FORM 10-K--ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

[X]   ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF  THE  SECURITIES
      EXCHANGE ACT OF 1934
      [No Fee Required]

                 For the fiscal year ended December 31, 2001

[ ]   TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934
      [No Fee Required]

             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)

                   Issuer's telephone number (864) 239-1000

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the 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].

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, 2001. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>
                                     PART I

Item 1.     Description of Business

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

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

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

The Registrant's  interest in the Operating  Partnerships  entitles it to 90% of
profits and losses for tax  purposes,  90% of the Operating  Partnerships'  cash
flow (after certain priority  distributions),  and 85% of the proceeds of a sale
or disposition of the Project (after certain priority distributions).

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

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

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

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

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

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

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

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

Transfer of Control

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

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

Item 2.     Description of Property

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

                                   Date of
            Property               Purchase      Type of Ownership           Use

<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      $125,133       $65,806       10-25 yrs       S/L         $37,846
</TABLE>

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

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the  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               2001         2000       Rate    Amortized    Date     Maturity (1)
                        (in thousands)                                      (in thousands)
Springhill Lake
<S>                  <C>          <C>          <C>      <C>         <C>        <C>
  1st mortgage       $51,788      $53,689      9.30%    10 years    05/03      $49,166
</TABLE>

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

Rental Rates and Occupancy

 Average annual rental rate and occupancy for 2001 and 2000 for the property:

                                Average Annual             Average Annual
                                 Rental Rates                 Occupancy
                                  (per unit)
Property                     2001           2000          2001         2000

Springhill Lake             $10,527       $10,051         97%          90%

The increase in occupancy is due to significant  renovations and  beautification
efforts at the property.  Additionally,  emphasis was placed on quickly readying
vacant units for occupancy and implementing new marketing strategies.

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 2001 for the property were:

                              2001              2001
                            Billing             Rate
                         (in thousands)

Springhill Lake              $1,791             4.53%

Capital Improvements

The Partnership  completed  approximately  $8,673,000 in capital expenditures at
Springhill Lake during the year ended December 31, 2001, consisting primarily of
appliance,  heating,  plumbing,  water  heater,  air  conditioning,  countertop,
cabinet,  floor  covering,  furniture and fixture  replacements,  pool upgrades,
interior decoration, major landscaping, exterior painting, parking lot upgrades,
recreational  facility  improvements,   vehicles,   fencing,  roof  replacement,
electrical and structural improvements. These improvements were funded primarily
from  replacement  reserves,   advances  from  affiliates  and  operations.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per  unit or  approximately  $870,000.  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

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

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

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

During the quarter ended December 31, 2001, 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
144  holders  of record  owning an  aggregate  of 649 Units.  Affiliates  of the
Managing  General Partner owned 519.90 units or 80.11% of the outstanding  units
at December 31, 2001. 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,  2000 and 1999,  there were no cash
distributions.  Future cash  distributions will depend on the levels of net cash
generated from operations,  the availability of cash reserves, and the timing of
the debt maturity,  refinancing  and/or sale of the property.  The Partnership's
cash available for distribution is reviewed on a monthly basis.  There can be no
assurance that the Partnership  will generate  sufficient funds from operations,
after planned capital  expenditures,  to permit distributions to its partners in
2002 or subsequent  periods.  See "Item 2.  Description  of Properties - Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the Project.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates  owned 519.90 limited  partnership
units (the "Units") in the  Partnership  representing  80.11% of the outstanding
Units at December 31, 2001.  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 make one or more additional offers
to acquire additional limited partnership  interests in the Partnership for cash
or in  exchange  for units in the  operating  partnership  of  AIMCO.  Under the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action  with  respect  to a  variety  of  matters.  As a result  of its
ownership of 80.11% of the outstanding  Units, AIMCO is in a position to control
all voting  decisions  with respect to the  Registrant.  When voting on matters,
AIMCO would in all likelihood  vote the Units it acquired in a manner  favorable
to the interest of the Managing  General Partner because of its affiliation with
the Managing General Partner.

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

                                 2001        2000        1999         1998        1997
Total revenues from
<S>                            <C>         <C>         <C>          <C>         <C>
  rental operations            $ 31,004    $ 27,220    $ 26,159     $ 24,940    $ 25,218

Net income                      $ 2,387    $ 1,725     $ 1,056       $ 196        $ 406

Net income per limited
  partnership unit              $ 3,495    $ 2,525     $ 1,545       $ 287        $ 595

Limited partnership units
  outstanding                    $ 649      $ 649       $ 649        $ 649        $ 649

Total assets                   $ 67,310    $ 64,900    $ 61,613     $ 62,353    $ 62,627

Mortgage note payable          $ 51,788    $ 53,689    $ 55,402     $ 57,083    $ 58,498
</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".

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

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

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

Results of Operations

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 - Note D"
for a  reconciliation  of these  amounts  to the  Registrant's  federal  taxable
income).  Income before  minority  interest for the year ended December 31, 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 the  Managing  General
Partner allowed under the Partnership  Agreement  associated with its management
of the Partnership.

2000 Compared to 1999

The   Registrant's  net  income  for  the  year  ended  December  31,  2000  was
approximately  $1,725,000 compared to net income of approximately $1,056,000 for
the year ended  December 31, 1999 (See "Item 8.  Financial  Statements - Note D"
for a  reconciliation  of these  amounts  to the  Registrant's  federal  taxable
income).  Income before  minority  interest for the year ended December 31, 2000
was approximately  $2,523,000 compared to approximately  $1,727,000 for the year
ended December 31, 1999. The increase in income before minority interest was due
to an  increase  in total  revenues  partially  offset by an  increase  in total
expenses.  The  increase in total  revenues was  attributable  to an increase in
rental and other income.  Rental income  increased due to an increase in average
annual rental rates. Other income increased due to increases in auxillary income
and an increase in interest  income as a result of higher  average cash balances
held in interest  bearing accounts offset by the receipt in May 1999 of attorney
fees and  costs  received  as a result  of a  summary  judgment  in favor of the
Partnership.

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

General and  administrative  expense  increased for the year ended  December 31,
2000 compared to the year ended  December 31, 1999  primarily due to an increase
in the  cost  of  services  included  in the  management  reimbursements  to the
Managing General Partner as allowed under the Partnership Agreement.

Also included in general and administrative expense for the years ended December
31,  2000  and  1999  are  costs   associated  with  the  quarterly  and  annual
communications  with investors and regulatory agencies and the annual audits and
appraisals required by the Partnership Agreement are also included.

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

Liquidity and Capital Reserves

At  December  31,  2001,  the  Registrant  held  cash  and cash  equivalents  of
approximately  $2,277,000,  compared to approximately $2,447,000 at December 31,
2000. The decrease of approximately $170,000 was due to approximately $9,218,000
and $2,281,000 of cash used in investing and financing activities, respectively,
which was  partially  offset by  approximately  $11,329,000  of cash provided by
operating  activities.  Cash used in investing  activities consisted of property
improvements  and replacements  and, to a lesser extent,  net deposits to escrow
accounts  maintained by the mortgage lender.  Cash used in financing  activities
consisted  of  principal   payments  made  on  the  mortgage   encumbering   the
Registrant's  property and payments on advances from affiliate  partially offset
by advances  from an  affiliate.  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 Registrant and to comply with Federal,  state
and local  legal and  regulatory  requirements.  The  Partnership  is  currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount  to  be  budgeted  is  expected  to be  $300  per  unit  or
approximately  $870,000.  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.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $51,788,000  is amortized  over 10 years with a
balloon  payment of  approximately  $49,166,000  due in May 2003.  The  Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
property  prior to such maturity  date. If the property  cannot be refinanced or
sold for a  sufficient  amount,  the  Registrant  will risk losing the  property
through foreclosure.

