FORM 10-Q--Quarterly or Transitional Report Under Section 13 or 15 (d) OF
                      The Securities Exchange Act of 1934
                        Quarterly or Transitional Report



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

                                    Form 10-Q

(Mark One)

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

                For the quarterly period ended March 31, 2002

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


             For the transition period from _________to _________

                         Commission file number 0-14569


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



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

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

                                 (864) 239-1000
                           (Issuer's telephone number)


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


<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

a)

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

<TABLE>
<CAPTION>

                                                           March 31,      December 31,
                                                              2002            2001
                                                          (unaudited)        (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 1,051         $ 2,277
   Receivables and deposits                                    2,361           2,118
   Restricted escrows                                          2,358           2,332
   Other assets                                                1,104           1,256
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                119,850         119,300
                                                             125,683         125,133
      Less accumulated depreciation                          (67,564)        (65,806)
                                                              58,119          59,327
                                                            $ 64,993        $ 67,310
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                          $ 976          $ 2,222
   Tenant security deposit liabilities                           786             775
   Other liabilities                                             933           1,096
   Due to affiliate                                              498           1,952
   Mortgage note payable                                      51,312          51,788
                                                              54,505          57,833

Minority interest                                              5,716           5,470

Partners' (Deficit) Capital
   General partners                                           (2,622)         (2,660)
   Investor limited partners (649 units issued and
      outstanding)                                             7,394           6,667
                                                               4,772           4,007
                                                            $ 64,993        $ 67,310

Note: The balance sheet at December 31, 2001,  has been derived from the audited
      financial statements at that date but does not include all the information
      and footnotes  required by generally  accepted  accounting  principles for
      complete financial statements.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
b)

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

<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                                  March 31,
                                                            2002            2001
Revenues:
<S>                                                        <C>             <C>
   Rental income                                           $7,452          $7,219
   Other income                                               321             329
      Total revenues                                        7,773           7,548

Expenses:
   Operating                                                3,073           2,906
   General and administrative                                 184             167
   Depreciation                                             1,758           1,562
   Interest                                                 1,286           1,336
   Property taxes                                             461             450
      Total expenses                                        6,762           6,421

Income before minority interest                             1,011           1,127
Minority interest in net earnings of operating
   partnerships                                              (246)           (300)

Net income                                                  $ 765          $ 827

Net income allocated to general partners (5%)               $ 38            $ 41
Net income allocated to investor limited
   partners (95%)                                             727             786

                                                            $ 765          $ 827

Net income per limited partnership unit                    $1,120          $1,211

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
c)

                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
      CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)
                       (in thousands, except unit data)

<TABLE>
<CAPTION>

                                       Limited                   Investor
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

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

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

Net income for the three months
   ended March 31, 2002                   --              38          727        765

Partners' (deficit) capital at
   March 31, 2002                        649         $(2,622)     $ 7,394    $ 4,772

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

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

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2002          2001
Cash flows from operating activities:
<S>                                                              <C>           <C>
  Net income                                                     $ 765         $ 827
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Minority interest in net earnings of operating
      partnerships                                                  246           300
     Depreciation                                                 1,758         1,562
     Amortization of loan costs                                      34            35
     Change in accounts:
      Receivables and deposits                                     (243)         (430)
      Other assets                                                  118           306
      Accounts payable                                             (795)          (91)
      Tenant security deposit liabilities                            11            54
      Other liabilities                                            (120)          382
      Due to affiliate                                              (93)          (29)
         Net cash provided by operating activities                1,681         2,916

Cash flows from investing activities:
   Property improvements and replacements                        (1,044)       (2,612)
   Net deposits to restricted escrows                               (26)         (279)
         Net cash used in investing activities                   (1,070)       (2,891)

Cash flows from financing activities:
   Payments on advances from affiliate                           (1,361)         (208)
   Payments on mortgage note payable                               (476)         (302)
         Net cash used in financing activities                   (1,837)         (510)

Net decrease in cash and cash equivalents                        (1,226)         (485)

Cash and cash equivalents at beginning of period                  2,277         2,447

Cash and cash equivalents at end of period                      $ 1,051       $ 1,962

Supplemental disclosure of cash flow information:
   Cash paid for interest, including approximately $31
     and $32, respectively, paid to an affiliate                $ 1,254        $ 863

Supplemental disclosure of non-cash information:
   Property improvements and replacements included in
     accounts payable                                            $ 179          $ --

At December 31, 2001 and 2000,  approximately  $673,000 and $908,000 of property
improvements and replacements were included in accounts  payable,  respectively,
which are included in property  improvements and  replacements  during the three
months ended March 31, 2002 and 2001, respectively.

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>
<PAGE>
e)

                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Springhill Lake
Investors  Limited  Partnership (the  "Partnership"  or "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of Three Winthrop  Properties,  Inc. (the
"Managing General Partner" or "Three Winthrop"),  all adjustments (consisting of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included. Operating results for the three month period ended March 31, 2002
are not necessarily  indicative of the results that may be expected for the year
ending  December 31, 2002. For further  information,  refer to the  consolidated
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 2001.  The Managing  General
Partner is ultimately  controlled by Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.

Certain  reclassifications  have been made to the 2001 information to conform to
the 2002 presentation.

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing  General Partner are entitled to receive 3% of tenant
rent  collections  and 5% of  store  commercial  income  from  the  Registrant's
property for providing property management services. The Registrant paid to such
affiliates  approximately $208,000 and $222,000 for the three months ended March
31, 2002 and 2001, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $223,000 and
$128,000 for the three months ended March 31, 2002 and 2001, respectively, which
is included in general and  administrative  expenses  and  investment  property.
Included in these amounts are fees related to construction  management  services
provided  by an  affiliate  of the  Managing  General  Partner of  approximately
$88,000 for the three months ended March 31, 2002.  No  construction  management
fees were paid during the three months ended March 31,  2001.  The  construction
management  service  fees  are  calculated  based  on a  percentage  of  certain
additions to investment property. At December 31, 2001, approximately $88,000 of
the reimbursements for accountable  expenses were accrued and included in due to
affiliate  in the  accompanying  consolidated  balance  sheets.  No amounts were
accrued at March 31, 2002.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $25,000 in asset management fees and approximately $3,000
in  administrative  fees for each of the three  months  ended March 31, 2002 and
2001, which are included in general and administrative expenses.

At March 31, 2002 and  December  31,  2001,  the  Partnership  owed  advances of
approximately  $492,000  and  $1,853,000,  respectively,  to an affiliate of the
Managing General Partner plus accrued  interest thereon of approximately  $6,000
and  $11,000,  respectively,  which  are  included  in due to  affiliate.  These
advances bear interest at the prime rate plus 2%, and the Partnership recognized
approximately  $26,000 and $59,000 in interest  expense  during the three months
ended  March 31,  2002 and 2001,  respectively.  Additionally,  during the three
months ended March 31, 2002 and 2001, the Partnership made principal payments of
approximately $1,361,000 and $208,000, respectively.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General  Partner.  During the three months ended
March 31, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates
approximately  $225,000 and $393,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

Note C - Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.
<PAGE>
Item 2.     Management's Discussion and Analysis or Plan of Operations

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

The  investment  property is a complex which consists of apartment and townhouse
units and an eight store  shopping  center.  The following  table sets forth the
average  occupancy of the property for the three months ended March 31, 2002 and
2001:

                                                            Average
                                                           Occupancy
                                                       2002          2001
       Springhill Lake Apartments
          Greenbelt, Maryland                          96%            97%

Results of Operations

The  Registrant's  net  income for the three  months  ended  March 31,  2002 was
approximately  $765,000 compared to approximately $827,000 for the corresponding
period in 2001.  Income before  minority  interest in net earnings for the three
months  ended  March  31,  2002  was   approximately   $1,011,000   compared  to
approximately  $1,127,000 for the corresponding  period in 2001. The decrease in
income before minority  interest is primarily the result of an increase in total
expenses  partially  offset by an increase in total  revenues.  The  increase in
total revenues is  attributable  to an increase in rental income.  Rental income
increased  due to an  increase in average  rental  rates at the  property  and a
decrease in bad debt expense partially offset by a slight decrease in occupancy.

Total expenses increased primarily due to an increase in operating, depreciation
and  general  and  administrative  expenses  partially  offset by a decrease  in
interest expense.  Operating expenses increased  primarily due to an increase in
utility  and  salaries  and  related  employee  expenses.  Depreciation  expense
increased due to the completion of property improvements and replacements at the
property during the past twelve months which are now being depreciated. Interest
expense  decreased  due to payments on advances  from  affiliates  and scheduled
principal payments on the mortgage encumbering the property.

General and  administrative  expenses increased due to an increase in audit fees
and taxes,  fees and  licenses.  Also  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.

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

Liquidity and Capital Resources

At March 31, 2002, the Registrant had cash and cash equivalents of approximately
$1,051,000 compared to approximately $1,962,000 at March 31, 2001. Cash and cash
equivalents  decreased  approximately  $1,226,000  from December 31, 2001 due to
approximately  $1,070,000 and $1,837,000 of cash used in investing and financing
activities, respectively, which was partially offset by approximately $1,681,000
of cash  provided by operating  activities.  Cash used in  investing  activities
consisted of property  improvements  and replacements and net deposits to escrow
accounts  maintained by the mortgage lender.  Cash used in financing  activities
consisted  of  principal   payments  made  on  the  mortgage   encumbering   the
Registrant's  property  and  payments  on  the  advances  from  affiliate.   The
Registrant invests its working capital reserves 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 Registrant and to comply with Federal,  state,
and local legal and regulatory  requirements.  Capital  improvements planned for
the Registrant's property is detailed below.

During  the  three  months  ended  March  31,  2002,   the  property   completed
approximately $550,000 of capital improvements, consisting primarily of plumbing
upgrades, flooring and appliance replacements,  heating and cooling upgrades and
structural improvements. These improvements were funded from operating cash flow
and replacement reserves. The Partnership has budgeted approximately  $1,136,000
for capital  improvements  at  Springhill  Lake  consisting  primarily  of floor
covering and appliance  replacements  and  structural  improvements.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $51,312,000 is being  amortized over 120 months
with a balloon payment of  approximately  $49,017,000 due May 2003. The Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
property  prior to such maturity  date. If the property  cannot be refinanced or
sold for a  sufficient  amount,  the  Registrant  will risk losing the  property
through foreclosure.

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

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 519.9 limited partnership units (the
"Units") in the  Partnership  representing  80.11% of the  outstanding  Units at
March 31, 2002. A number of these Units were acquired  pursuant to tender offers
made by AIMCO or its affiliates or Three Winthrop's  affiliates.  It is possible
that AIMCO or its affiliates will make one or more additional  offers to acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO. Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters.  As a result of its  ownership  of
80.11% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant. When voting on matters, AIMCO would in
all likelihood vote the Units it acquired in a manner  favorable to the interest
of the Managing  General Partner  because of its  affiliation  with the Managing
General Partner.

ITEM 3.     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.  To  mitigate  the  impact of  fluctuations  in U.S.
interest rates,  the  Partnership  maintains its debt as fixed rate in nature by
borrowing on a long-term basis. However, the advances made from its affiliate to
the  Partnership  bear interest at a variable  rate.  As of March 31, 2002,  the
Partnership owes approximately $492,000 in such advances which are repaid as the
property's  cash flow allows.  Based on interest  rates at March 31, 2002, a 100
basis  point  increase or  decrease  in market  interest  rates would not have a
material impact on the Partnership.

The following table summarizes the  Partnership's  debt obligations at March 31,
2002. The interest rates represent the weighted-average rates. The fair value of
the Partnership's debt is approximately $52,409,000 as of March 31, 2002.

Principal amount by expected maturity:

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

        2002                $ 1,564                  9.30%
        2003                 49,748                  9.30%
        Total               $51,312
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2002.




<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP


                                    By:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner


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


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


                                    Date: