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



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

                                   Form 10-QSB

(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, 2000

[ ] 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 small business issuer as specified in its charter)



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

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

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


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


<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

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

                               September 30, 2000
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  3,286
   Receivables and deposits (net of $133 allowance for
      doubtful accounts)                                                        3,021
   Restricted escrows                                                           2,161
   Other assets                                                                   570
   Investment property:
      Land                                                     $ 5,833
      Buildings and related personal property                   108,973
                                                                114,806
      Less accumulated depreciation                             (57,726)       57,080
                                                                             $ 66,118

Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $  2,781
   Due to affiliate                                                             1,777
   Tenant security deposit liabilities                                            569
   Accrued property taxes                                                         451
   Other liabilities                                                              947
   Mortgage note payable                                                       54,268

Minority interest                                                               4,285

Partners' (Deficit) Capital
   General partners                                            $ (2,808)
   Investor limited partners (649 units issued and
      outstanding)                                                3,848         1,040
                                                                             $ 66,118
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>
b)

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

<TABLE>
<CAPTION>


                                            Three Months Ended         Nine Months Ended
                                              September 30,              September 30,
                                            2000          1999         2000         1999
Revenues:
<S>                                        <C>           <C>         <C>          <C>
  Rental income                            $  6,836      $ 6,322     $ 18,718     $ 18,760
  Other income                                  393          219        1,027        1,127
      Total revenues                          7,229        6,541       19,745       19,887

Expenses:
   Operating                                  2,516        2,834        7,723        8,348
   General and administrative                   293          143          563          482
   Depreciation                               1,462        1,257        4,137        3,249
   Interest                                   1,326        1,335        3,929        4,034
   Property taxes                               438          465        1,330        1,348
   Bad debt expense                             133          358          364          826
      Total expenses                          6,168        6,392       18,046       18,287

Income before minority interest               1,061          149        1,699        1,600

Minority interest in net earnings
   of operating partnerships                   (298)        (142)        (554)        (492)

Net income                                  $   763         $  7      $ 1,145      $ 1,108

Net income allocated to general
  partners (5%)                             $    38         $ --         $ 57         $ 55
Net income allocated to investor
   limited partners (95%)                       725            7        1,088        1,053

                                            $   763         $  7      $ 1,145      $ 1,108

Net income per limited partnership
  unit                                     $  1,117        $  10      $ 1,676      $ 1,622
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>
c)

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

<TABLE>
<CAPTION>


                                       Limited                   Investor
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

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

Partners' (deficit) capital at
   December 31, 1999                     649         $(2,865)     $ 2,760     $ (105)

Net income for the nine months
   ended September 30, 2000               --              57        1,088      1,145

Partners' (deficit) capital at
   September 30, 2000                    649         $(2,808)     $ 3,848    $ 1,040
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

d)

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

                                                                  Nine Months Ended
                                                                    September 30,
                                                                  2000          1999
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 1,145      $ 1,108
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Minority interest in net earnings of operating
      partnerships                                                   554          492
     Depreciation                                                  4,137        3,249
     Amortization of loan costs                                       83           93
     Bad debt expense                                                364          826
     Change in accounts:
      Receivables and deposits                                    (2,048)      (2,205)
      Other assets                                                   826          735
      Accounts payable                                               165          (63)
      Tenant security deposit liabilities                             63          103
      Accrued property taxes                                         451          465
      Other liabilities                                              271         (164)
            Net cash provided by operating activities              6,011        4,639

Cash flows from investing activities:
  Property improvements and replacements                          (5,606)      (3,437)
  Net (deposits to) receipts from restricted escrows                (105)         473
            Net cash used in investing activities                 (5,711)      (2,964)

Cash flows used in financing activities:
  Proceeds from loans from affiliates                              1,777           --
  Payments on mortgage note payable                               (1,134)      (1,155)
            Net cash provided by (used in) investing
               activities                                            643       (1,155)

Net increase in cash and cash equivalents                            943          520
Cash and cash equivalents at beginning of period                   2,343        3,328
Cash and cash equivalents at end of period                       $ 3,286      $ 3,848

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 3,417      $ 3,941

Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
   accounts payable                                              $ 1,213        $  --
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

e)

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


Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Springhill Lake
Investors  Limited  Partnership (the  "Partnership"  or "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B.  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 nine month  periods  ended
September 30, 2000,  are not  necessarily  indicative of the results that may be
expected for the year ending December 31, 2000. For further  information,  refer
to the consolidated  financial  statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999.

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Partnership and its 90% general partnership  interest in Springhill Lake Limited
Partnerships  I though IX and Springhill  Commercial  Limited  Partnership  (the
"Operating  Partnerships").  Theodore N.  Lerner's  ownership  in the  Operating
Partnerships  has been  reflected  as a minority  interest  in the  accompanying
consolidated  financial  statements.  All significant  intercompany accounts and
transactions have been eliminated in consolidation.

Note B - Transfer of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of First Winthrop Corporation,  the sole shareholder of the
Managing General Partner as well as a 20.7% limited partnership  interest in the
Partnership.  Pursuant to this transaction,  the by-laws of the Managing General
Partner  were amended to provide for the  creation of a  Residential  Committee.
Pursuant to the amended and  restated  by-laws,  Insignia had the right to elect
one director to the Managing  General  Partner's Board of Directors and to cause
the Managing  General  Partner to take such actions as it deemed  necessary  and
advisable in connection with the activities of the Partnership.

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia Properties Trust merged into Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust, with AIMCO being the surviving corporation. As a result, AIMCO
acquired  all of the  rights  of  Insignia  in  and to the  limited  partnership
interest  and the rights  granted to  Insignia  pursuant  to the First  Winthrop
Corporation transaction. The Managing General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.

Note C - 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.

The following  transactions with affiliates of the Managing General Partner were
charged to expense for the nine months ended September 30, 2000 and 1999:

                                                                   2000    1999
                                                                  (in thousands)

Property management fees (included in operating expenses)          $570    $562
Reimbursement for services of affiliates (included in general
  administrative expense and investment properties)                 415     285
Asset management fee (included in general and administrative
  expense)                                                           78      78
Annual administration fee (included in general and
  administrative expense)                                             5       5

During the nine months  ended  September  30, 2000 and 1999,  affiliates  of the
Managing  General Partner were entitled to receive 3% of tenant rent collections
and 5% of store commercial  income from the Registrant's  property for providing
property   management   services.   The  Registrant   paid  to  such  affiliates
approximately $570,000 and $562,000 for the nine months ended September 30, 2000
and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $415,000 and
$285,000 for the nine months ended September 30, 2000 and 1999, respectively. At
September  30,  2000,  approximately  $148,000 of the current  year  expense was
accrued and  included in "Due to  affiliate"  in the  accompanying  consolidated
balance sheet.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $78,000 in asset management fees and approximately $5,000
in  administrative  fees for both the nine months ended  September  30, 2000 and
1999.

During the nine months ended  September  30, 2000,  an affiliate of the Managing
General  Partner loaned the  Partnership  approximately  $1,629,000 for budgeted
capital  improvements.  This  balance is included in "Due to  affiliate"  in the
accompanying  consolidated  balance sheet.  In accordance  with the  Partnership
Agreement,  interest is to be charged at prime plus 2% and  accrued  interest is
approximately $37,000 at September 30, 2000.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 444.15 limited partnership
units in the Partnership representing 68.436% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers  made by AIMCO,  its
affiliates  or Three  Winthrop's  affiliates.  It is possible  that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting to remove  the  Managing
General  Partner.  As a result of its  ownership  of 68.436% of the  outstanding
units,  AIMCO is in a position to influence all voting decisions with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the Managing General
Partner because of their affiliation with the Managing General Partner.

Note D - Segment Reporting

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

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

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

Segment  information  for the three and nine month periods  ended  September 30,
2000 and 1999 is shown in the tables below (in  thousands).  The "Other"  column
includes  partnership  administration  related  items and income and expense not
allocated to the reportable segment.

<TABLE>
<CAPTION>

 Three Months Ended September 30, 2000     Property        Other          Totals

<S>                                        <C>             <C>            <C>
Rental income                              $ 6,836         $   --         $ 6,836
Other income                                   391              2             393
Interest expense                             1,326             --           1,326
Depreciation                                 1,462             --           1,462
General and administrative expense              --            293             293
Bad debt expense                               133             --             133
Minority interest in net earnings
  of operating partnerships                     --           (298)           (298)
Segment income (loss)                        1,352           (589)            763


 Nine Months Ended September 30, 2000      Property        Other          Totals

Rental income                              $18,718         $   --         $18,718
Other income                                 1,006             21           1,027
Interest expense                             3,929             --           3,929
Depreciation                                 4,137             --           4,137
General and administrative expense              --            563             563
Bad debt expense                               364             --             364
Minority interest in net earnings
  of operating partnerships                     --           (554)           (554)
Segment income (loss)                        2,241         (1,096)          1,145
Total assets                                65,810            308          66,118
Capital expenditures for investment
   property                                  6,819             --           6,819


 Three Months Ended September 30, 1999     Property        Other          Totals

Rental income                              $ 6,322         $   --         $ 6,322
Other income                                   210              9             219
Interest expense                             1,335             --           1,335
Depreciation                                 1,257             --           1,257
General and administrative expense              --            143             143
Bad debt expense                               358             --             358
Minority interest in net earnings
  of operating partnerships                     --           (142)           (142)
Segment income (loss)                          283           (276)              7


 Nine Months Ended September 30, 1999      Property        Other          Totals

Rental income                              $18,760         $   --         $18,760
Other income                                   778            349           1,127
Interest expense                             4,034             --           4,034
Depreciation                                 3,249             --           3,249
General and administrative expense              --            482             482
Bad debt expense                               826             --             826
Minority interest in net earnings
  of operating partnerships                     --           (492)           (492)
Segment income (loss)                        1,733           (625)          1,108
Total assets                                61,423          1,716          63,139
Capital expenditures for investment
  property                                   3,437             --           3,437
</TABLE>

Note E - Legal Proceedings

Grady v. Springhill  Lake Apartments  (Pending before the Prince George's County
Human  Relations  Commission,  case no.  AP94-1233).  This public  accommodation
discrimination  claim was filed on December 16, 1994,  however,  the  Commission
failed to notify  the  Registrant  of the charge  until  September  8, 1996.  On
December 26, 1996, the Registrant  filed its position  statement in this matter.
In his charge, the Complainant  claims that he was denied information  regarding
the rental of an apartment for  commercial use because of his race. In fact, the
Property does not lease  apartments  for  commercial  use, and, at the time, the
Property  had  no  commercial  space  available  for  lease.  In  addition,  the
Registrant  believes that the almost two year delay in notifying the  Registrant
of the  charge  is so  prejudicial  that the  charge  should be  dismissed.  The
Registrant is vigorously defending this matter.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.
<PAGE>

Item 2.     Management's Discussion and Analysis or Plan of Operations

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

The 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 nine months ended
September 30, 2000 and 1999:

                                                           Average
                                                          Occupancy
                                                      2000          1999
       Springhill Lake Apartments
          Greenbelt, Maryland                          88%            92%

The  decrease in  occupancy is due to the eviction of a number of tenants at the
property.  Due to the lengthy eviction  procedures  required within the state of
Maryland, a number of evictions were finalized during the first quarter of 2000.
The  occupancy  has  increased  3% over the last three  months and the  Managing
General Partner anticipates occupancy to continue to increase.

Results of Operations

The  Registrant's  net income for the nine months ended  September  30, 2000 was
approximately  $1,145,000  as  compared  to  approximately  $1,108,000  for  the
corresponding  period in 1999. The  Registrant's net income for the three months
ended September 30, 2000 was approximately $763,000 as compared to approximately
$7,000 for the corresponding period in 1999. Income before minority interest for
the nine  months  ended  September  30,  2000 was  approximately  $1,699,000  as
compared  to  approximately  $1,600,000  for the  corresponding  period in 1999.
Income before  minority  interest for the three months ended  September 30, 2000
was  approximately  $1,061,000  as compared to  approximately  $149,000  for the
corresponding  period in 1999. The increase in income before  minority  interest
for the nine  months  ended  September  30,  2000 is the result of a decrease in
total  expenses  which more than  offset the  decrease  in total  revenues.  The
increase in income before minority interest for the three months ended September
30, 2000 is primarily attributable to an increase in total revenues and decrease
in total  expenses.  The  decrease in total  revenues  for the nine months ended
September  30,  2000 is  attributable  to a  decrease  in both  rental and other
income.  Rental income decreased due to a decrease in average occupancy over the
previous  twelve  months at the property as  discussed  above and an increase in
concessions  offered to tenants.  Other income  decreased  primarily  due to the
receipt in May 1999 of attorney fees and costs received as a result of a summary
judgment granted in favor of the Partnership. The increase in total revenues for
the three months ended September 30, 2000 is attributable to an increase in both
rental and other income. Rental income increased due to an increase in occupancy
at the property for the three months ended September 30, 2000 as discussed above
and increased rental rates.  Other income increased due to increased charges for
tenant  auxiliary  services  also due to the  increased  occupancy for the three
months ended September 30, 2000.

Total  expenses for the three and nine months ended  September 30, 2000 from the
comparable  prior  year  period  decreased  primarily  due  to  a  reduction  in
operating,  bad debt, and interest  expenses which more than offset the increase
in  depreciation  and general and  administrative  expense.  Operating  expenses
decreased primarily due to decreases in referral fees and completion of exterior
building projects in 1999. These decreases were partially offset by increases in
fuel oil,  due to the change to a more  reliable but  expensive  supplier and an
increase in salaries and related  benefits.  Bad debt expense decreased due to a
decrease in write-offs of tenant  receivables and charges that were deemed to be
uncollectible.  Interest expense decreased due to scheduled  principal  payments
which  reduced  the  carrying  balance  of the debt  encumbering  the  property.
Depreciation expense increased due to the completion of capital improvements and
replacements at the property during the prior twelve months.

General and administrative expense increased for the three and nine months ended
September  30, 2000  compared to the same  periods in 1999  primarily  due to an
increase in the cost of services  included in the management  reimbursements  to
the Managing  General  Partner as allowed under the  Partnership  Agreement.  In
addition,  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 expense.

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

Liquidity and Capital Resources

At  September  30,  2000,  the  Registrant  had  cash and  cash  equivalents  of
approximately  $3,286,000 as compared to  approximately  $3,848,000 at September
30, 1999. Cash and cash  equivalents  increased  approximately  $943,000 for the
nine months ended  September 30, 2000, from the  Partnership's  fiscal year end.
The  increase  in cash and  cash  equivalents  is the  result  of  approximately
$6,011,000 of cash provided by operating  activities and approximately  $643,000
of  cash  provided  by  financing  activities  which  was  partially  offset  by
approximately $5,711,000 of cash used in investing activities.  Cash provided by
financing  activities  consisted of proceeds from loans from  affiliates and was
largely  offset by payments of principal  made on the mortgage  encumbering  the
Registrant's  property.  Cash used in investing activities consisted of property
improvements and replacements and net deposits to escrow accounts  maintained by
the mortgage  lender.  The Registrant  invests its working capital reserves in a
money market account.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other  operating  needs of the Registrant and to comply with Federal,  state
and local legal and regulatory requirements.  For 2000, the Partnership budgeted
approximately  $7,231,000 for capital improvements at Springhill Lake consisting
primarily of appliances,  air conditioning  units,  water heaters,  plumbing and
flooring  replacements,  major landscaping,  exterior  painting,  pool upgrades,
parking lot resurfacing,  roof and structural improvements.  For the nine months
ended September 30, 2000, the property has incurred approximately  $6,819,000 on
capital   expenditures,   consisting   primarily  of  appliances,   recreational
facilities,  electrical,  cabinet and counter top replacement,  fencing,  window
coverings,  air conditioning units, water heaters,  plumbing upgrades,  flooring
replacements,  major landscaping,  interior decoration,  exterior painting,  and
roof, pool and structural improvements. These improvements were funded from cash
flow and loans from  affiliates  of the  Managing  General  Partner.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $54,268,000 is amortized over 120 months with a
balloon payment of approximately  $49,017,000 due May 2003. The Managing General
Partner  will attempt to refinance  such  indebtedness  and/or sell the property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Registrant  will  risk  losing  the  property  through
foreclosure.

The Partnership did not make any  distributions  to its partners during the nine
months ended September 30, 2000 or 1999. Future cash  distributions  will depend
on the levels of net cash generated from  operations,  the  availability of cash
reserves, and the timing of the debt maturity,  refinancing,  and/or sale of the
property.  The  Partnership's  distribution  policy is reviewed on a semi-annual
basis.  There can be no assurance,  however,  that the Partnership will generate
sufficient funds from operations, after planned capital expenditures,  to permit
distributions to its partners during 2000 or subsequent periods.

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.     Legal Proceedings

Grady v. Springhill  Lake Apartments  (Pending before the Prince George's County
Human  Relations  Commission,  case no.  AP94-1233).  This public  accommodation
discrimination  claim was filed on December 16, 1994,  however,  the  Commission
failed to notify  the  Registrant  of the charge  until  September  8, 1996.  On
December 26, 1996, the Registrant  filed its position  statement in this matter.
In his charge, the Complainant  claims that he was denied information  regarding
the rental of an apartment for  commercial use because of his race. In fact, the
Property does not lease  apartments  for  commercial  use, and, at the time, the
Property  had  no  commercial  space  available  for  lease.  In  addition,  the
Registrant  believes that the almost two year delay in notifying the  Registrant
of the  charge  is so  prejudicial  that the  charge  should be  dismissed.  The
Registrant is vigorously defending this matter.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

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

          b)   Reports on Form 8-K:

               None filed during the quarter ended September 30, 2000.

<PAGE>

                                   SIGNATURES



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



                                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP


                                    By:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner


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


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


                                    Date: