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 March 31, 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
                           (Issuer's telephone number)


Indicated  by check mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during the  preceding  12 months (or for such  shorter  period  that the
registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days. Yes __X___  No _____

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


                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

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


<TABLE>
<CAPTION>

                                                           March 31,      December 31,
                                                              2005            2004
                                                          (unaudited)         (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 1,108         $ 1,502
   Receivables and deposits                                      992             943
   Restricted escrows                                            536             535
   Other assets                                                2,183           2,584
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                128,611         127,632
                                                             134,444         133,465
      Less accumulated depreciation                          (89,340)        (87,489)
                                                              45,104          45,976
                                                            $ 49,923        $ 51,540
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                           $ 97           $ 227
   Tenant security deposit liabilities                           641             654
   Other liabilities                                             452             575
   Mortgage note payable                                     113,500         113,500
                                                             114,690         114,956

Minority interest (Note C)                                       --              --

Partners' Deficit
   General partners                                           (3,278)         (3,210)
   Investor limited partners (649 units issued and
      outstanding)                                           (61,489)        (60,206)
                                                             (64,767)        (63,416)
                                                            $ 49,923        $ 51,540

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
</TABLE>



<PAGE>




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


<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                                 March 31,
                                                            2005            2004
Revenues:
<S>                                                        <C>             <C>
   Rental income                                           $ 7,677         $7,657
   Other income                                                388            346
   Casualty gains (Note D)                                     155             --
      Total revenues                                         8,220          8,003

Expenses:
   Operating                                                 4,094          3,427
   General and administrative                                  105            146
   Depreciation                                              1,887          1,838
   Interest                                                    901            627
   Property taxes                                              636            495
   Bad debt expense                                             66             48
      Total expenses                                         7,689          6,581

Income before minority interest                                531          1,422

Distributions to minority interest partner in
   excess of investment (Note C)                              (246)            --

Net income                                                  $ 285          $1,422

Net income allocated to general partners (5%)               $ 14            $ 71
Net income allocated to investor limited
   partners (95%)                                              271          1,351

                                                            $ 285          $1,422

Net income per limited partnership unit                     $ 418          $2,082

Distributions per limited partnership unit                 $ 2,394          $ --


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<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                                (82)      (1,554)      (1,636)

Net income for the three months
   ended March 31, 2005                   --              14          271          285

Partners' deficit at
   March 31, 2005                        649         $(3,278)    $(61,489)    $(64,767)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




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

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2005          2004
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 285        $ 1,422
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Distributions to minority interest partner in
      Excess of investment                                          246            --
     Casualty gain                                                 (155)           --
     Depreciation                                                 1,887         1,838
     Amortization of loan costs                                      36           108
     Bad debt expense, net                                           66            48
     Change in accounts:
      Receivables and deposits                                     (115)         (464)
      Other assets                                                  365            49
      Accounts payable                                              (77)          (15)
      Tenant security deposit liabilities                           (13)          (37)
      Other liabilities                                            (123)         (240)
         Net cash provided by operating activities                2,402         2,709

Cash flows from investing activities:
   Property improvements and replacements                        (1,077)         (831)
   Insurance proceeds received                                      164            --
   Net deposits to restricted escrows                                (1)          (12)
         Net cash used in investing activities                     (914)         (843)

Cash flows from financing activities:
   Payments on mortgage note payable                                 --          (687)
   Distributions to partners                                     (1,636)           --
   Distributions to minority partner                               (246)           --
         Net cash used in financing activities                   (1,882)         (687)

Net (decrease) increase in cash and cash equivalents               (394)        1,179

Cash and cash equivalents at beginning of period                  1,502         5,194

Cash and cash equivalents at end of period                      $ 1,108       $ 6,373

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 866         $ 517

Supplemental disclosure of non-cash information:
   Property improvements and replacements included in
     accounts payable                                             $ 82          $ --

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 three months ended March 31, 2005.


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



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


Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Springhill Lake
Investors  Limited  Partnership (the  "Partnership"  or "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of 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 months ended March 31, 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.

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  $242,000 and $240,000 for the three months ended
March 31, 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
$88,000  and  $105,000  for the three  months  ended  March  31,  2005 and 2004,
respectively, which is included in general and administrative expenses.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $25,000 in asset management fees and approximately $3,000
in administrative fees for both the three month periods ended March 31, 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  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 three months  ended March 31, 2005,  the
Partnership was charged by AIMCO and its affiliates  approximately  $190,000 for
hazard insurance coverage and fees associated with policy claims administration.
Additional  charges  will be  incurred by the  Partnership  during 2005 as other
insurance policies renew later in the year. The Partnership was charged by AIMCO
and its  affiliates  approximately  $288,000  for  insurance  coverage  and fees
associated with policy claims  administration during the year ended December 31,
2004.

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 three months
ended March 31, 2005 and 2004.  During the three months ended March 31, 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  three  months  ended  March 31,  2005,  distributions  to the  minority
interest partner of  approximately  $246,000 were made in excess of the minority
partner's investment in the operating partnerships.  There were no distributions
for the three months ended March 31, 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 $5,065,000
and $2,083,000 at March 31, 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 three  months  ended  March 31, 2005 and 2004,
approximately $162,000 and $275,000, 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  $2,843,000  at
March 31, 2005 is recovered.

Note D - Casualty Gain

During the three months ended March 31, 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 three months ended March 31, 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.

Note E - 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  responding to a
call  while  "on-call."  The  defendants  have  filed an answer  to the  amended
complaint  denying the substantive  allegations.  Oral argument  relating to the
certification of the collective  action is scheduled for May 12, 2005.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the Managing General
Partner does not believe that the ultimate  outcome will have a material adverse
effect on the  Partnership's  consolidated  financial  condition  or  results of
operations.

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

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,  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 and operation 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  eliminate,  or at least  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") is conducting a formal investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,   AIMCO  believes  the  areas  of  investigation   include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, and tax credit  transactions.
At the end of the first quarter of 2005, the SEC added certain tender offers for
limited partnership interests as an area of investigation.  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 three  months  ended March 31, 2005 and 2004 was 91% and 96%,  respectively.
The  decrease in  occupancy  is  primarily  attributable  to tenants  leaving to
purchase homes.

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 three  months  ended  March 31,  2005 was
approximately  $285,000  compared to net income of approximately  $1,422,000 for
the three months ended March 31, 2004.  Income before minority  interest for the
three  months  ended  March 31,  2005 was  approximately  $531,000  compared  to
approximately  $1,422,000 for the corresponding  period in 2004. The decrease in
income  before  minority  interest  for the three months ended March 31, 2005 is
primarily  due to an increase  in total  expenses  partially  offset by a slight
increase in total revenues. The increase in total revenues is due to an increase
in rental income,  other income and the  recognition of casualty  gains.  Rental
income  increased  due  to an  increase  in  the  average  rental  rates  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 the  Partnership's  investment
property.


<PAGE>


During the three months ended March 31, 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 three months ended March 31, 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.

Total  expenses  for the three  months  ended  March 31, 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  expenses  partially
offset by a decrease in maintenance expenses. Property expenses increased due to
increases in salaries,  related  employee  benefits  and utility  costs,  mainly
natural  gas.  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 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 due to a number of evictions of residents.

General and  administrative  expenses decreased due to a decrease in accountable
reimbursements  charged to the  Partnership in accordance  with the  Partnership
Agreement  and to a  decrease  in  the  quarterly  costs  of  communications  to
investors. 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 three months
ended March 31, 2005 and 2004.  During the three months ended March 31, 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  three  months  ended  March 31,  2005,  distributions  to the  minority
interest partner of  approximately  $246,000 were made in excess of the minority
partner's investment in the operating partnerships.  There were no distributions
for the three months ended March 31, 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 $5,065,000
and $2,083,000 at March 31, 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 three  months  ended  March 31, 2005 and 2004,
approximately $162,000 and $275,000, 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  $2,843,000  at
March 31, 2005 is recovered.

Liquidity and Capital Resources

At  March  31,  2005,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $1,108,000 as compared to  approximately  $6,373,000 at March 31,
2004. Cash and cash equivalents decreased  approximately  $394,000 from December
31, 2004 due to approximately  $914,000 and $1,882,000 of cash used in investing
and  financing  activities,  respectively,  partially  offset  by  approximately
$2,402,000  of cash  provided by  operating  activities.  Cash used in investing
activities  consisted of property  improvements and replacements and to a lesser
extent net deposits to  restricted  escrows  partially  offset by 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  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately  $1,024,000 of capital  improvements at Springhill Lake Apartments
consisting  primarily of structural  improvements,  appliances,  water and sewer
upgrades,  roof  and  floor  covering  replacements  and  HVAC  and  landscaping
upgrades. These improvements were funded from operations 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 March 31, 2005,  the
balance  in  the  escrow   account  was   approximately   $536,000.   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.

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  3.175% at March 31,  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 three months ended
March 31, 2005 and 2004 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                   Three Months      Per Limited       Three Months      Per Limited
                      Ended          Partnership          Ended          Partnership
                  March 31, 2005         Unit         March 31, 2004         Unit

<S>                   <C>               <C>                <C>               <C>
Operations            $1,636            $2,394             $ --              $ --
</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.

Other

AIMCO and its affiliates owned 522.65 limited partnership units (the "Units") in
the Partnership  representing 80.53% of the outstanding Units at March 31, 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.

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 March 31,  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 March 31, 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 3.175% at March 31, 2005 and
resets  monthly.  Management  believes that the fair value of the  Partnership's
debt approximates its carrying value as of March 31, 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 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  responding to a
call  while  "on-call."  The  defendants  have  filed an answer  to the  amended
complaint  denying the substantive  allegations.  Oral argument  relating to the
certification of the collective  action is scheduled for May 12, 2005.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the Managing General
Partner does not believe that the ultimate  outcome will have a material adverse
effect on the  Partnership's  consolidated  financial  condition  or  results of
operations.

ITEM 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: May 12, 2005



<PAGE>

                  Sringhill 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   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:  May 12, 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:  May 12, 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 March 31, 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:  May 12, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  May 12, 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.