FORM 10-KSB--Annual or Transitional Report Under

                               Section 13 or 15(d)

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

                    For the fiscal year ended December 31, 1999
                                       or

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

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

                         Commission file number 0-14569

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


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

                          55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602

                      (Address of principal executive offices)

                                 (864) 239-1000

                            Issuer's telephone number

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

                                      None

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

                      Units of Limited Partnership Interest

                                (Title of class)

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

Yes  X  No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $26,159,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 1999. 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

                                     PART I

Item 1.     Description of Business

Springhill Lake Investors Limited  Partnership (the  "Registrant") 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 First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth and Ninth
Springhill  Lake  Limited   Partnerships  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") a wholly-owned
subsidiary of First Winthrop Corporation ("FWC"). See "Transfer of Control". The
non-managing   General   Partner  is   Linnaeus-Lexington   Associates   Limited
Partnership  ("Linnaeus-Lexington").  Both the Managing  General Partner and the
non-managing  General  Partner  are hereby  collectively  known as the  "General
Partners". The Partnership Agreement provides that the Partnership and Operating
Partnerships  are to terminate on December 31, 2035 unless  terminated  prior to
such date.

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

The Registrant  purchased its interest in the Operating  Partnerships on January
16,  1985,  for  $73,514,921,  of which  $58,000,000  was financed by means of a
mortgage loan, which was subsequently refinanced in 1993. See "Item 7, Financial
Statements,  Note  F" for  further  information  concerning  the  mortgage  loan
encumbering the property.

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

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

The Registrant  has no employees.  Management  and  administrative  services are
performed by the Managing General Partner and by agents retained by the Managing
General Partner.  On May 1, 1995, the Registrant  removed Lerner  Corporation as
managing  agent for the  Project.  Since that time  management  services  at the
Project have been provided by affiliates of the Managing General Partner.

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

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

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

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

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

A further description of the Partnership's  business is included in Management's
Discussion  and  Analysis or Plan of  Operations"  included in "Item 6." of this
Form 10-KSB.

Transfer of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of FWC. Pursuant to this transaction,  the by-laws of Three
Winthrop  were amended to provide for the creation of a  Residential  Committee.
Pursuant to the amended and  restated  by-laws,  Insignia had 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.

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia  Merger").  As a result,  AIMCO acquired 100% of Class B stock of
FWC and,  accordingly,  the  right  to  elect  the  members  of the  Residential
Committee.  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 Properties

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:

                                   Date of
            Property               Purchase      Type of Ownership       Use

Springhill Lake                     10/84    Fee ownership subject    Apartment
   Greenbelt, Maryland                       to a first mortgage.   2,899 units

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 Properties:

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>      <C>

Springhill Lake       $107,987      $53,589       10-25 yrs        S/L       $30,753
</TABLE>

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

Schedule of Property Indebtedness:

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

                          Principal                                          Principal
                          Balance At      Stated                              Balance
                         December 31,    Interest    Period     Maturity       Due At
Property                     1999          Rate     Amortized     Date      Maturity (2)
                       (in thousands)                                      (in thousands)
<S>                       <C>            <C>         <C>         <C>          <C>

Springhill Lake           $55,402         9.30%       (1)        05/03        $49,017
1st mortgage
</TABLE>

(1)   The principal balance is being amortized over 120 months with a balloon
      payment due May, 2003.

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

Rental Rates and Occupancy:

 Average annual rental rate and occupancy for 1999 and 1998 for the property:

                                 Average Annual              Average Annual
                                  Rental Rates                 Occupancy
                                   (per unit)
Property                      1999            1998           1999       1998

Springhill Lake              $9,517          $9,168          90%         90%

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

 Real Estate Taxes and Rates:

 Real estate taxes and rates in 1999 for the property were:

                                         1999             1999
                                        Billing           Rate
                                    (in thousands)
Springhill Lake                         $1,783           4.57%

Capital Improvements:

Springhill Lake: The Partnership completed  approximately  $6,156,000 in capital
expenditures at Springhill Lake as of December 31, 1999, consisting primarily of
appliances,  roof improvements,  computers,  lighting,  heating, plumbing, floor
covering,   furniture  and  fixtures  replacements,   pool  upgrades,   interior
decoration, major landscaping,  exterior painting, and parking lot, recreational
facility, and structural improvements.  These improvements were funded primarily
from  replacement   reserves  and  operations.   The  Partnership  is  currently
evaluating the capital  improvement needs of the property for the upcoming year.
The minimum  amount to be budgeted is expected to be $300 per unit or  $869,700.
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, 1999, 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
357  holders  of record  owning an  aggregate  of 649 Units.  Affiliates  of the
Managing  General Partner own 316.65 units or 48.79% of the outstanding  limited
partnership  units at December 31, 1999. 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,  1999  and  1998,  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
debt maturity,  refinancing and/or property sale. The Partnership's distribution
policy is reviewed on a semi-annual basis.  There can be no assurance,  however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
required capital  expenditures,  to permit distributions to its partners in 2000
or  subsequent  periods.  See  "Item 2.  Description  of  Properties  -  Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the Project.

Various  parties,  including  affiliates  of the Managing  General  Partner made
tender offers for units, during the years ended December 31, 1999 and 1998. As a
result of these and prior  tender  offers at December  31,  1999,  AIMCO and its
affiliates own 316.65 limited partnership units in the Partnership  representing
approximately  48.79% of the outstanding units. 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.  Consequently,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled  to take action  with  respect to a variety of matters.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest of the  Managing  General  Partner  because of their
affiliation with the Managing General Partner.

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

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

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

Results of Operations

The   Registrant's  net  income  for  the  year  ended  December  31,  1999  was
approximately $1,056,000 as compared to net income of approximately $196,000 for
the year ended  December 31, 1998 (See "Item 7.  Financial  Statements - Note D"
for a  reconciliation  of these  amounts  to the  Registrant's  federal  taxable
income).  Income before  minority  interest for the year ended December 31, 1999
was $1,727,000 as compared to $712,000 for the year ended December 31, 1998. The
increase  in income  before  minority  interest  is due to an  increase in total
revenues  partially  offset by an increase in total  expenses.  The  increase in
total revenues is  attributable  to an increase in rental and other income which
more  than  offset a  casualty  gain that was  recorded  during  the year  ended
December 31, 1998.  Rental income increased due to an increase in average annual
rental  rates.  Other income  increased  primarily due to the receipt of a court
granted motion for summary  judgment and attorney fees and costs in favor of the
Registrant  in  connection  with a legal  dispute,  as  disclosed  in the second
quarter of 1999.  In addition,  other income  increased due to increases in late
charges.  A casualty gain of  approximately  $126,000 was recognized at December
31, 1998 as a result of three  separate  fires at  Springhill  Lake  Apartments,
which occurred late in 1997.

Total expenses increased slightly due to increases in depreciation, bad debt and
general and administrative  expenses which were partially offset by decreases in
property taxes, interest and operating expenses.  Depreciation expense increased
due to the completion of capital  improvements  and replacements at the Project.
Bad debt expense  increased due to additional  write-offs of tenant  receivables
and charges that were deemed to be uncollectible. Property tax expense decreased
primarily  due to the  payment,  during  1998,  of two property tax bills from a
prior year that were previously in dispute.  Interest  expense  decreased due to
scheduled  principal  payments,  which reduced the carrying  balance of the debt
encumbering the Project.  Operating expense decreased primarily due to decreases
in the property payroll and related benefit expenses.

General and administrative expense increased due to increases in general partner
reimbursements  and professional  fees.  Included in general and  administrative
expense for the years ended December 31, 1999 and 1998 are reimbursements to the
Managing General Partner allowed under the Partnership  Agreement.  In addition,
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,  1999,  the  Registrant  held  cash  and cash  equivalents  of
approximately  $2,343,000,  compared to approximately $3,328,000 at December 31,
1998.  The decrease in cash and cash  equivalents of  approximately  $985,000 is
primarily due to approximately  $4,692,000 of cash used by investing  activities
and  approximately  $1,681,000 of cash used in financing  activities  which more
than offset approximately  $5,388,000 of cash provided by operating  activities.
Cash  used by  investing  activities  consisted  of  property  improvements  and
replacements  and was partially  offset by net receipts from  restricted  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.  The Registrant  invests its working capital reserves in
money market accounts.

