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

                                    Form 10-K

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

                 For the fiscal year ended December 31, 2004

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

             For the transition period from _________to _________

                         Commission file number 0-14569

                  SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

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

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

                  Registrant's telephone number (864) 239-1000

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

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

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

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

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2004. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

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

                                     PART I

Item 1.     Description of Business

Springhill  Lake  Investors   Limited   Partnership  (the  "Registrant"  or  the
"Partnership")  was  organized  as a  Maryland  limited  partnership  under  the
Maryland  Revised Uniform Limited  Partnership Act on December 28, 1984, for the
purpose  of  investing  as  a  general   partner  in  Springhill   Lake  Limited
Partnerships  I  through  IX  and  Springhill   Commercial  Limited  Partnership
(collectively,  the  "Operating  Partnerships"),  each of  which  is a  Maryland
limited partnership owning a section of a garden apartment complex in Greenbelt,
Maryland  (the  "Project" or  "Property").  The  Registrant  is the sole General
Partner of each  Operating  Partnership.  The Limited  Partner of each Operating
Partnership is Theodore N. Lerner  ("Lerner"),  a former general  partner of the
Operating Partnerships whose interest was converted to that of a limited partner
on January 16, 1985 in  conjunction  with the  Registrant's  acquisition  of its
interest in the  Operating  Partnerships.  The Managing  General  Partner of the
Registrant is AIMCO/Springhill  Lake Investors GP, LLC ("AIMCO LLC" or "Managing
General  Partner"),  a wholly owned  subsidiary  of AIMCO  Properties,  L.P., an
affiliate of Apartment  Investment and Management Company ("AIMCO"),  a publicly
traded real estate investment trust. The Partnership Agreement provides that the
Partnership  and  Operating  Partnerships  are to terminate on December 31, 2035
unless terminated prior to such date.

On December 11, 2003, AIMCO  Properties,  L.P., a Delaware limited  partnership,
entered  into a Redemption  and  Contribution  Agreement  (the  "Redemption  and
Contribution Agreement") with First Winthrop Corporation, a Delaware corporation
("FWC")  and  the  sole   shareholder   of  Three  Winthrop   Properties,   Inc.
("Winthrop"),  the former  managing  general  partner of the  Partnership,  with
respect to the  acquisition of its general  partner  interest in the Partnership
(the "MGP  Interest") by an affiliate of AIMCO  Properties,  L.P., the operating
partnership of AIMCO.

As of the time of the execution of the Redemption and Contribution Agreement and
until such time as the transfer of the MGP Interest  from  Winthrop to AIMCO LLC
became  effective,  NHP  Management  Company  ("NHP"),  an  affiliate  of  AIMCO
Properties,  L.P.,  was  vested  with  the  authority  to,  subject  to  certain
limitations,  cause  Winthrop to take such  actions as it deemed  necessary  and
advisable in connection with the activities of the Partnership.  The transfer of
the MGP Interest from Winthrop to AIMCO LLC became  effective on March 31, 2004.
As used herein,  the term "Managing  General Partner" shall mean Winthrop,  with
respect to matters  occurring  prior to March 31, 2004 and AIMCO LLC for matters
occurring from and after March 31, 2004.

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

The only business of the  Partnership  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 Partnership  has no employees.  Management and  administrative  services are
performed by the Managing General Partner and by agents retained by the Managing
General Partner.

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

Risk Factors

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

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

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

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's  property.  The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism.  The Managing General Partner does not anticipate that these costs
will  have  a  negative  effect  on  the  Partnership's  consolidated  financial
condition or results of operations.

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

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

A further description of the Partnership's business is included in "Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operation"
included in "Item 7." of this Form 10-K.

Item 2.     Description of Property

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

                                   Date of
            Property               Purchase      Type of Ownership           Use

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

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

Schedule of Property

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

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

<S>                  <C>            <C>           <C>                         <C>
Springhill Lake      $133,465       $87,489       5-30 yrs        S/L         $31,884
</TABLE>

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

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                    Principal    Principal                                       Principal
                    Balance At   Balance At   Stated                              Balance
                         December 31,        Interest    Period     Maturity      Due At
Property               2004         2003       Rate     Amortized     Date     Maturity (1)
                        (in thousands)                                        (in thousands)
Springhill Lake
<S>                  <C>          <C>           <C>        <C>       <C>         <C>
  1st mortgage       $113,500     $110,386      (2)        (3)       08/11       $113,500
</TABLE>

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

(2)   Adjustable  rate  based  on the  Freddie  Mac  discounted  mortgage-backed
      security  index plus 63 basis  points.  The rate at December  31, 2004 was
      2.728% and will reset monthly.

(3)   Interest only payments on loan at December 31, 2004.

On July 22, 2004, the Partnership refinanced the mortgage encumbering Springhill
Lake Apartments.  The new mortgage of $113,500,000  replaced  existing  mortgage
indebtedness of approximately $109,007,000. The new mortgage bears interest at a
variable rate and has a balloon payment of  $113,500,000  due on August 1, 2011.
The  interest  rate on the  variable  rate loan is the  Freddie  Mac  discounted
mortgage-backed  security  index  plus 63 basis  points.  The rate was 2.728% at
December 31, 2004. After repayment of the existing mortgage,  payment of closing
costs,  and funding of a $675,000 repair escrow account and operating  reserves,
the  Partnership  received  net  proceeds  of  approximately   $3,294,000.   The
Partnership also received a refund of approximately  $7,085,000  relating to the
repair escrow  required by the previous  lender.  Total  capitalized  loan costs
associated with this  refinancing  were  approximately  $526,000 during the year
ended  December  31,  2004.  The  Partnership  recognized  a loss  on the  early
extinguishment  of  debt  of  approximately  $918,000  due to the  write  off of
approximately  $904,000 of  unamortized  loan costs and a prepayment  penalty of
approximately $14,000 during the year ending December 31, 2004.

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

Rental Rates and Occupancy

 Average annual rental rate and occupancy for 2004 and 2003 for the property:

                                Average Annual             Average Annual
                                 Rental Rate                  Occupancy
                                   (per unit)
Property                     2004           2003          2004         2003

Springhill Lake             $11,275       $11,001         95%          96%

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

 Schedule of Real Estate Taxes and Rates

 Real estate taxes and rates in 2004 for the property were:

                              2004              2004
                            Billing             Rate
                         (in thousands)

Springhill Lake              $2,335             1.91%

The  Property  has a  fiscal  year  different  than the real  estate  tax  year;
therefore,  real estate tax expense as stated in the Partnership's  Consolidated
Statement of Operations does not agree to the 2004 billings.

Capital Improvements

The Partnership  completed  approximately  $4,847,000 in capital improvements at
Springhill Lake Apartments  during the year ended December 31, 2004,  consisting
primarily of structural improvements,  appliance, water and sewer upgrades, roof
and floor  covering  replacements,  air  conditioning  and cabinet  upgrades and
heating and electrical  improvements.  Approximately  $28,000 of these additions
were related to a September 2003 casualty.  These  improvements were funded from
operations,   insurance  proceeds  and  replacement  reserves.  The  Partnership
regularly  evaluates  the  capital  improvement  needs of the  property  for the
upcoming year.  During 2005 the Partnership  anticipates  completing the repairs
and improvements at the property required to be made in connection with the July
2004  refinancing of the mortgage  encumbering the property.  In connection with
the  refinancing,  approximately  $675,000 was deposited in an escrow account to
fund such repairs and  improvements.  At December  31, 2004,  the balance in the
escrow account was approximately  $535,000.  Additional improvements and routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend on the physical condition of the property as well as replacement reserves
and  anticipated  cash flow generated by the property.  The  additional  capital
expenditures  will be incurred only if cash is available from operations or from
Partnership  reserves. To the extent that capital improvements are completed the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

Item 3.     Legal Proceedings

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call". Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call".  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing  on the  matter is  currently  underway.  Although  the  outcome of any
litigation  is  uncertain,  AIMCO  Properties,  L.P.  does not believe  that the
ultimate outcome will have a material adverse effect on its financial  condition
or results of  operations.  Similarly,  the  Managing  General  Partner does not
believe that the ultimate  outcome  will have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

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

During the quarter ended December 31, 2004, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.


<PAGE>



                                     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
145  holders  of record  owning an  aggregate  of 649 Units.  Affiliates  of the
Managing  General Partner owned 522.65 units or 80.53% of the outstanding  units
at December 31, 2004. No public trading market has developed for the Units,  and
it is not anticipated that such a market will develop in the future.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004, 2003, and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

             Year Ended  Per Limited  Year Ended  Per Limited Year Ended   Per Limited
            December 31, Partnership December 31, Partnership  December 31, Partnership
                2004        Unit         2003        Unit        2002        Unit

<S>         <C>     <C>    <C>         <C>     <C>  <C>        <C>     <C>  <C>
Refinance   $ 7,744 (2)    $11,932     $ 2,818 (1)  $ 4,342    $45,840 (1)  $70,632
Operations   10,865         15,904       3,932        5,755      5,966        8,733
Total       $18,609        $27,836     $ 6,750      $10,097    $51,806      $79,365
</TABLE>

(1)   Proceeds from the November 2002  refinancing  of the mortgage  encumbering
      Springhill Lake Apartments.
(2)   Proceeds  from the  July  2004  refinancing  of the  mortgage  encumbering
      Springhill Lake Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the timing of the debt maturity,  property sale and/or refinancing.
The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis.  There can be no assurance that the Partnership will generate  sufficient
funds from operations after required capital improvement  expenditures to permit
additional  distributions to its partners during 2005 or subsequent periods. See
"Item 2.  Description  of  Property  -  Capital  Improvements"  for  information
relating to anticipated capital expenditures at the property.

Other

AIMCO and its affiliates owned 522.65 limited partnership units (the "Units") in
the Partnership  representing  80.53% of the  outstanding  Units at December 31,
2004. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional Units in exchange for cash or a combination of cash and units
in AIMCO Properties,  L.P., the operating  partnership of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  80.53%  of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.


<PAGE>



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

                                2004         2003        2002         2001        2000
Total revenues from
<S>                           <C>          <C>         <C>          <C>         <C>
  rental operations           $ 32,824     $ 32,282    $ 32,290     $ 31,004    $ 27,220

Net income                     $ 2,074      $ 4,455    $ 3,213      $ 2,387      $ 1,725

Net income per limited
  partnership unit             $ 3,035      $ 6,521    $ 4,703      $ 3,495      $ 2,525

Limited partnership
  units outstanding                649          649         649          649         649

Total assets                  $ 51,540     $ 65,825    $ 71,425     $ 67,310    $ 64,900

Mortgage note payable         $113,500     $110,386    $113,100     $ 51,788    $ 53,689
</TABLE>

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

Item 7.     Management's  Discussion  and Analysis of Financial  Condition and
            Results of Operation

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

The  Partnership's  financial  results depend upon a number of factors including
the ability to attract and maintain tenants at the investment property, interest
rates on mortgage  loans,  costs  incurred to operate the  investment  property,
general economic conditions and weather. As part of the ongoing business plan of
the  Partnership,  the  Managing  General  Partner  monitors  the rental  market
environment of its investment  property to assess the  feasibility of increasing
rents, maintaining or increasing occupancy levels and protecting the Partnership
from increases in expenses.  As part of this plan, the Managing  General Partner
attempts  to  protect  the  Partnership  from the  burden  of  inflation-related
increases  in  expenses  by  increasing  rents and  maintaining  a high  overall
occupancy  level.   However,   the  Managing  General  Partner  may  use  rental
concessions and rental rate reductions to offset  softening  market  conditions,
accordingly,  there is no guarantee  that the Managing  General  Partner will be
able to sustain such a plan.  Further,  a number of factors that are outside the
control of the Partnership,  such as the local economic climate and weather, can
adversely or positively affect the Partnership's financial results.

Results of Operations

2004 Compared with 2003

The  Partnership's  net  income  for  the  year  ended  December  31,  2004  was
approximately  $2,074,000 compared to net income of approximately $4,455,000 for
the year  ended  December  31,  2003  (See  "Item 8.  Financial  Statements  and
Supplementary  Data - Note  C" for a  reconciliation  of  these  amounts  to the
Partnership's  federal taxable income.) Income before minority  interest for the
year  ended  December  31,  2004  was  approximately   $4,811,000   compared  to
approximately  $5,440,000  for the year ended December 31, 2003. The decrease in
income  before  minority  interest  is  primarily  due to an  increase  in total
expenses  partially  offset by an increase in total  revenues.  The  increase in
total  revenues  for the year ended  December  31, 2004 is due to an increase in
rental and other income partially offset by a decrease in casualty gain.  Rental
income  increased  due  to an  increase  in  the  average  rental  rates  at the
Partnership's  property.  Other income  increased  due to an increase in utility
reimbursements,  legal costs charged to tenants and lease  cancellation  fees at
Springhill Lake Apartments.

During September 2003,  Hurricane Isabel caused damages to some of the apartment
buildings at the property. During the year ended December 31, 2004, all work was
completed  to repair  the damage and the  property  recorded a casualty  gain of
approximately  $31,000.  The gain was the  result of the  receipt  of  insurance
proceeds  of   approximately   $38,000   offset  by   approximately   $7,000  of
undepreciated damaged assets being written off.

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

Total  expenses for the year ended  December 31, 2004 increased due to increases
in   depreciation,   property   tax,  bad  debt   expenses  and  loss  on  early
extinguishment  of debt  offset  by  decreases  in  operating  and  general  and
administrative  expenses.  Interest expense remained relatively constant between
the  comparable  periods.   Depreciation   expense  increased  due  to  property
improvements and  replacements  being placed into service during the past twelve
months which are now being depreciated. Property tax expense increased due to an
increase in the assessed value of the Partnership's  investment  property by the
local taxing authority.  Bad debt expense increased due to a number of evictions
of  residents.  Loss  on  early  extinguishment  of  debt  increased  due to the
Partnership  refinancing  the mortgage  during the year ended December 31, 2004.
The decrease in operating  expense is primarily due to a decrease in maintenance
expenses offset by an increase in advertising and property expenses. Maintenance
expenses  decreased  due to decreases  in contract  services as more work is now
being  performed by on-site  employees  and the cost of repairs to the property.
Advertising  expenses increased due to special promotions to attract new tenants
and maintain  occupancy levels.  Property expenses increased due to increases in
utility   costs,   salaries   and  related   employee   expenses.   General  and
administrative   expenses   decreased   due  to  a   decrease   in   accountable
reimbursements  charged to the  Partnership in accordance  with the  Partnership
Agreement.

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

The  limited  partnership  interest  of  Theodore  N.  Lerner  in the  operating
partnerships   is  reflected  as  a  minority   interest  in  the   accompanying
consolidated  financial  statements.  Minority  interest in net  earnings of the
operating  partnerships  recorded by the Partnership totaled  approximately zero
for the years ended December 31, 2004 and 2003.  During the years ended December
31, 2004 and 2003, the  Partnership  did not recognize any minority  interest in
net earnings of the  operating  partnerships  as previous  distributions  to the
minority partner during 2002 reduced the minority interest  partner's balance to
zero.  For the years  ended  December  31, 2004 and 2003,  distributions  to the
minority   interest   partner  of   approximately   $2,737,000   and   $985,000,
respectively,  were made in excess of the minority  partner's  investment in the
operating  partnerships.  When the operating  partnerships make distributions in
excess of the minority partner's  investment  balance,  the Partnership,  as the
majority  partner,  records  a charge  equal to the  minority  partner's  excess
distribution  over  the  investment   balance.   The  charge  is  classified  as
distributions   to  the  minority   partner  in  excess  of  investment  on  the
accompanying consolidated statements of operations.  Cumulative distributions to
the minority partner in excess of investment  totaled  approximately  $4,820,000
and  $2,083,000  at  December  31,  2004 and  2003,  respectively.  No income is
allocated to the minority  partner until all previous  losses  recognized by the
majority partner are recovered.  For the years ended December 31, 2004 and 2003,
approximately $994,000 and $1,070,000,  respectively, in earnings were allocated
to the majority  partner to recover  previous losses  recognized.  Earnings will
continue to be  allocated  to the majority  partner to recover  previous  losses
recognized  until such time as the net  amount of  approximately  $2,756,000  at
December 31, 2004 is recovered.

2003 Compared with 2002

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

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

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

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

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

Liquidity and Capital Reserves

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,502,000,  compared to approximately $5,194,000 at December 31,
2003. Cash and cash equivalents decreased approximately $3,692,000 from December
31, 2003 due to approximately  $18,772,000 of cash used in financing  activities
partially offset by approximately $13,219,000 and $1,861,000 of cash provided by
operating  and  investing  activities,  respectively.  Cash  used  in  financing
activities  consisted of repayment of the mortgage encumbering the Partnership's
investment property, distributions to partners, loan costs paid for the property
refinancing,  payment of a prepayment penalty and principal payments made on the
mortgage  encumbering  the property  partially  offset by proceeds  from the new
mortgage  encumbering  the  property.  Cash  provided  by  investing  activities
consisted  of net  withdrawals  from  restricted  escrows  and  the  receipt  of
insurance proceeds  partially offset by property  improvements and replacements.
The Partnership invests its working capital in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating  needs of the Partnership and to comply with Federal,  state
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher expenses related to compliance.  The Partnership  regularly evaluates the
capital improvement needs of the property for the upcoming year. During 2005 the
Partnership  anticipates completing the repairs and improvements at the property
required to be made in connection with the July 2004 refinancing of the mortgage
encumbering  the property.  In connection  with the  refinancing,  approximately
$675,000  was  deposited  in  an  escrow   account  to  fund  such  repairs  and
improvements.  At  December  31,  2004,  the  balance in the escrow  account was
approximately $535,000. Additional improvements and routine capital expenditures
are  anticipated  during  2005.  Such  capital  expenditures  will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated  cash  flow  generated  by  the  property.  The  additional  capital
expenditures  will be incurred only if cash is available from operations or from
Partnership  reserves. To the extent that capital improvements are completed the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive of capital  improvements) of the  Partnership.  On July 22, 2004, the
Partnership   refinanced  the  existing  mortgage  encumbering  Springhill  Lake
Apartments which had been previously  refinanced in 2002 (see discussion below).
The new mortgage of  $113,500,000  replaced  existing  mortgage  indebtedness of
approximately  $109,007,000.  The new mortgage bears interest at a variable rate
and has a balloon  payment of  $113,500,000  due on August 1, 2011. The interest
rate on the  variable  rate loan is the Freddie Mac  discounted  mortgage-backed
security  index plus 63 basis points.  The rate was 2.728% at December 31, 2004.
After repayment of the existing mortgage,  payment of closing costs, and funding
of a $675,000  repair escrow  account and operating  reserves,  the  Partnership
received net proceeds of approximately $3,294,000. The Partnership also received
a refund of approximately  $7,085,000  relating to the repair escrow required by
the  previous  lender.   Total  capitalized  loan  costs  associated  with  this
refinancing were approximately $526,000 during the year ended December 31, 2004.
The  Partnership  recognized  a loss  on the  early  extinguishment  of  debt of
approximately  $918,000  due  to the  write  off of  approximately  $904,000  of
unamortized loan costs and a prepayment penalty of approximately  $14,000 during
the year ended December 31, 2004.

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

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

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

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004, 2003, and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

             Year Ended  Per Limited  Year Ended  Per Limited Year Ended    Per Limited
            December 31, Partnership December 31, Partnership  December 31,  Partnership
                2004        Unit         2003        Unit        2002          Unit

<S>         <C>     <C>    <C>         <C>     <C>  <C>        <C>     <C>  <C>
Refinance   $ 7,744 (2)    $11,932     $ 2,818 (1)  $ 4,342    $45,840 (1)  $70,632
Operations   10,865         15,904       3,932        5,755      5,966        8,733
Total       $18,609        $27,836     $ 6,750      $10,097    $51,806      $79,365
</TABLE>

(1)   Proceeds from the November 2002  refinancing  of the mortgage  encumbering
      Springhill Lake Apartments.
(2)   Proceeds  from the  July  2004  refinancing  of the  mortgage  encumbering
      Springhill Lake Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the timing of the debt maturity,  property sale and/or refinancing.
The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis.  There can be no assurance that the Partnership will generate  sufficient
funds from operations after required capital improvement  expenditures to permit
additional distributions to its partners during 2005 or subsequent periods.

Other

AIMCO and its affiliates owned 522.65 limited partnership units (the "Units") in
the Partnership  representing  80.53% of the  outstanding  Units at December 31,
2004. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional Units in exchange for cash or a combination of cash and units
in AIMCO Properties,  L.P., the operating  partnership of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  80.53%  of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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

Item 7a.    Quantitative and Qualitative Disclosures About Market Risk

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged  transactions,  nor does it hold or issue  financial  instruments  for
trading  purposes.  The  Partnership  is exposed to  changes in  interest  rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations.  The debt encumbering the property bears interest at a
variable  rate.  Based on interest rates at December 31, 2004, a 100 basis point
increase  or  decrease  in market  interest  rates  would  affect  net income by
approximately $1.1 million.

The Partnership's debt obligations at December 31, 2004 consist of a mortgage of
$113,500,000  which is due on August 1, 2011.  The mortgage  bears interest at a
variable rate and requires  monthly payments of interest only. The interest rate
on the variable rate loan is the Freddie Mac discounted mortgage-backed security
index  ("DMBS") plus 63 basis  points.  The rate was 2.728% at December 31, 2004
and resets monthly. Management believes that the fair value of the Partnership's
debt approximates its carrying value as of December 31, 2004.



<PAGE>


Item 8.     Financial Statements and Supplementary Data

SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - December 31, 2004 and 2003

Consolidated Statements of Operations - Years ended December 31, 2004, 2003
   and 2002

Consolidated  Statements  of Changes in Partners'  (Deficiency)  Capital - Years
   ended December 31, 2004, 2003 and 2002

Consolidated  Statements of Cash Flows - Years ended December 31, 2004, 2003 and
   2002

Notes to Consolidated Financial Statements


<PAGE>


           Report of Independent Registered Public Accounting Firm



The Partners of
Springhill Lake Investors Limited Partnership


We have audited the accompanying  consolidated balance sheets of Springhill Lake
Investors Limited  Partnership as of December 31, 2004 and 2003, and the related
consolidated  statements  of  operations,   changes  in  partners'  (deficiency)
capital, and cash flows for each of the three years in the period ended December
31, 2004. 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 the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Springhill Lake
Investors   Limited   Partnership  at  December  31,  2004  and  2003,  and  the
consolidated  results of its operations and its cash flows for each of the three
years in the period ended  December  31, 2004,  in  conformity  with  accounting
principles generally accepted in the United States.

                                                          /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 10, 2005



<PAGE>




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

<TABLE>
<CAPTION>

                                                                  December 31,
                                                                2004          2003
Assets
<S>                                                           <C>           <C>
   Cash and cash equivalents                                  $ 1,502       $ 5,194
   Receivables and deposits                                        943         1,944
   Restricted escrows                                              535         7,070
   Other assets                                                  2,584         3,046
   Investment property (Notes B and E):
     Land                                                        5,833         5,833
     Buildings and related personal property                   127,632       122,808
                                                               133,465       128,641
     Less accumulated depreciation                             (87,489)      (80,070)
                                                                45,976        48,571
                                                              $ 51,540      $ 65,825
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                            $ 227         $ 830
   Tenant security deposit liabilities                             654           834
   Other liabilities                                               575           656
   Mortgage note payable (Note E)                              113,500       110,386
                                                               114,956       112,706

Minority Interest (Note H)                                          --            --

Partners' Deficit
   General partners                                             (3,210)       (2,771)
   Investor limited partners
     (649 units issued and outstanding)                        (60,206)      (44,110)
                                                               (63,416)      (46,881)
                                                              $ 51,540      $ 65,825

         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,
                                                        2004        2003        2002
Revenues:
<S>                                                   <C>          <C>         <C>
  Rental income                                       $31,073      $30,677     $30,462
  Other income                                          1,720        1,522       1,362
  Casualty gain (Note F)                                   31           83         466
      Total revenues                                   32,824       32,282      32,290

Expenses:
  Operating                                            13,821       13,990      12,347
  General and administrative                              575          598         639
  Depreciation                                          7,435        7,377       7,106
  Interest                                              2,715        2,714       4,714
  Property taxes                                        2,173        1,883       1,850
  Bad debt expense                                        376          280         199
   Loss on early extinguishment of debt (Note E)          918           --          58
      Total expenses                                   28,013       26,842      26,913

Income before minority interest                         4,811        5,440       5,377

Distributions to minority interest partner
  in excess of investment (Note H)                     (2,737)        (985)     (1,098)

Minority interest in net earnings of
  operating partnerships (Note H)                          --           --      (1,066)
         Net income                                   $ 2,074      $ 4,455     $ 3,213

Net income allocated to general partners (5%)          $ 104        $ 223       $ 161
Net income allocated to investor limited
   partners (95%)                                       1,970        4,232       3,052
         Net income                                   $ 2,074      $ 4,455     $ 3,213

Net income per limited partnership unit               $ 3,035      $ 6,521     $ 4,703

Distributions per limited partnership unit            $27,836      $10,097     $79,365

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
     CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
              For The Years Ended December 31, 2004, 2003 and 2002
                        (in thousands, except unit data)


<TABLE>
<CAPTION>

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

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

Partners' (deficiency) capital
  at December 31, 2001                   649        $(2,660)    $ 6,667        $ 4,007

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

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

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

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

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

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

Distributions to partners                              (543)     (18,066)      (18,609)

Net income for the year ended
  December 31, 2004                       --            104        1,970         2,074

Partners' deficit at
  December 31, 2004                      649        $(3,210)    $(60,206)     $(63,416)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                   Years Ended December 31,
                                                                  2004       2003       2002
Cash flows from operating activities:
<S>                                                             <C>        <C>         <C>
  Net income                                                    $ 2,074    $ 4,455     $ 3,213
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Distributions to minority interest partner in excess
      of investment                                               2,737        985       1,098
     Minority interest in net earnings of operating
      Partnerships                                                   --         --       1,066
     Depreciation                                                 7,435      7,377       7,106
     Casualty gain                                                  (31)       (83)       (466)
     Amortization of loan costs                                     297        437         150
     Loss on early extinguishment of debt                           918         --          58
     Bad debt expense                                               376        280         199
     Change in accounts:
      Receivables and deposits                                      625       (370)         65
      Other assets                                                 (213)        (6)       (318)
      Accounts payable                                             (738)       280      (1,042)
      Tenant security deposit liabilities                          (180)        60          (1)
      Other liabilities                                             (81)      (281)         (2)
      Due to affiliate                                               --         --         (99)
        Net cash provided by operating activities                13,219     13,134      11,027
Cash flows from investing activities:
  Insurance proceeds received                                        38        104         445
  Property improvements and replacements                         (4,712)    (2,901)     (3,858)
  Net withdrawals from (deposits to) restricted escrows           6,535        (44)     (4,694)
  Refund of construction service fees from affiliate                 --         --       2,245
        Net cash provided by (used in) investing activities       1,861     (2,841)     (5,862)
Cash flows from financing activities:
  Proceeds from advances from affiliate                              --         --         156
  Payments on advances from affiliate                                --       (156)     (1,853)
  Payments on mortgage note payable                              (1,379)    (2,714)     (1,488)
  Distributions to partners                                     (18,609)    (6,750)    (51,806)
  Distributions to minority interest partner                     (2,737)      (985)     (7,634)
  Repayment of mortgage notes payable                          (109,007)        --     (50,300)
  Proceeds from mortgage note payable                           113,500         --     113,100
  Prepayment penalty                                                (14)        --          --
  Loan costs paid                                                  (526)       (53)     (2,058)
        Net cash used in financing activities                   (18,772)   (10,658)     (1,883)
Net (decrease) increase in cash and cash equivalents             (3,692)      (365)      3,282
Cash and cash equivalents at beginning of year                    5,194      5,559       2,277
Cash and cash equivalents at end of year                        $ 1,502    $ 5,194     $ 5,559
Supplemental disclosure of cash flow information:
  Cash paid for interest, including approximately $0, $0,
   and $41, respectively, paid to an affiliate                  $ 2,505    $ 2,456     $ 4,586
Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts
   payable and other liabilities                                 $ 135       $ --       $ 494

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2004


Note A - Organization and Summary of Significant Accounting Policies

Organization: Springhill Lake Investors Limited Partnership (the "Partnership"),
a Maryland  limited  partnership was formed on December 28, 1984, to acquire and
own a 90% general partnership interest in Springhill Lake Limited Partnerships I
through  IX  and  Springhill  Commercial  Limited  Partnership  (the  "Operating
Partnerships").  The Operating  Partnerships own and operate the Springhill Lake
complex in  Greenbelt,  Maryland.  The complex  consists of 2,899  apartment and
townhouse units and a four-store  shopping center.  The Managing General Partner
of the  Registrant is  AIMCO/Springhill  Lake  Investors GP, LLC ("AIMCO LLC" or
"Managing General Partner") a wholly owned subsidiary of AIMCO Properties, L.P.,
an  affiliate  of Apartment  Investment  and  Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust. The Partnership Agreement provides
that the  Partnership  is to terminate  on December  31, 2035 unless  terminated
prior to such date.

On December 11, 2003, AIMCO  Properties,  L.P., a Delaware limited  partnership,
entered  into a Redemption  and  Contribution  Agreement  (the  "Redemption  and
Contribution Agreement") with First Winthrop Corporation, a Delaware corporation
("FWC")  and  the  sole   shareholder   of  Three  Winthrop   Properties,   Inc.
("Winthrop"),  the former  managing  general  partner of the  Partnership,  with
respect to the  acquisition of its general  partner  interest in the Partnership
(the "MGP  Interest") by an affiliate of AIMCO  Properties,  L.P., the operating
partnership of AIMCO.

As of the time of the execution of the Redemption and Contribution Agreement and
until such time as the transfer of the MGP Interest  from  Winthrop to AIMCO LLC
became  effective,  NHP  Management  Company  ("NHP"),  an  affiliate  of  AIMCO
Properties,  L.P.,  was  vested  with  the  authority  to,  subject  to  certain
limitations,  cause  Winthrop to take such  actions as it deemed  necessary  and
advisable in connection with the activities of the Partnership.  The transfer of
the MGP Interest from Winthrop to AIMCO LLC became  effective on March 31, 2004.
As used herein,  the term "Managing  General Partner" shall mean Winthrop,  with
respect to matters  occurring  prior to March 31, 2004 and AIMCO LLC for matters
occurring from and after March 31, 2004.

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 2004,  2003 and 2002 was  allocated  95% to the  Limited
Partners and 5% to the General Partner.  Net income per limited partnership unit
for each year was computed as 95% of net income divided by 649 units outstanding
(the "Units").

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

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured deposits.  Cash balances included approximately  $1,421,000 and
$5,125,000 at December 31, 2004 and 2003,  respectively,  that are maintained by
an  affiliated  management  company  on behalf of  affiliated  entities  in cash
concentration accounts.

Investment Property:  Investment property consists of one apartment complex with
a  four-store  shopping  center  and is  stated  at cost.  Acquisition  fees are
capitalized  as  a  cost  of  real  estate.  The  Partnership   capitalizes  all
expenditures  in excess  of $250 that  clearly  relate  to the  acquisition  and
installation  of real  and  personal  property  components.  These  expenditures
include costs incurred to replace existing property  components,  costs incurred
to add a material new feature to a property,  and costs that increase the useful
life or service potential of a property  component.  These capitalized costs are
depreciated  over  the  useful  life of the  asset.  Expenditures  for  ordinary
repairs,  maintenance and apartment turnover costs are expensed as incurred.  In
accordance  with SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets," the  Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.  No adjustments
for impairment of value were recorded in the years ended December 31, 2004, 2003
or 2002.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising costs of approximately $135,000,  $87,000, and $73,000 for the years
ended December 31, 2004, 2003 and 2002, respectively,  were charged to operating
expense as incurred.

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

Deferred Costs: Loan costs of approximately $985,000 and $2,111,000 are included
in other assets in the  accompanying  consolidated  balance sheet as of December
31,  2004 and 2003,  respectively.  Accumulated  amortization  of  approximately
$46,000 and $497,000  was also  included in other assets as of December 31, 2004
and 2003,  respectively.  The loan costs at December 31, 2004 are amortized over
the term of the  related  loan  agreement.  Amortization  expense is included in
interest  expense in the  accompanying  consolidated  statements of  operations.
Amortization  of loan costs is expected to be  approximately  $141,000 each year
for years 2005 through 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

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)  approximate  their  fair value due to the short  term  maturity  of these
instruments.  The Partnership  estimates the fair value of its long term debt by
discounting  future  cash flows  using a discount  rate  commensurate  with that
currently  believed to be available to the Partnership  for similar term,  fully
amortizing  long term debt. The fair value of the  Partnership's  long term debt
approximates its carrying value at December 31, 2004.

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 of month to month.  The Partnership will offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes  in  the  area.  Rental  income  attributable  to  leases,  net of any
concessions,  is recognized on a straight-line basis over the term of the lease.
The Partnership evaluates all accounts receivable from residents and establishes
an allowance,  after the application of security deposits,  for accounts greater
than 30 days past due on current  tenants  and all  receivables  due from former
tenants.

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

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



<PAGE>


Note B - Investment Property and Accumulated Depreciation

                                                  Initial Cost

  Investment Property                            To Partnership
<TABLE>
<CAPTION>

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

<S>                           <C>            <C>         <C>             <C>
Springhill Lake               $113,500       $ 5,833     $ 67,484        $ 60,148
</TABLE>


                          Gross Amount At Which Carried
                              At December 31, 2004
                                 (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    $127,632   $133,465     $ 87,489      10/84        5-30
</TABLE>

Reconciliation of "Investment Property and Accumulated Depreciation":

<TABLE>
<CAPTION>

                                                    Years Ended December 31,
                                               2004            2003           2002
                                                         (in thousands)
Investment Property
<S>                                          <C>              <C>           <C>
Balance at beginning of year                 $128,641         $126,302      $125,133
  Property improvements                         4,847            2,407         3,679
  Disposition of property                         (23)             (68)         (265)
  Refund of construction service fees
    previously capitalized (1)                     --              --         (2,245)
Balance at end of year                       $133,465         $128,641      $126,302

Accumulated Depreciation
Balance at beginning of year                 $ 80,070         $ 72,740      $ 65,806
  Depreciation of real estate                   7,435            7,377         7,106
  Disposition of property                         (16)             (47)         (172)
Balance at end of year                       $ 87,489         $ 80,070      $ 72,740
</TABLE>

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

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December 31, 2004 and 2003, is approximately $132,415,000 and $127,734,000.  The
accumulated  depreciation  taken for Federal income tax purposes at December 31,
2004 and 2003 is approximately $100,531,000 and $96,655,000.

Note C - Taxable Income

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

                                                   2004         2003        2002

<S>                                               <C>          <C>         <C>
  Net income as reported                          $ 2,074      $ 4,455     $ 3,213
    Excess of accelerated depreciation for
      income tax purposes                           3,558        3,623         778
    Deferred revenue - laundry income                 (65)         (79)        (79)
    Other                                             978          117         542
     Casualty                                         (32)          --          --
  Federal taxable income                          $ 6,513      $ 8,116     $ 4,454

  Federal taxable income per limited
    partnership unit                              $ 9,535      $11,881     $ 6,519
</TABLE>

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

                                                     2004             2003
  Net liabilities as reported:                     $(63,416)        $(46,881)
    Land and buildings                               (1,050)            (907)
    Accumulated depreciation                        (13,042)         (16,585)
    Deferred sales commission                            --               65
    Other                                             4,664            3,558

  Net liabilities - income tax method              $(72,844)        $(60,750)

Note D - Related Party Transactions

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

Affiliates  of the  Managing  General  Partner  receive 3% of  residential  rent
collections  and 5% of  commercial  income  from the  Partnership's  property as
compensation for providing property management services. The Partnership paid to
such  affiliates  approximately  $965,000,  $953,000  and $936,000 for the years
ended  December  31,  2004,  2003 and 2002,  respectively,  which is included in
operating expense.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses  amounting to  approximately  $381,000,
$413,000  and $435,000  for the years ended  December  31, 2004,  2003 and 2002,
respectively,  which is included in general and administrative expenses. For the
year ended 2002, the first three quarters were based on estimated amounts and in
the fourth  quarter the  reimbursement  was adjusted  based on actual costs (see
"Note J").  During 2001,  the  Partnership  was charged,  by  affiliates  of the
Managing  General  Partner,   approximately   $2,245,000  for  fees  related  to
construction  management services for work performed during 1999, 2000 and 2001.
These fees had been capitalized and included in investment property.  During the
second quarter of 2002, it was determined by the Managing  General  Partner that
these fees should not have been  charged and the  Partnership  was  refunded the
full  amount.  Accordingly,  such  previously  capitalized  fees  were no longer
included in investment property at December 31, 2002.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned approximately $100,000 in asset management fees and approximately $10,000
in  administrative  fees for the years ended  December 31, 2004,  2003 and 2002,
which is included in general and administrative expense.

During the year ended  December 31, 2002,  an affiliate of the Managing  General
Partner advanced the Partnership  approximately $156,000. There were no advances
made for the years ended December 31, 2004 and 2003.  Approximately $156,000 and
$1,853,000 was repaid during 2003 and 2002,  respectively.  At December 31, 2004
and 2003,  there was no balance due for advances from  affiliate.  In accordance
with the Partnership  Agreement,  interest is charged at the prime rate plus 2%.
The Partnership recognized  approximately $30,000 of interest expense related to
these advances during the year ended December 31, 2002. Interest expense for the
year ended December 31, 2003 amounted to less than $1,000.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the years ended December 31, 2004,  2003 and
2002,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$288,000, $273,000 and $331,000,  respectively,  for insurance coverage and fees
associated with policy claims administration.

AIMCO and its affiliates owned 522.65 limited partnership units (the "Units") in
the Partnership  representing  80.53% of the  outstanding  Units at December 31,
2004. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional Units in exchange for cash or a combination of cash and units
in AIMCO Properties,  L.P., the operating  partnership of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  80.53%  of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Note E - Mortgage Note Payable

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

                        Principal  Principal
                         Balance    Balance                              Principal
                         Due At      Due At                               Balance
       Property             December 31,       Interest   Maturity        Due At
                          2004        2003       Rate       Date         Maturity
                           (in thousands)                             (in thousands)
       Springhill Lake
<S>      <C>            <C>         <C>           <C>      <C>           <C>
         1st mortgage   $113,500    $110,386      (1)      08/11         $113,500
</TABLE>

(1)   Adjustable rate based on Freddie Mac discounted  mortgage-backed  security
      index plus 63 basis  points.  The rate at December 31, 2004 was 2.728% and
      will reset monthly.

On July 22, 2004, the Partnership refinanced the mortgage encumbering Springhill
Lake Apartments.  The new mortgage of $113,500,000  replaced  existing  mortgage
indebtedness of approximately $109,007,000. The new mortgage bears interest at a
variable rate and has a balloon payment of  $113,500,000  due on August 1, 2011.
The  interest  rate on the  variable  rate loan is the  Freddie  Mac  discounted
mortgage-backed  security  index  plus 63 basis  points.  The rate was 2.728% at
December 31, 2004. After repayment of the existing mortgage,  payment of closing
costs,  and funding of a $675,000 repair escrow account and operating  reserves,
the  Partnership  received  net  proceeds  of  approximately   $3,294,000.   The
Partnership also received a refund of approximately  $7,085,000  relating to the
repair escrow  required by the previous  lender.  Total  capitalized  loan costs
associated with this  refinancing  were  approximately  $526,000 during the year
ended  December  31,  2004.  The  Partnership  recognized  a loss  on the  early
extinguishment  of  debt  of  approximately  $918,000  due to the  write  off of
approximately  $904,000 of  unamortized  loan costs and a prepayment  penalty of
approximately $14,000 during the year ended December 31, 2004.

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

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

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

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

Note F - Casualty Gains

During September 2003,  Hurricane Isabel caused damaged to some of the apartment
buildings at the property. During the year ended December 31, 2004, all work was
completed  to repair  the damage and the  property  recorded a casualty  gain of
approximately  $31,000.  The gain was the  result of the  receipt  of  insurance
proceeds of approximately  $38,000 offset by approximately  $7,000 undepreciated
damaged assets being written off.

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

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

Note G - Operating Leases

One of the Operating Partnerships leases retail space to tenants in the shopping
center under  operating  leases which expire in various years through August 31,
2011. The leases call for base monthly rentals plus additional  charges for pass
throughs and  percentage  rent.  Minimum  future rental  payments to be received
subsequent to December 31, 2004 are as follows (in thousands):

               2005           $ 158
               2006             163
               2007             149
               2008             129
               2009             111
            Thereafter          155
                              $ 865

Note H - Minority Interest

The  limited  partnership  interest  of  Theodore  N.  Lerner  in the  operating
partnerships   is  reflected  as  a  minority   interest  in  the   accompanying
consolidated  financial  statements.  Minority  interest in net  earnings of the
operating  partnerships  recorded by the Partnership totaled  approximately zero
for the years ended December 31, 2004 and 2003.  During the years ended December
31, 2004 and 2003, the  Partnership  did not recognize any minority  interest in
net earnings of the  operating  partnerships  as previous  distributions  to the
minority partner during 2002 reduced the minority interest  partner's balance to
zero.  For the years  ended  December  31, 2004 and 2003,  distributions  to the
minority   interest   partner  of   approximately   $2,737,000   and   $985,000,
respectively,  were made in excess of the minority  partner's  investment in the
operating  partnerships.  When the operating  partnerships make distributions in
excess of the minority partner's  investment  balance,  the Partnership,  as the
majority  partner,  records  a charge  equal to the  minority  partner's  excess
distribution  over  the  investment   balance.   The  charge  is  classified  as
distributions   to  the  minority   partner  in  excess  of  investment  on  the
accompanying consolidated statements of operations.  Cumulative distributions to
the minority partner in excess of investment  totaled  approximately  $4,820,000
and  $2,083,000  at  December  31,  2004 and  2003,  respectively.  No income is
allocated to the minority  partner until all previous  losses  recognized by the
majority partner are recovered.  For the years ended December 31, 2004 and 2003,
approximately $994,000 and $1,070,000,  respectively, in earnings were allocated
to the majority  partner to recover  previous losses  recognized.  Earnings will
continue to be  allocated  to the majority  partner to recover  previous  losses
recognized  until such time as the net  amount of  approximately  $2,756,000  at
December 31, 2004 is recovered.

Note I - Selected Quarterly Financial Data (Unaudited)

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

                                      1st         2nd         3rd        4th
2004                                Quarter     Quarter     Quarter    Quarter     Total
<S>                                 <C>         <C>         <C>        <C>        <C>
Total revenues                      $ 8,003     $ 8,116     $ 8,337    $ 8,368    $32,824
Total expenses                        6,581       6,487      10,999      6,683     30,750
Net income (loss)                   $ 1,422     $ 1,629     $(2,662)   $ 1,685    $ 2,074
Net income (loss) per limited
  partnership unit                  $ 2,082     $ 2,385     $(3,897)   $ 2,465    $ 3,035
</TABLE>

<TABLE>
<CAPTION>

                                      1st         2nd         3rd        4th
2003                                Quarter     Quarter     Quarter    Quarter     Total
<S>                                 <C>         <C>         <C>        <C>        <C>
Total revenues                      $ 7,902     $ 8,048     $ 8,165    $ 8,167    $32,282
Total expenses                        7,656       6,626       6,789      6,756     27,827
Net income                           $ 246      $ 1,422     $ 1,376    $ 1,411    $ 4,455
Net income per limited
  partnership unit                   $ 361      $ 2,082     $ 2,014    $ 2,064    $ 6,521
</TABLE>

Note J - Fourth-Quarter Adjustment

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

Note K - Contingencies

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call". Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call".  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing  on the  matter is  currently  underway.  Although  the  outcome of any
litigation  is  uncertain,  AIMCO  Properties,  L.P.  does not believe  that the
ultimate outcome will have a material adverse effect on its financial  condition
or results of  operations.  Similarly,  the  Managing  General  Partner does not
believe that the ultimate  outcome  will have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

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

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection with the ownership and operation of its property,  the Partnership
could  potentially be liable for  environmental  liabilities or costs associated
with its property.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  eliminate,  or at least  minimize,  the  effects  that mold  could have on
residents.  To date,  the  Partnership  has not incurred  any material  costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law  regarding  mold is unsettled and subject to change the Managing
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.


<PAGE>



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

None.

Item 9a.    Controls and Procedures

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

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 9b.    Other Information

None.



<PAGE>



                                    PART III

Item 10.    Directors and Executive Officers of the Registrant

The Registrant has no directors or officers. AIMCO/Springhill Lake Investors GP,
LLC 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 December 11, 2003,  AIMCO
Properties, L.P., a Delaware limited partnership,  entered into a Redemption and
Contribution Agreement (the "Redemption and Contribution  Agreement") with First
Winthrop Corporation, a Delaware corporation ("FWC") and the sole shareholder of
Three  Winthrop  Properties,  Inc.  ("Winthrop"),  the former  managing  general
partner of the  Partnership,  with  respect to the  acquisition  of its  general
partner  interest in the  Partnership  (the "MGP  Interest")  by an affiliate of
AIMCO Properties, L.P., the operating partnership of AIMCO.

As of the time of the execution of the Redemption and Contribution Agreement and
until such time as the transfer of the MGP Interest  from  Winthrop to AIMCO LLC
became  effective,  NHP  Management  Company  ("NHP"),  an  affiliate  of  AIMCO
Properties,  L.P.,  was  vested  with  the  authority  to,  subject  to  certain
limitations,  cause  Winthrop to take such  actions as it deemed  necessary  and
advisable in connection with the activities of the Partnership.  The transfer of
the MGP Interest from Winthrop to AIMCO LLC became  effective on March 31, 2004.
As used herein,  the term "Managing  General Partner" shall mean Winthrop,  with
respect to matters  occurring  prior to March 31, 2004 and AIMCO LLC for matters
occurring  from and after  March  31,  2004.  There are no family  relationships
between or among any directors or officers.

