of record  owning an  aggregate  of 649 Units.  Affiliates  of the
Managing  General Partner own 444.65 units or 68.51% of the outstanding  limited
partnership  units at December 31, 2000. No public  trading market has developed
for the Units,  and it is not anticipated that such a market will develop in the
future.

During  the  years  ended  December  31,  2000  and  1999,  there  were  no cash
distributions.  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 sale of the property.  The Partnership's
distribution  policy  is  reviewed  on a  semi-annual  basis.  There  can  be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations,  after planned capital expenditures,  to permit distributions to its
partners in 2001 or subsequent periods. See "Item 2. Description of Properties -
Capital   Improvements"   for  information   relating  to  anticipated   capital
expenditures at the Project.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 444.65 limited partnership
units in the Partnership  representing 68.51% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers  made by AIMCO,  its
affiliates  or Three  Winthrop's  affiliates.  It is possible  that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  68.51% of the  outstanding
units,  AIMCO is in a position to influence all voting decisions with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of their affiliation with the Managing General Partner.

Item 6.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-KSB and the other  filings  with the  Securities  and
Exchange  Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation.  Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

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

Results of Operations

The   Registrant's  net  income  for  the  year  ended  December  31,  2000  was
approximately  $1,725,000 as compared to net income of approximately  $1,056,000
for the year ended December 31, 1999 (See "Item 7.  Financial  Statements - Note
D" for a  reconciliation  of these amounts to the  Registrant's  federal taxable
income).  Income before  minority  interest for the year ended December 31, 2000
was  approximately  $2,523,000 as compared to  approximately  $1,727,000 for the
year ended December 31, 1999. The increase in income before minority interest is
due to an increase in total  revenues  partially  offset by an increase in total
expenses.  The  increase  in total  revenues is  attributable  to an increase in
rental and other income.  Rental income  increased due to an increase in average
annual rental rates. Other income increased due to increases in auxillary income
and an increase in interest  income as a result of higher  average cash balances
held in interest  bearing accounts offset by the receipt in May 1999 of attorney
fees and  costs  received  as a result of a  summary  judgement  in favor of the
Partnership.

Total expenses  increased  slightly due to increases in depreciation and general
and  administrative  expenses,  which were partially  offset by decreases in bad
debt, interest and operating expenses. Depreciation expense increased due to the
completion of capital  improvements  and replacements at the property during the
past twelve months.  Operating expense  decreased  primarily due to decreases in
referral  fees and  completion  of exterior  building  projects  in 1999.  These
decreases were partially offset by increases in fuel oil, due to the change to a
more  reliable  but  expensive  supplier and an increase in salaries and related
benefits.  Bad debt expense  decreased due to a decrease in write-offs of tenant
receivables and charges that were deemed to be  uncollectible.  Interest expense
decreased  due to  scheduled  principal  payments  which  reduced the  principal
balance of the debt encumbering the property.

General and  administrative  expense  increased for the year ended  December 31,
2000 compared to the year ended  December 31, 1999  primarily due to an increase
in the  cost  of  services  included  in the  management  reimbursements  to the
Managing  General  Partner  as allowed  under the  Partnership  Agreement.  Also
included in general and administrative  expense for the years ended December 31,
2000 and 1999 are costs associated with the quarterly and annual  communications
with  investors and  regulatory  agencies and the annual  audits and  appraisals
required by the Partnership Agreement are also included.

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 Registrant from increases in expense.  As part of this
plan, the Managing  General Partner  attempts to protect the Registrant from the
burden of  inflation-related  increases  in  expenses  by  increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Reserves

At  December  31,  2000,  the  Registrant  held  cash  and cash  equivalents  of
approximately  $2,447,000,  compared to approximately $2,343,000 at December 31,
1999 an  increase  of  approximately  $104,000.  The  increase  in cash and cash
equivalents  is the  result of  approximately  $7,204,000  of cash  provided  by
operating  activities and  approximately  $520,000 of cash provided by financing
activities which was partially  offset by approximately  $7,620,000 of cash used
in investing  activities.  Cash  provided by financing  activities  consisted of
advances from affiliates which more than offset  principal  payments made on the
mortgage  encumbering  the  Registrant's  property and payments of advances from
affiliates. Cash used by investing activities consisted of property improvements
and  replacements  and was partially  offset by net withdrawals  from restricted
escrow accounts  maintained by the mortgage lender.  The Registrant  invests its
working capital reserves in money market accounts.

The Registrant has invested as a general partner in the Operating  Partnerships,
and as such, receives distributions of cash flow from the Operating Partnerships
and is responsible for  expenditures  consisting of (i) interest  payable on the
mortgage loan and (ii) fees payable to affiliates of the General  Partners.  The
General Partners believe that funds distributed by the Operating Partnerships to
the Registrant will be sufficient to pay such expenditures.

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 Registrant and to comply with Federal,  state
and local  legal and  regulatory  requirements.  The  Partnership  is  currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount  to  be  budgeted  is  expected  to be  $275  per  unit  or
approximately  $797,225.  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.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $53,689,000  is amortized  over 10 years with a
balloon  payment  of  approximately  $49,166,000  due in May 2003.  The  General
Partner  will attempt to refinance  such  indebtedness  and/or sell the property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Registrant  will  risk  losing  the  property  through
foreclosure.

During  the  years  ended  December  31,  2000  and  1999,  there  were  no cash
distributions.  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 sale of the property.  The Partnership's
distribution  policy  is  reviewed  on a  semi-annual  basis.  There  can  be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations,  after planned capital expenditures,  to permit distributions to its
partners in 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 444.65 limited partnership
units in the Partnership  representing 68.51% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers  made by AIMCO,  its
affiliates  or Three  Winthrop's  affiliates.  It is possible  that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  68.51% of the  outstanding
units,  AIMCO is in a position to influence all voting decisions with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of their affiliation with the Managing General Partner.

<PAGE>

Item 7.     Financial Statements

     Report of Independent Public Accountants - Arthur Andersen LLP

     Consolidated Balance Sheet - December 31, 2000

     Consolidated  Statements of Operations - Years ended  December 31, 2000 and
     1999

     Consolidated  Statements of Changes in Partners'  (Deficit) Capital - Years
     ended December 31, 2000 and 1999

     Consolidated  Statements of Cash Flows - Years ended  December 31, 2000 and
     1999

     Notes to Consolidated Financial Statements


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To The Partners of
Springhill Lake Investors Limited Partnership:

We have audited the accompanying  consolidated  balance sheet of Springhill Lake
Investors Limited  Partnership and its subsidiaries as of December 31, 2000, and
the  related  consolidated  statements  of  operations,   changes  in  partners'
(deficit)  capital and cash flows for each of the two years in the period  ended
December  31,   2000.   These   consolidated   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated 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
audits 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 and its subsidiaries as of December 31, 2000, and
the results of their  operations  and their cash flows for each of the two years
in the period ended December 31, 2000, in conformity with accounting  principles
generally accepted in the United States.


                                                          /s/Arthur Andersen LLP


Denver, Colorado,
February 8, 2001.



<PAGE>



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

                                December 31, 2000

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 2,447
   Receivables and deposits (net of $129 allowance for
      doubtful accounts)                                                      1,603
   Restricted escrows                                                         2,022
   Other assets                                                               1,416
   Investment Property:
      Land                                                    $ 5,833
      Buildings and related personal property                 110,716
                                                              116,549
      Less accumulated depreciation                           (59,137)       57,412
                                                                           $ 64,900

Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                         $ 1,512
   Due to affiliate                                                             187
   Tenant security deposit liabilities                                          567
   Other liabilities                                                            563
   Advance from affiliate                                                     2,233
   Mortgage note payable                                                     53,689

Minority Interest                                                             4,529

Partners' (Deficit) Capital
   General partner                                           $ (2,779)
   Investor limited partners
      (649 units issued and outstanding)                        4,399         1,620
                                                                           $ 64,900
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

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

<TABLE>
<CAPTION>


                                                             Years Ended December 31,
                                                                2000         1999
   Revenues:
<S>                                                           <C>          <C>
      Rental income                                           $ 25,809     $  24,764
      Other income                                               1,411         1,395
         Total revenues                                         27,220        26,159

   Expenses:
      Operating                                                 10,786        11,145
      General and administrative                                   743           605
      Depreciation                                               5,548         4,406
      Interest                                                   5,258         5,336
      Property taxes                                             1,779         1,777
      Bad debt expense                                             583         1,163
         Total expenses                                         24,697        24,432

   Income before minority interest                               2,523         1,727

   Minority interest in net earnings of
      operating partnerships                                      (798)         (671)

            Net income                                        $  1,725       $ 1,056

   Net income allocated to general partner (5%)                 $   86       $    53
   Net income allocated to investor
      limited partners (95%)                                     1,639         1,003

            Net income                                        $  1,725       $ 1,056

   Net income per limited partnership unit                   $2,525.42     $1,545.45
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>


                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                 For The Years Ended December 31, 2000 and 1999
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


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

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

Partners' (deficit) capital at
  December 31, 1998                      649        $(2,918)     $1,757        $(1,161)

Net income for the year ended
  December 31, 1999                       --             53       1,003          1,056

Partners' (deficit) capital at
  December 31, 1999                      649         (2,865)      2,760           (105)

Net income for the year ended
  December 31, 2000                       --             86       1,639          1,725

Partners' (deficit) capital at
  December 31, 2000                      649        $(2,779)    $ 4,399        $ 1,620
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>
<TABLE>
<CAPTION>


                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)
                                                                 Years Ended December 31,
                                                                    2000          1999
Cash flows from operating activities:
<S>                                                                <C>          <C>
  Net income                                                       $ 1,725      $ 1,056
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Minority interest in net earnings of operating
      partnerships                                                     798          671
     Depreciation                                                    5,548        4,406
     Amortization of loan costs                                         98          124
     Bad debt expense                                                  583        1,163
     Change in accounts:
      Receivables and deposits                                        (849)      (1,128)
      Other assets                                                     (35)        (118)
      Accounts payable                                                (799)        (334)
      Tenant security deposit liabilities                               61          100
      Other liabilities                                               (113)        (552)
      Due to affiliate                                                 187           --

         Net cash provided by operating activities                   7,204        5,388

Cash flows from investing activities:
  Property improvements and replacements                            (7,654)      (6,156)
  Net withdrawals from restricted escrows                               34        1,464

         Net cash used in investing activities                      (7,620)      (4,692)

Cash flows from financing activities:
  Proceeds from advances from affiliate                              2,329           --
  Payments on advances from affiliate                                  (96)          --
  Payments on mortgage note payable                                 (1,713)      (1,681)

         Net cash provided by (used in) financing activities           520       (1,681)

Net increase (decrease) in cash and cash equivalents                   104         (985)

Cash and cash equivalents at beginning of year                       2,343        3,328

Cash and cash equivalents at end of year                           $ 2,447      $ 2,343

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 5,167      $ 5,657

Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts payable       $   908      $    --
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000


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 an eight-store  shopping center.  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  intercompany  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 ("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 2000 and 1999 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.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used (1)
for real property over 15 years for additions  prior to March 16, 1984, 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, and (2) for personal
property over 5 years for additions prior to 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 1/2 years and (2) personal property additions over 5 years.

Cash and Cash  Equivalents:  Includes  cash on hand,  in banks and money  market
accounts  with an original  maturity  date of three  months or less.  At certain
times,  the amount of cash  deposited  at a bank may exceed the limit on insured
deposits.  Cash balances included approximately  $2,256,000 at December 31, 2000
that are maintained by the affiliated management company on behalf of affiliated
entities in cash concentration accounts.

Investment in Properties:  Investment property consists of one apartment complex
with an eight-store shopping center and is stated at cost.  Acquisition fees are
capitalized as a cost of real estate.  In accordance  with Financial  Accounting
Standards Board Statement No. 121,  "Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets To Be Disposed Of," 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, 2000 or
1999.

Segment   Reporting:   Statement  of  Financial   Standards  ("SFAS")  No.  131,
"Disclosure about Segments of an Enterprise and Related Information" established
standards for the way that 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.  The Managing General
Partner  believes  that  segment-based  disclosures  will not  result  in a more
meaningful  presentation than the consolidated financial statements as presently
presented.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $209,000  and $367,000 for the years ended
December 31, 2000 and 1999,  respectively,  were charged to operating expense as
incurred.

Loan  Costs:  Loan  costs  of  approximately  $1,359,000,   net  of  accumulated
amortization of  approximately  $1,042,000,  are included in other assets in the
accompanying balance sheet and are being amortized on a straight-line basis over
the life of the loan.

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,  after
discounting the scheduled loan payments at a borrowing rate currently  available
to the Partnership, approximates its carrying value.

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 as earned on its
leases.  In addition,  the Managing General  Partner's policy is to offer rental
concessions during  particularly slow months or in response to heavy competition
from other similar complexes in the area. Concessions are charged against rental
income as incurred.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees  for the  duration  of the  lease  and such  deposits  are  included  in
receivables  and  deposits.  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 - Transfer of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of First  Winthrop,  the sole  shareholder  of the Managing
General  Partner,  as  well  as a  20.7%  limited  partnership  interest  in the
Partnership.  In connection with this  transaction,  the by-laws of the Managing
General  Partner were amended and restated and certain  agreements  were entered
into between WFA and Insignia,  the shareholders of First Winthrop. As result of
these  agreements,  Insignia  was granted the right to elect one director to the
Managing General Partner's Board of Directors (the "Class B Director"). Further,
a  Residential  Committee  of the Board of  Directors  of the  Managing  General
Partner was established, the members of which are to be appointed by the Class B
Director.  The  Residential  Committee  is vested  with the  authority  to elect
officers and, together they have the right to cause the Managing General Partner
to take such actions as it deemed necessary and advisable in connection with the
activities of the Partnership.

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia  Properties Trust merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation. As a result, AIMCO acquired all of the rights of Insignia in and to
the limited partnership interests and the rights granted to Insignia pursuant to
the First Winthrop  transaction.  The Managing  General Partner does not believe
that this  transaction has had or will have a material effect on the affairs and
operations of the Partnership.

Note C - Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>

                                                  Initial Cost
 Investment Properties                           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               $ 53,689       $ 5,833     $ 67,484        $ 43,232
</TABLE>

<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 2000
                                    (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     $110,716    $116,549   $ 59,137     10/84      10-25
</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 Properties and Accumulated Depreciation":

                                           Years Ended December 31,
                                             2000            1999
                                                (in thousands)
Investment Properties
Balance at beginning of year               $107,987        $101,831
   Property improvements                      8,562           6,156
Balance at end of year                     $116,549        $107,987

Accumulated Depreciation
Balance at beginning of year               $ 53,589        $ 49,183
   Depreciation of real estate                5,548           4,406
Balance at end of year                     $ 59,137        $ 53,589

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December 31, 2000 and 1999, is $115,871,000  and  $106,447,000.  The accumulated
depreciation  taken for Federal  income tax  purposes  at December  31, 2000 and
1999, is $80,415,000 and $74,827,000.

Note D - Taxable Loss

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:
<TABLE>
<CAPTION>

                                                      2000                1999
                                                  (in thousands, except unit data)

<S>                                                  <C>                 <C>
  Net income as reported                             $ 1,725             $ 1,056
     Excess of accelerated depreciation for
       income tax purposes                               194                (124)
     Deferred revenue - laundry income                  (147)               (161)
     Other                                              (152)                779

  Federal taxable income                             $ 1,620             $ 1,550

  Federal taxable income per limited
     partnership unit                                $ 2,371             $ 1,142
</TABLE>

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

                                                     2000
  Net assets as reported:                          $  1,620
     Land and buildings                                (625)
     Accumulated depreciation                       (21,100)
     Deferred sales commission                          424
     Other                                            1,116

  Net liabilities - income tax method              $(18,565)

Note E - 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.

The following  transactions with affiliates of the Managing General Partner were
charged to expense for the years ended December 31, 2000 and 1999:
<TABLE>
<CAPTION>

                                                                   2000        1999
                                                                    (in thousands)

<S>                                                                <C>         <C>
Property management fees (included in operating expenses)          $790        $748
Reimbursement for services of affiliates (included in general
  administrative expense and investment properties)                 839         419
Asset management fee (included in general and administrative
  expense)                                                          100         100
Annual administration fee (included in general and
  administrative expense)                                            10          10
Interest expense                                                     94          --
</TABLE>

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General Partner were entitled to receive 3% of tenant rent collections and 5% of
store commercial  income from the Registrant's  property for providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$790,000  and  $748,000  for  the  years  ended  December  31,  2000  and  1999,
respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $839,000 and
$419,000  for the years  ended  December  31,  2000 and 1999,  respectively.  At
December  31,  2000,  approximately  $157,000  of the current  year  expense was
accrued  and  included  in due to  affiliate  in the  accompanying  consolidated
balance  sheet.  Included in the  reimbursement  of  accountable  administrative
expense is approximately $290,000 and $90,000 in reimbursements for construction
oversight costs for the years ended December 31, 2000 and 1999, respectively.

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 both the years ended December 31, 2000 and 1999.

During the year ended  December 31, 2000,  an affiliate of the Managing  General
Partner advanced the Partnership  approximately  $2,329,000 for budgeted capital
improvements.  Approximately  $96,000 was repaid during 2000. In accordance with
the  Partnership  Agreement,  interest  is to be  charged  at prime plus 2%. The
Partnership recognized approximately $94,000 of interest expense related to this
advance during the year ended  December 31, 2000. Of this amount,  approximately
$30,000 was accrued at December 31, 2000 and included in due to affiliate.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 444.65 limited partnership
units in the Partnership  representing 68.51% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers  made by AIMCO,  its
affiliates  or Three  Winthrop's  affiliates.  It is possible  that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  68.51% of the  outstanding
units,  AIMCO is in a position to influence all voting decisions with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of their affiliation with the Managing General Partner.

Note F - Mortgage Note Payable

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

                        Principal
                         Balance        Monthly                               Principal
                          Due At        Payment                                Balance
Property               December 31,    Including    Interest    Maturity       Due At
                           2000         Interest      Rate        Date        Maturity
                             (in thousands)                                (in thousands)
Springhill Lake
<S>                      <C>             <C>          <C>        <C>           <C>
  1st mortgage           $53,689         $ 566        9.30%      05/03         $49,166
</TABLE>

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.  The mortgage  note requires
prepayment penalties if repaid prior to maturity.  Further, the property may not
be sold subject to existing indebtedness.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2000, are as follows (in thousands):

               2001          $ 1,748
               2002            2,049
               2003           49,892
              Total          $53,689

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 December 31,
2007. 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, 2000 are as follows (in thousands):

               2001           $ 64
               2002             64
               2003             64
               2004             64
               2005             64
            Thereafter         115
                              $435

Note H - Legal Proceedings

Grady v. Springhill  Lake Apartments  (Pending before the Prince George's County
Human  Relations  Commission,  case no.  AP94-1233).  This public  accommodation
discrimination  claim was filed on December 16, 1994,  however,  the  Commission
failed to notify  the  Registrant  of the charge  until  September  8, 1996.  On
December 26, 1996, the Registrant  filed its position  statement in this matter.
In his charge, the Complaintant claims that he was denied information  regarding
the rental of an apartment for  commercial use because of his race. In fact, the
Property does not lease  apartments  for  commercial  use, and, at the time, the
Property  had  no  commercial  space  available  for  lease.  In  addition,  the
Registrant  believes that the almost two year delay in notifying the  Registrant
of the  charge  is so  prejudicial  that the  charge  should be  dismissed.  The
Registrant is vigorously defending this matter.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.


Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

Effective  December 8, 1999,  the  Registrant  dismissed  its prior  Independent
Auditors, KPMG LLP ("KPMG") and retained as its new Independent Auditors, Arthur
Andersen LLP. KPMG's Independent Auditor's Report on the Registrant's  financial
statements  for the  calendar  year ended  December  31, 1998 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as
to  uncertainty,  audit scope or accounting  principles.  The decision to change
Independent  Auditors was approved by the Managing General Partner's  directors.
During the calendar year ended 1998 and through  December 8, 1999, there were no
disagreements  between  the  Registrant  and KPMG on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope of
procedure which disagreements if not resolved to the satisfaction of KPMG, would
have caused it to make references to the subject matter of the  disagreements in
connection with its reports.

Effective  December 8, 1999, the Registrant  engaged Arthur  Andersen LLP as its
Independent Auditors. During the last two calendar years and through December 8,
1999, the  Registrant  did not consult Arthur  Andersen LLP regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.

                                    PART III

Item 9. 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.  On October 28, 1997,  Insignia  Financial
Group,  Inc.  ("Insignia")  acquired 100% of the Class B stock of First Winthrop
Corporation  ("FWC"),  the sole shareholder of Three Winthrop.  Pursuant to this
transaction,  the  by-laws of Three  Winthrop  were  amended to provide  for the
creation of a  Residential  Committee.  On October 1, 1998,  Insignia was merged
into  Apartment  Investment  and  Management  Company  ("AIMCO")  (See "Item 1 -
Transfer of Control").  Pursuant to the terms of Three Winthrop's by-laws, AIMCO
has the right to elect one director to Three  Winthrop's  Board of Directors and
appoint the members of the Residential  Committee.  The Residential Committee is
generally  authorized  to cause Three  Winthrop to take such actions as it deems
necessary  and advisable in connection  with the  activities of the  Registrant.
There are no family relationships between or among any officers or directors.