The Registrant has invested as a general partner in the Operating  Partnerships,
and as such, receives distributions of cash flow from the Operating Partnerships
and is responsible for  expenditures  consisting of (i) interest  payable on the
New Mortgage Loans 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  $869,700.
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  $55,402,000,  is amortized over 120 months with a
balloon  payment  of  approximately  $49,017,000  due in May 2003.  The  General
Partner  will attempt to refinance  such  indebtedness  and/or sell the property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Registrant  will  risk  losing  the  property  through
foreclosure.

During  the  years  ended  December  31,  1999  and  1998,  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
debt maturity,  refinancing and/or property sale. The Partnership's distribution
policy is reviewed on a semi-annual basis.  There can be no assurance,  however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
required capital  expenditures,  to permit distributions to its partners in 2000
or subsequent periods.

Various  parties,  including  affiliates  of the Managing  General  Partner made
tender offers for units, during the years ended December 31, 1999 and 1998. As a
result of these and prior  tender  offers at December  31,  1999,  AIMCO and its
affiliates own 316.65 limited partnership units in the Partnership  representing
approximately  48.79% of the outstanding units. 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.  Consequently,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled  to take action  with  respect to a variety of matters.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest of the  Managing  General  Partner  because of their
affiliation with the Managing General Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the Managing  General  Partner and its affiliates for management
and  administrative  services  ("Managing  Agent").  Any of the Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have  recognized  a date using "00" as the year 1900  rather than the year
2000.  This could have resulted in a system failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.

Item 7.     Financial Statements

       Report of Independent Public Accountants - Arthur Andersen LLP

      Report of KPMG LLP, Independent Auditors

       Consolidated Balance Sheet - December 31, 1999

      Consolidated Statements of Operations - Years ended December 31, 1999 and
      1998

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
         ended December 31, 1999 and 1998

      Consolidated Statements of Cash Flows - Years ended December 31, 1999 and
      1998

       Notes to Consolidated Financial Statements

                    REPORT OF Independent PUBLIC ACCOUNTANTS

To The Partners of

Springhill Lake Investors Limited Partnership

We have audited the accompanying  consolidated  balance sheet of Springhill Lake
Investors Limited  Partnership and subsidiaries as of December 31, 1999, and the
related  consolidated  statements of operations,  changes in partners' (deficit)
capital and cash flows for the year ended December 31, 1999. These  consolidated
financial statements are the responsibility of the Partnership's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our 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  consolidated   financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence supporting the amounts and disclosures in the consolidated
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 consolidated financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Springhill Lake Investors  Limited  Partnership and  subsidiaries as of December
31, 1999, and the results of their  operations and their cash flows for the year
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States.

                                                         /s/Arthur Andersen, LLP


Denver, Colorado,
March 14, 2000


                           Independent Auditors Report

To The Partners

Springhill Lake Investors Limited Partnership

We have audited the accompanying consolidated statements of operations,  changes
in partners'  (deficit)  capital,  and cash flows of Springhill  Lake  Investors
Limited Partnership and Subsidiaries for the year ended December 31, 1998. 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 generally accepted auditing standards.
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 results of operations and cash flows of
Springhill  Lake Investors  Limited  Partnership and  Subsidiaries  for the year
ended  December  31,  1998 in  conformity  with  generally  accepted  accounting
principles.

                                                                     /s/KPMG LLP

Greenville, South Carolina
March 24, 1999

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET

                          (in thousands, except unit data)

                                December 31, 1999
<TABLE>
<CAPTION>

Assets
<S>                                                         <C>           <C>

   Cash and cash equivalents                                              $  2,343
   Receivables and deposits (net of $236 allowance for
     doubtful accounts)                                                      1,337
   Restricted escrows                                                        2,056
   Other assets                                                              1,479
   Investment Property:
      Land                                                  $  5,833
      Buildings and related personal property                102,154
                                                             107,987
      Less accumulated depreciation                          (53,589)       54,398

                                                                          $ 61,613

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                       $  1,403
   Tenant security deposit liabilities                                         506
   Other liabilities                                                           676
   Mortgage note payable                                                    55,402

Minority Interest                                                            3,731

Partners' (Deficit) Capital

   General partners                                         $ (2,865)
   Investor limited partners
      (649 units issued and outstanding)                       2,760          (105)
                                                                          $ 61,613

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                          (in thousands, except unit data)

<TABLE>
<CAPTION>


                                                            Years Ended December 31,
                                                               1999          1998
         <S>                                                 <C>            <C>
      Revenues:
         Rental income                                      $   24,764    $   23,881
         Other income                                            1,395           933
         Casualty gain                                              --           126
            Total revenues                                      26,159        24,940

      Expenses:
         Operating                                              11,145        11,266
         General and administrative                                605           514
         Depreciation                                            4,406         4,001
         Interest                                                5,336         5,496
         Property taxes                                          1,777         1,976
         Bad debt expense                                        1,163           975
            Total expenses                                      24,432        24,228

      Income before minority interest                            1,727           712

      Minority interest in net earnings of
        operating partnerships                                    (671)         (516)

               Net income                                   $    1,056    $      196

      Net income allocated to general partners(5%)          $       53    $       10
      Net income allocated to investor
         limited partners (95%)                                  1,003           186

               Net income                                   $    1,056    $      196

      Net income per limited partnership unit               $ 1,545.45    $   286.59


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                          (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, 1997                      649        $(2,928)     $ 1,571      $(1,357)

Net income for the year ended
  December 31, 1998                       --             10          186          196

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)


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (in thousands)
<TABLE>
<CAPTION>

                                                                 Years Ended December 31,
<S>                                                                  <C>          <C>
                                                                     1999         1998
  Cash flows from operating activities:
     Net income                                                 $  1,056     $    196
      Adjustments to reconcile net income
        to net cash provided by operating activities:
        Minority interest in net earnings of operating
          partnerships                                                671          516
        Depreciation                                                4,406        4,001
        Amortization                                                  124          124
        Bad debt expense                                            1,163          975
       Casualty gain                                                  --         (126)
      Change in accounts:
        Receivables and deposits                                   (1,128)        (216)
        Other assets                                                 (118)         (66)
        Accounts payable                                             (334)         838
        Tenant security deposit liabilities                           100          (10)
        Other liabilities                                            (552)        (393)
           Net cash provided by operating activities                5,388        5,839
  Cash flows from investing activities:
     Property improvements and replacements                        (6,156)      (2,686)
     Net withdrawals from (deposits to) restricted escrows          1,464         (988)
     Net insurance proceeds from casualty gain                         --          192
          Net cash used in investing activities                    (4,692)      (3,482)

 Cash flows from financing activities:

     Payments on mortgage note payable                             (1,681)      (1,415)
           Net cash used in financing activities                   (1,681)      (1,415)
  Net (decrease) increase in cash and cash equivalents               (985)         942
  Cash and cash equivalents at beginning of year                    3,328        2,386
  Cash and cash equivalents at end of year                       $  2,343     $  3,328
 Supplemental disclosure of cash flow information:

  Cash paid for interest                                         $  5,657     $  5,378

</TABLE>

         See Accompanying Notes to Consolidated Financial Statements

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

Note A - Organization  and Summary of Significant Accounting Policies

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

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

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

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

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

Accordingly,  net income as shown in the statements of operations and changes in
partners'  capital for 1999 and 1998 was allocated  95% to the limited  partners
and 5% to the general partners. Net income per limited partnership unit for each
such year was computed as 95% of net income divided by 649 units outstanding.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used (1)
for real property over 15 years for additions  prior to March 16, 1984, 18 years
for  additions  after  March 15,  1984 and before May 9, 1985,  and 19 years for
additions  after May 8, 1985,  and before  January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 5 years.

Cash and Cash  Equivalents:  Includes  cash on hand,  in banks and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

Investment in Properties:  Investment property consists of one apartment complex
with an eight-store shopping center and is stated at cost.  Acquisition fees are
capitalized as a cost of real estate.  In accordance  with Financial  Accounting
Standards Board Statement No. 121,  "Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be Disposed Of," the  Partnership  records
impairment  losses on  long-lived  assets  used in  operations  when  events and
circumstances  indicate  that the assets might be impaired and the  undiscounted
cash flows  estimated to be generated by those assets are less than the carrying
amounts of those assets. Costs of investment property that have been permanently
impaired  have been written  down to appraisal  value.  No  adjustments  for the
impairment  of value were  necessary  for the years ended  December  31, 1999 or
1998.

Segment Reporting: Statement of Financial Standards ("SFAS") No. 131, Disclosure
about  Segments of an  Enterprise  and  Related  Information  ("Statement  131")
established  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers. See "Note J"
for required disclosure.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $367,000  and $310,000 for the years ended
December 31, 1999 and 1998,  respectively  were charged to operating  expense as
incurred.

Loan  Costs:  Loan  costs  of  approximately  $1,359,000,   net  of  accumulated
amortization  of  approximately  $944,000,  are  included in other assets in the
accompanying balance sheet and are being amortized on a straight-line basis over
the life of the loan.

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

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

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

Reclassification:   Certain   reclassifications  have  been  made  to  the  1998
information to conform to the 1999 presentation.

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

Note B - Transfer of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of First  Winthrop  Corporation  ("FWC").  Pursuant to this
transaction,  the by-laws of Three Winthrop, the Managing General Partner of the
Partnership and a wholly-owned  subsidiary of First Winthrop  Corporation,  were
amended to provide for the creation of a Residential Committee.  Pursuant to the
amended and  restated  by-laws,  Insignia had 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.

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia Properties Trust merged into Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment  trust,  with AIMCO being the surviving  corporation  (the  "Insignia
Merger").  As a  result,  AIMCO  acquired  100% of  Class B  stock  of FWC  and,
accordingly,  the right to elect the members of the Residential  Committee.  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

                                                       Initial Cost
Investment Properties                                 To Partnership
<TABLE>
<CAPTION>

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

Springhill Lake                 $55,402           $ 5,833       $ 67,484       $ 34,670
</TABLE>

                              Gross Amount At Which
                                    Carried
                              At December 31, 1999
                                 (in thousands)

<TABLE>
<CAPTION>

                                 Buildings
                                   And
                                 Related


                                 Personal            Accumulated    Date     Depreciable
Description              Land    Property   Total    Depreciation Acquired   Life-Years
<S>                      <C>     <C>       <C>         <C>           <C>      <C>

Springhill Lake         $5,833  $102,154  $107,987     $53,589      10/84      10-25
</TABLE>

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

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                           Years Ended December 31,

                                             1999             1998
                                                (in thousands)
Investment Properties

Balance at beginning of year              $101,831        $ 99,403
   Property improvements                     6,156           2,686
   Write off due to casualty                    --            (258)
Balance at end of year                    $107,987        $101,831
Accumulated Depreciation

Balance at beginning of year             $  49,183       $  45,310
   Depreciation of real estate               4,406           4,001
   Write off due to casualty                    --            (128)
Balance at end of year                   $  53,589       $  49,183

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December 31, 1999 and 1998, is $106,447,000  and  $101,206,000.  The accumulated
depreciation  taken for Federal  income tax  purposes  at December  31, 1999 and
1998, is $74,827,000 and $70,453,000.

Note D - Taxable Loss

Taxable income or loss of the  Partnership is reported in the income tax returns
of its  partners.  Accordingly,  no  provision  for income  taxes is made in the
financial  statements of the Partnership.  The following is a reconciliation  of
reported income and Federal taxable income:

<TABLE>
<CAPTION>

                                                              1999              1998

                                                         (in thousands, except unit data)
<S>                                                         <C>             <C>

  Net income as reported                                    $ 1,056         $   196
     Excess of accelerated depreciation for
       income tax purposes                                     (124)           (213)
     Deferred revenue - laundry income                         (161)             35
     Investment in properties                                    --             196
     Other                                                      779             (16)

  Federal taxable income                                    $ 1,550         $   198

  Federal taxable income per limited
   partnership unit                                         $ 1,142         $   291

</TABLE>

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 Partnership Agreement provides for certain payments
to affiliates for services and as reimbursements of certain expenses incurred by
affiliates  on behalf of the  Partnership,  an annual  asset  management  fee of
$100,000 and 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, 1999 and 1998:

