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 June 30, 2003

[ ] 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___

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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                            June 30,      December 31,
                                                              2003            2002
                                                          (unaudited)        (Note)
Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                 $ 710          $ 5,559
   Receivables and deposits                                    2,953           1,854
   Restricted escrows                                          7,043           7,026
   Other assets                                                2,459           3,424
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                121,901         120,469
                                                             127,734         126,302
      Less accumulated depreciation                          (76,418)        (72,740)
                                                              51,316          53,562
                                                            $ 64,481        $ 71,425
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                          $ 893          $ 1,044
   Tenant security deposit liabilities                           829             774
   Other liabilities                                             677             937
   Advances from affiliate                                        --             156
   Mortgage note payable                                     111,750         113,100
                                                             114,149         116,011
Minority interest (Note E)

Partners' Deficit
   General partners                                           (2,911)         (2,797)
   Investor limited partners (649 units issued and
      outstanding)                                           (46,757)        (41,789)
                                                             (49,668)        (44,586)
                                                            $ 64,481        $ 71,425

Note: The balance  sheet at December  31, 2002 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>

<PAGE>

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

<TABLE>
<CAPTION>

                                             Three Months Ended         Six Months Ended
                                                  June 30,                  June 30,
                                              2003         2002         2003          2002
Revenues:
<S>                                         <C>          <C>           <C>          <C>
  Rental income                             $ 7,612      $ 7,562       $15,040      $15,014
  Other income                                  367          294           688          615
  Casualty gain (Note D)                         --          466            83          466
      Total revenues                          7,979        8,322        15,811       16,095

Expenses:
  Operating                                   3,069        3,567         6,733        6,640
  General and administrative                    140          178           319          362
  Depreciation                                1,878        1,573         3,725        3,331
  Interest                                      693        1,200         1,433        2,486
  Property taxes                                474          469           948          930
      Total expenses                          6,254        6,987        13,158       13,749

Income before minority interest               1,725        1,335         2,653        2,346

Distributions to minority interest
  partner in excess of investment
  (Note E)                                     (303)          --          (985)          --

Minority interest in net income
  of operating partnerships (Note E)             --         (243)           --         (489)
Net income                                  $ 1,422      $ 1,092       $ 1,668      $ 1,857

Net income allocated to general
  partners (5%)                               $ 71         $ 55         $ 83          $ 93

Net income allocated to limited
   partners (95%)                             1,351        1,037         1,585        1,764
                                            $ 1,422      $ 1,092       $ 1,668      $ 1,857

Net income per limited partnership
  unit                                      $ 2,082      $ 1,598       $ 2,442      $ 2,718

Distributions per limited partnership
  unit                                      $ 3,074      $ 3,099       $10,097      $ 3,099

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENTS 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, 2002                     649         $(2,797)    $(41,789)    $(44,586)

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

Net income for the six months
   ended June 30, 2003                    --              83        1,585        1,668

Partners' deficit at
   June 30, 2003                         649         $(2,911)    $(46,757)    $(49,668)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                                    Six Months Ended
                                                                        June 30,
                                                                    2003         2002
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income                                                      $ 1,668      $ 1,857
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Distributions to minority interest partner in excess of
      investment                                                      985           --
     Minority interest in net income of operating
      partnerships                                                     --          489
     Depreciation                                                   3,725        3,331
     Casualty gain                                                    (83)        (466)
     Amortization of loan costs                                       221           68
     Bad debt expense, net                                            139          100
     Change in accounts:
      Receivables and deposits                                     (1,238)        (821)
      Other assets                                                    778          708
      Accounts payable                                                183         (384)
      Tenant security deposit liabilities                              55           38
      Other liabilities                                              (260)          51
      Due to affiliates                                                --          (99)
           Net cash provided by operating activities                6,173        4,872

Cash flows from investing activities:
  Insurance proceeds received                                         104          445
  Property improvements and replacements                           (1,834)      (2,871)
  Net deposits to restricted escrows                                  (17)        (290)
  Refund of construction service fees from affiliate                   --        2,245
           Net cash used in investing activities                   (1,747)        (471)

Cash flows from financing activities:
  Payments on mortgage note payable                                (1,350)        (986)
  Payments on advances from affiliate                                (156)      (1,853)
  Distributions to partners                                        (6,750)      (2,117)
  Distributions to minority interest partner                         (985)        (298)
  Loan costs paid                                                     (34)          --
           Net cash used in financing activities                   (9,275)      (5,254)