Name                        Age    Position
Harry G. Alcock              42    Director and Executive Vice President
Martha L. Long               45    Director and Senior Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            48    Executive Vice President and Chief Financial
                                     Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

Harry G. Alcock was appointed as a Director of the Managing  General  Partner in
October 2004 and was appointed  Executive Vice President of the Managing General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President  Acquisitions  where he served until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

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



<PAGE>


Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Managing  General  Partner in  February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

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

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

Stephen  B.  Waters was  appointed  Vice  President  of the  Managing  General
Partner in April  2004.  Mr.  Waters  previously  served as a Director of Real
Estate  Accounting  since  joining  AIMCO in September  1999.  Mr.  Waters has
responsibilities for real estate and partnership accounting with AIMCO.

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

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

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



<PAGE>


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, 2004.

                                                 Number
                 Entity                         of Units              Percentage

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

AIMCO Properties, L.P.
  (an affiliate of AIMCO)                        281.50                   43.37%

AIMCO IPLP,  L.P. is  ultimately  owned by AIMCO.  Its business  address is 55
Beattie Place, Greenville, South Carolina 29601.

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

No director or officer of the Managing General Partner owns any Units.

Item 13.    Certain Relationships and Related Transactions

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

Affiliates  of the  Managing  General  Partner  receive 3% of  residential  rent
collections  and 5% of  commercial  income  from the  Partnership's  property as
compensation for providing property management services. The Partnership paid to
such  affiliates  approximately  $965,000,  $953,000  and $936,000 for the years
ended  December  31,  2004,  2003 and 2002,  respectively,  which is included in
operating expense.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses  amounting to  approximately  $381,000,
$413,000  and $435,000  for the years ended  December  31, 2004,  2003 and 2002,
respectively,  which is included in general and administrative expenses. For the
year ended 2002, the first three quarters were based on estimated amounts and in
the fourth  quarter the  reimbursement  was adjusted  based on actual costs (see
Item 8. Financial  Statements Note J). During 2001, the Partnership was charged,
by affiliates of the Managing General Partner, approximately $2,245,000 for fees
related to construction management services for work performed during 1999, 2000
and 2001. These fees had been  capitalized and included in investment  property.
During the second  quarter of 2002, it was  determined  by the Managing  General
Partner  that these fees should not have been  charged and the  Partnership  was
refunded the full amount. Accordingly,  such previously capitalized fees were no
longer included in investment property at December 31, 2002.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned approximately $100,000 in asset management fees and approximately $10,000
in  administrative  fees for the years ended  December 31, 2004,  2003 and 2002,
which is included in general and administrative expense.

During the year ended  December 31, 2002,  an affiliate of the Managing  General
Partner advanced the Partnership  approximately $156,000. There were no advances
made for the years ended December 31, 2004 and 2003.  Approximately $156,000 and
$1,853,000 was repaid during 2003 and 2002,  respectively.  At December 31, 2004
and 2003,  there was no balance due for advances from  affiliate.  In accordance
with the Partnership  Agreement,  interest is charged at the prime rate plus 2%.
The Partnership recognized  approximately $30,000 of interest expense related to
these advances during the year ended December 31, 2002. Interest expense for the
year ended December 31, 2003 amounted to less than $1,000.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the years ended December 31, 2004,  2003 and
2002,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$288,000, $273,000 and $331,000,  respectively,  for insurance coverage and fees
associated with policy claims administration.

AIMCO and its affiliates owned 522.65 limited partnership units (the "Units") in
the Partnership  representing  80.53% of the  outstanding  Units at December 31,
2004. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional Units in exchange for cash or a combination of cash and units
in AIMCO Properties,  L.P., the operating  partnership of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  80.53%  of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Item 14.    Principal Accounting Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees billed for  services  rendered by Ernst & Young LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $24,000 and $32,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-Q.

Tax Fees. Fees for tax services  totaled  approximately  $49,000 and $29,000 for
2004 and 2003, respectively.

Item 15.    Exhibits

            See Exhibit Index.



<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                                    SPRINGHILL LAKE INVESTORS LIMITED
                                        PARTNERSHIP


                                    By:   AIMCO/Springhill Lake Investors GP,LLC
                                          Managing General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                          /s/Stephen B. Waters
                                    By:   Stephen B. Waters
                                          Vice President


                                    Date: March 25, 2005


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


/s/Martha L. Long             Director and Senior           Date: March 25, 2005
Martha L. Long                Vice President


/s/Stephen B. Waters          Vice President                Date: March 25, 2005
Stephen B. Waters


/s/Harry G. Alcock            Director and Executive        Date: March 25, 2005
Harry G. Alcock               Vice President


<PAGE>


                                Index to Exhibits

Exhibit No.       Document

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

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

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

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

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

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

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

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

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

      (p)         Maryland Amended and Restated  Multifamily Note dated July 22,
                  2004 between Springhill Lake Investors Limited Partnership and
                  GMAC Commercial Mortgage Corporation (4)

      (q)         Amended and Restated  Limited  Guaranty dated July 22, 2004 by
                  AIMCO  Properties,  L.P.,  for the benefit of GMAC  Commercial
                  Mortgage Corporation (4)

      (r)         Amended and Restated  Payment  Guaranty dated July 22, 2004 by
                  the Operating Partnerships (4)

      (s)         Repair  Escrow  Agreement  dated  July 22,  2004  between  the
                  Springhill   Lake  Investors   Limited   Partnership  and  the
                  Operating    Partnerships   and   GMAC   Commercial   Mortgage
                  Corporation (4)

      (t)         Replacement  Reserve Agreement dated July 22, 2004 between the
                  Springhill   Lake  Investors   Limited   Partnership  and  the
                  Operating    Partnerships   and   GMAC   Commercial   Mortgage
                  Corporation (4)



<PAGE>


      (u)         Maryland  Amended and Restated  Promissory Note dated July 22,
                  2004 between Springhill Lake Investors Limited Partnership and
                  the Operating Partnerships (4)

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

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

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

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

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

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

(4)               Incorporated  herein by reference to the Registrant's  Current
                  Report on Form 8-K dated  July 22,  2004,  as filed  August 4,
                  2004.


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  March 25, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice  President  of  AIMCO/Springhill
                                    Lake  Investors  GP, LLC,  equivalent of the
                                    chief executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  March 25, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of AIMCO/Springhill
                                    Lake Investors GP, LLC equivalent
                                    of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 32.1


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



In connection  with the Annual Report on Form 10-K of Springhill  Lake Investors
Limited Partnership (the "Partnership"), for the year ended December 31, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the Chief Executive  Officer of
the Partnership, and Stephen B. Waters, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 25, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 25, 2005


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