During the years ended  December  31,  2001,  2000 and 1999,  there were no cash
distributions.  Future cash  distributions will depend on the levels of net cash
generated from operations,  the availability of cash reserves, and the timing of
the debt maturity,  refinancing  and/or sale of the property.  The Partnership's
cash available for distribution is reviewed on a monthly basis.  There can be no
assurance that the Partnership  will generate  sufficient funds from operations,
after planned capital  expenditures,  to permit distributions to its partners in
2002 or subsequent periods.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates  owned 519.90 limited  partnership
units (the "Units") in the  Partnership  representing  80.11% of the outstanding
Units at December 31, 2001.  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 make one or more additional offers
to acquire additional limited partnership  interests in the Partnership for cash
or in  exchange  for units in the  operating  partnership  of  AIMCO.  Under the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action  with  respect  to a  variety  of  matters.  As a result  of its
ownership of 80.11% of the outstanding  Units, AIMCO is in a position to control
all voting  decisions  with respect to the  Registrant.  When voting on matters,
AIMCO would in all likelihood  vote the Units it acquired in a manner  favorable
to the interest of the Managing  General Partner because of its affiliation with
the Managing General Partner.

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 Managing  General  Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.


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 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.  To mitigate the impact of
fluctuations in U.S. interest rates, the Partnership maintains its debt as fixed
rate in nature by borrowing on a long-term  basis.  However,  the advances  made
from its affiliate to the  Partnership  bear interest at a variable  rate. As of
December  31,  2001,  the  Partnership  owes  approximately  $1,853,000  in such
advances which are repaid as the property's cash flow allows.  Based on interest
rates at December  31,  2001,  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, 2001.  The interest rates  represent the  weighted-average  rates.  The fair
value of the Partnership's debt is approximately  $53,123,000 as of December 31,
2001.

Principal amount by expected maturity:

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

               2002                $ 2,075                  9.30%
               2003                 49,713                  9.30%
               Total               $51,788


Item 8.     Financial Statements

      Report of Ernst & Young LLP, Independent Auditors

      Report of Arthur Andersen LLP, Independent Auditors

      Consolidated Balance Sheets - December 31, 2001 and 2000

      Consolidated  Statements of Operations - Years ended  December 31, 2001,
      2000 and 1999

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 2001, 2000 and 1999

      Consolidated  Statements  of Cash Flows - Years ended  December  31, 2001,
      2000 and 1999

      Notes to Consolidated Financial Statements


<PAGE>


              Report of Ernst & Young LLP, Independent Auditors



To The Partners of
Springhill Lake Investors Limited Partnership


We have audited the accompanying  consolidated  balance sheet of Springhill Lake
Investors  Limited  Partnership  as  of  December  31,  2001,  and  the  related
consolidated  statements of operations,  changes in partners' (deficit) capital,
and cash  flows for the year then  ended.  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 audit.

We conducted our audit 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  audit  provides  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, 2001, and the consolidated results
of its operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States.


                                                          /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 15, 2002



<PAGE>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Partners of
Springhill Lake Investors Limited Partnership:


We have audited the accompanying  consolidated  balance sheet of Springhill Lake
Investors Limited  Partnership and 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.



<PAGE>



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

<TABLE>
<CAPTION>

                                                           December 31,  December 31,
                                                               2001          2000
Assets
<S>                                                           <C>           <C>
   Cash and cash equivalents                                  $ 2,277       $ 2,447
   Receivables and deposits                                     2,118         1,603
   Restricted escrows                                           2,332         2,022
   Other assets                                                 1,256         1,416
   Investment Property (Notes C and F):
     Land                                                       5,833         5,833
     Buildings and related personal property                  119,300       110,716
                                                              125,133       116,549
     Less accumulated depreciation                            (65,806)      (59,137)
                                                               59,327        57,412
                                                             $ 67,310      $ 64,900
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                           $ 2,222       $ 1,512
   Due to affiliate (Note E)                                       99           187
   Tenant security deposit liabilities                            775           567
   Other liabilities                                            1,096           563
   Advances from affiliate (Note E)                             1,853         2,233
   Mortgage note payable (Note F)                              51,788        53,689
                                                               57,833        58,751

