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 June 30, 1998


[ ]   TRANSITION REPORT PURSUANT TO 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.)

                          One Insignia Financial Plaza
                        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

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                 June 30, 1998



Assets
 Cash and cash equivalents                                           $  3,302
 Receivables and deposits                                               2,066
 Restricted escrows                                                     2,950
 Other assets                                                             661
 Investment Property:
     Land                                                $  5,833
     Buildings and related personal property               94,693
                                                          100,526
     Less accumulated depreciation                        (47,175)     53,351
                                                                     $ 62,330
Liabilities and Partners' (Deficit) Capital
Liabilities
 Accounts payable                                                    $    765
 Tenant security deposit liabilities                                      408
 Other liabilities                                                      1,461
 Mortgage notes payable                                                57,807

Minority Interest                                                       2,694

Partners' (Deficit) Capital
 General partners                                        $ (2,900)
 Investor limited partners                                  2,095        (805)
    (649 units issued and outstanding)
                                                                     $ 62,330

          See Accompanying Notes to Consolidated Financial Statements

b)
                 SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except unit data)
                                  (Unaudited)




                                      Three Months Ended     Six Months Ended
                                           June 30,              June 30,
                                       1998       1997       1998       1997
Revenues:
 Rental income                       $ 5,897    $ 6,019    $11,869    $11,908
 Other income                            314        148        487        467
 Casualty gain                             2         --        170         --
    Total revenues                     6,213      6,167     12,526     12,375

Expenses:
 Operating                             2,630      2,621      5,226      5,557
 General and administrative              121        116        212        214
 Depreciation                            982        993      1,945      1,942
 Interest                              1,378      1,419      2,765      2,846
 Property taxes                          587        420      1,179        942
 Bad debt expense                         96        167        497        421
    Total expenses                     5,794      5,736     11,824     11,922

Income before minority interest          419        431        702        453

Minority interest in net earnings
 of operating partnerships               (18)      (173)      (150)      (286)

       Net income                    $   401    $   258    $   552    $   167

Net income allocated to

 general partner (5%)                $    20    $    13    $    28    $     8

Net income allocated to investor
 limited partners (95%)                  381        245        524        159

       Net income                    $   401    $   258    $   552    $   167

Net income per limited
 partnership unit                    $   587    $   378    $   807    $   245

          See Accompanying Notes to Consolidated Financial Statements

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


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

Original capital contributions        649        $    --    $40,563    $40,563

Partners' (deficit) capital at
 December 31, 1997                    649        $(2,928)   $ 1,571    $(1,357)

Net income for the six months
 ended June 30, 1998                   --             28        524        552

Partners' (deficit) capital at
 June 30, 1998                        649        $(2,900)   $ 2,095    $  (805)

          See Accompanying Notes to Consolidated Financial Statements

d)
                 SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (in thousands)
                                  (Unaudited)


                                                         Six Months Ended
                                                              June 30,
                                                          1998       1997
Cash flows from operating activities:
  Net income                                           $   552    $   167
  Adjustments to reconcile net income
    to net cash provided by operating activities:
    Minority interest in net earnings of operating
       partnerships                                        150        286
    Depreciation                                         1,945      1,942
    Amortization                                            62         81
    Bad debt expense                                       497        421
    Casualty gain                                         (170)        --
  Change in accounts:
    Receivables and deposits, restricted escrows
      and other assets                                     388       (766)
    Accounts payable and other liabilities                (475)    (1,264)

      Net cash provided by operating activities          2,949        867

Cash flows from investing activities:
  Property improvements and replacements                (1,116)      (770)
  Net (deposits to) receipts from restricted escrows      (418)       588
  Net insurance proceeds from casualty gain                192         --

      Net cash used in investing activities             (1,342)      (182)

Cash flows used in financing activities:
  Payments on mortgage note payable                       (691)      (632)

      Net increase in cash and cash equivalents            916         53

Cash and cash equivalents at beginning of period         2,386        974

Cash and cash equivalents at end of period             $ 3,302    $ 1,027

Supplemental disclosure of cash flow information:
Cash paid for interest                                 $ 2,705    $ 1,379

Supplemental disclosure of non-cash activity:

At June 30, 1998, in connection with a fire at Springhill Lake Apartments,
accounts receivable, accounts payable and property improvements were adjusted by
approximately $58,000, $179,000 and $173,000, respectively, for non-cash
activity.

          See Accompanying Notes to Consolidated Financial Statements

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") 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
"General Partner"), all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and six month periods ended June 30, 1998, are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1998.  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 fiscal year ended December 31, 1997.

Reclassifications

Certain reclassifications have been made to the 1997 balances to conform to the
1998 presentation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the
Partnership and the Operating Partnerships. Theodore N. Lerner's ownership in
the Operating Partnerships has been reflected as a minority interest in the
accompanying consolidated financial statements. All significant intercompany
accounts and transactions have been eliminated in consolidation.

NOTE B - RELATED PARTY TRANSACTIONS

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Limited Partnership Agreement ("Partnership Agreement") provides for
payments to affiliates for property management services based on a percentage of
revenue and an annual asset management fee of $100,000 and annual administration
fee of $10,000.

On October 28, 1997, Insignia Financial Group ("Insignia") acquired 100% of the
Class B stock of First Winthrop Corporation ("FWC"), the sole shareholder of the
Partnership's General Partner.  In connection with this transaction, a nominee
of Insignia was elected as a director of the General Partner.  The nominee has
the authority to appoint members to a newly created residential committee of the
board of directors of the General Partner (the "Residential Committee"). The
Residential Committee is generally authorized to act on behalf of the General
Partner in managing the business activities of the Partnership. On October 28,
1997, the Partnership terminated Winthrop Management as the managing agent, and
appointed an affiliate of Insignia to assume management of the property.  The
General Partner does not believe this transaction will have a material effect on
the affairs and operations of the Partnership.  The following fees and
reimbursements were paid to affiliates of Insignia, FWC, and affiliates of FWC
during the six months ended June 30, 1998 and 1997 (in thousands):


                                                   1998        1997
Property management fees (included in
  operating expenses)                              $368        $350
Partnership reimbursements and asset
 management fees (included in general
 and administrative expenses)                       137         139


Included in investment property on the Balance Sheet at June 30, 1998, is
approximately $6,000 in construction oversight reimbursements paid to an
affiliate of Insignia.

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in September or October of 1998, is subject to
customary conditions, including government approvals and the approval of
Insignia's shareholders.  If the closing occurs, AIMCO will then control the
General Partner of the Partnership.

NOTE C - INVESTMENT IN OPERATING PARTNERSHIPS

The following summarizes the results of operations for the Operating
Partnerships:

                               Three months ended         Six months ended
                                    June 30,                  June 30,
                                1998         1997         1998         1997
                                 (in thousands)            (in thousands)
Revenue
Rental income                 $5,897        $6,019     $11,869       $11,908
Interest and other income        293           277         465           572
Casualty gain                      2            --         170            --
                               6,192         6,296      12,504        12,480
Expenses
Depreciation                     982           993       1,945         1,942
Operating expenses             3,996         2,798       8,271         5,986
Taxes and insurance              657           507       1,326         1,117
                               5,635         4,298      11,542         9,045
Net Earnings                  $  557        $1,998     $   962       $ 3,435


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The Partnership's investment property 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, 1998 and 1997:

                                          Average Occupancy
                                         1998            1997
Springhill Lake Apartments                92%             93%
  Greenbelt, Maryland


The Partnership realized net income of approximately $401,000 and $552,000 for
the three and six months ended June 30, 1998, compared to net income of
approximately $258,000 and $167,000 for the three and six months ended June 30,
1997. For the six months ended June 30, 1998, the increase in net income is
primarily due to a decrease in operating expense and the recognition of a
casualty gain. Income before minority interest remained relatively consistent
for the three months ended June 30, 1998, as compared to the three months ended
June 30, 1997, despite increases in property tax expense and other income and a
decrease in bad debt expense.

A casualty gain of approximately $170,000 has been recognized at June 30, 1998,
as a result of three separate fires at Springhill Lake Apartments which occurred
late in 1997.  As a result of these incidents, one building was extensively
damaged and two apartment units were completely destroyed.  The estimated costs
to be incurred to rebuild the destroyed units approximates the estimated
insurance proceeds expected to be received.

While operating expense decreased for the six months ended June 30, 1998, both
property tax and bad debt expenses increased.  Operating expense decreased due
to a milder winter during the first six months of 1998, as compared to the first
six months of 1997, resulting in decreased utilities and fuel oil purchases.
Also contributing to the decrease in operating expense was a decrease in salary
expense, advertising expense and repairs and maintenance expense.  Bad debt
expense results from the write-off of tenant accounts receivable that were
deemed uncollectible. Property tax expense increased for the three and six
months ended June 30, 1998, due to the payment of two property tax bills from a
prior year that were previously in dispute.

For the three months ended June 30, 1998, other income increased as a result of
increased collections of late charges and legal fees associated with the
collection of past due tenant accounts receivable.  The General Partner is
becoming more aggressive against tenants who do not pay their rent timely.  As a
result, bad debt expense has also decreased for the three months ended June 30,
1998.

Included in operating expense for the six months ended June 30, 1998 is
approximately $38,000 of major repairs and maintenance comprised primarily of
exterior painting, exterior building repairs, major landscaping, and gutter
repairs.

As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties 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 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
General Partner will be able to sustain such a plan.

At June 30, 1998, the Partnership had cash and cash equivalents of approximately
$3,302,000 compared to approximately $1,027,000 at June 30, 1997. Cash and cash
equivalents increased approximately $916,000 and $53,000 for the periods ended
June 30, 1998 and 1997, respectively.  Net cash provided by operating activities
increased primarily due to an increase in net income, as discussed above, a
lesser decrease in accounts payable, other liabilities and deferred income, and
a decrease in receivables and deposits and other assets as a result of improved
collections.  The decrease in accounts payable, other liabilities and deferred
income is due to the timing of the payment of invoices.  Net cash used in
investing activities increased as a result of increased property improvements
and replacements and increased deposits to restricted escrows, resulting from
the proceeds received from the insurance company related to the fire in 1997.
Net cash used in financing activities increased due to an increase in principal
payments on the mortgage note payable.

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 investment property to adequately maintain the
physical assets and other operating needs of the Partnership.  Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The mortgage indebtedness of $57,807,000, which carries a stated interest rate
of 9.30%, matures in May 2003, at which time the debt will either be refinanced
or the property sold. No cash distributions were declared or paid during the six
months ended June 30, 1998 or June 30, 1997.  Future cash distributions will
depend on the levels of net cash generated from operations, capital expenditure
requirements, property sales and the availability of cash reserves.

Year 2000

The Partnership is dependent upon the General Partner and Insignia for
management and administrative services.  Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue").  The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems.  The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.

Other

Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

                          PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

In July 1998, the sole limited partner in each of First, Second, Third, Fourth,
Fifth, Sixth, Seventh, Eighth and Ninth Springhill Lake Limited Partnerships and
Springhill Commercial Limited Partnership (collectively the "Operating
Partnerships") commenced an action in the Circuit Court for Prince George's
County, Maryland entitled Lerner v. Apollo Real Estate Advisors, L.P., et al.
The complaint claims that the Partnership, present and former affiliates of the
General Partner and others have breached certain contractual and fiduciary
duties allegedly owed to the claimant with respect to the transactions described
in Note B - Related Party Transactions.  The plaintiff seeks damages and
injunctive relief prohibiting the proposed transfer of Class B Common Stock from
Insignia to AIMCO.  The General Partner believes the claims to be without merit
and intends to vigorously defend the action.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature.  The General Partner believes that all such pending
or outstanding litigation will be resolved without a material adverse effect
upon the business, financial condition, or operations of the Partnership.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibits:

        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 June 30, 1998.



                                   SIGNATURES


     In accordance with the requirements 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/ Carroll D. Vinson
                                    Carroll D. Vinson
                                    Vice President-Residential and Director


                              By:   /s/ William H. Jarrard, Jr.
                                    William H. Jarrard, Jr.
                                    Director

                              Date: August 6, 1998