Name                        Age    Position

Patrick J. Foye              43    Vice President - Residential and Director
Martha L. Long               41    Vice President - Residential Accounting
Michael L. Ashner            48    Chief Executive Officer and Director
Peter Braverman              49    Executive Vice President and Director

Patrick  J. Foye has been Vice  President  -  Residential  and  Director  of the
Managing General Partner since October 1, 1998. Mr. Foye has served as Executive
Vice President of AIMCO since May 1998.  Prior to joining AIMCO,  Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was  Managing  Partner  of the  firm's  Brussels,  Budapest  and Moscow
offices from 1992  through  1994.  Mr. Foye is also Deputy  Chairman of the Long
Island  Power   Authority  and  serves  as  a  member  of  the  New  York  State
Privatization  Council.  He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

Martha L. Long has been Vice President of Residential Accounting of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

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.  From June 1994 until January 1996, Mr. Ashner was a Director,
President and Co-chairman of National  Property  Investors,  Inc., a real estate
investment company ("NPI"). Mr. Ashner was also a Director and executive officer
of NPI Property Management  Corporation ("NPI Management") from April 1984 until
January  1996. In addition,  since 1981 Mr. Ashner has been  President of Exeter
Capital  Corporation,  a firm which has organized and  administered  real estate
limited partnerships.

Peter  Braverman,  has been a Vice  President  of WFA and the  Managing  General
Partner since January 1996. From June 1995 until January 1996, Mr. Braverman was
a Vice President of NPI and NPI Management. From June 1991 until March 1994, Mr.
Braverman  was  President  of  the  Braverman  Group,  a  firm  specializing  in
management consulting for the real estate and construction industries. From 1988
to 1991, Mr. Braverman was a Vice President and Assistant Secretary of Fischbach
Corporation, a publicly traded, international real estate and construction firm.

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  Residential   Committee  of  the  Managing   General  Partner  fulfill  the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Managing General Partner.  Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive  officers and director of the Managing  General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The  Residential  Committee of the Managing  General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity  of  those  audited  financial  statements  with  generally  accepted
accounting  principles,  their  judgments  as  to  the  quality,  not  just  the
acceptability, of the Partnership's accounting principles and such other matters
as are required to be discussed with the Audit Committee or its equivalent under
generally  accepted  auditing  standards.   In  addition,  the  Partnership  has
discussed  with  the  independent  auditors  the  auditors'   independence  from
management and the Partnership  including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
non-audit services with the auditors' independence.

The Residential  Committee of the Managing  General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the Managing General Partner has approved the inclusion
of the  audited  financial  statements  in the Form  10-KSB  for the year  ended
December 31, 2000 for filing with the Securities and Exchange Commission.

The Managing General Partner has reappointed  Arthur Andersen LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal  year.  Fees for the last  fiscal  year were  annual  audit  services  of
approximately  $23,000  and  non-audit  services  (principally  tax-related)  of
approximately $41,000.

Item 10.    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 12, Certain Relationships and Related Transactions").

Item 11.    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, 2000.
<TABLE>
<CAPTION>

                                                 Number
                 Entity                         of Units                Percentage

Insignia Financial Group, Inc.
<S>                                              <C>                      <C>
  (an affiliate of AIMCO)                        241.15                   37.16%
AIMCO Properties LP
  (an affiliate of AIMCO)                        203.50                   31.35%
</TABLE>

Insignia  Financial  Group,  Inc. is  ultimately  owned by AIMCO.  Its  business
address is 55 Beattie Place, Greenville, South Carolina 29601.

AIMCO Properties LP is indirectly  ultimately  controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

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 12.    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.

