FORM 10-Q--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



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

                                    Form 10-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, 2001

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


             For the transition period from _________to _________

                         Commission file number 0-14569


                SPRINGHILL  LAKE INVESTORS  LIMITED  PARTNERSHIP
       (Exact name of small business issuer as specified in its charter)



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

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

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


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


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

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

<TABLE>
<CAPTION>

                                                         September 30,    December 31,
                                                              2001            2000
                                                          (unaudited)        (Note)
Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                 $ 887          $ 2,447
   Receivables and deposits                                    3,350           1,663
   Restricted escrows                                          2,504           2,022
   Other assets                                                  564           1,416
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                117,627         110,716
                                                             123,460         116,549
      Less accumulated depreciation                          (63,892)        (59,137)
                                                              59,568          57,412
                                                            $ 66,873        $ 64,960
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                         $ 1,867         $ 1,512
   Due to affiliates                                              12             187
   Accrued property taxes                                        479              --
   Tenant security deposit liabilities                           729             567
   Other liabilities                                             676             623
   Advances from affiliate                                     1,632           2,233
   Mortgage note payable                                      52,295          53,689

Minority interest                                              5,416          4,529

Partners' (Deficit) Capital
   General partners                                           (2,672)         (2,779)
   Limited partners (649 units issued and
      outstanding)                                             6,439           4,399
                                                               3,767           1,620
                                                            $ 66,873        $ 64,960

Note: The balance sheet at December 31, 2000,  has been derived from the audited
      financial statements at that date but does not include all the information
      and footnotes required by accounting  principles generally accepted in the
      United States for complete financial statements. Certain amounts have been
      reclassified  to conform to the  presentation  of the  September  30, 2001
      balance sheet.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>
b)

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

<TABLE>
<CAPTION>
                                            Three Months Ended         Nine Months Ended
                                              September 30,              September 30,
                                            2001          2000         2001         2000
Revenues:
<S>                                        <C>          <C>          <C>          <C>
  Rental income                            $ 7,468      $ 6,836      $22,159      $18,718
  Other income                                 311          393          977        1,027
      Total revenues                         7,779        7,229       23,136       19,745

Expenses:
   Operating                                 3,269        2,516        9,184        7,723
   General and administrative                  190          293          537          563
   Depreciation                              1,666        1,462        4,813        4,137
   Interest                                  1,309        1,326        3,962        3,929
   Property taxes                              478          438        1,394        1,330
   Bad debt expense, net                        57          133          212          364
      Total expenses                         6,969        6,168       20,102       18,046

Income before minority interest                810        1,061        3,034        1,699

Minority interest in net income
   of operating partnerships                  (287)        (298)        (887)        (554)

Net income                                  $ 523        $ 763       $ 2,147      $ 1,145

Net income allocated to general
  partners (5%)                             $ 26          $ 38        $ 107         $ 57
Net income allocated to limited
   partners (95%)                              497          725        2,040        1,088

                                            $ 523        $ 763       $ 2,147      $ 1,145

Net income per limited partnership
  unit                                      $ 765       $ 1,117      $ 3,143      $ 1,676

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

c)

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


<TABLE>
<CAPTION>
                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

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

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

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

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

Partners' (deficit) capital at
   December 31, 2000                     649         $(2,779)     $ 4,399     $ 1,620

Net income for the nine months
   ended September 30, 2001               --             107        2,040      2,147

Partners' (deficit) capital at
   September 30, 2001                    649         $(2,672)     $ 6,439    $ 3,767

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                                     Nine Months Ended
                                                                       September 30,
                                                                     2001         2000
Cash flows from operating activities:
<S>                                                                 <C>          <C>
  Net income                                                        $ 2,147      $ 1,145
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Minority interest in net income of operating
      partnerships                                                      887          554
     Depreciation                                                     4,813        4,137
     Amortization of loan costs                                         102           83
     Bad debt expense, net                                              212          364
     Change in accounts:
      Receivables and deposits                                       (1,899)      (2,048)
      Other assets                                                      750          826
      Accounts payable                                                  (85)         165
      Tenant security deposit liabilities                               162           63
      Other liabilities                                                  84          234
      Due to affiliates                                                (175)         185
      Accrued property taxes                                            479          451
           Net cash provided by operating activities                  7,477        6,159

Cash flows from investing activities:
  Property improvements and replacements                             (6,560)      (5,606)
  Net deposits to restricted escrows                                   (482)        (105)
           Net cash used in investing activities                     (7,042)      (5,711)

Cash flows from financing activities:
  Payments on mortgage note payable                                  (1,394)      (1,134)
  Payments on advances from affiliate                                (1,287)          --
  Advance from affiliate                                                686        1,629
           Net cash (used in) provided by financing activities       (1,995)         495

Net (decrease) increase in cash and cash equivalents                 (1,560)         943
Cash and cash equivalents at beginning of period                      2,447        2,343
Cash and cash equivalents at end of period                           $ 887       $ 3,286

Supplemental disclosure of cash flow information:
  Cash paid for interest, including approximately $172 and
    $0, respectively, to an affiliate                               $ 3,874      $ 3,417

Supplemental disclosure of non-cash flow activity:
  Property improvements and replacements included in
    accounts payable                                                $ 1,348      $ 1,213

Included in property  improvements  and  replacements  for the nine months ended
September  30,  2001 are  approximately  $908,000  of  improvements  which  were
included in accounts payable at December 31, 2000.

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Springhill Lake
Investors  Limited  Partnership (the  "Partnership"  or "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-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 month  periods  ended
September 30, 2001,  are not  necessarily  indicative of the results that may be
expected for the year ending December 31, 2001. For further  information,  refer
to the consolidated  financial  statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2000.
The  Managing  General  Partner is an  affiliate  of  Apartment  Investment  and
Management Company ("AIMCO"), a publicly traded real estate investment trust.

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Partnership  and its 86.66%  general  partnership  interest in  Springhill  Lake
Limited Partnerships I through IX and Springhill  Commercial Limited Partnership
(the "Operating Partnerships"). The limited partner'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.

Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas  and  major  customers.  As  defined  in  SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The  Managing  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the consolidated financial statements as currently presented.

Reclassifications

Certain  of the 2000  balances  have been  reclassified  to  conform to the 2001
presentation.

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.

The following  transactions with affiliates of the Managing General Partner were
charged to expense for the nine months ended September 30, 2001 and 2000:

                                                         2001          2000
                                                           (in thousands)
     Property management fees (included in
       operating expenses)                              $ 684          $ 570
     Reimbursement for services of affiliates
       (included in general and administrative
       expense and investment property)                  2,132           415
     Asset management fee (included in general
       and administrative expense)                          78            78
     Annual administration fee (included in
       general and administrative expense)                   5             5

Affiliates of the Managing  General Partner are entitled to receive 3% of tenant
rent  collections  and 5% of  store  commercial  income  from  the  Registrant's
property for providing property management services. The Registrant paid to such
affiliates  approximately  $684,000  and  $570,000  for the  nine  months  ended
September 30, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses amounting to approximately  $2,132,000 and
$415,000 for the nine months ended  September  30, 2001 and 2000,  respectively.
Included  in  these  amounts  at  September  30,  2001  are   reimbursements  of
approximately  $1,727,000 for construction  oversight costs.  There were no such
expenditures at September 30, 2000.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned   approximately   $78,000  and  $5,000  in  asset   management  fees  and
administrative fees,  respectively,  for each of the nine months ended September
30, 2001 and 2000.

At September 30, 2001 and December 31, 2000,  the  Partnership  owed advances of
approximately  $1,632,000 and $2,233,000,  respectively,  to an affiliate of the
Managing General Partner.  Accrued interest thereon of approximately $12,000 and
$30,000,  respectively,  is included in due to  affiliates.  These advances bear
interest at the prime rate plus 2%, and the Partnership recognized approximately
$154,000 and $37,000 in interest  expense during the nine months ended September
30, 2001 and 2000, respectively. During the nine months ended September 30, 2001
and 2000,  the  Partnership  received  advances of  approximately  $686,000  and
$1,629,000,  respectively, and made payments of approximately $1,287,000 and $0,
respectively.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 447.15 limited  partnership  units
(the "Units") in the Partnership representing 68.90% of the outstanding Units at
September  30,  2001. 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 make one or more additional offers to
acquire additional limited partnership  interests in the Partnership for cash or
in  exchange  for  units  in the  operating  partnership  of  AIMCO.  Under  the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action  with  respect  to a  variety  of  matters.  As a result  of its
ownership of 68.90% of the outstanding  Units, AIMCO is in a position to control
all voting  decisions  with respect to the  Registrant.  When voting on matters,
AIMCO would in all likelihood  vote the Units it acquired in a manner  favorable
to the interest of the Managing  General Partner because of its affiliation with
the Managing General Partner.

Note C - Casualty

On April 19, 2001, a fire occurred at Springhill  Lake  Apartments  damaging two
buildings.  Negotiations concerning this casualty are ongoing with the insurance
carrier.  Thus, the financial statement impact cannot be practicably  determined
at this time.  The  Partnership  does not expect to  recognize  a loss from this
event.

Note D - Legal Proceedings

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

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


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

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

The Operating  Partnerships'  investment property is a complex which consists of
apartment and townhouse units and an eight store shopping center.  The following
table sets forth the average occupancy of the property for the nine months ended
September 30, 2001 and 2000:

                                                            Average
                                                           Occupancy
                                                       2001          2000
       Springhill Lake Apartments
          Greenbelt, Maryland                          97%            87%

The increase in occupancy is due to significant  renovation  and  beautification
efforts at the property.  Additionally,  emphasis was placed on quickly readying
vacant units for occupancy and implementing new marketing strategies.

Results of Operations

The  Registrant's  net income for the nine months ended  September  30, 2001 was
approximately   $2,147,000   compared  to   approximately   $1,145,000  for  the
corresponding  period in 2000. The  Registrant's net income for the three months
ended September 30, 2001 was  approximately  $523,000  compared to approximately
$763,000 for the  corresponding  period in 2000. Income before minority interest
for the nine  months  ended  September  30,  2001 was  approximately  $3,034,000
compared  to  approximately  $1,699,000  for the  corresponding  period in 2000.
Income before  minority  interest for the three months ended  September 30, 2001
was  approximately  $810,000  compared  to  approximately   $1,061,000  for  the
corresponding  period in 2000. The increase in income before  minority  interest
for the three and nine months ended  September  30, 2001 is primarily the result
of an  increase  in total  revenues  partially  offset by an  increase  in total
expenses.  The  increase  in total  revenues is  attributable  to an increase in
rental income offset by a decrease in other income.  Rental income increased due
to a significant  increase in occupancy at the property as discussed above and a
decrease in concessions offered to tenants. Other income decreased primarily due
to a decrease in interest income and tenant reimbursements.

Total expenses increased primarily due to an increase in operating, depreciation
and  property  tax  expenses  partially  offset by a  decrease  in  general  and
administrative and bad debt expenses.  Operating expense increased primarily due
to an  increase  in utility  expenses,  especially  natural  gas,  interior  and
exterior common area painting projects,  insurance  premiums,  contract work and
property  management  expenses  which is charged as a percentage  of tenant rent
collections.  Depreciation  expense  increased due to the  completion of capital
improvements  and  replacements  at the property  during the past twelve  months
which  are now being  depreciated.  Property  tax  expense  increased  due to an
increase in the assessed value by the local taxing  authority.  Bad debt expense
decreased  due to increased  occupancy and tenant  retention and the  renovation
project attracting more desirable tenants.  General and administrative  expenses
decreased due to a decrease in  reimbursements  to the Managing  General Partner
allowed under the  Partnership  Agreement  associated with its management of the
Partnership.  In addition to these  reimbursements,  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.

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

Liquidity and Capital Resources

At  September  30,  2001,  the  Registrant  had  cash and  cash  equivalents  of
approximately  $887,000  compared to  approximately  $3,286,000 at September 30,
2000.  Cash  and  cash  equivalents  decreased  approximately  $1,560,000  since
December 31, 2000 due to approximately $7,042,000 and $1,995,000 of cash used in
investing and financing activities,  respectively, which was partially offset by
approximately $7,477,000 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 escrow  accounts  maintained  by the mortgage
lender. Cash used in financing  activities  consisted of principal payments made
on the mortgage  encumbering the Registrant's  property and payments on advances
from affiliate partially offset by an advance from an affiliate.  The Registrant
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 Registrant and to comply with Federal,  state,
and local legal and regulatory requirements.