Minority Interest                                               5,470         4,529

Partners' (Deficit) Capital
   General partners                                            (2,660)       (2,779)
   Investor limited partners
     (649 units issued and outstanding)                         6,667         4,399
                                                                4,007         1,620
                                                             $ 67,310      $ 64,900

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                                        Years Ended December 31,
                                                     2001         2000          1999
Revenues:
<S>                                                <C>           <C>          <C>
   Rental income                                   $29,682       $25,809      $24,764
   Other income                                      1,322         1,411        1,395
      Total revenues                                31,004        27,220       26,159

Expenses:
   Operating                                        12,713        10,786       11,145
   General and administrative                          815           743          605
   Depreciation                                      6,727         5,548        4,406
   Interest                                          5,242         5,258        5,336
   Property taxes                                    1,849         1,779        1,777
   Bad debt expense                                    330           583        1,163
      Total expenses                                27,676        24,697       24,432

Income before minority interest                      3,328         2,523        1,727

Minority interest in net earnings of
   operating partnerships                             (941)         (798)        (671)

         Net income                                $ 2,387       $ 1,725      $ 1,056

Net income allocated to general partners (5%)       $ 119         $ 86          $ 53
Net income allocated to investor limited
   partners (95%)                                    2,268         1,639        1,003

         Net income                                $ 2,387       $ 1,725      $ 1,056

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


         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
      CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
              For The Years Ended December 31, 2001, 2000 and 1999
                        (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, 1998                      649        $(2,918)    $ 1,757        $(1,161)

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

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

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

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

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

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
                                                              Years Ended December 31,
                                                            2001         2000        1999
Cash flows from operating activities:
<S>                                                        <C>          <C>        <C>
  Net income                                               $ 2,387      $ 1,725    $ 1,056
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Minority interest in net earnings of operating
      partnerships                                             941          798        671
     Depreciation                                            6,727        5,548      4,406
     Amortization of loan costs                                136           98        124
     Bad debt expense                                          330          583      1,163
     Change in accounts:
      Receivables and deposits                                (845)        (849)    (1,128)
      Other assets                                              24          (35)      (118)
      Accounts payable                                         988         (799)      (334)
      Tenant security deposit liabilities                      208           61        100
      Other liabilities                                        521         (113)      (552)
      Due to affiliate                                         (88)         187         --
         Net cash provided by operating activities          11,329        7,204      5,388

Cash flows from investing activities:
  Property improvements and replacements                    (8,908)      (7,654)    (6,156)
  Net (deposits to) withdrawals from restricted
   escrows                                                    (310)          34      1,464
         Net cash used in investing activities              (9,218)      (7,620)    (4,692)

Cash flows from financing activities:
  Proceeds from advances from affiliate                      1,115        2,329         --
  Payments on advances from affiliate                       (1,495)         (96)        --
  Payments on mortgage note payable                         (1,901)      (1,713)    (1,681)
         Net cash (used in) provided by financing
           activities                                       (2,281)         520     (1,681)

Net (decrease) increase in cash and cash equivalents          (170)         104       (985)

Cash and cash equivalents at beginning of year               2,447        2,343      3,328

Cash and cash equivalents at end of year                   $ 2,277      $ 2,447    $ 2,343

Supplemental disclosure of cash flow information:
  Cash paid for interest, including approximately
   $225, $64, and $0, respectively, paid to an
   affiliate                                               $ 5,118      $ 5,167    $ 5,657

Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts
   Payable and other liabilities                            $ 673        $ 908       $ --

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                  SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001


Note A - Organization and Summary of Significant Accounting Policies

Organization: Springhill Lake Investors Limited Partnership (the "Partnership"),
a Maryland  limited  partnership was formed on December 28, 1984, to acquire and
own a 90% general partnership interest in Springhill Lake Limited Partnerships I
through  IX  and  Springhill  Commercial  Limited  Partnership  (the  "Operating
Partnerships").  The Operating  Partnerships own and operate the Springhill Lake
complex in  Greenbelt,  Maryland.  The complex  consists of 2,899  apartment and
townhouse units and an eight-store  shopping center.  The Partnership  Agreement
provides  that the  Partnership  is to  terminate  on  December  31, 2035 unless
terminated prior to such date.

Principles of Consolidation:  The accompanying consolidated financial statements
include the accounts of the Partnership and the Operating Partnerships. Theodore
N. Lerner's  ownership in the  Operating  Partnerships  has been  reflected as a
minority interest in the accompanying  consolidated  financial  statements.  All
significant  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 2001,  2000 and 1999 was  allocated  95% to the  Limited
Partners and 5% to the General Partner.  Net income per limited partnership unit
for  each  year  was  computed  as 95%  of  net  income  divided  by  649  units
outstanding.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used 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: Includes 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  $2,250,000 and $2,256,000 at December 31,
2001 and 2000,  respectively,  that are  maintained by an affiliated  management
company on behalf of affiliated entities in cash concentration accounts.

Investment in 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.  In accordance with Statement of Financial
Accounting  Standards  ("SFAS")  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets To Be Disposed Of," the Partnership
records  impairment  losses on long-lived  assets used in operations when events
and   circumstances   indicate  that  the  assets  might  be  impaired  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying  amounts of those assets.  Costs of  investment  property that have
been  permanently  impaired  have  been  written  down to  appraisal  value.  No
adjustments  for the  impairment  of value were  necessary  for the years  ended
December 31, 2001, 2000 or 1999. See "Recent Accounting Pronouncements" below.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.  The Managing General Partner believes that  segment-based  disclosures
will  not  result  in a  more  meaningful  presentation  than  the  consolidated
financial statements as presently presented.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising costs of approximately $103,000, $209,000 and $367,000 for the years
ended December 31, 2001, 2000 and 1999, respectively,  were charged to operating
expense as incurred.

Loan Costs: Loan costs of approximately  $1,359,000 are included in other assets
in the accompanying consolidated balance sheet as of December 31, 2001 and 2000.
Accumulated  amortization  of  approximately  $1,178,000 and $1,042,000 was also
included in other assets as of December 31, 2001 and 2000,  respectively.  These
costs are amortized on a straight-line basis over the life of the loan.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying  amounts of its  financial  instruments  (except for long term
debt)  approximate  their fair  values due to the short term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt,  after
discounting the scheduled loan payments at a borrowing rate currently  available
to  the  Partnership,  is  approximately  $53,123,000,  which  is  approximately
$1,335,000 greater than carrying value. See "Recent  Accounting  Pronouncements"
below.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  Commercial  building  lease terms are  generally  for terms of 3 to 10
years or month to  month.  The  Partnership  recognizes  income as earned on its
leases.  In addition,  the Managing General  Partner's policy is to offer rental
concessions during  particularly slow months or in response to heavy competition
from other similar complexes in the area. Concessions are charged against rental
income as incurred.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees for the duration of the lease.  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 Managing  General  Partner does not anticipate that its adoption will have
a material  effect on the  financial  position or results of operations of the
Partnership.

Note B - Transfer of Control

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

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

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

                                                  Initial Cost

 Investment Properties                           To Partnership

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

<S>                           <C>            <C>         <C>             <C>
Springhill Lake               $ 51,788       $ 5,833     $ 67,484        $ 51,816
</TABLE>

<TABLE>
<CAPTION>

                            Gross Amount At Which Carried
                                 At December 31, 2001
                                    (in thousands)

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


<S>                  <C>         <C>         <C>        <C>          <C>        <C>
Springhill Lake      $ 5,833     $119,300    $125,133   $ 65,806     10/84      10-25
</TABLE>

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

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

                                                  Years Ended December 31,
                                             2001            2000           1999
                                                       (in thousands)
Investment Properties
<S>                                        <C>             <C>            <C>
Balance at beginning of year               $116,549        $107,987       $101,831
   Property improvements                      8,673           8,562          6,156
   Disposition of property                      (89)             --             --
Balance at end of year                     $125,133        $116,549       $107,987

Accumulated Depreciation
Balance at beginning of year               $ 59,137        $ 53,589       $ 49,183
   Depreciation of real estate                6,727           5,548          4,406
   Disposition of property                      (58)             --             --
Balance at end of year                     $ 65,806        $ 59,137       $ 53,589
</TABLE>

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December 31, 2001 and 2000, is $124,419,000  and  $115,871,000.  The accumulated
depreciation  taken for Federal  income tax  purposes  at December  31, 2001 and
2000, is $86,573,000 and $80,415,000.

Note D - 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>

                                                   2001         2000        1999

<S>                                               <C>          <C>         <C>
  Net income as reported                          $ 2,387      $ 1,725     $ 1,056
     Excess of accelerated depreciation for
       income tax purposes                            249          194        (124)
     Deferred revenue - laundry income                (72)        (147)       (161)
     Other                                          1,262         (152)        779

  Federal taxable income                          $ 3,826      $ 1,620     $ 1,550

  Federal taxable income per limited
     partnership unit                             $ 5,601      $ 2,371     $ 1,142
</TABLE>

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

                                                     2001             2000
  Net assets as reported:                          $ 4,007           $ 1,620
     Land and buildings                                (589)            (625)
     Accumulated depreciation                       (20,958)         (21,100)
     Deferred sales commission                          223              424
     Other                                            2,554            1,116

  Net liabilities - income tax method              $(14,763)        $(18,565)

Note E - Related Party Transactions

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

The following  transactions with affiliates of the Managing General Partner were
charged to expense for the years ended December 31, 2001, 2000 and 1999:
<TABLE>
<CAPTION>

                                                         2001       2000       1999
                                                               (in thousands)

<S>                                                     <C>        <C>        <C>
Property management fees (included in operating         $1,048     $ 790      $ 748
  expenses)
Reimbursement for services of affiliates (included
  in general administrative expense and                  2,484        839        419
  investment properties)
Asset management fee (included in general and
  administrative expense)                                  100        100        100
Annual administration fee (included in general
  and administrative expense)                               10         10         10
Interest expense                                           186         94         --
</TABLE>

Affiliates of the Managing  General Partner are entitled to receive 3% of tenant
rent  collections  and 5% of  store  commercial  income  from  the  Registrant's
property for providing property management services. The Registrant paid to such
affiliates approximately  $1,048,000,  $790,000 and $748,000 for the years ended
December 31, 2001, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $2,484,000,
$839,000  and $419,000  for the years ended  December  31, 2001,  2000 and 1999,
respectively.  Included  in these  amounts  are  fees  related  to  construction
management  services provided by an affiliate of the Managing General Partner of
approximately $1,849,000,  $290,000 and $90,000 for the years ended December 31,
2001, 2000 and 1999, respectively.  The construction management service fees are
calculated  based on a percentage of current and certain prior year additions to
investment  property and are being  depreciated  over 15 years.  At December 31,
2001 approximately $88,000, of accountable  administrative fees and expenses are
accrued and are included in due to affiliate  in the  accompanying  consolidated
balance sheets.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned approximately $100,000 in asset management fees and approximately $10,000
in administrative fees for the years ended December 31, 2001, 2000 and 1999.

During the years ended  December 31, 2001 and 2000, an affiliate of the Managing
General   Partner   advanced  the  Partnership   approximately   $1,115,000  and
$2,329,000, respectively. Approximately $1,495,000 and $96,000 was repaid during
2001 and 2000,  respectively.  In  accordance  with the  Partnership  Agreement,
interest  is  charged  at the prime  rate plus 2%.  The  Partnership  recognized
approximately $186,000 and $94,000 of interest expense related to these advances
during  the years  ended  December  31,  2001 and 2000,  respectively.  Of these
amounts,  approximately $11,000 and $30,000 was accrued at December 31, 2001 and
2000,  respectively,  and is included in due to affiliate. No such advances were
made during 1999.

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 year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $246,000
for insurance coverage and fees associated with policy claims administration.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates  owned 519.90 limited  partnership
units (the "Units") in the  Partnership  representing  80.11% of the outstanding
Units at December 31, 2001.  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 make one or more additional offers
to acquire additional limited partnership  interests in the Partnership for cash
or in  exchange  for units in the  operating  partnership  of  AIMCO.  Under the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action  with  respect  to a  variety  of  matters.  As a result  of its
ownership of 80.11% of the outstanding  Units, AIMCO is in a position to control
all voting  decisions  with respect to the  Registrant.  When voting on matters,
AIMCO would in all likelihood  vote the Units it acquired in a manner  favorable
to the interest of the Managing  General Partner because of its affiliation with
the Managing General Partner.

Note F - Mortgage Note Payable

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

                   Principal     Principal
                    Balance       Balance     Monthly                         Principal
                     Due At       Due At      Payment                          Balance
Property          December 31,  December 31, Including  Interest Maturity      Due At
                      2001         2000      Interest    Rate      Date       Maturity
                       (in thousands)                                      (in thousands)
Springhill Lake
<S>                 <C>           <C>          <C>       <C>       <C>         <C>
  1st mortgage      $51,788       $53,689      $ 566     9.30%     05/03       $49,166
</TABLE>

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

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2001, are as follows (in thousands):

               2002          $ 2,075
               2003           49,713

              Total          $51,788

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, 2001 are as follows (in thousands):

               2002           $ 123
               2003             112
               2004             101
               2005              91
               2006              93
            Thereafter          408
                              $ 928

Note H - 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
2001                                Quarter     Quarter     Quarter    Quarter     Total
<S>                                 <C>         <C>         <C>        <C>        <C>
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


                                      1st         2nd         3rd        4th
2000                                Quarter     Quarter     Quarter    Quarter     Total
Total revenues                      $ 5,998     $ 6,518     $ 7,229    $ 7,475    $27,220

Total expenses                        5,849       6,285       6,466      6,895     25,495

Net income                           $ 149       $ 233       $ 763      $ 580     $ 1,725

Net income per limited
  partnership unit                   $ 219       $ 340      $ 1,117     $ 849     $ 2,525
</TABLE>

An adjustment was made in the fourth quarter of 2001 of  approximatley  $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 I - Legal Proceedings

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

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


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

Name                        Age    Position

Patrick J. Foye              44    Vice President - Residential and Director
Martha L. Long               42    Vice President - Residential Accounting
Michael L. Ashner            49    Chief Executive Officer and Director
Peter Braverman              50    Executive Vice President and Director

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

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

Michael L. Ashner,  has been the Chief Executive  Officer of Winthrop  Financial
Associates, A Limited Partnership ("WFA") and the Managing General Partner since
January 15, 1996.  From June 1994 until January 1996, Mr. Ashner was a Director,
President and Co-chairman of National  Property  Investors,  Inc., a real estate
investment company ("NPI"). Mr. Ashner was also a Director and executive officer
of NPI Property Management  Corporation ("NPI Management") from April 1984 until
January  1996. In addition,  since 1981 Mr. Ashner has been  President of Exeter
Capital  Corporation,  a firm which has organized and  administered  real estate
limited partnerships.

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

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

The  Residential   Committee  of  the  Managing  General  Partner  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 director of the Managing  General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The  Residential  Committee of the Managing  General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity of those audited  financial  statements  with  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  director  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, 2001 for filing with the Securities and Exchange Commission.

The Managing General Partner has reappointed  Ernst and Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$52,000  and  non-audit  services  (principally  tax-related)  of  approximately
$29,000.

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, 2001.

                                                 Number
                 Entity                         of Units              Percentage

Insignia Financial Group, Inc.
  (an affiliate of AIMCO)                        241.15                 37.16%
AIMCO Properties, LP
  (an affiliate of AIMCO)                        278.75                 42.95%

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

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

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

(b)   Security Ownership of Management

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

Item 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.

The following  transactions with affiliates of the Managing General Partner were
charged to expense for the years ended December 31, 2001, 2000 and 1999:
<TABLE>
<CAPTION>

                                                      2001         2000       1999
                                                            (in thousands)

<S>                                                  <C>           <C>        <C>
Property management fees                             $1,048        $ 790      $ 748
Reimbursement for services of affiliates              2,484          839        419
Asset management fee                                    100          100        100
Annual administration fee                                10           10         10
Interest expense                                        186           94         --
</TABLE>

Affiliates of the Managing  General Partner are entitled to receive 3% of tenant
rent  collections  and 5% of  store  commercial  income  from  the  Registrant's
property for providing property management services. The Registrant paid to such
affiliates approximately  $1,048,000,  $790,000 and $748,000 for the years ended
December 31, 2001, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $2,484,000,
$839,000  and $419,000  for the years ended  December  31, 2001,  2000 and 1999,
respectively.  Included  in these  amounts  are  fees  related  to  construction
management  services provided by an affiliate of the Managing General Partner of
approximately $1,849,000,  $290,000 and $90,000 for the years ended December 31,
2001, 2000 and 1999, respectively.  The construction management service fees are
calculated  based on a percentage of current and certain prior year additions to
investment  property and are being  depreciated  over 15 years.  At December 31,
2001 approximately $88,000, of accountable  administrative fees and expenses are
accrued and are included in due to affiliate  in the  accompanying  consolidated
balance sheets.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned approximately $100,000 in asset management fees and approximately $10,000
in administrative fees for the years ended December 31, 2001, 2000 and 1999.

During the years ended  December 31, 2001 and 2000, an affiliate of the Managing
General   Partner   advanced  the  Partnership   approximately   $1,115,000  and
$2,329,000, respectively. Approximately $1,495,000 and $96,000 was repaid during
2001 and 2000,  respectively.  In  accordance  with the  Partnership  Agreement,
interest  is  charged  at the prime  rate plus 2%.  The  Partnership  recognized
approximately $186,000 and $94,000 of interest expense related to these advances
during  the years  ended  December  31,  2001 and 2000,  respectively.  Of these
amounts,  approximately $11,000 and $30,000 was accrued at December 31, 2001 and
2000,  respectively,  and is included in due to affiliate. No such advances were
made during 1999.

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 year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $246,000
for insurance coverage and fees associated with policy claims administration.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates  owned 519.90 limited  partnership
units (the "Units") in the  Partnership  representing  80.11% of the outstanding
Units at December 31, 2001.  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 make one or more additional offers
to acquire additional limited partnership  interests in the Partnership for cash
or in  exchange  for units in the  operating  partnership  of  AIMCO.  Under the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action  with  respect  to a  variety  of  matters.  As a result  of its
ownership of 80.11% of the outstanding  Units, AIMCO is in a position to control
all voting  decisions  with respect to the  Registrant.  When voting on matters,
AIMCO would in all likelihood  vote the Units it acquired in a manner  favorable
to the interest of the Managing  General Partner because of its affiliation with
the Managing General Partner.

Item 14.    Exhibits and Reports on Form 8-K

      (a)   Reports  on Form 8-K filed in the fourth  quarter  of fiscal  year
            2001:

            None.


<PAGE>


                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Registrant has caused this Report on Form 10-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/Martha L. Long
                                          Martha L. Long
                                          Vice President - Residential
                                          Accounting


                                      Date:


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


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


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



<PAGE>


                                Index to Exhibits


Exhibit No.       Document

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

(2)               Incorporated  herein by reference to the  Registrant's  Annual
                  Report on Form 10-K for the year ended December 31, 1993.

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