Net decrease in cash and cash equivalents                          (4,849)        (853)
Cash and cash equivalents at beginning of period                    5,559        2,277

Cash and cash equivalents at end of period                         $ 710       $ 1,424

Supplemental disclosure of cash flow information:
  Cash paid for interest, including approximately zero and
   $30, respectively, paid to an affiliate                        $ 1,383      $ 2,427
Supplemental disclosure of non-cash information:
  Property improvements and replacements included in
   accounts payable                                                $ 160        $ --

At December 31, 2002 and 2001 approximately $494,000 and $673,000, respectively,
of property  improvements  and  replacements  were included in accounts  payable
which are  included in property  improvements  and  replacements  during the six
months ended June 30, 2003 and 2002, respectively.

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                   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 and six months  ended June 30,
2003 are not necessarily  indicative of the results that may be expected for the
year  ending  December  31,  2003.  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, 2002.
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate  investment trust,  effectively  controls the Managing General Partner in
its capacity as the general partner of the Registrant.

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.

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
residential rent collections and 5% of commercial  income from the Partnership's
property for providing  property  management  services.  The Partnership paid to
such  affiliates  approximately  $469,000  and $449,000 for the six months ended
June 30, 2003 and 2002, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $219,000 and
$267,000 for the six months ended June 30, 2003 and 2002, respectively, which is
included in general and  administrative  expenses.  During 2001, the Partnership
was  charged  by  affiliates  of  the  Managing  General  Partner  approximately
$2,245,000  for  fees  related  to  construction  management  services  for work
performed  during  1999,  2000 and 2001.  These  fees had been  capitalized  and
included  in  investment  property.  During the second  quarter of 2002,  it was
determined by the Managing  General Partner that these fees should not have been
charged and the  Partnership  was refunded the full  amount.  Accordingly,  such
previously  capitalized  fees were no longer included in investment  property at
June 30, 2002.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $50,000 in asset management fees and approximately $5,000
in  administrative  fees for both the six month  periods ended June 30, 2003 and
2002. 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 six months ended June 30, 2003.  There were no advances owed at June 30,
2002.

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 six months ended June 30, 2003 and 2002,
the Partnership was charged by AIMCO and its affiliates  approximately  $273,000
and $331,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

Note C - Mortgage Note Payable

On  November  14,  2002,  the  Partnership   refinanced  its  existing  mortgage
encumbering  Springhill Lake Apartments.  The refinancing  replaced the existing
mortgage  of  approximately  $50,300,000  with a new  mortgage  in the amount of
$113,100,000. The Partnership capitalized loan costs of approximately $2,058,000
during 2002 and  capitalized  an additional  $34,000 during the six months ended
June 30, 2003. In addition,  approximately $7,026,000 was deposited in an escrow
account in  connection  with the  refinancing  to be used to  complete  required
repairs at the property.

Initially the November 14, 2002  refinancing of Springhill  Lake  Apartments was
under an interim credit facility ("Interim Credit Facility") which also provided
for the  refinancing of several other  properties.  The Interim Credit  Facility
created separate loans for each property refinanced thereunder, which loans were
not  cross-collateralized or cross-defaulted with each other. During the term of
the Interim Credit  Facility,  Springhill  Lake  Apartments was required to make
interest-only payments.

During  December 2002, the loan on Springhill Lake Apartments was transferred to
a different lender.  The credit facility  ("Permanent Credit Facility") with the
new lender has a maturity  of five years with an option for the  Partnership  to
elect one  five-year  extension.  This  Permanent  Credit  Facility also created
separate  loans for each  property  refinanced  thereunder,  which loans are not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest  rate on the variable rate loans is 85 basis points over the
Fannie Mae  discounted  mortgage-backed  security index (1.80% per annum at June
30, 2003), and the rate resets monthly.  Each loan  automatically  renews at the
end of each month. In addition, monthly principal payments are required based on
a 30-year  amortization  schedule,  using the interest rate in effect during the
first month that the property is on the Permanent Credit Facility. The loans may
be prepaid without penalty.

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

Note D - Casualty Gain

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to eleven units at the property.  During the six months ended June 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 fixed assets being written off.

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

Note E - Minority Interest

The limited partnership interest in the operating partnerships is reflected as a
minority interest in the accompanying consolidated financial statements.  Income
allocated  to the  minority  partner for the six months  ended June 30, 2003 and
2002 was approximately  zero and $489,000,  respectively.  During the six months
ended  June 30,  2003,  the  operating  partnerships  distributed  approximately
$7,730,000  of operating  and  refinancing  proceeds to its  partners,  of which
approximately  $985,000  was  distributed  to  the  minority  interest  partner.
Previous  distributions to the minority interest partner during 2002 had reduced
the minority interest  partner's  investment balance to zero. 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.
Distributions  to  the  minority   partner  in  excess  of  investment   totaled
approximately  $985,000 for the six months ended June 30, 2003.  Such cumulative
distributions  to  the  minority   partner  in  excess  of  investment   totaled
approximately  $2,082,000  at June 30,  2003.  No  income  is  allocated  to the
minority  partner until all previous losses  recognized by the majority  partner
are recovered. For the six months ended June 30, 2003, approximately $527,000 in
earnings  were  allocated to the  majority  partner to recover  previous  losses
recognized.

Note F - 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 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  owns no  property  other than its  interest  in the  operating
partnerships. The operating partnerships' 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 six
months ended June 30, 2003 and 2002:

                                                            Average
                                                           Occupancy
                                                       2003          2002
       Springhill Lake Apartments
          Greenbelt, Maryland                          95%            97%

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2003 was
approximately   $1,668,000   compared  to   approximately   $1,857,000  for  the
corresponding  period in 2002. The Partnership's net income for the three months
ended  June 30,  2003 was  approximately  $1,422,000  compared  to net income of
approximately $1,092,000 for the three months ended June 30, 2002. Income before
minority  interest  for the six  months  ended June 30,  2003 was  approximately
$2,653,000 compared to approximately  $2,346,000 for the corresponding period in
2002.  Income before minority  interest for the three months ended June 30, 2003
was  approximately  $1,725,000  compared  to  approximately  $1,335,000  for the
corresponding  period in 2002. The increase in income before  minority  interest
for both the three and six months  ended  June 30,  2003 is  primarily  due to a
decrease in total expenses partially offset by a decrease in total revenues. The
decrease in total revenues is primarily due to a larger casualty gain recognized
in 2002 compared to 2003 related to separate fires at the property in April 2001
and March 2002  slightly  offset by an increase in other  income.  Other  income
increased due to an increase in utility reimbursements and laundry income at the
property. Rental income remained relatively constant for the comparable periods.

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to eleven units at the property.  During the six months ended June 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 fixed assets being written off.

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

Total  expenses  for the six  months  ended  June 30,  2003  decreased  due to a
decrease in interest and general and administrative expenses partially offset by
increases in operating and depreciation expenses.  Property tax expense remained
relatively constant for the comparable period. Interest expense decreased due to
the  refinancing  of the mortgage  encumbering  Springhill  Lake  Apartments  in
November 2002. Though the mortgage  principal  balance increased  significantly,
the variable interest rate on the new loan was  significantly  lower during 2003
than the fixed interest rate applicable to the old loan during 2002. General and
administrative  expenses  decreased  due to lower costs  incurred in relation to
communications  with investors.  Operating expense increased due to increases in
interior  painting,  natural gas costs,  roof repairs and snow removal  expenses
partially  offset by a decrease in salary and related  employee  expenses at the
property.  Depreciation  expense  increased  due to  property  improvements  and
replacements  placed into  service  during the past twelve  months which are now
being depreciated.

Total  expenses  for the three  months  ended June 30, 2003  decreased  due to a
decrease in interest and general and administrative  expenses as discussed above
and  a  decrease  in  operating  expense  partially  offset  by an  increase  in
depreciation   expense  as  discussed  above.   Property  tax  expense  remained
relatively  constant  for the  comparable  period.  The  decrease  in  operating
expenses for the three months ended June 30, 2003 was due primarily to decreases
in  maintenance  expenses  and salary and related  employee  expenses  partially
offset by an  increase  in natural  gas costs at the  property  compared  to the
corresponding period in 2002.

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

Minority  interest  in  net  earnings  of  the  operating  partnerships  totaled
approximately  $243,000 and $489,000 for the three and six months ended June 30,
2002,  respectively.  During the three and six months ended June 30,  2003,  the
Partnership  did not  recognize  any  minority  interest in net  earnings of the
operating  partnerships as previous distributions to the minority partner during
2002 reduced the minority interest partner's investment balance to zero. For the
three and six months ended June 30, 2003  distributions  to the minority partner
of approximately $303,000 and $985,000, respectively, were made in excess of the
minority partner's investment in the operating partnerships.  When the operating
partnerships make distributions in excess of the minority  partner's  investment
balance, the Partnership, as the majority partner, records a charge equal to the
minority partner's excess distribution over the investment  balance.  The charge
is classified as  distributions  to the minority partner in excess of investment
on the accompanying consolidated statements of operations.  Distributions to the
minority partner in excess of investment totaled approximately  $985,000 for the
six months ended June 30, 2003.  Such cumulative  distributions  to the minority
partner in excess of  investment  totaled  approximately  $2,082,000 at June 30,
2003. No income is allocated to the minority  partner until all previous  losses
recognized by the majority partner are recovered.  For the six months ended June
30,  2003,  approximately  $527,000 in earnings  were  allocated to the majority
partner to recover previous losses recognized.

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,  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 June 30, 2003, the Partnership had cash and cash equivalents of approximately
$710,000 as compared to approximately $1,424,000 at June 30, 2002. Cash and cash
equivalents  decreased  approximately  $4,849,000  from December 31, 2002 due to
approximately  $9,275,000 and $1,747,000 of cash used in financing and investing
activities,  respectively,  partially offset by approximately $6,173,000 of cash
provided by operating activities. Cash used in financing activities consisted of
distributions to partners,  principal payments made on the mortgage  encumbering
the  property,  payments on advances  from an affiliate of the Managing  General
Partner  and   additional   loan  costs  paid  relating  to  the  2002  mortgage
refinancing.   Cash  used  in   investing   activities   consisted  of  property
improvements  and replacements  and, to a lesser extent,  net deposits to escrow
accounts  maintained by the mortgage lender  partially  offset by the receipt of
insurance  proceeds.  The  Registrant  invests its working  capital  reserves 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  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  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,  including  increased  legal and audit  fees.  Capital  improvements
planned for the Partnership's property are detailed below.

During  the  six  months   ended  June  30,  2003  the   Partnership   completed
approximately  $1,500,000 of capital  improvements at Springhill Lake Apartments
consisting primarily of structural improvements,  appliance and plumbing fixture
upgrades, floor covering replacements, heating and air conditioning upgrades and
interior  decorations.  These  improvements  were  funded from  operations.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects to complete an additional  $650,000  which does not
include any amounts that will be incurred to complete  repairs and  improvements
at the  property  required  to be made in  connection  with  the  November  2002
refinancing  of the  mortgage  encumbering  the  property.  At the  refinancing,
approximately $7,026,000 was deposited in an escrow account to fund such repairs
and improvements.  The additional capital improvements will consist primarily of
roofing   upgrades,   appliance  and  flooring   replacements   and   structural
improvements.  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.

On  November  14,  2002,  the  Partnership   refinanced  its  existing  mortgage
encumbering  Springhill Lake Apartments.  The refinancing  replaced the existing
mortgage  of  approximately  $50,300,000  with a new  mortgage  in the amount of
$113,100,000. The Partnership capitalized loan costs of approximately $2,058,000
during 2002 and  capitalized  an additional  $34,000 during the six months ended
June 30, 2003. In addition,  approximately $7,026,000 was deposited in an escrow
account in  connection  with the  refinancing  to be used to  complete  required
repairs at the property.

Initially the November 14, 2002  refinancing of Springhill  Lake  Apartments was
under an interim credit facility ("Interim Credit Facility") which also provided
for the  refinancing of several other  properties.  The Interim Credit  Facility
created separate loans for each property refinanced thereunder, which loans were
not  cross-collateralized or cross-defaulted with each other. During the term of
the Interim Credit  Facility,  Springhill  Lake  Apartments was required to make
interest-only payments.

During  December 2002, the loan on Springhill Lake Apartments was transferred to
a different lender.  The credit facility  ("Permanent Credit Facility") with the
new lender has a maturity  of five years with an option for the  Partnership  to
elect one  five-year  extension.  This  Permanent  Credit  Facility also created
separate  loans for each  property  refinanced  thereunder,  which loans are not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest  rate on the variable rate loans is 85 basis points over the
Fannie Mae  discounted  mortgage-backed  security index (1.80% per annum at June
30, 2003), and the rate resets monthly.  Each loan  automatically  renews at the
end of each month. In addition, monthly principal payments are required based on
a 30-year  amortization  schedule,  using the interest rate in effect during the
first month that the property is on the Permanent Credit Facility. The loans may
be prepaid without penalty.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately   $111,750,000   requires  monthly  payments  of
principal and interest until its maturity date in September 2007 at which time a
balloon payment of  approximately  $99,693,000 will be due. The Managing General
Partner may 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  Partnership  will risk  losing  the  property  through
foreclosure.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                    Six Months       Per Limited        Six Months       Per Limited
                      Ended          Partnership          Ended          Partnership
                  June 30, 2003          Unit         June 30, 2002          Unit

<S>                  <C>               <C>                 <C>               <C>
Refinancing          $ 2,818           $ 4,342             $ --              $ --
Operations             3,932             5,755             2,117             3,099
                     $ 6,750           $10,097           $ 2,117           $ 3,099
</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 further distributions to its partners
during the remainder of 2003 or subsequent periods.

Other

AIMCO and its affiliates owned 521.90 limited partnership units (the "Units") in
the Partnership representing 80.42% of the outstanding Units at June 30, 2003. 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 acquire  additional  Units in exchange for cash or a combination
of cash and units in 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  80.42% 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  changes  in  the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

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. Rental income attributable to leases is recognized monthly as it
is earned and the Partnership  fully reserves  balances  outstanding over thirty
days. 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.

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 June 30,  2003,  a 100 basis point
increase  or  decrease  in market  interest  rates  would  affect  net income by
approximately $1.1 million.

The following table  summarizes the  Partnership's  debt obligations at June 30,
2003.  Management  believes  that  the  fair  value  of the  Partnership's  debt
approximates its carrying value as of June 30, 2003.

Principal amount by expected maturity:

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

        2003                $  1,359                   (1)
        2004                   2,769                   (1)
        2005                   2,829                   (1)
        2006                   2,891                   (1)
        2007                 101,902                   (1)
        Total               $111,750

(1)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index  ("DMBS") plus 85 basis points.  The rate was 1.80% at June 30, 2003
      and will reset monthly.  The Partnership has the option of converting to a
      fixed  rate loan in 2005.  The loan  matures  in 2007  with one  five-year
      extension option.

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.

                           PART II - OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  3.4         Amended and Restated Limited Partnership Agreement
                              and  Certificate  of Amendment of Springhill  Lake
                              Investors Limited Partnership (incorporated herein
                              by  reference  to  the  Registrant's  Registration
                              Statement on Form 10, dated April 30, 1986).

                  3.4(a)      Amendment   to  Amended   and   Restated   Limited
                              Partnership Agreement and Certificate of Amendment
                              of Springhill Lake Investors  Limited  Partnership
                              (incorporated   herein   by   reference   to   the
                              Registrant's  Annual  Report  on Form 10-K for the
                              year ended December 31, 1993).

                  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.

            b) Reports on Form 8-K:

                  None filed for the quarter ended June 30, 2003.




<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:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Vice President - Residential
                                          and Chief Accounting Officer


                                    Date: August 13, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1.    I have reviewed  this  quarterly  report on Form 10-Q of  Springhill  Lake
      Investors Ltd. 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: August 13, 2003

                                /s/Patrick J. Foye
                                Patrick J. Foye
                                Vice  President - Residential  of Three Winthrop
                                Properties,   Inc.,   equivalent  of  the  chief
                                executive officer of the Partnership


<PAGE>




Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1.    I have reviewed  this  quarterly  report on Form 10-Q of  Springhill  Lake
      Investors Ltd. 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: August 13, 2003

                                /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                Vice  President - Residential  of Three Winthrop
                                Properties,   Inc.,   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 Ltd. Partnership (the  "Partnership"),  for the quarterly period ended
June 30, 2003 as filed with the Securities  and Exchange  Commission on the date
hereof (the "Report"), Patrick J. Foye, as the equivalent of the chief executive
officer of the  Partnership,  and Paul J.  McAuliffe,  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/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 13, 2003


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.