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, 2002

[ ]   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, 2002. 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


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.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  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; 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 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.

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  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 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
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  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 Project 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.

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.

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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  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

<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 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      $126,302       $72,740       10-30 yrs       S/L         $31,995
</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 Registrant's property.

<TABLE>
<CAPTION>

                    Principal    Principal                                    Principal
                    Balance At   Balance At   Stated                           Balance
                   December 31, December 31, Interest    Period   Maturity      Due At
Property               2002         2001       Rate    Amortized    Date     Maturity (1)
                        (in thousands)                                      (in thousands)
Springhill Lake
<S>                  <C>          <C>           <C>     <C>         <C>        <C>
  1st mortgage       $113,100     $51,788       (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  ("DMBS") plus 85 basis  points.  The rate at December 31,
      2002 was 2.16%.

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 Permanent  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 2.16% at  December  31, 2002 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 are prepayable
without penalty.

The  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 $16,000
were capitalized  subsequent to December 31, 2002. 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 deposited in an escrow account to be used
to complete required repairs at the property.

Rental Rates and Occupancy

 Average annual rental rate and occupancy for 2002 and 2001 for the Property:

                                Average Annual             Average Annual
                                 Rental Rates                 Occupancy
                                  (per unit)
Property                     2002           2001          2002         2001

Springhill Lake             $10,899       $10,527         97%          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 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 2002 for the Property were:

                              2002              2002
                            Billing             Rate
                         (in thousands)

Springhill Lake              $1,851             4.55%

Capital Improvements

The Partnership  completed  approximately  $3,679,000 in capital expenditures at
Springhill Lake during the year ended December 31, 2002, consisting primarily of
floor covering and appliance  replacements,  plumbing fixtures, air conditioning
and  electrical  upgrades,  building and  structural  improvements  and interior
decorations.  These improvements were funded primarily from insurance  proceeds,
replacement reserves and cash flow from operations. The Partnership is currently
evaluating the capital  improvement  needs of the Property for the upcoming year
and currently expects to budget approximately  $870,000 and does not include any
amounts that will be incurred during 2003 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.
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

The Partnership is unaware of any 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, 2002, 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, 2002. 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,  2001  and  2000,  there  were  no cash
distributions. The Partnership distributed the following amounts during the year
ended  December  31, 2002 and  subsequent  to December  31, 2002 (in  thousands,
except per unit data):

                                                               Per Limited
                                                               Partnership
                                       Aggregate                   Unit

01/01/02 - 12/31/02 (1)                 $51,806                  $79,365
01/01/03 - 02/28/03 (2)                   4,650                    7,023

 (1)  Consists  of   approximately   $5,966,000  of  cash  from  operations  and
      $45,840,000 of cash from the proceeds of the November 2002  refinancing of
      the mortgage encumbering Springhill Lake Apartments.

 (2)  Consists  of   approximately   $1,832,000  of  cash  from  operations  and
      $2,818,000 of cash from the proceeds of 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 Registrant's cash available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Registrant will generate sufficient funds from operations after required capital
improvement  expenditures  to permit any further  distributions  to its partners
during 2003 or subsequent periods.

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,
2002. 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 of limited  partnership
interest in the  Partnership  in exchange for cash or a combination  of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take action with  respect to a variety of matters.
As a result of its ownership of 80.42% of the outstanding  Units,  AIMCO is in a
position  to  control  all voting  decisions  with  respect  to the  Registrant.
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>

                                2002         2001        2000         1999        1998
Total revenues from
<S>                           <C>          <C>         <C>          <C>         <C>
  rental operations           $ 32,290     $ 31,004    $ 27,220     $ 26,159    $ 24,940

Net income                     $ 3,213      $ 2,387    $ 1,725      $ 1,056       $ 196

Net income per limited
  partnership unit             $ 4,703      $ 3,495    $ 2,525      $ 1,545       $ 287

Limited partnership
  units outstanding                  649        649         649          649         649

Total assets                  $ 71,425     $ 67,310    $ 64,900     $ 61,613    $ 62,353

Mortgage note payable         $ 113,100    $ 51,788    $ 53,689     $ 55,402    $ 57,083
</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

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 has been  completed  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.

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to eleven apartment  units.  Subsequent to December 31, 2002, all work
was completed with the costs to restore the property totaling $114,000.  No loss
is expected to be incurred by the Partnership as a result of the fire.

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.

2001 Compared with 2000

The   Registrant's  net  income  for  the  year  ended  December  31,  2001  was
approximately  $2,387,000 compared to net income of approximately $1,725,000 for
the year  ended  December  31,  2000  (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,  2001  was  approximately   $3,328,000   compared  to
approximately  $2,523,000  for the year ended December 31, 2000. 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 income  partially  offset by a
decrease in other income.  Rental income increased due to an increase in average
annual rental rates  combined with a significant  increase in average  occupancy
and a  significant  decrease in  concessions  offered to tenants.  Other  income
decreased  due to decreases in  ancillary  income and interest  income which was
offset by an increase in tenant reimbursements.

Total expenses increased due to an increase in operating,  depreciation, general
and  administrative  and property tax expenses partially offset by a decrease in
bad debt expense.  Operating expense  increased  primarily due to an increase in
utility  expenses,  especially  natural gas,  interior and exterior  common area
painting projects,  insurance  premiums,  contract work and property  management
expense  which  is  charged  as  a  percentage   of  tenant  rent   collections.
Depreciation  expense  increased due to the completion of property  improvements
and  replacements  at the Property  during the past twelve  months which are now
being  depreciated.  Property  tax expense  increased  due to an increase in the
assessed value by the local taxing authority.  Bad debt expense decreased due to
increased  occupancy and tenant retention and the renovation  project attracting
more desirable tenants.

General and administrative expenses increased due to an increase in the costs of
services included in the management reimbursements to affiliates of the Managing
General  Partner  allowed under the  Partnership  Agreement  associated with its
management of the Partnership.

Also included in general and administrative expense for the years ended December
31,  2002,  2001 and 2000 are costs  associated  with the  quarterly  and annual
communications  with  investors  and  regulatory  agencies and the annual audits
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,  2002,  the  Registrant  had  cash  and  cash  equivalents  of
approximately  $5,559,000,  compared to approximately $2,277,000 at December 31,
2001.  The  increase  of  approximately  $3,282,000  was  due  to  approximately
$11,027,000  of cash  provided  by  operating  activities  partially  offset  by
approximately  $5,862,000 and $1,883,000 of cash used in investing and financing
activities,  respectively.  Cash  used  in  investing  activities  consisted  of
property  improvements and  replacements and net deposits to restricted  escrows
partially  offset by a refund of construction  service fees from an affiliate of
the Managing General Partner and the receipt of insurance proceeds. Cash used in
financing activities  consisted of distributions to partners,  the repayment and
scheduled principal payments on the mortgage encumbering the Property,  payments
on advances  from an affiliate of the Managing  General  Partner and payments of
loan costs  partially  offset by proceeds  received from the  refinancing of the
mortgage encumbering the Property and advances received from an affiliate of the
Managing  General  Partner.  During 2001,  the  Partnership  was charged,  by an
affiliate 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 are no
longer  included in  investment  property at December 31, 2002.  The  Registrant
invests its working capital reserves in interest bearing 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 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  $870,000 and does
not include any amounts  that will be incurred  during 2003 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.  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. 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 2.16% at December  31, 2002 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 are prepayable without penalty.

The  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 $16,000
were capitalized  subsequent to December 31, 2002. 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 deposited in an escrow account to be used
to complete required repairs at the property.

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  Registrant's  assets are thought to be sufficient for any short-term  needs
(excluding capital improvements) of the Registrant. The mortgage indebtedness of
approximately  $113,100,000  requires monthly payments of principal and interest
until its maturity  date in September  2007.  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.

During  the  years  ended  December  31,  2001  and  2000,  there  were  no cash
distributions. The Partnership distributed the following amounts during the year
ended  December  31, 2002 and  subsequent  to December  31, 2002 (in  thousands,
except per unit data):

                                                               Per Limited
                                                               Partnership
                                       Aggregate                   Unit

01/01/02 - 12/31/02 (1)                 $51,806                  $79,365
01/01/03 - 02/28/03 (2)                   4,650                    7,023

 (1)  Consists  of   approximately   $5,966,000  of  cash  from  operations  and
      $45,840,000 of cash from the proceeds of the November 2002  refinancing of
      the mortgage encumbering Springhill Lake Apartments.

 (2)  Consists  of   approximately   $1,832,000  of  cash  from  operations  and
      $2,818,000 of cash from the proceeds of 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 Registrant's cash available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Registrant will generate sufficient funds from operations after required capital
improvement  expenditures  to permit any further  distributions  to its partners
during 2003 or subsequent periods.

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,
2002. 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 of limited  partnership
interest in the  Partnership  in exchange for cash or a combination  of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take action with  respect to a variety of matters.
As a result of its ownership of 80.42% of the outstanding  Units,  AIMCO is in a
position  to  control  all voting  decisions  with  respect  to the  Registrant.
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  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 Property.
These  factors  include  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 assets.

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 and the  Partnership  fully  reserves  all balances  outstanding  over
thirty days. The Partnership will offer rental concessions  during  particularly
slow months or in response to heavy  competition from other similar complexes in
the area. Concessions are charged to income as incurred.

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.  Both  the debt  encumbering  the  Property  and the
advances made from its affiliate to the Partnership  bear interest at a variable
rate. As of December 31, 2002 the  Partnership  owes  approximately  $156,000 in
such advances which is repaid as the Property's  cash flow allows and was repaid
during  January 2003.  Based on interest rates at December 31, 2002, a 100 basis
point  increase or decrease in market  interest  rates would not have a material
impact on the Partnership.

The following table  summarizes the  Partnership's  debt obligations at December
31, 2002. The fair value of the  Partnership's  debt  approximates  its carrying
value as of December 31, 2002.

Principal amount by expected maturity:

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

               2003                   $ 2,709                 (1)
               2004                     2,769                 (1)
               2005                     2,829                 (1)
               2006                     2,891                 (1)
               2007                   101,902                 (1)
               Total              $ 113,100

(1)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index  ("DMBS") plus 85 basis  points.  The rate was 2.16% at December 31,
      2002 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.

Item 8.     Financial Statements and Supplementary Data

       Report of Ernst & Young LLP, Independent Auditors

       Report of Arthur Andersen LLP, Independent Auditors

       Consolidated Balance Sheets - December 31, 2002 and 2001

      Consolidated Statements of Operations - Years ended December 31, 2002,
         2001 and 2000

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 2002, 2001 and 2000

      Consolidated  Statements  of Cash Flows - Years ended  December  31, 2002,
        2001 and 2000

       Notes to Consolidated Financial Statements

                     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, 2002 and 2001 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, 2002.
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,  2002  and  2001,  and  the
consolidated  results of its  operations  and its cash flows for each of the two
years in the period ended  December  31, 2002,  in  conformity  with  accounting
principles generally accepted in the United States.

As discussed in Note A to the  consolidated  financial  statements,  in 2002 the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  145,
"Rescission of FASB Statements No. 4, 44 and 64."

                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 14, 2003


The  following  is a copy of the audit report  issued by Arthur  Andersen LLP in
connection with Springhill Lake Investors  Limited  Partnership and Subsidiaries
filing of its annual  report on Form 10-K for the year ended  December 31, 2000.
This audit report has not been  reissued by Arthur  Andersen  LLP in  connection
with  this  filing  of  the  Partnership's  annual  report  on  Form  10-K.  The
consolidated  balance  sheet  as of  December  31,  2000,  and the  consolidated
statements of operations,  changes in partners' (deficit) capital and cash flows
for the year ended December 31, 1999 have not been included in the  accompanying
financial statements.



                    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 Subsidiaries as of December 31, 2000, and the
consolidated  statements of operations,  changes in partners' (deficit) capital,
and cash flows for the years ended December 31, 2000 and 1999.  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  general 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  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  financial  position of Springhill  Lake  Investors
Limited   Partnership  and   Subsidiaries  as  of  December  31,  2000  and  the
consolidated  results  of their  operations  and their  cash flows for the years
ended  December 31, 2000 and 1999,  in  conformity  with  accounting  principles
generally accepted in the United States.



                                                          /s/Arthur Andersen LLP


Denver, Colorado,
February 8, 2001.




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


<TABLE>
<CAPTION>


                                                           December 31,  December 31,
                                                               2002          2001
Assets
<S>                                                           <C>           <C>
   Cash and cash equivalents                                  $ 5,559       $ 2,277
   Receivables and deposits                                     1,854         2,118
   Restricted escrows                                           7,026         2,332
   Other assets                                                 3,424         1,256
   Investment Property (Notes B and E):
     Land                                                       5,833         5,833
     Buildings and related personal property                  120,469       119,300
                                                              126,302       125,133
     Less accumulated depreciation                            (72,740)      (65,806)
                                                               53,562        59,327
                                                             $ 71,425      $ 67,310
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                           $ 1,044       $ 2,222
   Due to affiliate (Note D)                                       --            99
   Tenant security deposit liabilities                            774           775
   Other liabilities                                              937         1,096
   Advances from affiliate                                        156         1,853
   Mortgage note payable (Note E)                             113,100        51,788
                                                              116,011        57,833

Minority Interest (Note H)                                         --         5,470

Partners' (Deficit) Capital
   General partners                                            (2,797)       (2,660)
   Investor limited partners
     (649 units issued and outstanding)                       (41,789)        6,667
                                                              (44,586)        4,007
                                                             $ 71,425      $ 67,310

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


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


<TABLE>
<CAPTION>

                                                        Years Ended December 31,
                                                     2002         2001          2000
Revenues:
<S>                                                <C>           <C>          <C>
   Rental income                                   $30,462       $29,682      $25,809
   Other income                                      1,362         1,322        1,411
   Casualty gain (Note F)                              466            --           --
      Total revenues                                32,290        31,004       27,220

Expenses:
   Operating                                        12,347        12,713       10,786
   General and administrative                          639           815          743
   Depreciation                                      7,106         6,727        5,548
   Interest                                          4,772         5,242        5,258
   Property taxes                                    1,850         1,849        1,779
   Bad debt expense                                    199           330          583
      Total expenses                                26,913        27,676       24,697

Income before minority interest                      5,377         3,328        2,523

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

Minority interest in net earnings of
   Operating Partnerships (Note H)                  (1,066)         (941)        (798)

         Net income                                $ 3,213       $ 2,387      $ 1,725

Net income allocated to general partners (5%)       $ 161         $ 119         $ 86
Net income allocated to investor limited
   partners (95%)                                    3,052         2,268        1,639

         Net income                                $ 3,213       $ 2,387      $ 1,725

Net income per limited partnership unit            $ 4,703       $ 3,495      $ 2,525
Distributions per limited partnership unit         $79,365        $ --          $ --

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                       SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                    For The Years Ended  December 31, 2002,  2001 and 2000
                              (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' (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

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

Partners' (deficit) capital at
  December 31, 2001                      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)

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                  SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                   Years Ended December 31,
                                                                  2002       2001       2000
Cash flows from operating activities:
<S>                                                             <C>        <C>         <C>
  Net income                                                    $ 3,213    $ 2,387     $ 1,725
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Distributions to minority interest partner
      in excess of investment                                     1,098         --          --
     Minority interest in net earnings of operating
      Partnerships                                                1,066        941         798
     Depreciation                                                 7,106      6,727       5,548
     Casualty gain                                                 (466)        --          --
     Amortization of loan costs                                     150        136          98
     Loss on early extinguishment of debt                            58         --          --
     Bad debt expense                                               199        330         583
     Change in accounts:
      Receivables and deposits                                       65       (845)       (849)
      Other assets                                                 (318)        24         (35)
      Accounts payable                                           (1,042)       988        (799)
      Tenant security deposit liabilities                            (1)       208          61
      Other liabilities                                              (2)       521        (113)
      Due to affiliate                                              (99)       (88)        187
        Net cash provided by operating activities                 11,027    11,329       7,204
Cash flows from investing activities:
  Insurance proceeds received                                       445         --         --
  Property improvements and replacements                         (3,858)    (8,908)     (7,654)
  Net (deposits to) withdrawals from restricted escrows          (4,694)      (310)         34
  Refund of construction service fees from affiliate              2,245         --          --
        Net cash used in investing activities                    (5,862)    (9,218)     (7,620)
Cash flows from financing activities:
  Proceeds from advances from affiliate                             156      1,115       2,329
  Payments on advances from affiliate                            (1,853)    (1,495)        (96)
  Payments on mortgage note payable                              (1,488)    (1,901)     (1,713)
  Distributions to partners                                     (51,806)        --          --
  Distributions to minority partner                              (7,634)        --          --
  Repayment of mortgage notes payable                           (50,300)        --          --
  Proceeds from refinancing                                     113,100         --          --
  Loan costs paid                                                (2,058)        --          --
        Net cash (used in) provided by financing activities      (1,883)    (2,281)        520
Net increase (decrease) in cash and cash equivalents              3,282       (170)        104
Cash and cash equivalents at beginning of year                    2,277      2,447       2,343
Cash and cash equivalents at end of year                        $ 5,559    $ 2,277     $ 2,447
Supplemental disclosure of cash flow information:
  Cash paid for interest, including approximately $41,
   $225, and $64, respectively, paid to an affiliate            $ 4,586    $ 5,118     $ 5,167
Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts
   payable and other liabilities                                 $ 494      $ 673       $ 908

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                  SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002


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 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 2002,  2001 and 2000 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  properties 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 1/2 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  $5,516,000 and
$2,250,000 at December 31, 2002 and 2001,  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
an  eight-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, 2002,  2001
or 2000.

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.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising costs of approximately $73,000, $103,000, and $209,000 for the years
ended December 31, 2002, 2001 and 2000, respectively,  were charged to operating
expense as incurred.

Loan Costs:  At December 31, 2001,  loan costs and  accumulated  amortization of
approximately  $1,359,000 and  $1,178,000,  respectively,  are included in other
assets in the accompanying  consolidated  balance sheets. In connection with the
refinancing of the mortgage encumbering the Partnership's investment property in
November 2002,  unamortized loan costs of approximately $58,000 were written off
and loan costs of  approximately  $2,058,000  related to the new  mortgage  were
capitalized.  Accumulated amortization was approximately $25,000 at December 31,
2002.  These  loan  costs  are  included  in other  assets  in the  accompanying
consolidated  balance  sheets  and 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 $415,000 in 2003, $438,000 in 2004 through
2006, and $304,000 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, 2002.

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  and fully  reserves  all  balances  outstanding  over  thirty  days.  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.

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.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees for the duration of the lease.  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.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective for fiscal years  beginning  after December 15, 2001. The  Partnership
adopted SFAS No. 144  effective  January 1, 2002.  The adoption of which did not
have a material effect on the financial position or results of operations of the
Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Rescission 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. SFAS No. 145 is effective for fiscal years beginning
after May 15, 2002 with early adoption an option.  The Partnership  adopted SFAS
No. 145 effective April 1, 2002. As a result,  the loss on early  extinguishment
of debt of  approximately  $58,000  (see  discussion  at Note E) is  included in
interest  expense in the accompanying  consolidated  statement of operations for
the year ended December 31, 2002 rather than as an extraordinary item.

Note B - Investment Property and Accumulated Depreciation

                                                  Initial Cost
  Investment Property                            To Partnership

<TABLE>
<CAPTION>

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

<S>                           <C>            <C>         <C>             <C>
Springhill Lake               $113,100       $ 5,833     $ 67,484        $ 52,985
</TABLE>


                            Gross Amount At Which Carried
                                 At December 31, 2002
                                    (in thousands)
<TABLE>
<CAPTION>

                                 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     $120,469    $126,302   $ 72,740     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,
                                                 2002           2001          2000
                                                          (in thousands)
Investment Property
<S>                                            <C>            <C>           <C>
Balance at beginning of year                   $125,133       $116,549      $107,987
   Property improvements                          3,679          8,673         8,562
   Disposition of property                         (265)           (89)           --
   Refund of construction service
      fees previously capitalized (1)            (2,245)            --            --
Balance at end of year                         $126,302       $125,133      $116,549

Accumulated Depreciation
Balance at beginning of year                   $ 65,806       $ 59,137      $ 53,589
   Depreciation of real estate                    7,106          6,727         5,548
   Disposition of property                         (172)           (58)           --
Balance at end of year                         $ 72,740       $ 65,806      $ 59,137
</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, 2002 and 2001, is $124,896,000  and  $124,419,000.  The accumulated
depreciation  taken for Federal  income tax  purposes  at December  31, 2002 and
2001, is $92,901,000 and $86,573,000.