The following  transactions with affiliates of the Managing General Partner were
charged to expense for the years ended December 31, 2000 and 1999:
<TABLE>
<CAPTION>

                                                                   2000        1999
                                                                    (in thousands)

<S>                                                                <C>         <C>
Property management fees                                           $790        $748
Reimbursement for services of affiliates                            839         419
Asset management fee                                                100         100
Annual administration fee                                            10          10
Interest expense                                                     94          --
</TABLE>

During the years ended  December 31, 2000 and 1999,  affiliates  of the Managing
General Partner were entitled to receive 3% of tenant rent collections and 5% of
store commercial  income from the Registrant's  property for providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$790,000  and  $748,000  for  the  years  ended  December  31,  2000  and  1999,
respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $839,000 and
$419,000  for the years  ended  December  31,  2000 and 1999,  respectively.  At
December  31,  2000,  approximately  $157,000  of the current  year  expense was
accrued  and  included  in due to  affiliate  in the  accompanying  consolidated
balance  sheet.  Included in the  reimbursement  of  accountable  administrative
expense is approximately $290,000 and $90,000 in reimbursements for construction
oversight costs for the year ended December 31, 2000 and 1999, respectively.

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 both the years ended December 31, 2000 and 1999.

During the year ended  December 31, 2000,  an affiliate of the Managing  General
Partner advanced the Partnership  approximately  $2,329,000 for budgeted capital
improvements.  Approximately  $96,000 was repaid during 2000. In accordance with
the  Partnership  Agreement,  interest  is to be  charged  at prime plus 2%. The
Partnership recognized approximately $94,000 of interest expense related to this
advance during the year ended  December 31, 2000. Of this amount,  approximately
$30,000 was accrued at December 31, 2000 and included in due to affiliate.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 444.65 limited partnership
units in the Partnership  representing 68.51% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers  made by AIMCO,  its
affiliates  or Three  Winthrop's  affiliates.  It is possible  that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of  68.51% of the  outstanding
units,  AIMCO is in a position to influence all voting decisions with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of their affiliation with the Managing General Partner.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Reports on Form 8-K filed in the fourth quarter of fiscal year 2000:

            None.
<PAGE>
                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant has caused this Report on Form 10-KSB 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/Patrick J. Foye
                                         Patrick J. Foye
                                         Vice President - Residential

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

                                   Date:


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


/s/Patrick J. Foye      Vice President-Residential          Date:
Patrick J. Foye         and Director


/s/Martha L. Long       Vice President - Residential        Date:
Martha L. Long          Accounting

<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)

               (b)  Loan Agreement dated as of April 30, 1993 between Springhill
                    Lake Investors  Limited  Partnership and Marvin M. Franklin,
                    Mark P. Snyderman and J. Grant  Monahon,  as Trustees of AEW
                    #207 Trust(2)

               (c)  $58,000,000   Amended  and  Restated  Promissory  Note  from
                    Springhill Lake Investors  Limited  Partnership to Marvin M.
                    Franklin,  Mark  P.  Snyderman  and  J.  Grant  Monahon,  as
                    Trustees of AEW #207 Trust dated April 30, 1993(2)

               (d)  $5,000,000  Second  Promissory  Note  from  Springhill  Lake
                    Investors Limited Partnership to Marvin M. Franklin, Mark P.
                    Snyderman  and J. Grant  Monahon,  as  Trustees  of AEW #207
                    Trust dated April 30, 1993(2)

               (e)  Amended  and  Restated  Indemnity  and  Deed  of  Trust  and
                    Security  Agreement  between the Operating  Partnerships and
                    James C.  Oliver and Fred Wolf,  II,  Trustees,  dated as of
                    April 30, 1993(2)

               (f)  Second  Indemnity  and Deed of Trust and Security  Agreement
                    between the Operating  Partnerships  and James C. Oliver and
                    Fred Wolf, II, Trustees, dated as of April 30, 1993(2)

               (g)  Indemnity  Agreement  dated as of  April  30,  1993  between
                    Springhill Lake Investors  Limited  Partnership and Winthrop
                    Financial Associates, A Limited Partnership(2)

               (h)  Amended and  Restated  Guaranty and  Indemnity  Agreement of
                    Property  Owners  dated as of April  30,  1994  between  the
                    Operating  Partnerships  and  Marvin  M.  Franklin,  Mark P.
                    Snyderman  and J. Grant  Monahon,  as  Trustees  of AEW #207
                    Trust(2)

               (i)  Second  Guaranty and Indemnity  Agreement of Property Owners
                    dated  as  of  April  30,   1994   between   the   Operating
                    Partnerships  and Marvin M. Franklin,  Mark P. Snyderman and
                    J. Grant Monahon, as Trustees of AEW #207 Trust(2)

---------------

(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 Annual Report on Form
     10-K for the year ended December 31, 1993.

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