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, 2003

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


                For the transition period from _________to _________

                         Commission file number 0-14569


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



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

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

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


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

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


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                           March 31,      December 31,
                                                              2003            2002
                                                          (unaudited)        (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 1,292         $ 5,559
   Receivables and deposits                                    2,274           1,854
   Restricted escrows                                          7,027           7,026
   Other assets                                                2,742           3,424
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                121,216         120,469
                                                             127,049         126,302
      Less accumulated depreciation                          (74,540)        (72,740)
                                                              52,509          53,562
                                                            $ 65,844        $ 71,425
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                          $ 947          $ 1,044
   Tenant security deposit liabilities                           787             774
   Other liabilities                                             673             937
   Advances from affiliate                                        --             156
   Mortgage note payable                                     112,427         113,100
                                                             114,834         116,011
Minority interest (Note E)

Partners' Deficit
   General partners                                           (2,877)         (2,797)
   Investor limited partners (649 units issued and
      outstanding)                                           (46,113)        (41,789)
                                                             (48,990)        (44,586)
                                                            $ 65,844        $ 71,425

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

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                                 March 31,
                                                            2003           2002
Revenues:
<S>                                                        <C>             <C>
   Rental income                                           $7,428          $7,452
   Other income                                               321             321
   Casualty gain                                               83              --
      Total revenues                                        7,832           7,773

Expenses:
   Operating                                                3,664           3,073
   General and administrative                                 179             184
   Depreciation                                             1,847           1,758
   Interest                                                   740           1,286
   Property taxes                                             474             461
      Total expenses                                        6,904           6,762

Income before minority interest                               928           1,011

Distributions to minority interest partner in
   excess of investment                                      (682)             --

Minority interest in net earnings of operating
   partnerships                                                --            (246)

Net income                                                  $ 246          $ 765

Net income allocated to general partners (5%)               $ 12            $ 38
Net income allocated to investor limited
   partners (95%)                                             234             727

                                                            $ 246          $ 765

Net income per limited partnership unit                     $ 361          $1,120

Distributions per limited partnership unit                 $7,023           $ --

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                       Limited                   Investor
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

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

Partners' deficit at
   December 31, 2002                     649         $(2,797)    $(41,789)    $(44,586)

Distributions to partners                 --             (92)      (4,558)      (4,650)

Net income for the three months
   ended March 31, 2003                   --              12          234          246

Partners' deficit at
   March 31, 2003                        649         $(2,877)    $(46,113)    $(48,990)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2003          2002
Cash flows from operating activities:
<S>                                                              <C>           <C>
  Net income                                                     $ 246         $ 765
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Distributions to minority interest partner in
      excess of investment                                          682            --
     Minority interest in net earnings of operating
      partnerships                                                   --           246
     Depreciation                                                 1,847         1,758
     Casualty gain                                                  (83)           --
     Amortization of loan costs                                     115            34
     Bad debt expense                                                70            48
     Change in accounts:
      Receivables and deposits                                     (490)         (291)
      Other assets                                                  601           118
      Accounts payable                                              397          (795)
      Tenant security deposit liabilities                            13            11
      Other liabilities                                            (264)         (120)
      Due to affiliate                                               --           (93)
         Net cash provided by operating activities                3,134         1,681

Cash flows from investing activities:
   Insurance proceeds received                                      104            --
   Property improvements and replacements                        (1,309)       (1,044)
   Net deposits to restricted escrows                                (1)          (26)
         Net cash used in investing activities                   (1,206)       (1,070)

Cash flows from financing activities:
   Payments on advances from affiliate                             (156)       (1,361)
   Payments on mortgage note payable                               (673)         (476)
   Distributions to partners                                     (4,650)           --
   Distributions to minority partner                               (682)           --
   Loan costs paid                                                  (34)           --
         Net cash used in financing activities                   (6,195)       (1,837)

Net decrease in cash and cash equivalents                        (4,267)       (1,226)

Cash and cash equivalents at beginning of period                  5,559         2,277

Cash and cash equivalents at end of period                      $ 1,292       $ 1,051

Supplemental disclosure of cash flow information:
   Cash paid for interest, including approximately zero
     and $31, respectively, paid to an affiliate                 $ 818        $ 1,254

Supplemental disclosure of non-cash information:
   Property improvements and replacements included in
     accounts payable                                             $ --         $ 179

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

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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


Note A - Basis of Presentation

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

Note B - Transactions with Affiliated Parties

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

Affiliates  of the  Managing  General  Partner  are  entitled  to  receive 3% of
residential rent collections and 5% of commercial  income from the Partnership's
property for providing  property  management  services.  The Partnership paid to
such affiliates  approximately  $232,000 and $208,000 for the three months ended
March 31, 2003 and 2002, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $134,000 and
$223,000 for the three months ended March 31, 2003 and 2002, respectively, which
is included  in general and  administrative  expenses.  During the three  months
ended March 31, 2002, the Partnership was charged, by affiliates of the Managing
General  Partner,   approximately  $88,000  for  fees  related  to  construction
management  services for work performed  during the period.  These fees had been
capitalized  and included in investment  property.  During the second quarter of
2002, it was determined by the Managing  General  Partner that these fees should
not have  been  charged  and the  Partnership  was  refunded  the  full  amount.
Accordingly,  such  previously  capitalized  fees  are  no  longer  included  in
investment property at March 31, 2003.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $25,000 in asset management fees and approximately $3,000
in administrative fees for both the three month periods ended March 31, 2003 and
2002. These fees are included in general and administrative expenses.

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

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

Note C - Mortgage Note Payable

On  November  14,  2002,  the  Partnership   refinanced  its  existing  mortgage
encumbering Springhill Lake Apartments. This loan was initially refinanced under
an interim credit facility ("Interim Credit Facility") which had a term of three
months.  The Interim Credit Facility included  properties in other  partnerships
that are affiliated with the Partnership.  However,  the Interim Credit Facility
created  separate loans for each property that are not  cross-collateralized  or
cross-defaulted with the other property loans.

During  December  2002 the loan was sold to Fannie Mae under a permanent  credit
facility  ("Permanent  Credit  Facility").  The Permanent  Credit Facility has a
maturity of five years,  with one five-year  extension  option.  This  Permanent
Credit  Facility  also creates  separate  loans for each  property  that are not
cross-collateralized or cross-defaulted with the other property loans. Each note
under this Permanent Credit Facility will begin as a variable rate loan with the
option of converting  to a fixed rate loan after three years.  The interest rate
on the variable rate loans is the Fannie Mae discounted mortgage-backed security
index plus 85 basis points. The rate was 2.098% at March 31, 2003 and will reset
monthly.  Each  loan  will  automatically  renew  at the end of each  month.  In
addition,   monthly   principal   payments  are  required  based  on  a  30-year
amortization  schedule  using the interest rate in effect during the first month
that any property is on the Permanent Credit Facility.  The loans are prepayable
without penalty.

The  refinancing of the existing  Springhill  Lake  Apartments loan replaced the
first mortgage of approximately $50,300,000 with a new mortgage in the amount of
$113,100,000. The Partnership capitalized loan costs of approximately $2,058,000
during 2002 and capitalized an additional  $34,000 during the three months ended
March 31, 2003. In addition, approximately $7,026,000 was deposited in an escrow
account in  connection  with the  refinancing  to be used to  complete  required
repairs at the property.

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

Note D - Casualty Gain

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to eleven units at the  property.  During the three months ended March
31, 2003, all work was completed to repair the damage and the property  recorded
a casualty gain of approximately $83,000. The gain was the result of the receipt
of insurance proceeds of approximately  $104,000 offset by approximately $21,000
of undepreciated fixed assets being written off.

Note E - Minority Interest

The limited partnership interest in the operating partnerships is reflected as a
minority interest in the accompanying consolidated financial statements.  Income
allocated to the minority  partner for the three months ended March 31, 2003 and
2002 was approximately zero and $246,000, respectively.  During the three months
ended March 31,  2003,  the  operating  partnerships  distributed  approximately
$5,350,000  of operating  and  refinancing  proceeds to its  partners,  of which
approximately  $682,000  was  distributed  to  the  minority  interest  partner.
Previous  distributions to the minority interest partner during 2002 had reduced
the minority interest  partner's  investment balance to zero. When the operating
partnerships make distributions in excess of the minority  partner's  investment
balance, the Partnership, as the majority partner, records a charge equal to the
minority partner's excess distribution over the investment  balance.  The charge
is classified as  distributions  to the minority  interest  partner in excess of
investment  on  the   accompanying   consolidated   statements  of   operations.
Distributions  to  the  minority   partner  in  excess  of  investment   totaled
approximately  $682,000  for  the  three  months  ended  March  31,  2003.  Such
cumulative distributions to the minority partner in excess of investment totaled
approximately  $1,780,000  at March 31, 2003.  No income can be allocated to the
minority  partner until all previous losses  recognized by the majority  partner
are recovered.  Total cumulative  unrecovered  losses recognized by the majority
partner are approximately $216,000 at March 31, 2003.

Note F - Legal Proceedings

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

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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The  Partnership  owns no  property  other than its  interest  in the  operating
partnerships. The operating partnerships' investment property is a complex which
consists of apartment and townhouse  units and an eight store  shopping  center.
The  following  table sets forth the average  occupancy  of the property for the
three months ended March 31, 2003 and 2002:

                                                            Average
                                                           Occupancy
                                                       2003          2002
       Springhill Lake Apartments
          Greenbelt, Maryland                          94%            96%

Results of Operations

The  Registrant's  net  income for the three  months  ended  March 31,  2003 was
approximately  $246,000 compared to approximately $765,000 for the corresponding
period in 2002. Income before minority interest for the three months ended March
31, 2003 was approximately $928,000 compared to approximately $1,011,000 for the
corresponding period in 2002. The decrease in income before minority interest is
primarily  the result of an increase in total  expenses  partially  offset by an
increase in total  revenues.  The increase in total revenues is primarily due to
the casualty gain  recognized in 2003  resulting  from a fire at the property in
March 2002.

During March 2002 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to eleven units at the  property.  During the three months ended March
31, 2003, all work was completed to repair the damage and the property  recorded
a casualty gain of approximately $83,000. The gain was the result of the receipt
of insurance proceeds of approximately  $104,000 offset by approximately $21,000
of undepreciated fixed assets being written off.

Total expenses increased due to increases in operating and depreciation expenses
partially offset by a decrease in interest  expense.  Property taxes and general
and  administrative  expenses  remained  relatively  constant for the comparable
periods.  The  increase  in  operating  expense  is  primarily  attributable  to
increases  in natural gas costs,  snow  removal and clean up costs and  interior
painting  expenses at Springhill Lake Apartments  partially offset by a decrease
in salaries and related  payroll costs.  Depreciation  expense  increased due to
property  improvements  and  replacements  placed into  service  during the past
twelve months which are now being depreciated. Interest expense decreased due to
the  refinancing  of the mortgage  encumbering  Springhill  Lake  Apartments  in
November 2002. Though the mortgage  principal  balance increased  significantly,
the variable  interest rate on the new loan was  significantly  lower during the
three months ended March 31, 2003 than the fixed interest rate applicable to the
old loan.

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

Minority  interest  in  net  earnings  of  the  operating  partnerships  totaled
approximately  zero and  $246,000  for the three months ended March 31, 2003 and
2002,  respectively.  The decrease  was due  primarily to the decrease in income
before  minority  interest as described  above.  Previous  distributions  to the
minority  partner  during  2002 had  reduced  the  minority  interest  partner's
investment  balance to zero. When the operating  partnerships make distributions
in excess of the minority partner's investment balance, the Partnership,  as the
majority  partner,  records  a charge  equal to the  minority  partner's  excess
distribution  over  the  investment   balance.   The  charge  is  classified  as
distributions   to  the  minority   partner  in  excess  of  investment  on  the
accompanying  consolidated  statements  of  operations.   Distributions  to  the
minority partner in excess of investment totaled approximately  $682,000 for the
three months ended March 31, 2003. Such cumulative distributions to the minority
partner in excess of investment  totaled  approximately  $1,780,000 at March 31,
2003.  No income can be  allocated to the  minority  partner  until all previous
losses  recognized  by the  majority  partner are  recovered.  Total  cumulative
unrecovered losses recognized by the majority partner are approximately $216,000
at March 31, 2003.

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, 2003, the Registrant had cash and cash equivalents of approximately
$1,292,000 as compared to  approximately  $1,051,000 at March 31, 2002. Cash and
cash equivalents decreased  approximately  $4,267,000 from December 31, 2002 due
to  approximately  $6,195,000  and  $1,206,000  of cash  used in  financing  and
investing activities, respectively, partially offset by approximately $3,134,000
of cash  provided by operating  activities.  Cash used in  financing  activities
consisted of distributions to partners,  principal payments made on the mortgage
encumbering the property, payments on advances from an affiliate of the Managing
General  Partner and  additional  loan costs paid  relating to the 2002 mortgage
refinancing.   Cash  used  in   investing   activities   consisted  of  property
improvements  and replacements  and, to a lesser extent,  net deposits to escrow
accounts  maintained by the mortgage lender  partially  offset by the receipt of
insurance  proceeds.  The  Registrant  invests its working  capital  reserves in
interest bearing accounts.

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

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

During  the  three  months  ended  March  31,  2003  the  Partnership  completed
approximately  $815,000 of capital  improvements  at Springhill  Lake Apartments
consisting primarily of structural improvements,  appliances, plumbing fixtures,
floor covering replacements,  major landscaping and interior decorations.  These
improvements were funded from operations.  The Partnership evaluates the capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional  $365,000 which does not include any amounts that will be
incurred to complete  repairs and  improvements  at the property  required to be
made  in  connection  with  the  November  2002   refinancing  of  the  mortgage
encumbering  the property.  At the  refinancing,  approximately  $7,026,000  was
deposited in an escrow account to fund such repairs and improvements. Additional
improvements may be considered and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

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

On  November  14,  2002,  the  Partnership   refinanced  its  existing  mortgage
encumbering Springhill Lake Apartments. This loan was initially refinanced under
an interim credit facility ("Interim Credit Facility") which had a term of three
months.  The Interim Credit Facility included  properties in other  partnerships
that are affiliated with the Partnership.  However,  the Interim Credit Facility
created  separate loans for each property that are not  cross-collateralized  or
cross-defaulted with the other property loans.

During  December  2002 the loan was sold to Fannie Mae under a permanent  credit
facility  ("Permanent  Credit  Facility").  The Permanent  Credit Facility has a
maturity of five years,  with one five-year  extension  option.  This  Permanent
Credit  Facility  also creates  separate  loans for each  property  that are not
cross-collateralized or cross-defaulted with the other property loans. Each note
under this Permanent Credit Facility will begin as a variable rate loan with the
option of converting  to a fixed rate loan after three years.  The interest rate
on the variable rate loans is the Fannie Mae discounted mortgage-backed security
index plus 85 basis points. The rate was 2.098% at March 31, 2003 and will reset
monthly.  Each  loan  will  automatically  renew  at the end of each  month.  In
addition,   monthly   principal   payments  are  required  based  on  a  30-year
amortization  schedule  using the interest rate in effect during the first month
that any property is on the Permanent Credit Facility.  The loans are prepayable
without penalty.

The  refinancing of the existing  Springhill  Lake  Apartments loan replaced the
first mortgage of approximately $50,300,000 with a new mortgage in the amount of
$113,100,000. The Partnership capitalized loan costs of approximately $2,058,000
during 2002 and capitalized an additional  $34,000 during the three months ended
March 31, 2003.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately   $112,427,000   requires  monthly  payments  of
principal and interest  until its maturity date in September  2007. The Managing
General  Partner  may attempt to  refinance  such  indebtedness  and/or sell the
property  prior to such maturity  date. If the property  cannot be refinanced or
sold for a  sufficient  amount,  the  Partnership  will risk losing the property
through foreclosure.

The Partnership  distributed the following amounts during the three months ended
March 31, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                   Three Months      Per Limited       Three Months      Per Limited
                      Ended          Partnership          Ended          Partnership
                  March 31, 2003         Unit         March 31, 2002         Unit

<S>                   <C>               <C>                <C>               <C>
Refinancing           $2,818            $4,342             $ --              $ --
Operations             1,832             2,681               --                --
                      $4,650            $7,023             $ --              $ --
</TABLE>

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

Other

AIMCO and its affiliates owned 521.90 limited partnership units (the "Units") in
the Partnership  representing 80.42% of the outstanding Units at March 31, 2003.
A number of these Units were acquired pursuant to tender offers made by AIMCO or
its affiliates or Three Winthrop's affiliates.  It is possible that AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. 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  80.42% of the  outstanding  Units,  AIMCO is in a
position  to  control  all voting  decisions  with  respect to the  Partnership.
Although  the Managing  General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the Managing  General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing  General Partner
to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

The  Partnership's  investment  property is recorded at cost,  less  accumulated
depreciation,  unless considered impaired.  If events or circumstances  indicate
that the carrying amount of the property may be impaired,  the Partnership  will
make an assessment of its  recoverability by estimating the undiscounted  future
cash flows,  excluding interest charges, of the property. If the carrying amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's   investment  property.  These  factors  include  changes  in  the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

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

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged  transactions,  nor does it hold or issue  financial  instruments  for
trading  purposes.  The  Partnership  is exposed to  changes in  interest  rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations.  The debt encumbering the Property bears interest at a
variable  rate.  Based on interest  rates at March 31,  2003,  a 100 basis point
increase  or  decrease  in market  interest  rates  would  affect  net income by
approximately $1.1 million.

The following table summarizes the  Partnership's  debt obligations at March 31,
2003.  Management  believes  that  the  fair  value  of the  Partnership's  debt
approximates its carrying value as of March 31, 2003.

Principal amount by expected maturity:

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

               2003                $ 2,036                    (1)
               2004                   2,769                   (1)
               2005                   2,829                   (1)
               2006                   2,891                   (1)
               2007                 101,902                   (1)
               Total               $112,427

(1)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index ("DMBS") plus 85 basis points. The rate was 2.098% at March 31, 2003
      and will reset monthly.  The Partnership has the option of converting to a
      fixed  rate loan in 2005.  The loan  matures  in 2007  with one  five-year
      extension option.

ITEM 4.     CONTROLS AND PROCEDURES

The principal  executive officer and principal financial officer of the Managing
General  Partner   authorized  to  direct  the  day-to-day   activities  of  the
Partnership,  who are the equivalent of the  Partnership's  principal  executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing date of this quarterly  report,  evaluated the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

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

                  Exhibit 99, Certification  Pursuant to 18 U.S.C. Section 1350,
                  as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

            b) Reports on Form 8-K:

                  None filed for the quarter ended March 31, 2003.




<PAGE>


                                   SIGNATURES



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



                                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP


                                    By:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Vice President - Residential
                                          and Chief Accounting Officer


                                    Date: May 14, 2003



<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 14, 2003

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


<PAGE>




                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 14, 2003

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


<PAGE>


Exhibit 99


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



In  connection  with  the  Quarterly  Report  on Form  10-Q of  Springhill  Lake
Investors Ltd. Partnership (the  "Partnership"),  for the quarterly period ended
March 31, 2003 as filed with the Securities and Exchange  Commission on the date
hereof (the "Report"), Patrick J. Foye, as the equivalent of the chief executive
officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
chief financial officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                    /s/  Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  May 14, 2003


                                    /s/  Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  May 14, 2003


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