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>

                                                   2002         2001        2000

<S>                                               <C>          <C>         <C>
  Net income as reported                          $ 3,213      $ 2,387     $ 1,725
     Excess of accelerated depreciation for
       income tax purposes                            778          249         194
     Deferred revenue - laundry income                (79)         (72)       (147)
     Other                                            542        1,262        (152)

  Federal taxable income                          $ 4,454      $ 3,826     $ 1,620

  Federal taxable income per limited
     partnership unit                             $ 6,519      $ 5,601     $ 2,371
</TABLE>

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

                                                     2002             2001
  Net (liabilities) assets as reported:            $(44,586)         $ 4,007
     Land and buildings                              (1,293)            (589)
     Accumulated depreciation                       (20,161)         (20,958)
     Deferred sales commission                          144              223
     Other                                            3,780            2,554

  Net liabilities - income tax method              $(62,116)        $(14,763)

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 tenant
rent  collections  and 5% of store  commercial  income  from  the  Partnership's
property for providing property management services. The Registrant paid to such
affiliates  approximately $936,000,  $1,048,000 and $790,000 for the years ended
December 31, 2002, 2001 and 2000,  respectively,  which is included in operating
expense.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable   administrative   expenses  amounting  to  approximately  $445,000,
$2,484,000  and $839,000 for the years ended  December 31, 2002,  2001 and 2000,
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.  There was no  adjustment  required  for the year  ended
December 31, 2000.  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  are no  longer
included in investment property at December 31, 2002.

In accordance with the Partnership Agreement, affiliates of 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, 2002, 2001 and
2000, which is included in general and administrative expense.

During the years ended  December  31, 2002,  2001 and 2000,  an affiliate of the
Managing  General  Partner  advanced  the  Partnership  approximately  $156,000,
$1,115,000 and $2,329,000,  respectively.  Approximately $1,853,000,  $1,495,000
and $96,000 was repaid during 2002, 2001 and 2000, respectively. At December 31,
2002 and 2001 approximately  $156,000 and $1,853,000 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,  $186,000 and $94,000
of interest  expense  related to these advances  during the years ended December
31, 2002, 2001 and 2000, respectively. Of these amounts,  approximately zero and
$11,000 was accrued at December 31, 2002 and 2001, respectively, and is included
in due to affiliate in the accompanying consolidated balance sheets.

Beginning in 2001,  the  Partnership  began  insuring 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,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $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,
2002. 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 of limited  partnership
interest in the  Partnership  in exchange for cash or a combination  of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take action with  respect to a variety of matters.
As a result of its ownership of 80.42% of the outstanding  Units,  AIMCO is in a
position  to  control  all voting  decisions  with  respect  to the  Registrant.
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    December      Including     Interest Maturity     Due At
                  31, 2002     31, 2001     Interest      Rate      Date      Maturity
                     (in thousands)       (in thousands)                    (in thousands)
Springhill Lake
<S>               <C>          <C>            <C>           <C>     <C>        <C>
  1st mortgage    $113,100     $51,788        $ 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, 2002 was 2.16%.

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 2.16% at December  31, 2002 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 are prepayable without penalty.

The  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 $16,000
were capitalized  subsequent to December 31, 2002. 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 deposited in an escrow account to be used
to complete required repairs at the property.

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, 2002, are as follows (in thousands):

          2003               $  2,709
          2004                  2,769
          2005                  2,829
          2006                  2,891
          2007                101,902
          Total              $113,100

Note F - Casualty Gains

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.

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to eleven units at the property.  Subsequent to December 31, 2002, all
work was completed with the costs to restore the property totaling $114,000.  No
loss is expected to be incurred by the Partnership as a result of the fire.

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, 2002 are as follows (in thousands):

               2003           $ 147
               2004             132
               2005             115
               2006             115
               2007              97
            Thereafter          272
                              $ 878

Note H - Minority Interest

The limited partnership interest in the Operating Partnerships is reflected as a
minority interest in the accompanying consolidated financial statements.  Income
allocated to the minority  partner for the years ended  December 31, 2002,  2001
and 2000 was approximately $1,066,000, $941,000 and $798,000 respectively. There
were no  distributions  from the  Operating  Partnerships  during 2001 and 2000.
During the year ended December 31, 2002 the Operating  Partnerships  distributed
approximately $59,925,000 of operating and refinancing proceeds to its partners,
of which  approximately  $7,634,000  was  distributed  to the minority  interest
partner. The distributions to the minority interest partner reduced the minority
interest  partner's  investment  balance to zero during 2002. 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 distributions 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 interest partner in excess of investment
on the accompanying consolidated statements of operations. The minority interest
partner's share of income from the Operating Partnerships will all be recognized
by the  Partnership in operating  income until such time as the  Partnership has
recovered the 2002 charge of  approximately  $1,098,000.  The minority  interest
partner's share of losses will be allocated to the minority  interest partner to
the extent they do not create a minority deficit,  in which case the Partnership
recognizes 100% of the losses in operating income.

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
2002                                Quarter     Quarter     Quarter    Quarter     Total
<S>                                 <C>         <C>         <C>        <C>        <C>
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

                                      1st         2nd         3rd        4th
2001                                Quarter     Quarter     Quarter    Quarter     Total
Total revenues                      $ 7,630     $ 7,727     $ 7,779    $ 7,868    $31,004

Total expenses                        6,803       6,930       7,256      7,628     28,617

Net income                           $ 827       $ 797       $ 523      $ 240     $ 2,387

Net income per limited
  Partnership unit                  $ 1,211     $ 1,167      $ 765      $ 352     $ 3,495
</TABLE>


An adjustment was made in the fourth quarter of 2001 of  approximately  $230,000
to properly  state  minority  interest  which if recorded  during the year ended
December  31,  2001,  would  have  increased  net  income  for each  quarter  by
approximately $50,000.

Note J - Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is 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

Effective July 6, 2001, the Registrant dismissed its prior Independent Auditors,
Arthur Andersen LLP and retained as its new Independent Auditors,  Ernst & Young
LLP.  Arthur  Andersen's   Independent  Auditors'  Report  on  the  Registrant's
financial  statements  for the  calendar  year ended  December  31, 2000 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 2000 and through July 6, 2001,  there
were no  disagreements  between the Registrant and Arthur Andersen 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 Arthur Andersen,  would have caused it to make references to the
subject matter of the disagreements in connection with its reports.

Effective  July 6,  2001,  the  Registrant  engaged  Ernst  &  Young  LLP as its
Independent  Auditors.  During the last two  calendar  years and through July 6,
2001,  the  Registrant  did not consult  Ernst & Young LLP  regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.



                                    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 officers or directors.

Name                        Age    Position

Patrick J. Foye              45    Vice President - Residential and Director
                                   and sole member of the Residential
                                   Committee
Paul J. McAuliffe            46    Vice President - Residential and Chief
                                    Financial Officer
Thomas C. Novosel            44    Vice President - Residential Accounting
                                   and Chief Accounting Officer
Michael L. Ashner            50    Chief Executive Officer and Director
Peter Braverman              51    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,  where he is responsible  for continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Paul J.  McAuliffe  has been Vice  President - Residential  and Chief  Financial
Officer of the Managing  General Partner since April 1, 2002. Mr.  McAuliffe has
served as  Executive  Vice  President  of AIMCO  since  February  1999 and Chief
Financial  Officer of AIMCO since  October  1999.  From May 1996 until he joined
AIMCO, Mr. McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Vice  President -  Residential  and Chief  Accounting
Officer of the Managing  General  Partner since April 1, 2002.  Mr.  Novosel has
served as Senior  Vice  President  and Chief  Accounting  Officer of AIMCO since
April 2000.  From October 1993 until he joined AIMCO,  Mr. Novosel was a partner
at Ernst & Young LLP,  where he served as the  director of real estate  advisory
services  for the  southern  Ohio  Valley  area  offices but did not work on any
assignments related to AIMCO or the Partnership.

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. Since August 19, 2002, Mr. Ashner has also served as the Chief
Executive Officer of Shelbourne Properties I Inc., Shelbourne Properties II Inc.
and Shelbourne Properties III Inc. (collectively, the "Shelbourne REITs"), three
publicly traded real estate investment  trusts. Mr. Ashner currently serves as a
director of each of the Shelbourne  REITs,  Great Bay Hotel and Casino Inc., and
NBTY, Inc.

Peter  Braverman  has  been a Vice  President  of WFA and the  Managing  General
Partner since January 1996. Since August 19, 2002, Mr. Braverman has also served
as the Executive Vice President of each of the Shelbourne  REITs.  Mr. Braverman
serves as a director of the Shelbourne REITs.

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  fulfills  the
obligations  of the Audit  Committee  and oversees 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 directors 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  accounting  principles
generally accepted in the United States,  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 auditing standards  generally accepted in the United States. 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  directors  of the  Managing  General  Partner  have  approved the
inclusion  of the  audited  financial  statements  in the Form 10-K for the year
ended December 31, 2002 for filing with the Securities and Exchange Commission.

The  Residential  Committee has  reappointed  Ernst and Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002 were  audit  services  of  approximately  $47,000  and  non-audit  services
(principally tax-related) of approximately $23,000.

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, 2002.

<TABLE>
<CAPTION>

                                                 Number
                 Entity                         of Units                Percentage

Insignia Financial Group, Inc.
<S>                                              <C>                      <C>
  (an affiliate of AIMCO)                        241.15                   37.16%
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                        280.75                   43.26%
</TABLE>

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 Stanford Place 3, 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 tenant
rent  collections  and 5% of store  commercial  income  from  the  Partnership's
property for providing property management services. The Registrant paid to such
affiliates  approximately $936,000,  $1,048,000 and $790,000 for the years ended
December 31, 2002, 2001 and 2000,  respectively,  which is included in operating
expense.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable   administrative   expenses  amounting  to  approximately  $445,000,
$2,484,000  and $839,000 for the years ended  December 31, 2002,  2001 and 2000,
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.  There was no  adjustment  required  for the year  ended
December 31, 2000.  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  are no  longer
included in investment property at December 31, 2002.

In accordance with the Partnership Agreement, affiliates of 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, 2002, 2001 and
2000, which is included in general and administrative expense.

During the years ended  December  31, 2002,  2001 and 2000,  an affiliate of the
Managing  General  Partner  advanced  the  Partnership  approximately  $156,000,
$1,115,000 and $2,329,000,  respectively.  Approximately $1,853,000,  $1,495,000
and $96,000 was repaid during 2002, 2001 and 2000, respectively. At December 31,
2002 and 2001 approximately  $156,000 and $1,853,000 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,  $186,000 and $94,000
of interest  expense  related to these advances  during the years ended December
31, 2002, 2001 and 2000, respectively. Of these amounts,  approximately zero and
$11,000 was accrued at December 31, 2002 and 2001, respectively, and is included
in due to affiliate in the accompanying consolidated balance sheet.

Beginning in 2001,  the  Partnership  began  insuring 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,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $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,
2002. 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 of limited  partnership
interest in the  Partnership  in exchange for cash or a combination  of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take action with  respect to a variety of matters.
As a result of its ownership of 80.42% of the outstanding  Units,  AIMCO is in a
position  to  control  all voting  decisions  with  respect  to the  Registrant.
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.    Controls and Procedures

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, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

Item 15.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index

      (b) Reports on Form 8-K filed in the fourth quarter of fiscal year 2002:

            Current  Report on Form 8-K  dated  November  14,  2002 and filed on
            November  29,  2002,  disclosing  the  refinancing  of the  mortgage
            encumbering   Springhill  Lake  Apartments   located  in  Greenbelt,
            Maryland,  which  replaced the  existing  mortgage  indebtedness  of
            approximately $50,300,000 with a new mortgage of $113,100,000.


                                   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-K 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/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Vice President - Residential
                                          and Chief Accounting Officer


                              Date: March 28, 2003


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: March 28, 2003
Patrick J. Foye         and Director


/s/Thomas C. Novosel    Vice President - Residential        Date: March 28, 2003
Thomas C. Novosel       and Chief Accounting Officer



                                  CERTIFICATION


I, Patrick J. Foye, 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  annual  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 annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  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 annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 28, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Vice   President  -   Residential   of
                                    Three Winthrop Properties, Inc.,  equivalent
                                    of the chief executive officer of the
                                    Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, 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  annual  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 annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  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 annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 28, 2003

                              /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                Vice President - Residential and Chief Financial
                                Officer of Three Winthrop Properties, Inc.,
                                equivalent of the chief financial officer of the
                                Partnership

                                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)

16.1 Letter  dated July 13,  2001,  from the  former  accountant  regarding  its
     concurrence  with the  statements  made by the  Registrant  in this Current
     Report.

99   Certification of Chief Executive Officer and Chief Financial Officer.

_______________________________________________________________________________

(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.


Exhibit 99


                          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, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Patrick J. Foye, as the equivalent of the Chief Executive Officer of
the Partnership, and Paul J. McAuliffe, 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/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 28, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 28, 2003


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