For  2001,  the  Partnership  budgeted  approximately   $7,176,000  for  capital
improvements  at Springhill  Lake  Apartments  consisting  primarily of flooring
replacements,    structural   improvements,   building   refurbishments,   water
submetering,  general enhancements and parking lot resurfacing.  During the nine
months ended September 30, 2001, the property completed approximately $7,000,000
of  capital  expenditures,  consisting  primarily  of  electrical  and  plumbing
upgrades,   water  submetering,   flooring  and  appliance  replacements,   roof
replacements, structural improvements,  recreational facility upgrades, swimming
pool enhancements, interior and exterior improvements and parking area upgrades.
These  improvements  were  funded  from  operating  cash  flow  and  replacement
reserves.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $52,295,000 is amortized over 120 months with a
balloon  payment of  approximately  $49,017,000  due in May 2003.  The  Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
property  prior to such maturity  date. If the property  cannot be refinanced or
sold for a  sufficient  amount,  the  Registrant  will risk losing the  property
through foreclosure.

At September 30, 2001 and December 31, 2000,  the  Partnership  owed advances of
approximately  $1,632,000 and $2,233,000,  respectively,  to an affiliate of the
Managing General Partner.  Accrued interest thereon of approximately $12,000 and
$30,000,  respectively,  is included in due to  affiliates.  These advances bear
interest at the prime rate plus 2%, and the Partnership recognized approximately
$154,000 and $37,000 in interest  expense during the nine months ended September
30, 2001 and 2000, respectively. During the nine months ended September 30, 2001
and 2000,  the  Partnership  received  advances of  approximately  $686,000  and
$1,629,000,  respectively, and made payments of approximately $1,287,000 and $0,
respectively.

The Partnership did not make any  distributions  to its partners during the nine
months ended  September 30, 2001 or 2000.  The  Partnership  is prohibited  from
making  distributions  until all advances from its affiliate are repaid.  Future
cash  distributions  will  depend  on the  levels  of net  cash  generated  from
operations,  the  availability  of cash  reserves,  and the  timing  of the debt
maturity,   refinancing,   and/or  sale  of  the  property.   The  Partnership's
distribution  policy is reviewed on a monthly  basis.  There can be no assurance
that the  Partnership  will  generate  sufficient  funds from  operations  after
planned capital expenditures to permit distributions to its partners during 2001
or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 447.15 limited  partnership  units
(the "Units") in the Partnership representing 68.90% of the outstanding Units at
September  30,  2001. 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 make one or more additional offers to
acquire additional limited partnership  interests in the Partnership for cash or
in  exchange  for  units  in the  operating  partnership  of  AIMCO.  Under  the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action  with  respect  to a  variety  of  matters.  As a result  of its
ownership of 68.90% of the outstanding  Units, AIMCO is in a position to control
all voting  decisions  with respect to the  Registrant.  When voting on matters,
AIMCO would in all likelihood  vote the Units it acquired in a manner  favorable
to the interest of the Managing  General Partner because of its affiliation with
the Managing General Partner.
<PAGE>

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents.  As 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.  To mitigate the impact of
fluctuations in U.S. interest rates, the Partnership maintains its debt as fixed
rate in nature by borrowing on a long-term  basis.  However,  the advances  made
from its affiliate to the  Partnership  bear interest at a variable  rate. As of
September  30, 2001,  the  Partnership  owes  approximately  $1,632,000  in such
advances which are repaid as the property's cash flow allows.  Based on interest
rates at September  30,  2001, a 100 basis point  increase or decrease in market
interest rates would not have a material impact on the Partnership.

The following table summarizes the  Partnership's  debt obligations at September
30, 2001.  The interest rates  represent the  weighted-average  rates.  The fair
value of the Partnership's debt is approximately $53,655,000 as of September 30,
2001.

Principal amount by expected maturity:

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

               2001                 $ 354                   9.30%
               2002                  2,049                  9.30%
               2003                 49,892                  9.30%
               Total               $52,295




<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     Legal Proceedings

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  Current  Report  on Form 8-K  dated  July 6, 2001 and filed on
                  July 13, 2001, disclosing the dismissal of Arthur Andersen LLP
                  as the Registrant's  certifying accountant and the appointment
                  of Ernst & Young  LLP as the  certifying  accountants  for the
                  year ended December 31, 2001.




<PAGE>


                                   SIGNATURES



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



                                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP


                                    By:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner


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


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


                                    Date: