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

                                    Form 10-Q

(Mark One)

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

                 For the quarterly period ended June 30, 2005


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


             For the transition period from _________to _________

                         Commission file number 0-14569


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



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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No___

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


<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,
<S>                                                           <C>             <C>
                                                              2005            2004
                                                          (unaudited)        (Note)
Assets
   Cash and cash equivalents                                $ 2,955         $ 1,502
   Receivables and deposits                                      951             943
   Restricted escrows                                            214             535
   Other assets                                                1,623           2,584
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                129,977         127,632
                                                             135,810         133,465
      Less accumulated depreciation                          (91,187)        (87,489)
                                                              44,623          45,976
                                                            $ 50,366        $ 51,540
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                          $ 295           $ 227
   Tenant security deposit liabilities                           675             654
   Other liabilities                                             553             575
   Mortgage note payable                                     113,500         113,500
                                                             115,023         114,956

Minority interest (Note C)                                       --              --

Partners' Deficit
   General partners                                           (3,272)         (3,210)
   Investor limited partners (649 units issued and
      outstanding)                                           (61,385)        (60,206)
                                                             (64,657)        (63,416)
                                                            $ 50,366        $ 51,540
</TABLE>

Note: The consolidated  balance sheet at December 31, 2004 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


<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,
<S>                                           <C>          <C>          <C>           <C>
                                              2005         2004         2005          2004
Revenues:
  Rental income                             $ 7,825      $ 7,690       $15,502      $15,347
  Other income                                  431          395           819          741
  Casualty gains (Note D)                        --           31           155           31
      Total revenues                          8,256        8,116        16,476       16,119

Expenses:
  Operating                                   3,477        3,297         7,571        6,724
  General and administrative                    143          156           248          302
  Depreciation                                1,847        1,853         3,734        3,691
  Interest                                    1,035          625         1,936        1,252
  Property taxes                                584          494         1,220          989
  Bad debt expense                               61           62           127          110
      Total expenses                          7,147        6,487        14,836       13,068

Income before minority interest               1,109        1,629         1,640        3,051

Distributions to minority interest
  partner in excess of investment
  (Note C)                                     (129)          --          (375)          --

Net income                                   $ 980       $ 1,629       $ 1,265      $ 3,051

Net income allocated to general
  partners (5%)                               $ 49         $ 81         $ 63         $ 152

Net income allocated to limited
  partners (95%)                                931        1,548         1,202        2,899

                                             $ 980       $ 1,629       $ 1,265      $ 3,051

Net income per limited partnership
  unit                                      $ 1,434      $ 2,385       $ 1,852      $ 4,467

Distributions per limited partnership
  unit                                      $ 1,275        $ --        $ 3,669        $ --

</TABLE>

         See Accompanying Notes to Consolidated Financial Statements


<PAGE>




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


<TABLE>
<CAPTION>

                                       Limited                   Investor
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

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

Partners' deficit at
   December 31, 2004                     649         $(3,210)    $(60,206)    $(63,416)

Distributions to partners                 --            (125)      (2,381)      (2,506)

Net income for the six months
   ended June 30, 2005                    --              63        1,202        1,265

Partners' deficit at
   June 30, 2005                         649         $(3,272)    $(61,385)    $(64,657)
</TABLE>


         See Accompanying Notes to Consolidated Financial Statements


<PAGE>



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

                                                                    Six Months Ended
                                                                        June 30,
<S>                                                                 <C>          <C>
                                                                    2005         2004
Cash flows from operating activities:
  Net income                                                      $ 1,265      $ 3,051
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Distributions to minority interest partner in excess of
      investment                                                      375           --
     Casualty gain                                                   (155)         (31)
     Depreciation                                                   3,734        3,691
     Amortization of loan costs                                        71          215
     Bad debt expense, net                                            127          110
     Change in accounts:
      Receivables and deposits                                       (135)      (1,094)
      Other assets                                                    890          545
      Accounts payable                                                (48)        (395)
      Tenant security deposit liabilities                              21          (81)
      Other liabilities                                               (22)        (171)
           Net cash provided by operating activities                6,123        5,840

Cash flows from investing activities:
  Property improvements and replacements                           (2,274)      (1,528)
  Insurance proceeds received                                         164           38
  Net withdrawals from (deposits to) restricted escrows               321          (15)
           Net cash used in investing activities                   (1,789)      (1,505)

Cash flows from financing activities:
  Payments on mortgage note payable                                    --       (1,379)
  Distributions to partners                                        (2,506)          --
  Distributions to minority partner                                  (375)          --
  Loan costs paid                                                      --          (85)
           Net cash used in financing activities                   (2,881)      (1,464)

Net increase in cash and cash equivalents                           1,453        2,871
Cash and cash equivalents at beginning of period                    1,502        5,194

Cash and cash equivalents at end of period                        $ 2,955      $ 8,065

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,864      $ 1,057

Supplemental disclosure of non-cash information:
  Property improvements and replacements included in
   accounts payable                                                $ 251        $ 166
</TABLE>

At  December  31, 2004  approximately  $135,000  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, 2005.

         See Accompanying Notes to Consolidated Financial Statements


<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 AIMCO/Springhill Lake Investors GP, LLC
("AIMCO LLC" or the "Managing General Partner"),  all adjustments (consisting of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been  included.  Operating  results for the three and six months  ended June 30,
2005 are not necessarily  indicative of the results that may be expected for the
year  ending  December  31,  2005.  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, 2004.
The  Managing  General  Partner  is  a  wholly  owned  subsidiary  of  Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust.

On December 11, 2003, AIMCO  Properties,  L.P., a Delaware limited  partnership,
entered  into a Redemption  and  Contribution  Agreement  (the  "Redemption  and
Contribution Agreement") with First Winthrop Corporation, a Delaware corporation
("FWC")  and  the  sole   shareholder   of  Three  Winthrop   Properties,   Inc.
("Winthrop"),  the former  managing  general  partner of the  Partnership,  with
respect to the  acquisition of its general  partner  interest in the Partnership
(the "MGP  Interest") by an affiliate of AIMCO  Properties,  L.P., the operating
partnership of AIMCO.

As of the time of the execution of the Redemption and Contribution Agreement and
until such time as the transfer of the MGP Interest  from  Winthrop to AIMCO LLC
was effective, NHP Management Company ("NHP"), an affiliate of AIMCO Properties,
L.P.,  was vested with the authority to, subject to certain  limitations,  cause
Winthrop to take such actions as it deems  necessary and advisable in connection
with the  activities of the  Partnership.  The transfer of the MGP Interest from
Winthrop to AIMCO LLC became  effective on March 31, 2004.  As used herein,  the
term "Managing  General  Partner"  shall mean Winthrop,  with respect to matters
occurring  prior to March 31, 2004 and AIMCO LLC for matters  occurring from and
after March 31, 2004.

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

Note B - Transactions with Affiliated Parties

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



<PAGE>




Affiliates  of the  Managing  General  Partner  receive 3% of  residential  rent
collections  and 5% of  commercial  income  from the  Partnership's  property as
compensation for providing property management services. The Partnership paid to
such  affiliates  approximately  $483,000  and $479,000 for the six months ended
June 30, 2005 and 2004, respectively, which is included in operating expense.

An  affiliate  of  the  Managing   General   Partner   charged  the  Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$181,000  and  $210,000  for the six  months  ended  June  30,  2005  and  2004,
respectively, which is included in general and administrative expenses.

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, 2005 and
2004. These fees are included in general and administrative expenses.

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,   general
liability 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,  2005 and 2004,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $298,000 and $288,000 for insurance  coverage and fees associated
with policy claims administration.

Note C - Minority Interest

The  limited  partnership  interest  of  Theodore  N.  Lerner  in the  operating
partnerships   is  reflected  as  a  minority   interest  in  the   accompanying
consolidated  financial  statements.  Minority  interest in net  earnings of the
operating  partnerships  recorded by the Partnership was zero for the six months
ended June 30,  2005 and 2004.  During the six  months  ended June 30,  2005 and
2004, 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  interest balance to zero.
For the six months ended June 30, 2005,  distributions to the minority  interest
partner of approximately  $375,000 were made in excess of the minority partner's
investment in the operating  partnerships.  There were no distributions  for the
six  months  ended  June  30,  2004.  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. Cumulative distributions
to the minority partner in excess of investment totaled approximately $5,195,000
and $2,083,000 at June 30, 2005 and 2004,  respectively.  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,  2005  and  2004,
approximately $398,000 and $578,000, respectively, in earnings were allocated to
the  majority  partner to recover  previous  losses  recognized.  Earnings  will
continue to be  allocated  to the majority  partner to recover  previous  losses
recognized until such time as the net amount of approximately $2,737,000 at June
30, 2005 is recovered.

Note D - Casualty Gain

During the six months  ended June 30,  2005,  a casualty  gain of  approximately
$93,000 was recorded at the Partnership's investment property related to a power
loss to one of the property's  chillers which resulted in some flooding  damage.
The gain was the result of the receipt of  insurance  proceeds of  approximately
$93,000. The damaged equipment was fully depreciated.

During the six months  ended June 30,  2005,  a casualty  gain of  approximately
$62,000 was recorded at the Partnership's  investment property related to a fire
that occurred in September  2004 which caused  damage to the business  office at
the  property.  The gain was the result of the receipt of insurance  proceeds of
approximately  $71,000  offset  by the  write  off of  approximately  $9,000  of
undepreciated property improvements and replacements.

During September 2003,  Hurricane Isabel caused damages to some of the apartment
buildings at the property.  During the six months ended June 30, 2004,  all work
was completed to repair the damage and the property  recorded a casualty gain of
approximately  $31,000.  The gain was the  result of the  receipt  of  insurance
proceeds  of   approximately   $38,000   offset  by   approximately   $7,000  of
undepreciated damaged assets being written off.

Note E - Casualty Event

On June 13, 2005, a fire  damaged  thirty three units in three  buildings at the
Partnership's  investment  property.  The Managing  General Partner is currently
evaluating  the status of the three  buildings  damaged in the fire. The current
plan  is to  complete  repairs  at one of the  buildings  which  sustained  only
electrical and smoke damage.  The other two buildings were severely  damaged and
the current plan is to not rebuild these two buildings.  Insurance  proceeds are
expected to be received  which will cover any  replacement  costs along with the
insurable value of the buildings not restored.

Note F - Contingencies

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General Partner, are defendants in a lawsuit alleging
that they willfully violated the Fair Labor Standards Act ("FLSA") by failing to
pay  maintenance  workers  overtime  for all hours worked in excess of forty per
week.  The  complaint  attempts to bring a collective  action under the FLSA and
seeks to certify state subclasses in California,  Maryland,  and the District of
Columbia.  Specifically,  the plaintiffs  contend that AIMCO Properties L.P. and
NHP Management  Company failed to compensate  maintenance  workers for time that
they were required to be "on-call".  Additionally,  the complaint  alleges AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
plaintiffs  to  provide  notice  of the  collective  action  to  all  non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  Although the
outcome of any litigation is uncertain, AIMCO Properties,  L.P. does not believe
that  the  ultimate   outcome  will  have  a  material  adverse  effect  on  its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters involving it or its investment property that are not of a routine nature
arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such  agencies in  connection  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection with the ownership,  operation and management of its property, the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its property.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  minimize  the  effects  that mold could have on  residents.  To date,  the
Partnership  has not  incurred  any material  costs or  liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Managing General Partner can make no
assurance  that  liabilities  resulting from the presence of or exposure to mold
will  not have a  material  adverse  effect  on the  Partnership's  consolidated
financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.


<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's sole asset is a 2,899 unit apartment  complex,  which consists
of apartment  and townhouse  units and a four-store  shopping  center,  known as
Springhill Lake Apartments located in Greenbelt, Maryland. Average occupancy for
the six months ended June 30, 2005 and 2004 was 92% and 95%,  respectively.  The
decrease in occupancy is primarily  attributable  to tenants leaving to purchase
homes and property management raising the qualifying  conditions for prospective
tenants in order to attract a more stable tenant population.

The  Partnership's  financial  results depend upon a number of factors including
the ability to attract and maintain tenants at the investment property, interest
rates on mortgage  loans,  costs  incurred to operate the  investment  property,
general economic conditions and weather. As part of the ongoing business plan of
the  Partnership,  the  Managing  General  Partner  monitors  the rental  market
environment of its investment  property to assess the  feasibility of increasing
rents, maintaining or increasing occupancy levels and protecting the Partnership
from increases in expenses.  As part of this plan, the Managing  General Partner
attempts  to  protect  the  Partnership  from the  burden  of  inflation-related
increases  in  expenses  by  increasing  rents and  maintaining  a high  overall
occupancy  level.   However,   the  Managing  General  Partner  may  use  rental
concessions and rental rate reductions to offset  softening  market  conditions,
accordingly,  there is no guarantee  that the Managing  General  Partner will be
able to sustain such a plan.  Further,  a number of factors that are outside the
control of the  Partnership  such as the local economic  climate and weather can
adversely or positively affect the Partnership's financial results.

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2005 was
approximately   $1,265,000   compared  to   approximately   $3,051,000  for  the
corresponding period in 2004. Income before minority interest for the six months
ended June 30,  2005 was  approximately  $1,640,000  compared  to  approximately
$3,051,000 for the  corresponding  period in 2004. The  Partnership's net income
for the three months ended June 30, 2005 was approximately  $980,000 compared to
approximately  $1,629,000 for the  corresponding  period in 2004.  Income before
minority  interest for the three  months  ended June 30, 2005 was  approximately
$1,109,000 compared to approximately  $1,629,000 for the corresponding period in
2004.  The  decrease in income  before  minority  interest for the three and six
months  ended June 30, 2005 is  primarily  due to an increase in total  expenses
partially offset by an increase in total revenues.

<PAGE>


The  increase in total  revenues is due to an increase in rental  income,  other
income and for the six months ended June 30, 2005,  the  recognition of casualty
gains.  Rental income increased due to an increase in the average rental rate at
the  Partnership's  investment  property  partially  offset  by  a  decrease  in
occupancy  as discussed  above.  Other  income  increased  due to an increase in
resident utility  reimbursements  and lease cancellation fees at Springhill Lake
Apartments.

During the six months  ended June 30,  2005,  a casualty  gain of  approximately
$93,000 was recorded at the Partnership's investment property related to a power
loss to one of the property's  chillers which resulted in some flooding  damage.
The gain was the result of the receipt of  insurance  proceeds of  approximately
$93,000. The damaged equipment was fully depreciated.

During the six months  ended June 30,  2005,  a casualty  gain of  approximately
$62,000 was recorded at the Partnership's  investment property related to a fire
that occurred in September  2004 which caused  damage to the business  office at
the  property.  The gain was the result of the receipt of insurance  proceeds of
approximately  $71,000  offset  by the  write  off of  approximately  $9,000  of
undepreciated property improvements and replacements.

During September 2003,  Hurricane Isabel caused damages to some of the apartment
buildings at the property.  During the six months ended June 30, 2004,  all work
was completed to repair the damage and the property  recorded a casualty gain of
approximately  $31,000.  The gain was the  result of the  receipt  of  insurance
proceeds  of   approximately   $38,000   offset  by   approximately   $7,000  of
undepreciated damaged assets being written off.

Total expenses for the six months ended June 30, 2005 increased due to increases
in  operating,  depreciation,  interest,  property  tax  and bad  debt  expenses
partially offset by a decrease in general and administrative expenses. Operating
expense  increased  due to an increase in property and  administrative  expenses
offset by a decrease in maintenance expenses. Property expenses increased due to
increases in salaries and related  employee  benefits and utility costs,  mainly
natural gas.  Administrative  expenses  increased  due to increases in temporary
agency help and an increase in the business license and permits that is required
to be paid  for  each  unit at the  investment  property.  Maintenance  expenses
decreased  due to  decreases  in  contract  services  as more  work is now being
performed by on-site employees.  Depreciation  expense increased due to property
improvements and replacements  placed into service during the past twelve months
which are now being  depreciated.  Interest expense increased due to a change in
the monthly variable interest rate on the property's mortgage and to an increase
in the mortgage principal balance during the third quarter of 2004. Property tax
expense  increased due to an increase in the assessed value of the Partnership's
investment  property by the local taxing  authority.  Bad debt expense increased
slightly due to a number of evictions of residents.

Total  expenses  for the three  months  ended  June 30,  2005  increased  due to
increases in operating, interest and property tax expenses partially offset by a
decrease in general and  administrative  expense as  discussed  above and below.
Depreciation  and  bad  debt  expenses  remained   relatively  constant  between
comparable periods.

General and administrative expenses decreased for the three and six months ended
June 30, 2005 due to a decrease  in  accountable  reimbursements  charged to the
Partnership in accordance  with the Partnership  Agreement.  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.

The  limited  partnership  interest  of  Theodore  N.  Lerner  in the  operating
partnerships   is  reflected  as  a  minority   interest  in  the   accompanying
consolidated  financial  statements.  Minority  interest in net  earnings of the
operating  partnerships  recorded by the Partnership was zero for the six months
ended June 30,  2005 and 2004.  During the six  months  ended June 30,  2005 and
2004, 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 six months ended June 30, 2005,  distributions to the minority  interest
partner of approximately  $375,000 were made in excess of the minority partner's
investment in the operating  partnerships.  There were no distributions  for the
six  months  ended  June  30,  2004.  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. Cumulative distributions
to the minority partner in excess of investment totaled approximately $5,195,000
and $2,083,000 at June 30, 2005 and 2004,  respectively.  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,  2005  and  2004,
approximately $398,000 and $578,000, respectively, in earnings were allocated to
the  majority  partner to recover  previous  losses  recognized.  Earnings  will
continue to be  allocated  to the majority  partner to recover  previous  losses
recognized until such time as the net amount of approximately $2,737,000 at June
30, 2005 is recovered.

Liquidity and Capital Resources

At June 30, 2005, the Partnership had cash and cash equivalents of approximately
$2,955,000 as compared to  approximately  $8,065,000 at June 30, 2004.  Cash and
cash equivalents increased  approximately  $1,453,000 from December 31, 2004 due
to approximately  $6,123,000 of cash provided by operating  activities offset by
approximately  $2,881,000 and $1,789,000 of cash used in financing and investing
activities,  respectively.  Cash  used  in  investing  activities  consisted  of
property  improvements  and  replacements  partially offset by the withdrawal of
restricted escrows and the receipt of insurance proceeds. Cash used in financing
activities  consisted of distributions to partners.  The Partnership invests its
working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Managing  General  Partner
monitors  developments  in the  area of legal  and  regulatory  compliance.  For
example,  the  Sarbanes-Oxley  Act  of  2002  mandates  or  suggests  additional
compliance  measures  with  regard to  governance,  disclosure,  audit and other
areas.  In light of these changes,  the  Partnership  expects that it will incur
higher  expenses  related to compliance.  Capital  improvements  planned for the
Partnership's property are detailed below.

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $2,390,000 of capital  improvements at Springhill Lake Apartments
consisting  primarily of structural  improvements,  appliances,  water and sewer
upgrades,  roof and floor covering replacements,  water heater, air conditioning
and  plumbing  upgrades,   exterior  painting  and  major   landscaping.   These
improvements  were funded from  operations,  replacement  reserves and insurance
proceeds.  The Partnership  regularly evaluates the capital improvement needs of
the  property  during  the  year.  During  2005,  the  Partnership   anticipates
completing the repairs and  improvements at the property  required to be made in
connection  with the July  2004  refinancing  of the  mortgage  encumbering  the
property.  In  connection  with  the  refinancing,  approximately  $675,000  was
deposited in an escrow  account to fund such repairs and  improvements.  At June
30,  2005,  the  balance  in the  escrow  account  was  approximately  $214,000.
Additional  improvements and routine capital expenditures are anticipated during
2005.  Such capital  expenditures  will depend on the physical  condition of the
property as well as replacement  reserves and 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
capital improvements are completed the Partnership's distributable cash flow, if
any, may be adversely affected at least in the short term.

On June 13, 2005, a fire  damaged  thirty three units in three  buildings at the
Partnership's  investment  property.  The Managing  General Partner is currently
evaluating  the status of the three  buildings  damaged in the fire. The current
plan  is to  complete  repairs  at one of the  buildings  which  sustained  only
electrical and smoke damage.  The other two buildings were severely  damaged and
the current plan is to not rebuild these two buildings.  Insurance  proceeds are
expected to be received  which will cover any  replacement  costs along with the
insurable value of the buildings not restored.

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  $113,500,000  requires  monthly  payments of interest until its
maturity.  The  mortgage  bears  interest  at a variable  rate and has a balloon
payment of $113,500,000 due on August 1, 2011. The interest rate on the variable
rate loan is the Freddie Mac discounted  mortgage-backed  security index plus 63
basis points. The rate was 3.486% at June 30, 2005. 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, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                    Six Months       Per Limited        Six Months       Per Limited
                      Ended          Partnership          Ended          Partnership
                  June 30, 2005          Unit         June 30, 2004          Unit
<S>                   <C>               <C>                <C>               <C>

Operations            $2,506            $3,669             $ --              $ --
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the timing of the debt maturity,  property sale and/or refinancing.
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
significant  additional  distributions to its partners during 2005 or subsequent
periods.



<PAGE>


Other

AIMCO and its affiliates owned 522.65 limited partnership units (the "Units") in
the Partnership representing 80.53% of the outstanding Units at June 30, 2005. A
number of these Units were  acquired  pursuant to tender offers made by AIMCO or
its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will  acquire
additional  Units in  exchange  for cash or a  combination  of cash and units in
AIMCO  Properties,  L.P.,  the operating  partnership  of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  80.53%  of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles   generally  accepted  in  the  United  States,   which  require  the
Partnership to make estimates and assumptions.  The Partnership believes that of
its significant  accounting policies,  the following may involve a higher degree
of judgment and complexity.

Impairment of Long-Lived Assets

The  Partnership's  investment  property is recorded at cost,  less  accumulated
depreciation,  unless considered impaired.  If events or circumstances  indicate
that the carrying amount of the property may be impaired,  the Partnership  will
make an assessment of its  recoverability by estimating the undiscounted  future
cash flows,  excluding interest charges, of the property. If the carrying amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  property.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
asset.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Commercial  building  lease  terms are  generally  for terms of 3 to 10 years or
month  to  month.   The  Partnership  will  offer  rental   concessions   during
particularly  slow months or in response to heavy competition from other similar
complexes  in  the  area.  Rental  income  attributable  to  leases,  net of any
concessions,  is recognized on a straight-line basis over the term of the lease.
The Partnership evaluates all accounts receivable from residents and establishes
an allowance,  after the application of security deposits,  for accounts greater
than 30 days past due on current  tenants  and all  receivables  due from former
tenants.


<PAGE>


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged  transactions,  nor does it hold or issue  financial  instruments  for
trading  purposes.  The  Partnership  is exposed to  changes in  interest  rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations.  The debt encumbering the Property bears interest at a
variable  rate.  Based on  interest  rates at June 30,  2005,  a 100 basis point
increase  or  decrease  in market  interest  rates  would  affect  net income by
approximately $1.1 million.

The  Partnership's  debt  obligations at June 30, 2005 consists of a mortgage of
$113,500,000  which is due on August 1, 2011.  The mortgage  bears interest at a
variable rate and requires  monthly payments of interest only. The interest rate
on the variable rate loan is the Freddie Mac discounted mortgage-backed security
index  ("DMBS") plus 63 basis  points.  The rate was 3.486% at June 30, 2005 and
resets  monthly.  Management  believes that the fair value of the  Partnership's
debt approximates its carrying value as of June 30, 2005.

ITEM 4.     CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the General  Partner,  are  defendants in a lawsuit  alleging that
they willfully  violated the Fair Labor Standards Act ("FLSA") by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The complaint  attempts to bring a collective action under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
plaintiffs  to  provide  notice  of the  collective  action  to  all  non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  Although the
outcome of any litigation is uncertain, AIMCO Properties,  L.P. does not believe
that  the  ultimate   outcome  will  have  a  material  adverse  effect  on  its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.



<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                                    SPRINGHILL LAKE INVESTORS LIMITED
PARTNERSHIP


                                    By:   AIMCO/Springhill Lake Investors GP,
LLC
                                          Managing General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


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


                                    Date: August 15, 2005



<PAGE>


                Springhill Lake Investors Limited Partnership

                                Index to Exhibits

3.4               Amended  and  Restated  Limited  Partnership  Agreement  and
                  Certificate  of  Amendment  of  Springhill   Lake  Investors
                  Limited Partnership(1)

3.4   (a)         Amendment  to  Amended  and  Restated  Limited   Partnership
                  Agreement of Springhill Lake Investors  Limited  Partnership
                  dated August 23, 1995 (2)

10    (a)         Amended  and  Restated  Limited  Partnership  Agreement  and
                  Certificate  of Amendment of First  Springhill  Lake Limited
                  Partnership (Partnership Agreements of Second - Ninth
                  Springhill  Lake  Limited   Partnerships  are  substantially
                  identical)(1)

      (p)         Maryland Amended and Restated  Multifamily Note dated July 22,
                  2004 between Springhill Lake Investors Limited Partnership and
                  GMAC Commercial Mortgage Corporation (3)

      (q)         Amended and Restated  Limited  Guaranty dated July 22, 2004 by
                  AIMCO  Properties,  L.P.,  for the benefit of GMAC  Commercial
                  Mortgage Corporation (3)

      (r)         Amended and Restated  Payment  Guaranty dated July 22, 2004 by
                  the Operating Partnerships (3)

      (s)         Repair  Escrow  Agreement  dated  July 22,  2004  between  the
                  Springhill   Lake  Investors   Limited   Partnership  and  the
                  Operating    Partnerships   and   GMAC   Commercial   Mortgage
                  Corporation (3)

      (t)         Replacement  Reserve Agreement dated July 22, 2004 between the
                  Springhill   Lake  Investors   Limited   Partnership  and  the
                  Operating    Partnerships   and   GMAC   Commercial   Mortgage
                  Corporation (3)

      (u)         Maryland  Amended and Restated  Promissory Note dated July 22,
                  2004 between Springhill Lake Investors Limited Partnership and
                  the Operating Partnerships (3)

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  of  the  equivalent  of the  Chief  Executive
                  Officer and Chief  Financial  Officer  Pursuant to 18 U.S.C.
                  Section  1350,  as Adopted  Pursuant  to Section  906 of the
                  Sarbanes-Oxley Act of 2002.

(1)               Incorporated   herein  by  reference  to  the   Registrant's
                  Registration  Statement on Form 10 dated April 30, 1986,  as
                  thereafter amended.

(2)               Incorporated   herein  by  reference  to  the   Registrant's
                  Current  Report on Form 8-K dated August 23, 1995,  as filed
                  September 5, 1995.

(3)               Incorporated  herein by reference to the Registrant's  Current
                  Report on Form 8-K dated  July 22,  2004,  as filed  August 4,
                  2004.



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed  this  quarterly  report on Form 10-Q of  Springhill  Lake
      Investors Limited Partnership;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  August 15, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice  President  of  AIMCO/Springhill
                                    Lake  Investors  GP, LLC,  equivalent of the
                                    chief executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed  this  quarterly  report on Form 10-Q of  Springhill  Lake
      Investors Limited Partnership;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  August 15, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice  President  of  AIMCO/Springhill   Lake
                                    Investors  GP, LLC  equivalent  of the chief
                                    financial officer of the Partnership


<PAGE>



Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with  the  Quarterly  Report  on Form  10-Q of  Springhill  Lake
Investors  Limited  Partnership  (the  "Partnership"),  for the quarterly period
ended June 30, 2005 as filed with the Securities and Exchange  Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the Chief
Executive  Officer of the Partnership,  and Stephen B. Waters, as the equivalent
of the Chief  Financial  Officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 15, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 15, 2005


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.