                                                          1999             1998
                                                             (in thousands)
     Property management fees (included in
        operating expenses)                               $ 748            $ 721
     Reimbursement for services of affiliates
        (included in general and administrative
        and investment property)                            529              277

During the years ended  December 31 1999 and 1998,  affiliates  of the  Managing
General Partner were entitled to receive 3% of tenant rent collections and 5% of
store commercial income from the Operating  Partnership's property for providing
property  management  services.   The  Operating   Partnership's  paid  to  such
affiliates  approximately $748,000 and $721,000 for the years ended December 31,
1999 and 1998, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $529,000 and
$277,000 for the years ended December 31, 1999 and 1998, respectively.  Included
in these expenses is  approximately  $90,000 and $10,000 in  reimbursements  for
construction  oversight  costs for the year ended  December  31,  1999 and 1998,
respectively.  In addition the annual asset management and administration fee of
$110,000 is included for both December 31, 1999 and 1998.

Various  parties,  including  affiliates  of the Managing  General  Partner made
tender offers for units, during the years ended December 31, 1999 and 1998. As a
result of these and prior tender offers,  AIMCO and its affiliates currently own
316.65 limited  partnership units in the Partnership  representing 48.79% of the
outstanding  units. 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. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the Units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.

Note F - Mortgage Notes Payable

The principle terms of the mortgage note payable is as follows:

<TABLE>
<CAPTION>


                               Principal
                                Balance     Monthly                            Principal
                                 Due At     Payment                             Balance
Property                       December    Including    Interest    Maturity     Due At
                               31, 1999     Interest      Rate        Date      Maturity
                                   (in thousands)                             (in thousands)
<S>                              <C>           <C>        <C>        <C>        <C>

Springhill Lake Apartments
1st mortgage                    $55,402       $ 566      9.30%      5/2003       $49,017
</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, 1999, are as follows (in thousands):

              2000       $ 1,729
              2001         1,881
              2002         2,063
              2003        49,729
                         $55,402

Note G - Operating Leases

One of the Operating Partnerships leases retail space to tenants in the shopping
center under operating leases which expire in various years through December 31,
2007. The leases call for base monthly rentals plus additional  charges for pass
throughs and  percentage  rent.  Minimum  future rental  payments to be received
subsequent to December 31, 1999 are as follows (in thousands):

              2000           $ 65
              2001             64
              2002             64
              2003             64
              2004             64
              Thereafter      180
                             $501

Note H - Casualty Gain

A casualty gain of approximately $126,000 was recognized at December 31, 1998 as
a result of three separate fires at Springhill Lake which occurred late in 1997.
As a result of these  incidents,  one building was  extensively  damaged and two
apartment units were completely destroyed. The estimated costs to be incurred to
rebuild the  destroyed  units  approximated  the  estimated  insurance  proceeds
received.

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.

Note J - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:  consisting  of  apartment  and
townhouse  units and an eight store shopping center complex located in Greenbelt
Maryland.  The  Partnership  rents apartment units and town house to tenants for
terms that are typically twelve months or less. The space at the shopping center
is rented on a month to month basis or for terms of 3 to 10 years.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the  Partnership as described in the summary of significant  accounting
policies.

Segment  information  for the years ended December 31, 1999 and 1998 is shown in
the  tables  below (in  thousands).  The  "Other"  column  includes  partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

                 1999                     Complex        Other       Totals

Rental income                             $24,764         $ --      $24,764
Other income                                1,027           368       1,395
Interest expense                            5,336            --       5,336
Depreciation                                4,406            --       4,406
General and administrative expense             --           605         605
Minority interest in net earnings
  of operating partnerships                    --           671         671
Segment income (loss)                       1,964          (908)      1,056
Total assets                               60,040         1,573      61,613
Capital expenditures for investment
  property                                  6,156            --       6,156

                 1998                     Complex        Other       Totals

Rental income                             $23,881         $ --      $23,881
Other income                                  876            57         933
Casualty gain                                 126            --         126
Interest expense                            5,496            --       5,496
Depreciation                                4,001            --       4,001
General and administrative expense              --          514         514
Minority interest in net earnings
  of operating partnerships                    --           516         516
Segment income (loss)                       1,169          (973)        196
Total assets                               60,561         1,792      62,353
Capital expenditures for investment
  property                                  2,686            --       2,686


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

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

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

                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons,
            Compliance With Section 16(a) of the Exchange Act.

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

Name                        Age    Position

Patrick J. Foye              42    Vice President - Residential and Director
Martha L. Long               40    Vice President - Residential Accounting
Michael L. Ashner            47    Chief Executive Officer and Director
Peter Braverman              48    Executive Vice President and Director

Patrick J. Foye has been  Executive  Vice President 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 Senior Vice  President  and  Controller  of the Managing
General  Partner and AIMCO since October 1998, as a result of the acquisition of
Insignia  Financial  Group,  Inc. 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,  age 47, 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,  age 48,  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.

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Form 5 and amendments  thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by Section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years.

Item 10.    Executive Compensation

The  Registrant  is not  required  to and did not  pay any  compensation  to the
officers or directors  of the Managing  General  Partner.  The Managing  General
Partner  does not  presently  pay any  compensation  to any of its  officers and
directors (See "Item 12, Certain Relationships and Related Transactions").

Item 11.    Security Ownership of Certain Beneficial Owners and Management

      (a)   Security Ownership of Certain Beneficial Owners

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  or  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 1999.

                                             Number
                 Entity                      of Units                Percentage

Insignia Financial Group, Inc.
  (an affiliate of AIMCO)                    241.15                   37.157%
AIMCO Properties LP

  (an affiliate of AIMCO)                     75.50                   11.633%

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

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

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

      (b)   Security Ownership of Management

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

Item 12.    Certain Relationships and Related Transactions

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


<PAGE>



The following  transactions with affiliates of the Managing General Partner were
charged to expense for the years ended December 31, 1999 and 1998:

                                                          1999             1998
                                                             (in thousands)
     Property management fees                             $ 748            $ 721
     Reimbursement for services of affiliates               529              277


During the years ended  December 31 1999 and 1998,  affiliates  of the  Managing
General Partner were entitled to receive 3% of tenant rent collections and 5% of
store commercial  income from the Registrant's  property for providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$748,000  and  $721,000  for  the  years  ended  December  31,  1999  and  1998,
respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $529,000 and
$277,000 for the years ended December 31, 1999 and 1998, respectively.  Included
in these expenses is  approximately  $90,000 and $10,000 in  reimbursements  for
construction  oversight  costs for the year ended  December  31,  1999 and 1998,
respectively.  In addition the annual asset management and administration fee of
$110,000 is included for both December 31, 1999 and 1998.

Various  parties,  including  affiliates  of the Managing  General  Partner made
tender offers or units,  during the years ended December 31, 1999 and 1998. As a
result of these and prior tender offers,  AIMCO and its affiliates currently own
316.65 limited  partnership units in the Partnership  representing 48.79% of the
outstanding  units. 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. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  When voting on matters,  AIMCO would in all likelihood vote
the Units it  acquired in a manner  favorable  to the  interest of the  Managing
General Partner because of their affiliation with the Managing General Partner.

Item 13.    Exhibits and Reports on Form 8-K

(a)   Exhibits:

      Exhibit 27, Financial Data Schedule is filed as an exhibit to this report.

(b)   Reports on Form 8-K filed in the fourth quarter of fiscal year 1999:

      Current  Report on Form 8-K dated  December 8, 1999 filed on December  13,
      1999 disclosing the dismissal of KPMG LLP and the Registrant's Independent
      Accountant  and engaging  Arthur  Andersen,  LLP as the  Registrant's  new
      Independent Accountant.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant has caused this Report on Form 10-KSB to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                  SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP

                                    By: THREE WINTHROP PROPERTIES, INC.
                                    Managing General Partner

                                    By: /s/ Patrick J. Foye
                                        Patrick J. Foye
                                        Vice President - Residential

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

                                    Date:  March 30, 2000

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 Foye         Vice President-Residential
Patrick J. Foye           and Director

/s/ Martha L. Long       Vice President - Residential
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)

                    27   Financial Data Schedule.

                    (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.