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 March 31, 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 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___


<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

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

<TABLE>
<CAPTION>

                                                           March 31,      December 31,
                                                              2001            2000
                                                          (unaudited)        (Note)
Assets
<S>                                                         <C>              <C>
   Cash and cash equivalents                                $  1,962         $ 2,447
   Receivables and deposits                                    2,033           1,603
   Restricted escrows                                          2,301           2,022
   Other assets                                                1,075           1,416
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                112,420         110,716
                                                             118,253         116,549
      Less accumulated depreciation                          (60,699)        (59,137)
                                                              57,554          57,412
                                                            $ 64,925        $ 64,900
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                              513           1,512
   Due to affiliates                                             158             187
   Tenant security deposit liabilities                           621             567
   Other liabilities                                             945             563
   Advances from affiliate                                     2,025           2,233
   Mortgage note payable                                      53,387          53,689

Minority interest                                              4,829          4,529

Partners' (Deficit) Capital
   General partners                                           (2,738)         (2,779)
   Investor limited partners (649 units issued and
      outstanding)                                             5,185           4,399
                                                               2,447           1,620
                                                            $ 64,925        $ 64,900

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 generally  accepted  accounting  principles for
      complete financial statements.

            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
                                                                 March 31,
                                                            2001            2000
Revenues:
<S>                                                        <C>             <C>
   Rental income                                           $7,301          $5,690
   Other income                                               329             308
      Total revenues                                        7,630           5,998

Expenses:
   Operating                                                2,906           2,435
   General and administrative                                 167             125
   Depreciation                                             1,562           1,289
   Interest                                                 1,336           1,309
   Property taxes                                             450             440
   Bad debt expense                                            82             168

      Total expenses                                        6,503           5,766

Income before minority interest                             1,127             232
Minority interest in net earnings of operating
   partnerships                                              (300)            (83)

Net income                                                  $ 827          $ 149

Net income allocated to general partners (5%)               $ 41            $ 7
Net income allocated to investor limited
   partners (95%)                                             786             142

                                                            $ 827          $ 149

Net income per limited partnership unit                    $1,211          $ 219

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


c)

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (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) capital at
   December 31, 1999                     649         $(2,865)     $ 2,760     $ (105)

Net income for the three months
   ended March 31, 2000                   --               7          142        149

Partners' (deficit) capital at
   March 31, 2000                        649         $(2,858)     $ 2,902      $ 44

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

Net income for the three months
   ended March 31, 2001                   --              41          786        827

Partners' (deficit) capital at
   March 31, 2001                        649         $(2,738)     $ 5,185    $ 2,447

            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>

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2001          2000
Cash flows from operating activities:
<S>                                                              <C>           <C>
  Net income                                                     $ 827         $ 149
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Minority interest in net earnings of operating
      partnerships                                                  300            83
     Depreciation                                                 1,562         1,289
     Amortization of loan costs                                      35            31
     Bad debt expense                                                82           168
     Change in accounts:
      Receivables and deposits                                     (512)         (516)
      Other assets                                                  306           381
      Accounts payable                                              (91)          210
      Tenant security deposit liabilities                            54            (8)
      Other liabilities                                             382           482
      Due to affiliate                                              (29)           --
         Net cash provided by operating activities                2,916         2,269

Cash flows from investing activities:
   Property improvements and replacements                        (2,612)       (1,551)
   Net deposits to restricted escrows                              (279)         (293)
         Net cash used in investing activities                   (2,891)       (1,844)

Cash flows from financing activities:
   Payments on advances from affiliate                             (208)           --
   Payments on mortgage note payable                               (302)         (304)
         Net cash used in financing activities                     (510)         (304)

Net (decrease) increase in cash and cash equivalents               (485)          121

Cash and cash equivalents at beginning of period                  2,447         2,343

Cash and cash equivalents at end of period                      $ 1,962       $ 2,464

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 863         $ 850

Included in property  improvements  and  replacements for the three months ended
March 31, 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 month  period  ended March 31,
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 ultimately  controlled by 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 90% general partnership  interest in Springhill Lake Limited
Partnerships I through IX and Springhill  Commercial  Limited  Partnership  (the
"Operating  Partnerships").  Theodore N.  Lerner's  ownership  in the  Operating
Partnerships  has been  reflected  as a minority  interest  in the  accompanying
consolidated  financial  statements.  All significant  intercompany accounts and
transactions have been eliminated in consolidation.

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 establishes  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.

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 three months ended March 31, 2001 and 2000:

                                                                2001        2000
                                                                 (in thousands)
     Property management fees (included in operating
        expenses)                                              $ 222       $ 179
     Reimbursement for services of affiliates (included
        in general and administrative expense)                   128          78
     Asset management fee (included in general and
        administrative expense)                                   25          25
     Annual administration fee (included in general
        and administrative expense)                                3           3
     Interest expense on advances from affiliate                  59          --

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 $222,000 and $179,000 for the three months ended March
31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $128,000 and
$78,000 for the three  months  ended March 31, 2001 and 2000,  respectively.  At
March 31, 2001 and  December  31, 2000,  approximately  $101,000  and  $157,000,
respectively,  of these fees were accrued and included in due to  affiliates  in
the accompanying consolidated balance sheets.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $25,000 in asset management fees and approximately $3,000
in administrative fees for both the three months ended March 31, 2001 and 2000.

At March 31, 2001 and  December  31,  2000,  the  Partnership  owed  advances of
approximately  $2,025,000 and $2,233,000,  respectively,  to an affiliate of the
Managing General Partner plus accrued interest thereon of approximately  $57,000
which is included in other  liabilities.  These  advances  bear  interest at the
prime  rate plus 2%, and the  Partnership  recognized  approximately  $59,000 in
interest  expense  during the three months  ended March 31, 2001.  Additionally,
during the three months ended March 31, 2001, the  Partnership  made payments of
approximately $208,000. No advances were owed at March 31, 2000.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 445.65 limited  partnership  units
(the "Units") in the Partnership representing 68.67% of the outstanding units at
March 31, 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
68.67% of the outstanding  units, AIMCO is in a position to influence 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 - Distributions

The Partnership did not make any  distributions to its partners during either of
the three months ended March 31, 2001 or 2000.

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  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 three  months
ended March 31, 2001 and 2000:

                                                            Average
                                                           Occupancy
                                                       2001          2000
       Springhill Lake Apartments
          Greenbelt, Maryland                          97%            82%

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 three  months  ended  March 31,  2001 was
approximately   $827,000  as  compared  to   approximately   $149,000   for  the
corresponding  period in 2000.  Income before minority  interest in net earnings
for the three  months  ended  March 31,  2001 was  approximately  $1,127,000  as
compared to  approximately  $232,000 for the  corresponding  period in 2000. The
increase in income before minority interest for the three months ended March 31,
2001 is  primarily  the  result  of an  increase  in total  revenues  which  was
partially  offset  by an  increase  in total  expenses.  The  increase  in total
revenues  is  attributable  to an increase  in rental and 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
increased  primarily  due to increases in long distance  telephone  commissions,
late charges and interest income.

Total expenses increased primarily due to an increase in operating,  general and
administrative,  depreciation  and interest  expenses which more than offset the
decrease in bad debt expense.  Operating expenses increased  primarily due to an
increase in utility expenses,  maintenance  salaries,  maintenance  expenses and
exterior building projects. Depreciation expense increased due to the completion
of capital  improvements and replacements at the property during the past twelve
months.  Interest expense increased due to interest  recognized on advances from
affiliates.  No such  advances  were owed at March 31,  2000.  Bad debt  expense
decreased due to a decrease in write-offs of tenant receivables and charges that
were deemed to be uncollectible.

General  and   administrative   expenses   increased   due  to  an  increase  in
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.

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 March 31, 2001, the Registrant had cash and cash equivalents of approximately
$1,962,000 as compared to  approximately  $2,464,000 at March 31, 2000. Cash and
cash  equivalents  decreased  approximately  $485,000 for the three months ended
March 31, 2001 from the Partnership's year ended December 31, 2000. The decrease
in cash and cash  equivalents  is the  result of  approximately  $2,891,000  and
$510,000 of cash used in investing and financing activities, respectively, which
was partially offset by  approximately  $2,916,000 of cash provided by operating
activities. Cash used in investing activities consisted of property improvements
and replacements and 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 the
advances from 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.  Capital  improvements planned for
the Registrant's property is detailed below.

Springhill Lake: For 2001, the Partnership budgeted approximately $4,950,000 for
capital   improvements  at  Springhill  Lake  consisting   primarily  of  carpet
replacement,   structural   improvements,   building   refurbishment,    general
enhancements and parking lot  resurfacing.  For the three months ended March 31,
2001, the property has spent approximately  $1,704,000 on capital  expenditures,
consisting   primarily  of  recreational   facility   upgrades,   swimming  pool
enhancements,  electrical and plumbing upgrades, parking area upgrades, flooring
and appliance replacements,  heating and cooling upgrades, exterior painting and
roof and structural improvements.  These improvements were funded from operating
cash flow.  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  $53,387,000 is amortized over 120 months with a
balloon payment of approximately  $49,017,000 due 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.

The Partnership did not make any  distributions to its partners during the three
months ended March 31, 2001 or 2000.  Future cash  distributions  will depend on
the levels of net cash  generated  from  operations,  the  availability  of cash
reserves,  and the  timing of debt  maturity,  refinancing,  and/or  sale of the
property.  The  Partnership's  distribution  policy is  reviewed  on a quarterly
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  interest in the
Partnership,  AIMCO and its affiliates  owned 445.65 limited  partnership  units
(the "Units") in the Partnership representing 68.67% of the outstanding units at
March 31, 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
68.67% of the outstanding  units, AIMCO is in a position to influence 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.

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.  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.  Based on interest rates at
March 31, 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 March 31,
2001. The interest rates represent the weighted-average rates. The fair value of
the Partnership's debt approximated its carrying amount as of March 31, 2001.

Principal amount by expected maturity:

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

               2001                $ 1,446                  9.30%
               2002                  2,049                  9.30%
               2003                 49,892                  9.30%
               Total               $53,387

<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.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 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: