FORM 10-QSB--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-QSB

(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, 2000

[ ] 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

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                            <C>       <C>
   Cash and cash equivalents                                              $ 2,464
   Receivables and deposits (net of $176 allowance for
      doubtful accounts)                                                    1,685
   Restricted escrows                                                       2,349
   Other assets                                                             1,067
   Investment properties:
      Land                                                    $ 5,833
      Buildings and related personal property                 103,705
                                                              109,538
      Less accumulated depreciation                           (54,878)     54,660
                                                                         $ 62,225

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                       $ 1,613
   Tenant security deposit liabilities                                        498
   Other liabilities                                                        1,158
   Mortgage notes payable                                                  55,098

Minority interest                                                           3,814

Partners' (Deficit) Capital

   General partners                                          $ (2,858)
   Investor limited partners (649 units issued and
      outstanding)                                              2,902          44
                                                                         $ 62,225

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


b)

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)



                                                         Three Months Ended
                                                              March 31,
                                                          2000        1999
Revenues:
   Rental income                                         $5,690      $6,083
   Other income                                             308         354
      Total revenues                                      5,998       6,437

Expenses:
   Operating                                              2,435       2,718
   General and administrative                               125         106
   Depreciation                                           1,289         996
   Interest                                               1,309       1,356
   Property taxes                                           440         464
   Bad debt expense                                         168         277

      Total expenses                                      5,766       5,917

Income before minority interest                             232         520
Minority interest in net earnings of operating
   partnerships                                             (83)       (122)

Net income                                                $ 149       $ 398

Net income allocated to general partners (5%)             $   7       $  20
Net income allocated to investor
limited partners (95%)                                      142         378

                                                          $ 149       $ 398

Net income per limited partnership unit                   $ 219       $ 582

            See Accompanying Notes to Consolidated Financial Statements


<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

            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,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                             <C>         <C>
   Net income                                                   $   149     $   398
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Minority interest in net earnings of operating
           partnerships                                              83         122
        Depreciation                                              1,289         996
        Amortization of loan costs                                   31          31
        Bad debt expense                                            168         277
        Change in accounts:
          Receivables and deposits                                 (516)       (696)
          Other assets                                              381         322
          Accounts payable                                          210        (658)
          Tenant security deposit liabilities                        (8)          2
          Other liabilities                                         482         (40)

               Net cash provided by operating activities          2,269         754

Cash flows from investing activities:

   Property improvements and replacements                        (1,551)       (692)
   Net (deposits to) receipts from restricted escrows              (293)        289

               Net cash used in investing activities             (1,844)       (403)

Cash flows used in financing activities:

   Payments on mortgage notes payable                              (304)       (374)

Net increase (decrease) in cash and cash equivalents                121         (23)

Cash and cash equivalents at beginning of period                  2,343       3,328

Cash and cash equivalents at end of period                      $ 2,464     $ 3,305

Supplemental disclosure of cash flow information:

   Cash paid for interest                                       $   850     $ 1,332

            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-QSB and Item 310 (b)
of Regulation S-B.  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,
2000, are not necessarily indicative of the results that may be expected for the
year  ending  December  31,  2000.  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, 1999.

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 though 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.

Reclassifications:

Certain  reclassifications  have been made to the 1999 information to conform to
the 2000 presentation.

Note B - Transfer of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of First Winthrop Corporation,  the sole shareholder of the
Managing General Partner as well as a 20.7% limited partnership  interest in the
Partnership.  Pursuant to this transaction,  the by-laws of the Managing General
Partner were amended to provide for the creation of a Residential Committee.

Pursuant to the amended and  restated  by-laws,  Insignia had the right to elect
one director to the Managing  General  Partner's Board of Directors and to cause
the Managing  General  Partner to take such actions as it deemed  necessary  and
advisable in connection with the activities of the Partnership.

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia Properties Trust merged into Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust, with AIMCO being the surviving corporation. As a result, AIMCO
acquired  all of the  rights  of  Insignia  in  and to the  limited  partnership
interest  and the rights  granted to  Insignia  pursuant  to the First  Winthrop
Corporation transaction. The Managing General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.

Note C - 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, 2000 and 1999:

                                                          2000             1999
                                                             (in thousands)
     Property management fees (included in
        operating expenses)                               $ 179            $ 183
     Reimbursement for services of affiliates
        (included in general and administrative
        expense and investment properties)                   78               37
     Asset management fee (included in
        general and administrative expense)                  25               25
     Annual administration fee (included in
        general and administrative expense)                   3                3

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Managing  General Partner were 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  $179,000  and  $183,000 for the three months ended March 31, 2000
and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $78,000 and
$37,000 for the three months ended March 31, 2000 and 1999, respectively.

AIMCO and its affiliates  currently own 316.65 limited  partnership units in the
Partnership  representing  48.79% of the  outstanding  units.  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 48.79% of the outstanding units, AIMCO
is in a position to significantly 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 their affiliation with the Managing General Partner.

Note D - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:  consisting  of  apartment  and
townhouse units and an eight store shopping center complex located in Greenbelt,
Maryland.  The Partnership  rents apartment units and townhouse units to tenants
for terms that are typically  twelve  months or less.  The space at the shopping
center is rented on a month to month basis or for terms of 3 to 10 years.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

Segment information for the three month periods ended March 31, 2000 and 1999 is
shown  in  the  tables  below  (in  thousands).   The  "Other"  column  includes
partnership administration related items and income and expense not allocated to
the reportable segment.

                 2000

                                          Property    Other     Totals
Rental income                            $  5,690     $   --   $ 5,690
Other income                                  297         11       308
Interest expense                            1,309         --     1,309
Depreciation                                1,289         --     1,289
General and administrative expense             --        125       125
Minority interest in net earnings
  of operating partnerships                    --        (83)      (83)
Segment income (loss)                         346       (197)      149
Total assets                               60,775      1,450    62,225
Capital expenditures for investment
   property                                 1,551         --     1,551


                 1999

                                          Property    Other     Totals
Rental income                            $  6,083     $   --   $  6,083
Other income                                  335         19        354
Interest expense                            1,356         --      1,356
Depreciation                                  996         --        996
General and administrative expense             --        106        106
Minority interest in net earnings
  of operating partnerships                    --       (122)      (122)
Segment income (loss)                         607       (209)       398
Total assets                               60,059      1,744     61,803
Capital expenditures for investment
   property                                   692         --        692

Note E - 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-QSB  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-QSB  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, 2000 and 1999:

                                                            Average
                                                           Occupancy

                                                       2000          1999

       Springhill Lake Apartments
          Greenbelt, Maryland                          82%            91%

The  decrease in  occupancy is due to the eviction of a number of tenants at the
Property.  Due to the lengthy eviction  procedures  required within the state of
Maryland, a number of evictions were finalized during the first quarter of 2000.
At present  the  property  has a waiting  list for  tenants  but due to the high
number of evictions,  leases with new tenants have not yet been entered into for
all of the vacated units.  The Managing  General Partner  anticipates  occupancy
increasing during the next several months.

Results of Operations

The  Registrant's  net  income for the three  months  ended  March 31,  2000 was
approximately   $149,000  as  compared  to   approximately   $398,000   for  the
corresponding  period in 1999.  Income  before  minority  interest for the three
months  ended  March  31,  2000  was  approximately   $232,000  as  compared  to
approximately  $520,000 for the  corresponding  period in 1999.  The decrease in
income  before  minority  interest  for the three months ended March 31, 2000 is
primarily the result of a decrease in total revenues which was partially  offset
by a decrease in total expenses.  The decrease in total revenues is attributable
to a decrease  in rental and other  income.  Rental  income  decreased  due to a
decrease in  occupancy  at the  property as  discussed  above and an increase in
concessions  offered  to  tenants.  Other  income  decreased  primarily  due  to
decreases in laundry, late charges, lease cancellation fees and application fees
due to the decrease in occupancy.

Total expenses decreased primarily due to a reduction in operating, bad debt and
interest  expenses which more than offset the increases in depreciation  expense
and general and administrative  expense.  Operating expenses decreased primarily
due to a decrease  in referral  fees and the  completion  of  exterior  building
projects in 1999. Bad debt expense  decreased due to a decrease in write-offs of
tenant  receivables and charges that were deemed to be  uncollectible.  Interest
expense  decreased  due to  scheduled  principal  payments,  which  reduced  the
carrying  balance of the debt  encumbering  the  Project.  Depreciation  expense
increased due to the completion of capital  improvements and replacements at the
Project.

General and  administrative  expense  increased for the three months ended March
31, 2000  compared to the same  period in 1999  primarily  due to an increase in
reimbursements  to  the  Managing  General  Partner.  Included  in  general  and
administrative  expenses  for the three months ended March 31, 2000 and 1999 are
reimbursements  to the Managing  General  Partner  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.

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, 2000, the Registrant had cash and cash equivalents of approximately
$2,464,000 as compared to  approximately  $3,305,000 at March 31, 1999. Cash and
cash  equivalents  increased  approximately  $121,000 for the three months ended
March 31, 2000 from the Partnership's year ended December 31, 1999. The increase
in cash and cash equivalents is the result of  approximately  $2,269,000 of cash
provided by operating  activities  which was partially  offset by  approximately
$1,844,000 of cash used in investing  activities and  approximately  $304,000 of
cash used in financing  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 payments of  principal  made on the  mortgage  encumbering  the  Registrant's
property.  The Registrant invests its working capital reserves in a money market
account.

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,
local, legal and regulatory  requirements.  Capital improvements planned for the
Registrant's property is detailed below.

Springhill Lake: For 2000, the Partnership budgeted approximately $7,231,000 for
capital improvements at Springhill Lake consisting primarily of appliances,  air
conditioning  units, water heaters,  plumbing and flooring  replacements,  major
landscaping, exterior painting, pool upgrades, parking lot resurfacing, roof and
structural improvements.  For the three months ended March 31, 2000 the property
has spent approximately $1,551,000 on capital expenditures, consisting primarily
of  appliances,  air  conditioning  units,  water  heaters,  plumbing  upgrades,
flooring replacements, major landscaping, exterior painting, roof and structural
improvements.   These  improvements  were  funded  from  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  $55,098,000 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, 2000 or 1999.  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 semi-annual
basis.  There can be no assurance,  however,  that the Partnership will generate
sufficient funds from operations, after planned capital expenditures,  to permit
distributions to its partners during 2000 or subsequent periods.


<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)    Exhibit 27,  Financial  Data  Schedule,  is filed as an exhibit to
             this report.

       b)    Reports on Form 8-K:  None filed  during the  quarter  ended March
             31, 2000.

                                   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: May 11, 2000