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 September 30, 2004

                                       or

[ ]   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
                         (Registrant's telephone number)


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  whether the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ___ No  X_


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                         September 30,    December 31,
                                                              2004            2003
                                                          (Unaudited)        (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 3,044         $ 5,194
   Receivables and deposits                                    1,007           1,944
   Restricted escrows                                            535           7,070
   Other assets                                                3,360           3,046
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                126,310         122,808
                                                             132,143         128,641
      Less accumulated depreciation                          (85,607)        (80,070)
                                                              46,536          48,571
                                                            $ 54,482        $ 65,825
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                         $ 2,236          $ 830
   Tenant security deposit liabilities                           710             834
   Other liabilities                                             427             656
   Mortgage note payable                                     113,500         110,386
                                                             116,873         112,706

Minority interest (Note D)                                       --            --

Partners' Deficit
   General partners                                           (3,160)         (2,771)
   Investor limited partners (649 units issued and
      outstanding)                                           (59,231)        (44,110)
                                                             (62,391)        (46,881)
                                                            $ 54,482        $ 65,825


Note: The consolidated  balance sheet at December 31, 2003 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 in the United States for complete financial statements.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

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

<TABLE>
<CAPTION>

                                             Three Months Ended         Nine Months Ended
                                                September 30,             September 30,
                                              2004         2003         2004          2003

Revenues:
<S>                                         <C>          <C>           <C>          <C>
  Rental income                             $ 7,883      $ 7,759       $23,230      $22,938
  Other income                                  454          406         1,195        1,094
  Casualty gain (Note C)                         --           --            31           83
      Total revenues                          8,337        8,165        24,456       24,115

Expenses:
  Operating                                   4,324        3,677        11,048       10,410
  General and administrative                    112          148           414          467
  Depreciation                                1,862        1,823         5,553        5,548
  Interest                                      700          635         1,952        2,068
  Property taxes                                602          440         1,591        1,388
  Bad debt expense                              137           66           247          205
  Loss on early extinguishment of debt          918           --           918           --
      Total expenses                          8,655        6,789        21,723       20,086

(Loss) income before minority interest         (318)       1,376         2,733        4,029

Distributions to minority interest
  partner in excess of investment
  (Note D)                                   (2,344)          --        (2,344)        (985)

Net (loss) income                           $(2,662)     $ 1,376        $ 389       $ 3,044

Net (loss) income allocated to general
  partners (5%)                              $ (133)       $ 69         $ 19         $ 152

Net (loss) income allocated to limited
   partners (95%)                            (2,529)       1,307           370        2,892
                                            $(2,662)     $ 1,376        $ 389       $ 3,044

Net (loss) income per limited
  partnership unit                          $(3,897)     $ 2,014        $ 570       $ 4,456

Distributions per limited partnership
  unit                                      $23,869        $ --        $23,869      $10,097

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
            CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (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 at
   December 31, 2003                     649         $(2,771)    $(44,110)    $(46,881)

Distributions to partners                 --            (408)     (15,491)     (15,899)

Net income for the nine months
   ended September 30, 2004               --              19          370          389

Partners' deficit at
   September 30, 2004                    649         $(3,160)    $(59,231)    $(62,391)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
                                                                      Nine Months Ended
                                                                        September 30,
                                                                      2004         2003
Cash flows from operating activities:
<S>                                                                   <C>        <C>
  Net income                                                          $ 389      $ 3,044
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Distributions to minority interest partner in excess of
      investment                                                       2,344          985
     Depreciation                                                      5,553        5,548
     Casualty gain                                                       (31)         (83)
     Amortization of loan costs                                          263          329
     Bad debt expense, net                                               247          205
     Loss on early extinguishment of debt                                918           --
     Change in accounts:
      Receivables and deposits                                           690          266
      Other assets                                                      (959)        (600)
      Accounts payable                                                   630          554
      Tenant security deposit liabilities                               (124)          70
      Other liabilities                                                 (229)        (336)
           Net cash provided by operating activities                   9,691        9,982

Cash flows from investing activities:
  Insurance proceeds received                                             38          104
  Property improvements and replacements                              (2,749)      (2,305)
  Net withdrawals from (deposits to) restricted escrows                6,535          (29)
           Net cash provided by (used in) investing activities         3,824       (2,230)

Cash flows from financing activities:
  Payments on mortgage note payable                                   (1,379)      (2,030)
  Payments on advances from affiliate                                     --         (156)
  Repayment of mortgage note payable                                (109,007)          --
  Proceeds from mortgage note payable                                113,500           --
  Prepayment penalty                                                     (14)          --
  Distributions to partners                                          (15,899)      (6,750)
  Distributions to minority interest partner                          (2,344)        (985)
  Loan costs paid                                                       (522)         (53)
           Net cash used in financing activities                     (15,665)      (9,974)

Net decrease in cash and cash equivalents                             (2,150)      (2,222)
Cash and cash equivalents at beginning of period                       5,194        5,559

Cash and cash equivalents at end of period                           $ 3,044     $ 3,337

Supplemental disclosure of cash flow information:
  Cash paid for interest                                             $ 1,688     $ 1,925
Supplemental disclosure of non-cash information:
  Property improvements and replacements included in
   accounts payable                                                   $ 776       $ 370

At  December  31, 2002  approximately  $494,000  of  property  improvements  and
replacements  were  included in accounts  payable which are included in property
improvements and replacements during the nine months ended September 30, 2003.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                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 AIMCO/Springhill Lake Investors GP, LLC
("AIMCO LLC" or the "Managing General Partner"),  all adjustments (consisting of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  Operating  results for the three and nine months ended September
30, 2004 are not necessarily  indicative of the results that may be expected for
the year  ending  December  31,  2004.  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, 2003.
The  Managing  General  Partner  is  a  wholly  owned  subsidiary  of  Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust.

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
was 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 deems  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 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.

Reclassifications:

Certain  reclassifications have been made to the 2003 balances to conform to the
2004 presentation.

Note B - Transactions with Affiliated Parties

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  are  entitled  to  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 $718,000 and $709,000 for the
nine months ended September 30, 2004 and 2003,  respectively,  which is included
in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $286,000 and
$329,000 for the nine months ended  September  30, 2004 and 2003,  respectively,
which is included in general and administrative expenses.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $75,000 in asset management fees and approximately $8,000
in administrative  fees for both the nine month periods ended September 30, 2004
and 2003. These fees are included in general and administrative expenses.

At December 31, 2002, the Partnership owed advances of approximately $156,000 to
an affiliate of the Managing General Partner.  The advance was repaid in January
2003 with interest  charged at prime plus 2% which  amounted to less than $1,000
for the nine months ended  September  30, 2003.  There were no advances  owed at
September 30, 2004.

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 nine months ended September 30, 2004 and
2003,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$299,000 and $273,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

Note C - Casualty Gain

During September 2003,  Hurricane Isabel caused damages to some of the apartment
buildings at the property.  During the nine months ended September 30, 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 March 2002, a fire occurred at Springhill Lake Apartments  which resulted
in  damage  to  eleven  units at the  property.  During  the nine  months  ended
September 30, 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.

Note D - 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 nine months ended  September  30, 2004 and 2003.  During the nine months
ended  September  30,  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 nine months  ended  September  30, 2004 and
2003, distributions to the minority interest partner of approximately $2,344,000
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  interest  partner  in excess of
investment on the accompanying consolidated statements of operations. Cumulative
distributions  to  the  minority   partner  in  excess  of  investment   totaled
approximately  $4,427,000  at September  30, 2004. No income is allocated to the
minority  partner until all previous losses  recognized by the majority  partner
are  recovered.  For  the  nine  months  ended  September  30,  2004  and  2003,
approximately $631,000 and $798,000, 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  $2,730,000  at
September 30, 2004 is recovered.

Note E - Mortgage Refinancing

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 2.164% at
September 30, 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  $522,000 during the nine
months ended September 30, 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 nine months ending September 30, 2004.

Note F - Contingencies

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Managing General Partner. The complaint is styled as
a Collective  Action  under the FLSA and seeks 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,  the  complaint
alleges 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.  Some  discovery  has taken place and  settlement
negotiations  continue.  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.

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.

Item 2.     Management's  Discussion  and Analysis OF FINANCIAL  CONDITION AND
            RESULTS of Operations

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.

The Partnership's sole asset is a 2,899 unit apartment  complex,  which consists
of apartment  and townhouse  units and a four-store  shopping  center,  known as
Springhill Lake Apartments located in Greenbelt, Maryland. Average occupancy for
each of the nine months ended September 30, 2004 and 2003 was 96%.

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

The  Partnership's  net income for the nine months ended  September 30, 2004 was
approximately   $389,000   compared   to   approximately   $3,044,000   for  the
corresponding  period in 2003.  Income  before  minority  interest  for the nine
months  ended  September  30,  2004 was  approximately  $2,733,000  compared  to
approximately $4,029,000 for the corresponding period in 2003. The Partnership's
net loss  for the  three  months  ended  September  30,  2004 was  approximately
$2,662,000   compared  to  net  income  of  approximately   $1,376,000  for  the
corresponding period in 2003. Loss before minority interest for the three months
ended September 30, 2004 was  approximately  $318,000  compared to income before
minority interest of approximately  $1,376,000 for the  corresponding  period in
2003.  The decrease in income  before  minority  interest for the three and nine
months  ended  September  30,  3004 is  primarily  due to an  increase  in total
expenses  partially  offset by an increase in total  revenues.  The  increase in
total revenues for both periods is due to an increase in rental and other income
partially  offset by a  decrease  in  casualty  gain for the nine  months  ended
September 30, 2004.  Rental  income  increased due to an increase in the average
rental rate at the Partnership's investment property. Other income increased due
to an increase in  reimbursements  for 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 nine months ended September 30, 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 March 2002, a fire occurred at Springhill Lake Apartments  which resulted
in  damage  to  eleven  units at the  property.  During  the nine  months  ended
September 30, 2004, 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 nine months ended  September  30, 2004  increased due to
increases in operating, property tax and bad debt expenses and the loss on early
extinguishment   of  debt   offset   slightly  by   decreases   in  general  and
administrative and interest expenses.  Depreciation  expense remained relatively
constant between the comparable  periods.  Operating  expenses  increased due to
increases  in  advertising   and  property   expenses  offset  by  decreases  in
administrative and maintenance  expenses.  Advertising  expense 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. Administrative expenses decreased due to decreases in
contract cleaning services and legal expenses.  Maintenance  expenses  decreased
due to  decreases  in contract  services as more work is now being  performed by
apartment  employees and roof repairs.  Property tax expense increased due to an
increase  in the tax  rate 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 period ending September 30, 2004. General and administrative expenses
decreased  due  to a  decrease  in  accountable  reimbursements  charged  to the
Partnership by an affiliate of the Managing  General  Partner in accordance with
the  Partnership  Agreement.  Interest  expense  decreased due to the payment of
scheduled  principal  payments on the  mortgage  encumbering  the  Partnership's
investment property,  which reduced the average outstanding balance through July
2004 when the mortgage was refinanced as discussed below.

Total expenses for the three months ended September 30, 2004 increased due to an
increase  in  operating,  depreciation,  interest,  property  tax and  bad  debt
expenses  and the loss on early  extinguishment  of debt offset by a decrease in
general and  administrative  expenses.  Depreciation  expense  increased  due to
property improvements and replacements being placed into service,  which are now
being  depreciated.  Interest expense  increased due to a change in the variable
monthly  interest  rate on the  property's  mortgage  and to an  increase in the
mortgage  during the third quarter of 2004. The increase in operating,  property
tax, and bad debt expenses and the loss on early  extinguishment of debt and the
decrease in general and administrative expenses are the same as discussed above.

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.

<PAGE>


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 nine months ended  September  30, 2004 and 2003.  During the nine months
ended  September  30,  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 nine months  ended  September  30, 2004 and
2003, distributions to the minority interest partner of approximately $2,344,000
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  interest  partner  in excess of
investment on the accompanying consolidated statements of operations. Cumulative
distributions  to  the  minority   partner  in  excess  of  investment   totaled
approximately  $4,427,000  at September  30, 2004. No income is allocated to the
minority  partner until all previous losses  recognized by the majority  partner
are  recovered.  For  the  nine  months  ended  September  30,  2004  and  2003,
approximately $631,000 and $798,000, 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  $2,730,000  at
September 30, 2004 is recovered.

Liquidity and Capital Resources

At  September  30,  2004,  the  Partnership  had cash and  cash  equivalents  of
approximately  $3,044,000 as compared to  approximately  $3,337,000 at September
30, 2003.  Cash and cash  equivalents  decreased  approximately  $2,150,000 from
December  31, 2003 due to  approximately  $15,665,000  of cash used in financing
activities  partially offset by approximately  $9,691,000 and $3,824,000 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 Partnership has invested as a general partner in the operating partnerships,
and as such, receives distributions of cash flow from the operating partnerships
and is responsible for  expenditures  consisting of (i) interest  payable on the
mortgage  loan and (ii) fees  payable  to  affiliates  of the  Managing  General
Partner.  The Managing  General Partner  believes that funds  distributed by the
operating  partnerships  to the  Partnership  will  be  sufficient  to pay  such
expenditures.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  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.  Capital  improvements  planned for the
Partnership's property are detailed below.

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $3,525,000 of capital  improvements at Springhill Lake Apartments
consisting  primarily of structural  improvements,  appliances,  water and sewer
upgrades,  roof and floor covering  replacements and air conditioning  upgrades.
Approximately  $28,000  of these  additions  were  related to a  September  2003
casualty  mentioned  above.  These  improvements  were funded  from  operations,
insurance  proceeds and  replacement  reserves.  The  Partnership  evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $468,000 in capital  improvements during the remainder
of 2004.  Additional  improvements  may be  considered  and will  depend  on the
physical condition of the property as well as anticipated cash flow generated by
the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

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 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 2.164% at September 30, 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  $522,000 during the nine months ended September
30, 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 nine months ending September 30, 2004.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                                     Per Limited                         Per Limited
                Nine Months Ended    Partnership    Nine months Ended    Partnership
                September 30, 2004       Unit       September 30, 2003       Unit

<S>                  <C>               <C>               <C>               <C>
Refinancing          $ 7,744           $11,932           $ 2,818           $ 4,342
Operations             8,155            11,937             3,932             5,755
                     $15,899           $23,869           $ 6,750           $10,097
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves,  and the  timing  of the debt
maturity,  refinancing,  and/or property sale. The 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 any additional  distributions to its
partners during 2004 or subsequent periods.


<PAGE>


Other

AIMCO and its affiliates owned 522.65 limited partnership units (the "Units") in
the Partnership  representing  80.53% of the outstanding  Units at September 30,
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

The consolidated financial statements are prepared in accordance with accounting
principles   generally  accepted  in  the  United  States,   which  require  the
Partnership to make estimates and assumptions.  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 impairment of 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 recognizes income attributable to leases monthly
as  it is  earned.  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.   The  Partnership  will  offer  rental
concessions during  particularly slow months or in response to heavy competition
from other similar complexes in the area. Any concessions given at the inception
of the lease are amortized over the life of the lease.


<PAGE>



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.  The debt encumbering the property bears interest at a
variable rate.  Based on interest rates at September 30, 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 September 30, 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 2.164% at September 30, 2004
and resets monthly. Management believes that the fair value of the Partnership's
debt approximates its carrying value as of September 30, 2004.

ITEM 4.     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
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Managing General Partner. The complaint is styled as
a Collective  Action  under the FLSA and seeks 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,  the  complaint
alleges 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.  Some  discovery  has taken place and  settlement
negotiations  continue.  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 6.     EXHIBITS

            See Exhibit Index attached.


<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


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


                                    Date: November 12, 2004



<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)

      (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 04,
                  2004.



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed  this  quarterly  report on Form 10-Q 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:  November 12, 2004

                                    /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  quarterly  report on Form 10-Q 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:  November 12, 2004

                                    /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  Quarterly  Report  on Form  10-Q of  Springhill  Lake
Investors  Limited  Partnership  (the  "Partnership"),  for the quarterly period
ended September 30, 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:  November 12, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 12, 2004


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.