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

                                    Form 10-Q

(Mark One)

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

                 For the quarterly period ended September 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                         Commission file number 0-14569


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



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

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

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


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

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


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                         September 30,    December 31,
                                                              2003            2002
                                                          (Unaudited)        (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 3,337         $ 5,559
   Receivables and deposits                                    1,383           1,854
   Restricted escrows                                          7,055           7,026
   Other assets                                                3,748           3,424
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                122,582         120,469
                                                             128,415         126,302
      Less accumulated depreciation                          (78,241)        (72,740)
                                                              50,174          53,562
                                                            $ 65,697        $ 71,425
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                         $ 1,474         $ 1,044
   Tenant security deposit liabilities                           844             774
   Other liabilities                                             601             937
   Advances from affiliate                                        --             156
   Mortgage note payable                                     111,070         113,100
                                                             113,989         116,011
Minority interest (Note E)

Partners' Deficit
   General partners                                           (2,842)         (2,797)
   Investor limited partners (649 units issued and
      outstanding)                                           (45,450)        (41,789)
                                                             (48,292)        (44,586)
                                                            $ 65,697        $ 71,425

Note: The balance  sheet at December  31, 2002 has been derived from the audited
      financial statements at that date but does not include all the information
      and footnotes required by generally accepted accounting  principles in the
      United States for complete financial statements.

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                             Three Months Ended         Nine Months Ended
                                                September 30,             September 30,
                                              2003         2002         2003          2002
Revenues:
<S>                                         <C>          <C>           <C>          <C>
  Rental income                             $ 7,693      $ 7,676       $22,733      $22,690
  Other income                                  406          410         1,094        1,025
  Casualty gain (Note D)                         --           --            83          466
      Total revenues                          8,099        8,086        23,910       24,181

Expenses:
  Operating                                   3,677        2,868        10,410        9,508
  General and administrative                    148          191           467          553
  Depreciation                                1,823        1,807         5,548        5,138
  Interest                                      635        1,205         2,068        3,691
  Property taxes                                440          474         1,388        1,404
      Total expenses                          6,723        6,545        19,881       20,294

Income before minority interest               1,376        1,541         4,029        3,887

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

Minority interest in net income
  of operating partnerships (Note E)             --         (294)           --         (783)
Net income                                  $ 1,376      $ 1,247       $ 3,044      $ 3,104

Net income allocated to general
  partners (5%)                               $ 69         $ 62         $ 152        $ 155

Net income allocated to limited
   partners (95%)                             1,307        1,185         2,892        2,949
                                            $ 1,376      $ 1,247       $ 3,044      $ 3,104

Net income per limited partnership
  unit                                      $ 2,014      $ 1,826       $ 4,456      $ 4,544

Distributions per limited partnership
  unit                                        $ --       $ 3,109       $10,097      $ 6,208

            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, 2002                     649         $(2,797)    $(41,789)    $(44,586)

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

Net income for the nine months
   ended September 30, 2003               --             152        2,892        3,044

Partners' deficit at
   September 30, 2003                    649         $(2,842)    $(45,450)    $(48,292)


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                                   Nine Months Ended
                                                                     September 30,
                                                                     2003       2002
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income                                                      $ 3,044      $ 3,104
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Distributions to minority interest partner in excess of
      investment                                                       985          --
     Minority interest in net income of operating
      partnerships                                                      --         783
     Depreciation                                                    5,548       5,138
     Casualty gain                                                     (83)       (466)
     Amortization of loan costs                                        329         102
     Bad debt expense, net                                             205         146
     Change in accounts:
      Receivables and deposits                                         266         619
      Other assets                                                    (600)     (1,371)
      Accounts payable                                                 554        (895)
      Tenant security deposit liabilities                               70          35
      Other liabilities                                               (336)       (124)
      Due to affiliates                                                 --         (99)
           Net cash provided by operating activities                 9,982       6,972

Cash flows from investing activities:
  Insurance proceeds received                                          104         445
  Property improvements and replacements                            (2,305)     (3,335)
  Net deposits to restricted escrows                                   (29)       (126)
  Refund of construction service fees from affiliate                    --       2,245
           Net cash used in investing activities                    (2,230)       (771)

Cash flows from financing activities:
  Payments on mortgage note payable                                 (2,030)     (1,507)
  Payments on advances from affiliate                                 (156)     (1,853)
  Distributions to partners                                         (6,750)     (4,241)
  Distributions to minority interest partner                          (985)       (685)
  Loan costs paid                                                      (53)         --
           Net cash used in financing activities                    (9,974)     (8,286)

Net decrease in cash and cash equivalents                           (2,222)     (2,085)
Cash and cash equivalents at beginning of period                     5,559       2,277

Cash and cash equivalents at end of period                        $ 3,337       $ 192

Supplemental disclosure of cash flow information:
  Cash paid for interest, including approximately zero and
   $30, respectively, paid to an affiliate                        $ 1,925      $ 3,610
Supplemental disclosure of non-cash information:
  Property improvements and replacements included in
   accounts payable                                                $ 370        $ 253

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

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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


Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Springhill Lake
Investors  Limited  Partnership (the  "Partnership"  or "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of Three Winthrop  Properties,  Inc. (the
"Managing General Partner" or "Three Winthrop"),  all adjustments (consisting of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  Operating  results for the three and nine months ended September
30, 2003 are not necessarily  indicative of the results that may be expected for
the year  ending  December  31,  2003.  For  further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's  Annual Report on Form 10-K for the year ended  December 31, 2002.
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate  investment trust,  effectively  controls the Managing General Partner in
its capacity as the general partner of the Registrant.

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

Recent Accounting Pronouncements

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
consolidated results of operations taken as a whole.

Note B - Transactions with Affiliated Parties

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

Affiliates  of the  Managing  General  Partner  are  entitled  to  receive 3% of
residential rent collections and 5% of commercial  income from the Partnership's
property  as  compensation  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $709,000 and $693,000 for the
nine months ended September 30, 2003 and 2002,  respectively,  which is included
in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $329,000 and
$401,000 for the nine months ended  September  30, 2003 and 2002,  respectively,
which is included in general  and  administrative  expenses.  During  2001,  the
Partnership   was  charged  by  affiliates  of  the  Managing   General  Partner
approximately  $2,245,000 for fees related to construction  management  services
for work performed  during 1999, 2000 and 2001.  These fees had been capitalized
and included in investment  property.  During the second quarter of 2002, it was
determined by the Managing  General Partner that these fees should not have been
charged and the  Partnership  was refunded the full  amount.  Accordingly,  such
previously  capitalized  fees were no longer included in investment  property at
September 30, 2002.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $78,000 in asset management fees and approximately $5,000
in administrative  fees for both the nine month periods ended September 30, 2003
and 2002. These fees are included in general and administrative expenses.

At December 31, 2002, the Partnership owed advances of approximately $156,000 to
an affiliate of the Managing General Partner.  The advance was repaid in January
2003 with interest  charged at prime plus 2% which  amounted to less than $1,000
for the nine months ended  September  30, 2003.  There were no advances  owed at
September 30, 2002.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the nine months ended September 30, 2003 and
2002,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$273,000 and $331,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

Note C - Mortgage Note Payable

On  November  14,  2002,  the  Partnership   refinanced  its  existing  mortgage
encumbering  Springhill Lake Apartments.  The refinancing  replaced the existing
mortgage  of  approximately  $50,300,000  with a new  mortgage  in the amount of
$113,100,000. The Partnership capitalized loan costs of approximately $2,058,000
during 2002 and  capitalized an additional  $53,000 during the nine months ended
September 30, 2003. In addition,  approximately  $7,026,000  was deposited in an
escrow  account  in  connection  with  the  refinancing  to be used to  complete
required repairs at the property.

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

During  December 2002, the loan on Springhill Lake Apartments was transferred to
a different lender.  The credit facility  ("Permanent Credit Facility") with the
new lender has a maturity  of five years with an option for the  Partnership  to
elect one  five-year  extension.  This  Permanent  Credit  Facility also created
separate  loans for each  property  refinanced  thereunder,  which loans are not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest  rate on the variable rate loans is 85 basis points over the
Fannie Mae  discounted  mortgage-backed  security  index (1.91% at September 30,
2003), and the rate resets monthly. Each loan automatically renews at the end of
each month.  In addition,  monthly  principal  payments are required  based on a
30-year  amortization  schedule,  using the interest  rate in effect  during the
first month that the property is financed by the Permanent Credit Facility.  The
loans may be prepaid without penalty.

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

Note D - Casualty Gain

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in  damage  to  eleven  units at the  property.  During  the nine  months  ended
September 30, 2003, all work was completed to repair the damage and the property
recorded a casualty gain of  approximately  $83,000.  The gain was the result of
the  receipt  of  insurance   proceeds  of  approximately   $104,000  offset  by
approximately  $21,000 of undepreciated  property  improvements and replacements
being written off.

During April 2001 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to two  buildings at the  property.  The property  initially  received
$145,000 of insurance  proceeds  during  August 2001 and received the  remaining
balance of $445,000  in June 2002.  All work has been  completed  with the total
costs to restore the buildings totaling approximately  $595,000. A casualty gain
was recognized  during the nine months ended September 30, 2002 of approximately
$466,000 as a result of the receipt of $590,000 in total insurance proceeds less
the write-off of approximately $124,000 in undepreciated assets.

Note E - Minority Interest

The limited partnership interest in the operating partnerships is reflected as a
minority interest in the accompanying consolidated financial statements.  Income
allocated to the minority  partner for the nine months ended  September 30, 2003
and 2002 was  approximately  zero and  $783,000,  respectively.  During the nine
months  ended  September  30,  2003,  the  operating  partnerships   distributed
approximately  $7,730,000 of operating and refinancing proceeds to its partners,
of  which  approximately  $985,000  was  distributed  to the  minority  interest
partner. Previous distributions to the minority interest partner during 2002 had
reduced the minority  interest  partner's  investment  balance to zero. When the
operating  partnerships make  distributions in excess of the minority  partner's
investment balance, the Partnership,  as the majority partner,  records a charge
equal to the minority partner's excess distribution over the investment balance.
The charge is classified as  distributions  to the minority  interest partner in
excess of investment on the accompanying  consolidated statements of operations.
Distributions  to  the  minority   partner  in  excess  of  investment   totaled
approximately  $985,000  for the nine months  ended  September  30,  2003.  Such
cumulative distributions to the minority partner in excess of investment totaled
approximately  $2,082,000  at September  30, 2003. No income is allocated to the
minority  partner until all previous losses  recognized by the majority  partner
are  recovered.  For the nine months ended  September  30,  2003,  approximately
$798,000 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 $1,284,000 at September 30, 2003 is recovered.

Note F - Legal Proceedings

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  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 is styled as 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. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.

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.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The  Partnership  owns no  property  other than its  interest  in the  operating
partnerships. The operating partnerships' investment property is a complex which
consists of apartment and townhouse  units and an eight store  shopping  center.
The  following  table sets forth the average  occupancy  of the property for the
nine months ended September 30, 2003 and 2002:

                                                            Average
                                                           Occupancy
                                                       2003          2002
       Springhill Lake Apartments
          Greenbelt, Maryland                          96%            97%

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2003 was
approximately  $3,044,000 compared to net income of approximately $3,104,000 for
the  corresponding  period in 2002. The  Partnership's  net income for the three
months ended  September 30, 2003 was  approximately  $1,376,000  compared to net
income of  approximately  $1,247,000  for the three months ended  September  30,
2002.  Income before  minority  interest for the nine months ended September 30,
2003 was approximately  $4,029,000 compared to approximately  $3,887,000 for the
corresponding  period in 2002.  Income  before  minority  interest for the three
months  ended  September  30,  2003 was  approximately  $1,376,000  compared  to
approximately  $1,541,000 for the corresponding  period in 2002. The increase in
income before minority  interest for the nine months ended September 30, 2003 is
primarily due to a decrease in total expenses  partially offset by a decrease in
total revenues.  The decrease in income before  minority  interest for the three
months ended  September 30, 2003 is due to an increase in total  expenses  while
total revenues remained relatively constant between the periods. The decrease in
total  revenues for the nine months ended  September 30, 2003 is due to a larger
casualty gain  recognized in 2002 compared to 2003 related to separate  fires at
the property in April 2001 and March 2002,  respectively,  slightly offset by an
increase  in both  other  and  rental  income.  Other  income  increased  due to
increases in utility  reimbursements and laundry income at the property.  Rental
income  increased  slightly due to increased  rental  rates at  Springhill  Lake
Apartments.

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in  damage  to  eleven  units at the  property.  During  the nine  months  ended
September 30, 2003, all work was completed to repair the damage and the property
recorded a casualty gain of  approximately  $83,000.  The gain was the result of
the  receipt  of  insurance   proceeds  of  approximately   $104,000  offset  by
approximately  $21,000 of undepreciated  property  improvements and replacements
being written off.

During April 2001 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to two  buildings at the  property.  The property  initially  received
$145,000 of insurance  proceeds  during  August 2001 and received the  remaining
balance of $445,000  in June 2002.  All work has been  completed  with the total
costs to restore the buildings totaling approximately  $595,000. A casualty gain
was recognized  during the nine months ended September 30, 2002 of approximately
$466,000 as a result of the receipt of $590,000 in total insurance proceeds less
the write-off of approximately $124,000 in undepreciated assets.

Total  expenses for the nine months ended  September  30, 2003  decreased due to
decreases in interest and general and  administrative  expenses partially offset
by  increases  in  operating  and  depreciation  expenses.  Property tax expense
remained relatively  constant between the comparable  periods.  Interest expense
decreased due to the  refinancing of the mortgage  encumbering  Springhill  Lake
Apartments in November 2002.  Though the mortgage  principal  balance  increased
significantly,  the  variable  interest  rate on the new loan was  significantly
lower in 2003 than the fixed  interest  rate  applicable  to the old loan during
2002.  General  and  administrative  expense  decreased  due  to a  decrease  in
accountable  reimbursements paid to an affiliate of the Managing General Partner
in accordance with the Partnership Agreement. Operating expense increased due to
an increase in maintenance expenses,  primarily interior  painting,  natural gas
costs, roof repairs and snow removal expenses, partially offset by a decrease in
salary and related  employee  expenses  at the  property.  Depreciation  expense
increased  due to property  improvements  and  replacements  placed into service
during the past twelve months which are now being depreciated.

Total  expenses for the three months ended  September 30, 2003  increased due to
increases in operating and depreciation  expenses  partially offset by decreases
in interest and general and administrative expenses, all as discussed above, and
a decrease in property tax expense. Property tax expense decreased for the three
months ended  September 30, 2003 due to an adjustment  made in the third quarter
of 2003, which was made based on the property tax bill received during that time
being lower than had been estimated earlier in the year.

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

Minority  interest  in  net  earnings  of  the  operating  partnerships  totaled
approximately  $294,000  and  $783,000  for the  three  and  nine  months  ended
September  30,  2002,  respectively.  During  the  three and nine  months  ended
September 30, 2003, the Partnership  did not recognize any minority  interest in
net earnings of the  operating  partnerships  as previous  distributions  to the
minority partner during 2002 reduced the minority interest partner's  investment
balance  to zero.  For the  three  and nine  months  ended  September  30,  2003
distributions  to the  minority  partner  of  approximately  zero and  $985,000,
respectively,  were made in excess of the minority  partner's  investment in the
operating  partnerships.  When the operating  partnerships make distributions in
excess of the minority partner's  investment  balance,  the Partnership,  as the
majority  partner,  records  a charge  equal to the  minority  partner's  excess
distribution  over  the  investment   balance.   The  charge  is  classified  as
distributions   to  the  minority   partner  in  excess  of  investment  on  the
accompanying  consolidated  statements  of  operations.   Distributions  to  the
minority partner in excess of investment totaled approximately  $985,000 for the
nine months ended  September  30, 2003.  Such  cumulative  distributions  to the
minority  partner in excess of investment  totaled  approximately  $2,082,000 at
September  30, 2003.  No income is allocated to the minority  partner  until all
previous losses  recognized by the majority partner are recovered.  For the nine
months  ended  September  30,  2003,  approximately  $798,000 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
$1,284,000 at September 30, 2003 is recovered.

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.

Liquidity and Capital Resources

At  September  30,  2003,  the  Partnership  had cash and  cash  equivalents  of
approximately  $3,337,000 as compared to approximately $192,000 at September 30,
2002. Cash and cash equivalents decreased approximately $2,222,000 from December
31,  2002  due to  approximately  $9,974,000  and  $2,230,000  of  cash  used in
financing  and  investing   activities,   respectively,   partially   offset  by
approximately $9,982,000 of cash provided by operating activities.  Cash used in
financing activities consisted of distributions to partners,  principal payments
made on the mortgage  encumbering  the  property,  payments on advances  from an
affiliate  of the  Managing  General  Partner  and  additional  loan  costs paid
relating to the 2002  mortgage  refinancing.  Cash used in investing  activities
consisted of property improvements and replacements and, to a lesser extent, net
deposits to escrow accounts  maintained by the mortgage lender  partially offset
by the  receipt of  insurance  proceeds.  The  Partnership  invests  its working
capital reserves in interest bearing accounts.

The Partnership has invested as a general partner in the operating partnerships,
and as such, receives distributions of cash flow from the operating partnerships
and is responsible for  expenditures  consisting of (i) interest  payable on the
mortgage  loan and (ii) fees  payable  to  affiliates  of the  Managing  General
Partner.  The Managing  General Partner  believes that funds  distributed by the
operating  partnerships  to the  Partnership  will  be  sufficient  to pay  such
expenditures.

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

During the nine  months  ended  September  30,  2003 the  Partnership  completed
approximately  $2,181,000 of capital  improvements at Springhill Lake Apartments
consisting primarily of structural improvements,  appliance and plumbing fixture
upgrades,   floor   covering   replacements,   cabinet   upgrades  and  interior
decorations.  These  improvements  were funded from operations.  The Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently expects to complete an additional  $325,000 which does not include any
amounts  that will be  incurred  to complete  repairs  and  improvements  at the
property required to be made in connection with the November 2002 refinancing of
the mortgage  encumbering  the  property.  In connection  with the  refinancing,
approximately $7,026,000 was deposited in an escrow account to fund such repairs
and improvements.  The additional capital improvements will consist primarily of
roofing   upgrades,   appliance  and  flooring   replacements   and   structural
improvements.  Additional  improvements may be considered and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

On  November  14,  2002,  the  Partnership   refinanced  its  existing  mortgage
encumbering  Springhill Lake Apartments.  The refinancing  replaced the existing
mortgage  of  approximately  $50,300,000  with a new  mortgage  in the amount of
$113,100,000. The Partnership capitalized loan costs of approximately $2,058,000
during 2002 and  capitalized an additional  $53,000 during the nine months ended
September 30, 2003. In addition,  approximately  $7,026,000  was deposited in an
escrow  account  in  connection  with  the  refinancing  to be used to  complete
required repairs at the property.

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

During  December 2002, the loan on Springhill Lake Apartments was transferred to
a different lender.  The credit facility  ("Permanent Credit Facility") with the
new lender has a maturity  of five years with an option for the  Partnership  to
elect one  five-year  extension.  This  Permanent  Credit  Facility also created
separate  loans for each  property  refinanced  thereunder,  which loans are not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the  Partnership  has the  option of  converting  the note to a fixed rate
loan.  The interest  rate on the variable rate loans is 85 basis points over the
Fannie Mae  discounted  mortgage-backed  security  index (1.91% at September 30,
2003), and the rate resets monthly. Each loan automatically renews at the end of
each month.  In addition,  monthly  principal  payments are required  based on a
30-year  amortization  schedule,  using the interest  rate in effect  during the
first month that the property is financed by the Permanent Credit Facility.  The
loans may be prepaid without penalty.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately   $111,070,000   requires  monthly  payments  of
principal and interest until its maturity date in September 2007 at which time a
balloon payment of  approximately  $99,693,000 will be due. The Managing General
Partner may attempt to  refinance  such  indebtedness  and/or sell the  property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Partnership  will risk  losing  the  property  through
foreclosure.

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

                                     Per Limited                         Per Limited
                Nine Months Ended    Partnership    Nine Months Ended    Partnership
                September 30, 2003       Unit       September 30, 2002       Unit

<S>                  <C>               <C>                 <C>               <C>
Refinancing          $ 2,818           $ 4,342             $ --              $ --
Operations             3,932             5,755             4,241             6,208
                     $ 6,750           $10,097           $ 4,241           $ 6,208
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves,  and the  timing  of the debt
maturity,  refinancing,  and/or property sale. The Partnership's  cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership  will generate  sufficient  funds from operations after required
capital improvement expenditures to permit further distributions to its partners
during the remainder of 2003 or subsequent periods.

Other

AIMCO and its affiliates owned 521.90 limited partnership units (the "Units") in
the Partnership  representing  80.42% of the outstanding  Units at September 30,
2003. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates  or Three  Winthrop's  affiliates.  It is possible that
AIMCO or its affiliates will acquire  additional Units in exchange for cash or a
combination  of  cash  and  units  in  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 80.42% of the outstanding  Units, AIMCO and its affiliates are in a
position  to  control  all voting  decisions  with  respect to the  Partnership.
Although  the Managing  General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the Managing  General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing  General Partner
to AIMCO, as its sole stockholder.

Recent Accounting Pronouncements

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
consolidated results of operations taken as a whole.

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
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Commercial  building  lease  terms are  generally  for terms of 3 to 10 years or
month to month. Rental income attributable to leases is recognized monthly as it
is earned and the Partnership  fully reserves  balances  outstanding over thirty
days. The Partnership will offer rental  concessions  during  particularly  slow
months or in response to heavy  competition from other similar  complexes in the
area. Any concessions given at the inception of the lease are amortized over the
life of the lease.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged  transactions,  nor does it hold or issue  financial  instruments  for
trading  purposes.  The  Partnership  is exposed to  changes in  interest  rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations.  The debt encumbering the Property bears interest at a
variable rate.  Based on interest rates at September 30, 2003, a 100 basis point
increase  or  decrease  in market  interest  rates  would  affect  net income by
approximately $1.1 million.

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

Principal amount by expected maturity:

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

        2003                 $ 679                     (1)
        2004                   2,769                   (1)
        2005                   2,829                   (1)
        2006                   2,891                   (1)
        2007                 101,902                   (1)
        Total               $111,070

(1)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index  ("DMBS") plus 85 basis points.  The rate was 1.91% at September 30,
      2003 and will reset monthly.  The Partnership has the option of converting
      to a fixed rate loan in 2005.  The loan matures in 2007 with one five-year
      extension option.

ITEM 4.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  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 is styled as 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. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

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

                  31.1        Certification  of  equivalent  of Chief  Executive
                              Officer pursuant to Securities  Exchange Act Rules
                              13a-14(a)/15d-14(a),   as  Adopted   Pursuant   to
                              Section 302 of the Sarbanes-Oxley Act of 2002.

                  31.2        Certification  of  equivalent  of Chief  Financial
                              Officer pursuant to Securities  Exchange Act Rules
                              13a-14(a)/15d-14(a),   as  Adopted   Pursuant   to
                              Section 302 of the Sarbanes-Oxley Act of 2002.

                  32.1        Certification Pursuant to 18 U.S.C. Section 1350,
                              as Adopted Pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.

            b) Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2003.




<PAGE>


                                   SIGNATURES



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



                                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP


                                    By:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner


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


                                    By:   /s/Paul J. McAuliffe
                                          Paul J. McAuliffe
                                          Vice President - Residential
                                          and Chief Financial Officer


                                    Date: November 13, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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

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

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

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

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

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

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

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

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

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

Date: November 13, 2003

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


<PAGE>




Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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

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

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

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

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

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

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

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

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

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

Date: November 13, 2003

                                    /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                Vice   President   -   Residential   and   Chief
                                Financial Officer of Three Winthrop  Properties,
                                Inc.,  equivalent of the chief financial officer
                                of the Partnership


<PAGE>


Exhibit 32.1


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



In  connection  with  the  Quarterly  Report  on Form  10-Q of  Springhill  Lake
Investors Ltd. Partnership (the  "Partnership"),  for the quarterly period ended
September 30, 2003 as filed with the Securities  and Exchange  Commission on the
date hereof (the  "Report"),  Patrick J. Foye,  as the  equivalent  of the chief
executive officer of the Partnership,  and Paul J. McAuliffe,  as the equivalent
of the chief  financial  officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2003


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


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.