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

                                    Form 10-Q

(Mark One)

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

              For the quarterly period ended September 30, 2005


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


             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
                         (Registrant's telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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_

Indicate by check mark whether the  registrant  is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ___ No __X__


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                         September 30,    December 31,
                                                              2005            2004
                                                          (unaudited) (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 1,953         $ 1,502
   Receivables and deposits                                      780             943
   Restricted escrows                                            465             535
   Other assets                                                3,573           2,584
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                131,979         127,632
                                                             137,812         133,465
      Less accumulated depreciation                          (92,997)        (87,489)
                                                              44,815          45,976
                                                            $ 51,586        $ 51,540
Liabilities and Partners' Deficit

Liabilities
   Accounts payable                                          $ 516           $ 227
   Tenant security deposit liabilities                           701             654
   Other liabilities                                             662             575
   Mortgage note payable                                     113,500         113,500
                                                             115,379         114,956

Minority interest (Note C)                                       --              --

Partners' Deficit
   General partners                                           (3,229)         (3,210)
   Investor limited partners (649 units issued and
      outstanding)                                           (60,564)        (60,206)
                                                             (63,793)        (63,416)
                                                            $ 51,586        $ 51,540

</TABLE>


Note: The consolidated  balance sheet at December 31, 2004 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


<PAGE>






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

<TABLE>
<CAPTION>

                                             Three Months Ended         Nine Months Ended
                                                September 30,             September 30,
                                              2005         2004         2005          2004

Revenues:
<S>                                         <C>          <C>           <C>          <C>
  Rental income                             $ 8,036      $ 7,883       $23,538      $23,230
  Other income                                  528          454         1,347        1,195
  Casualty gain (Note D)                         36           --           191           31
      Total revenues                          8,600        8,337        25,076       24,456

Expenses:
  Operating                                   3,826        4,324        11,397       11,048
  General and administrative                    144          112           392          414
  Depreciation                                1,833        1,862         5,567        5,553
  Interest                                    1,171          700         3,107        1,952
  Property taxes                                675          602         1,895        1,591
  Bad debt expense                               87          137           214          247
  Loss on early extinguishment of debt           --          918            --          918
      Total expenses                          7,736        8,655        22,572       21,723

Income (loss) before minority interest          864         (318)        2,504        2,733

Distributions to minority interest
  partner in excess of investment
  (Note C)                                       --       (2,344)         (375)      (2,344)

Net income (loss)                            $ 864       $(2,662)      $ 2,129       $ 389

Net income (loss) allocated to general
  partners (5%)                               $ 43        $ (133)       $ 106         $ 19

Net income (loss) allocated to limited
   partners (95%)                               821       (2,529)        2,023          370
                                             $ 864       $(2,662)      $ 2,129       $ 389

Net income (loss) per limited
  partnership unit                          $ 1,265      $(3,897)      $ 3,117       $ 570

Distributions per limited partnership
  unit                                        $ --       $23,869       $ 3,669      $23,869

</TABLE>

         See Accompanying Notes to Consolidated Financial Statements


<PAGE>




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

<TABLE>
<CAPTION>


                                       Limited                   Investor
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

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

Partners' deficit at
   December 31, 2004                     649         $(3,210)    $(60,206)    $(63,416)

Distributions to partners                 --            (125)      (2,381)      (2,506)

Net income for the nine months
   ended September 30, 2005               --             106        2,023        2,129

Partners' deficit at
   September 30, 2005                    649         $(3,229)    $(60,564)    $(63,793)

</TABLE>

         See Accompanying Notes to Consolidated Financial Statements


<PAGE>



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

                                                                      Nine Months Ended
                                                                        September 30,
                                                                      2005         2004
Cash flows from operating activities:
<S>                                                                  <C>          <C>
  Net income                                                         $ 2,129      $ 389
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Distributions to minority interest partner in excess of
      investment                                                         375        2,344
     Depreciation                                                      5,567        5,553
     Casualty gain                                                      (191)         (31)
     Amortization of loan costs                                          106          263
     Bad debt expense, net                                               214          247
     Loss on early extinguishment of debt                                 --          918
     Change in accounts:
      Receivables and deposits                                           (51)         690
      Other assets                                                    (1,095)       (959)
                                                                       (95         (95
      Accounts payable                                                   242          630
      Tenant security deposit liabilities                                 47         (124)
      Other liabilities                                                   87         (229)
           Net cash provided by operating activities                   7,430        9,691

Cash flows from investing activities:
  Insurance proceeds received                                            205           38
  Property improvements and replacements                              (4,373)      (2,749)
  Net withdrawals from restricted escrows                                 70        6,535
           Net cash (used in) provided by investing activities        (4,098)       3,824

Cash flows from financing activities:
  Payments on mortgage note payable                                       --       (1,379)
  Repayment of mortgage note payable                                      --     (109,007)
  Proceeds from mortgage note payable                                     --      113,500
  Prepayment penalty                                                      --          (14)
  Distributions to partners                                           (2,506)     (15,899)
  Distributions to minority interest partner                            (375)      (2,344)
  Loan costs paid                                                         --         (522)
           Net cash used in financing activities                      (2,881)     (15,665)

Net increase (decrease) in cash and cash equivalents                     451       (2,150)
Cash and cash equivalents at beginning of period                       1,502        5,194

Cash and cash equivalents at end of period                           $ 1,953     $ 3,044

Supplemental disclosure of cash flow information:
  Cash paid for interest                                             $ 3,017     $ 1,688
Supplemental disclosure of non-cash information:
  Property improvements and replacements included in
   accounts payable                                                   $ 182       $ 776
</TABLE>

At  December  31, 2004  approximately  $135,000  of  property  improvements  and
replacements  were  included in accounts  payable which are included in property
improvements and replacements during the nine months ended September 30, 2005.


         See Accompanying Notes to Consolidated Financial Statements


<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 AIMCO/Springhill Lake Investors GP, LLC
("AIMCO LLC" or the "Managing General Partner"),  all adjustments (consisting of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been  included.  Operating  results for the three and nine month  periods  ended
September  30, 2005 are not  necessarily  indicative  of the results that may be
expected for the year ending December 31, 2005. 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, 2004.
The  Managing  General  Partner  is  a  wholly  owned  subsidiary  of  Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust.

On December 11, 2003, AIMCO  Properties,  L.P., a Delaware limited  partnership,
entered  into a Redemption  and  Contribution  Agreement  (the  "Redemption  and
Contribution Agreement") with First Winthrop Corporation, a Delaware corporation
("FWC")  and  the  sole   shareholder   of  Three  Winthrop   Properties,   Inc.
("Winthrop"),  the former  managing  general  partner of the  Partnership,  with
respect to the  acquisition of its general  partner  interest in the Partnership
(the "MGP  Interest") by an affiliate of AIMCO  Properties,  L.P., the operating
partnership of AIMCO.

As of the time of the execution of the Redemption and Contribution Agreement and
until such time as the transfer of the MGP Interest  from  Winthrop to AIMCO LLC
was effective, NHP Management Company ("NHP"), an affiliate of AIMCO Properties,
L.P.,  was vested with the authority to, subject to certain  limitations,  cause
Winthrop to take such actions as it deems  necessary and advisable in connection
with the  activities of the  Partnership.  The transfer of the MGP Interest from
Winthrop to AIMCO LLC became  effective on March 31, 2004.  As used herein,  the
term "Managing  General  Partner"  shall mean Winthrop,  with respect to matters
occurring  prior to March 31, 2004 and AIMCO LLC for matters  occurring from and
after March 31, 2004.

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

Note B - Transactions with Affiliated Parties

The Partnership has no employees and depends 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  receive 3% of  residential  rent
collections  and 5% of  commercial  income  from the  Partnership's  property as
compensation for providing property management services. The Partnership paid to
such  affiliates  approximately  $731,000 and $718,000 for the nine months ended
September  30,  2005 and 2004,  respectively,  which is  included  in  operating
expense.

An  affiliate  of  the  Managing   General   Partner   charged  the  Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$275,000 and $286,000  for the nine months  ended  September  30, 2005 and 2004,
respectively, which is included in general and administrative expenses.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $75,000 in asset management fees and approximately $8,000
in administrative  fees for both the nine month periods ended September 30, 2005
and 2004. These fees are included in general and administrative expenses.

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,   general
liability and vehicle liability.  The Partnership insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing  General  Partner.  During the nine months ended
September  30,  2005 and 2004,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $298,000 and $288,000 for insurance coverage and fees
associated with policy claims administration.

Note C - Minority Interest

The  limited  partnership  interest  of  Theodore  N.  Lerner  in the  operating
partnerships   is  reflected  as  a  minority   interest  in  the   accompanying
consolidated  financial  statements.  Minority  interest in net  earnings of the
operating  partnerships recorded by the Partnership was zero for the nine months
ended  September 30, 2005 and 2004.  During the nine months ended  September 30,
2005 and 2004, the  Partnership  did not recognize any minority  interest in net
earnings of the operating partnerships as previous distributions to the minority
partner during 2002 reduced the minority interest  partner's interest balance to
zero. For the nine months ended  September 30, 2005 and 2004,  distributions  to
the  minority  interest  partner  of  approximately   $375,000  and  $2,344,000,
respectively,  were made in excess of the minority  partner's  investment in the
operating  partnerships.  When the operating  partnerships make distributions in
excess of the minority partner's  investment  balance,  the Partnership,  as the
majority  partner,  records  a charge  equal to the  minority  partner's  excess
distribution  over  the  investment   balance.   The  charge  is  classified  as
distributions   to  the  minority   partner  in  excess  of  investment  on  the
accompanying consolidated statements of operations.  Cumulative distributions to
the minority partner in excess of investment  totaled  approximately  $5,195,000
and  $4,427,000  at  September  30,  2005 and 2004,  respectively.  No income is
allocated to the minority  partner until all previous  losses  recognized by the
majority partner are recovered. For the nine months ended September 30, 2005 and
2004,  approximately  $603,000  and  $631,000,  respectively,  in earnings  were
allocated  to the  majority  partner  to  recover  previous  losses  recognized.
Earnings  will  continue  to be  allocated  to the  majority  partner to recover
previous losses  recognized  until such time as the net amount of  approximately
$2,532,000 at September 30, 2005 is recovered.

Note D - Casualty Gain

During  the  nine  months  ended   September   30,  2005,  a  casualty  gain  of
approximately  $36,000 was  recorded at the  Partnership's  investment  property
related to stolen copper fire  sprinkler  pipings and fittings from 37 buildings
which occurred in July 2005. The gain was the result of the receipt of insurance
proceeds  of  approximately  $41,000  offset by the  write off of  approximately
$5,000 of undepreciated property improvements and replacements.

During  the  nine  months  ended   September   30,  2005,  a  casualty  gain  of
approximately  $93,000 was  recorded at the  Partnership's  investment  property
related to a power loss to one of the property's chillers which resulted in some
flooding damage. The gain was the result of the receipt of insurance proceeds of
approximately $93,000. The damaged equipment was fully depreciated.

During  the  nine  months  ended   September   30,  2005,  a  casualty  gain  of
approximately  $62,000 was  recorded at the  Partnership's  investment  property
related to a fire that  occurred in September  2004 which  caused  damage to the
business  office at the  property.  The gain was the  result of the  receipt  of
insurance  proceeds  of  approximately  $71,000  offset  by  the  write  off  of
approximately $9,000 of undepreciated property improvements and replacements.

During September 2003,  Hurricane Isabel caused damages to some of the apartment
buildings at the property.  During the nine months ended September 30, 2004, all
work was  completed  to repair the damage and the  property  recorded a casualty
gain of  approximately  $31,000.  The  gain was the  result  of the  receipt  of
insurance  proceeds  of  approximately  $38,000  offset  by  the  write  off  of
approximately $7,000 of undepreciated damaged assets.

Note E - Mortgage Refinancing

On July 22, 2004, the Partnership refinanced the mortgage encumbering Springhill
Lake Apartments.  The new mortgage of $113,500,000  replaced  existing  mortgage
indebtedness of approximately $109,007,000. The new mortgage bears interest at a
variable  rate,  requires  monthly  payments of interest  only and has a balloon
payment of $113,500,000 due on August 1, 2011. The interest rate on the variable
rate loan is the Freddie Mac discounted  mortgage-backed  security index plus 63
basis points.  The rate was 4.124% at September 30, 2005. After repayment of the
existing  mortgage,  payment of closing costs,  and funding of a $675,000 repair
escrow account and operating reserves,  the Partnership received net proceeds of
approximately   $3,294,000.   The   Partnership   also   received  a  refund  of
approximately  $7,085,000 relating to the repair escrow required by the previous
lender.  Total  capitalized  loan costs  associated with this  refinancing  were
approximately  $522,000  during the nine months ended  September  30, 2004.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $918,000  due  to the  write  off of  approximately  $904,000  of
unamortized loan costs and a prepayment penalty of approximately  $14,000 during
the nine months ended September 30, 2004.

Note F - Casualty Event

On June 13, 2005, a fire  damaged  thirty three units in three  buildings at the
Partnership's  investment  property.  The Managing  General Partner is currently
evaluating the status of two buildings damaged in the fire. The Managing General
Partner  currently  plans to  complete  repairs at one of the  buildings,  which
sustained  only  electrical  and smoke  damage.  The other  two  buildings  were
severely  damaged and the Managing  General  Partner does not currently  plan to
rebuild these two buildings.  The current  estimate of the costs to demolish the
two  buildings,  which were  severely  damaged and repair the third  building is
approximately  $1,100,000.  Insurance proceeds are expected to be received which
will cover any replacement costs along with the insurable value of the buildings
not restored.

Note G - Contingencies

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters involving it or its investment property that are not of a routine nature
arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such  agencies in  connection  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection with the ownership,  operation and management of its property, the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its property.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  minimize  the  effects  that mold could have on  residents.  To date,  the
Partnership  has not  incurred  any material  costs or  liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Managing General Partner can make no
assurance  that  liabilities  resulting from the presence of or exposure to mold
will  not have a  material  adverse  effect  on the  Partnership's  consolidated
financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.


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

The Partnership's sole asset is a 2,899 unit apartment  complex,  which consists
of apartment  and townhouse  units and a four-store  shopping  center,  known as
Springhill Lake Apartments located in Greenbelt, Maryland. Average occupancy for
the nine months ended September 30, 2005 and 2004 was 93% and 96%, respectively.
The  decrease in  occupancy  is  primarily  attributable  to tenants  leaving to
purchase  homes,  property  management  raising the  qualifying  conditions  for
prospective  tenants in order to attract a more stable tenant  population  and a
fire in June 2005 which damaged one building and destroyed two buildings.

The  Partnership's  financial  results depend upon a number of factors including
the ability to attract and maintain tenants at the investment property, interest
rates on mortgage  loans,  costs  incurred to operate the  investment  property,
general economic conditions and weather. As part of the ongoing business plan of
the  Partnership,  the  Managing  General  Partner  monitors  the rental  market
environment of its investment  property to assess the  feasibility of increasing
rents, maintaining or increasing occupancy levels and protecting the Partnership
from increases in expenses.  As part of this plan, the Managing  General Partner
attempts  to  protect  the  Partnership  from the  burden  of  inflation-related
increases  in  expenses  by  increasing  rents and  maintaining  a high  overall
occupancy  level.   However,   the  Managing  General  Partner  may  use  rental
concessions and rental rate reductions to offset  softening  market  conditions,
accordingly,  there is no guarantee  that the Managing  General  Partner will be
able to sustain such a plan.  Further,  a number of factors that are outside the
control of the  Partnership  such as the local economic  climate and weather can
adversely or positively affect the Partnership's financial results.

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2005 was
approximately   $2,129,000   compared   to   approximately   $389,000   for  the
corresponding  period in 2004.  Income  before  minority  interest  for the nine
months  ended  September  30,  2005 was  approximately  $2,504,000  compared  to
approximately  $2,733,000 for the corresponding  period in 2004. The decrease in
income before minority  interest for the nine months ended September 30, 2005 is
primarily due to an increase in total expenses  partially  offset by an increase
in total revenues.

The  Partnership's  net income for the three months ended September 30, 2005 was
approximately  $864,000  compared to a net loss of approximately  $2,662,000 for
the corresponding  period in 2004. Income before minority interest for the three
months ended September 30, 2005 was approximately $864,000 compared to a loss of
approximately  $318,000 for the  corresponding  period in 2004.  The increase in
income before minority interest for the three months ended September 30, 2005 is
primarily due to an increase in total revenues and a decrease in total expenses.

The increase in total revenues for the three and nine months ended September 30,
2005 is due to an increase in rental and other income and casualty gains. Rental
income  increased  due  to an  increase  in  the  average  rental  rate  at  the
Partnership's investment property partially offset by a decrease in occupancy as
discussed  above.  Other income increased due to an increase in resident utility
reimbursements and lease cancellations fees at Springhill Lake Apartments.

During  the  nine  months  ended   September   30,  2005,  a  casualty  gain  of
approximately  $36,000 was  recorded at the  Partnership's  investment  property
related to stolen copper fire  sprinkler  pipings and fittings from 37 buildings
which occurred in July 2005. The gain was the result of the receipt of insurance
proceeds  of  approximately  $41,000  offset by the  write off of  approximately
$5,000 of undepreciated property improvements and replacements.

During  the  nine  months  ended   September   30,  2005,  a  casualty  gain  of
approximately  $93,000 was  recorded at the  Partnership's  investment  property
related to a power loss to one of the property's chillers which resulted in some
flooding damage. The gain was the result of the receipt of insurance proceeds of
approximately $93,000. The damaged equipment was fully depreciated.

During  the  nine  months  ended   September   30,  2005,  a  casualty  gain  of
approximately  $62,000 was  recorded at the  Partnership's  investment  property
related to a fire that  occurred in September  2004 which  caused  damage to the
business  office at the  property.  The gain was the  result of the  receipt  of
insurance  proceeds  of  approximately  $71,000  offset  by  the  write  off  of
approximately $9,000 of undepreciated property improvements and replacements.

During September 2003,  Hurricane Isabel caused damages to some of the apartment
buildings at the property.  During the nine months ended September 30, 2004, all
work was  completed  to repair the damage and the  property  recorded a casualty
gain of  approximately  $31,000.  The  gain was the  result  of the  receipt  of
insurance  proceeds  of  approximately  $38,000  offset  by  the  write  off  of
approximately $7,000 of undepreciated damaged assets.

Total  expenses for the nine months ended  September  30, 2005  increased due to
increases in operating,  interest and property tax expenses  partially offset by
decreases in general and  administrative and bad debt expenses and loss on early
extinguishment of debt.  Depreciation expense was relatively  consistent for the
comparable  periods.   Operating  expenses  increased  due  to  an  increase  in
advertising, property and administrative expenses partially offset by a decrease
in  maintenance  expense.  Advertising  expense  increased due to an increase in
radio  and TV  advertising.  Property  expense  increased  due to  increases  in
salaries and related employee benefits and utility costs, mainly natural gas and
electricity.  Administrative  expenses  increased  due to increases in temporary
agency help and an increase in business  license and permits that is required to
be paid for each unit at the investment property. Maintenance expenses decreased
due to  decreases  in contract  services as more work is now being  performed by
on-site  employees.  Interest  expense  increased due to a change in the monthly
variable  interest  rate on the  property's  mortgage  and to an increase in the
mortgage  principal balance during the third quarter 2004.  Property tax expense
increased  due  to an  increase  in the  assessed  value  of  the  Partnership's
investment  property by the local taxing  authority.  Bad debt expense decreased
due to an increase in collections.  The decrease in loss on early extinguishment
of debt is discussed below.

Total  expenses  decreased for the three months ended  September 30, 2005 due to
decreases in  operating,  depreciation  and bad debt  expenses and loss on early
extinguishment   of  debt  partially  offset  by  an  increase  in  general  and
administrative,  interest and property  tax  expenses.  The decrease in bad debt
expense and the  increase in interest  and property tax expenses is as discussed
above.  Depreciation  expense  decreased due to some property  improvements  and
replacements becoming fully depreciated at Springhill Lake Apartments during the
past twelve months which more than offset the  depreciation on new  improvements
and  replacements.  The  decrease  in loss on  early  extinguishment  of debt is
discussed below.

General and administrative expense decreased for the nine months ended September
30, 2005 due to a decrease in accountable reimbursements charged by the Managing
General Partner as allowed under the Partnership  Agreement  associated with its
management of the Partnership.  General and administrative expense increased for
the three months ended September 30, 2005 due to an increase in costs associated
with  the  annual  audit  of  the  Partnership's  financial  statements.   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.

The  limited  partnership  interest  of  Theodore  N.  Lerner  in the  operating
partnerships   is  reflected  as  a  minority   interest  in  the   accompanying
consolidated  financial  statements.  Minority  interest in net  earnings of the
operating  partnerships recorded by the Partnership was zero for the nine months
ended  September 30, 2005 and 2004.  During the nine months ended  September 30,
2005 and 2004, the  Partnership  did not recognize any minority  interest in net
earnings of the operating partnerships as previous distributions to the minority
partner during 2002 reduced the minority interest  partner's  investment balance
to zero. For the nine months ended September 30, 2005 and 2004, distributions to
the  minority  interest  partner  of  approximately   $375,000  and  $2,344,000,
respectively,  were made in excess of the minority  partner's  investment in the
operating  partnerships.  When the operating  partnerships make distributions in
excess of the minority partner's  investment  balance,  the Partnership,  as the
majority  partner,  records  a charge  equal to the  minority  partner's  excess
distribution  over  the  investment   balance.   The  charge  is  classified  as
distributions   to  the  minority   partner  in  excess  of  investment  on  the
accompanying consolidated statements of operations.  Cumulative distributions to
the minority partner in excess of investment  totaled  approximately  $5,195,000
and  $4,427,000  at  September  30,  2005 and 2004,  respectively.  No income is
allocated to the minority  partner until all previous  losses  recognized by the
majority partner are recovered. For the nine months ended September 30, 2005 and
2004,  approximately  $603,000  and  $631,000,  respectively,  in earnings  were
allocated  to the  majority  partner  to  recover  previous  losses  recognized.
Earnings  will  continue  to be  allocated  to the  majority  partner to recover
previous losses  recognized  until such time as the net amount of  approximately
$2,532,000 at September 30, 2005 is recovered.

Liquidity and Capital Resources

At  September  30,  2005,  the  Partnership  had cash and  cash  equivalents  of
approximately  $1,953,000 as compared to  approximately  $3,044,000 at September
30,  2004.  Cash and cash  equivalents  increased  approximately  $451,000  from
December 31, 2004 due to approximately  $7,430,000 of cash provided by operating
activities  partially offset by approximately  $4,098,000 and $2,881,000 of cash
used in investing and financing activities, respectively. Cash used in investing
activities consisted of property improvements and replacements  partially offset
by the withdrawal of restricted  escrows and the receipt of insurance  proceeds.
Cash used in financing  activities  consisted of distributions to partners.  The
Partnership 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 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.  For
example,  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.  Capital  improvements  planned for the
Partnership's property are detailed below.

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $4,420,000 of capital  improvements at Springhill Lake Apartments
consisting  primarily of structural  improvements,  appliances,  water and sewer
upgrades,  roof and floor covering replacements,  water heater, air conditioning
and  plumbing  upgrades,   exterior  painting  and  major   landscaping.   These
improvements  were funded from  operations,  replacement  reserves and insurance
proceeds.  The Partnership  regularly evaluates the capital improvement needs of
the  property  during  the  year.  During  2005,  the  Partnership   anticipates
completing the repairs and  improvements at the property  required to be made in
connection  with the July  2004  refinancing  of the  mortgage  encumbering  the
property.  In  connection  with  the  refinancing,  approximately  $675,000  was
deposited  in an  escrow  account  to fund such  repairs  and  improvements.  At
September  30,  2005,  the  balance  in the  escrow  account  was  approximately
$214,000.   Additional   improvements  and  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and 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  capital  improvements  are  completed  the  Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.

On June 13, 2005, a fire  damaged  thirty three units in three  buildings at the
Partnership's  investment  property.  The Managing  General Partner is currently
evaluating the status of two buildings damaged in the fire. The Managing General
Partner  currently  plans to  complete  repairs at one of the  buildings,  which
sustained  only  electrical  and smoke  damage.  The other  two  buildings  were
severely  damaged and the Managing  General  Partner does not currently  plan to
rebuild these two buildings.  The current  estimate of the costs to demolish the
two  buildings,  which were  severely  damaged and repair the third  building is
approximately  $1,100,000.  Insurance proceeds are expected to be received which
will cover any replacement costs along with the insurable value of the buildings
not restored.

The  Partnership  is  currently  taking  steps to  obtain  approval  from  local
government  authorities of a proposed  redevelopment of Springhill Lake. If such
approval  is  obtained,  the  proposed  redevelopment  is  likely  to  result in
additional approved density of the Springhill Lake project.  The Partnership has
received favorable preliminary indications from the local government authorities
regarding the proposed redevelopment but has not received final approval. First,
the local  government  authorities  review what is referred to as a  "Conceptual
Site Plan".  After the  submission,  review and approval of the conceptual  site
plan, the next step is submission  review and approval of what is referred to as
a "Detailed  Site Plan." The Greenbelt City Council  approved the  Partnership's
Conceptual  Site Plan on July 11, 2005 and the Prince  Georges  County  Planning
Board approved the Partnership's  Conceptual Site Plan on September 8, 2005. The
Partnership  expects to receive  notification  during the fourth quarter of 2005
from the local government authorities as to whether the Conceptual Site Plan has
received final approval. Should the Conceptual Site Plan receive final approval,
the  Partnership  plans to submit a Detailed  Site Plan for approval  later this
year. No assurances can be made regarding  whether the necessary  approvals will
be obtained or whether  the  Partnership  will move  forward  with the  proposed
redevelopment if such approvals are obtained.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive of capital  improvements) of the  Partnership.  On July 22, 2004, the
Partnership refinanced the mortgage encumbering Springhill Lake Apartments.  The
new  mortgage  of  $113,500,000   replaced  existing  mortgage  indebtedness  of
approximately $109,007,000.  The new mortgage bears interest at a variable rate,
requires  monthly  payments  of  interest  only  and has a  balloon  payment  of
$113,500,000  due on August 1, 2011. The interest rate on the variable rate loan
is the  Freddie  Mac  discounted  mortgage-backed  security  index plus 63 basis
points.  The rate was 4.124% at  September  30,  2005.  After  repayment  of the
existing  mortgage,  payment of closing costs,  and funding of a $675,000 repair
escrow account and operating reserves,  the Partnership received net proceeds of
approximately   $3,294,000.   The   Partnership   also   received  a  refund  of
approximately  $7,085,000 relating to the repair escrow required by the previous
lender.  Total  capitalized  loan costs  associated with this  refinancing  were
approximately  $522,000  during the nine months ended  September  30, 2004.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $918,000  due  to the  write  off of  approximately  $904,000  of
unamortized loan costs and a prepayment penalty of approximately  $14,000 during
the nine months ending  September  30, 2004.  The Managing  General  Partner may
attempt to refinance  such  indebtedness  and/or sell the property prior to such
maturity  date.  If the property  cannot be  refinanced or sold for a sufficient
amount, the Partnership will risk losing the property through foreclosure.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                   Nine Months       Per Limited       Nine Months       Per Limited
                      Ended          Partnership          Ended          Partnership
                September 30, 2005       Unit       September 30, 2004       Unit

<S>                    <C>               <C>             <C>               <C>
Refinancing            $ --              $ --            $ 7,744           $11,932
Operations             2,506             3,669             8,155            11,937
                      $2,506            $3,669           $15,899           $23,869
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the timing of the debt maturity,  property sale and/or refinancing.
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
significant  additional  distributions to its partners during 2005 or subsequent
periods.

Other

AIMCO and its affiliates owned 522.65 limited partnership units (the "Units") in
the Partnership  representing  80.53% of the outstanding  Units at September 30,
2005. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional Units in exchange for cash or a combination of cash and units
in AIMCO Properties,  L.P., the operating  partnership of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  80.53%  of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  property.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
asset.

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.   The  Partnership  will  offer  rental   concessions   during
particularly  slow months or in response to heavy competition from other similar
complexes  in  the  area.  Rental  income  attributable  to  leases,  net of any
concessions,  is recognized on a straight-line basis over the term of the lease.
The Partnership evaluates all accounts receivable from residents and establishes
an allowance,  after the application of security deposits,  for accounts greater
than 30 days past due on current  tenants  and all  receivables  due from former
tenants.


<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged  transactions,  nor does it hold or issue  financial  instruments  for
trading  purposes.  The  Partnership  is exposed to  changes in  interest  rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations.  The debt encumbering the Property bears interest at a
variable rate.  Based on interest rates at September 30, 2005, a 100 basis point
increase  or  decrease  in market  interest  rates  would  affect  net income by
approximately $1.1 million.

The Partnership's  debt obligations at September 30, 2005 consists of a mortgage
of $113,500,000 which is due on August 1, 2011. The mortgage bears interest at a
variable rate and requires  monthly payments of interest only. The interest rate
on the variable rate loan is the Freddie Mac discounted mortgage-backed security
index  ("DMBS") plus 63 basis points.  The rate was 4.124% at September 30, 2005
and resets monthly. Management believes that the fair value of the Partnership's
debt approximates its carrying value as of September 30, 2005.

ITEM 4.     CONTROLS AND PROCEDURES

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

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



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.



<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:   AIMCO/Springhill Lake Investors GP,
LLC
                                          Managing General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: November 14, 2005



<PAGE>


                Springhill Lake Investors Limited Partnership

                                Index to Exhibits

3.4               Amended  and  Restated  Limited  Partnership  Agreement  and
                  Certificate  of  Amendment  of  Springhill   Lake  Investors
                  Limited Partnership(1)

3.4   (a)         Amendment  to  Amended  and  Restated  Limited   Partnership
                  Agreement of Springhill Lake Investors  Limited  Partnership
                  dated August 23, 1995 (2)

10    (a)         Amended  and  Restated  Limited  Partnership  Agreement  and
                  Certificate  of Amendment of First  Springhill  Lake Limited
              Partnership (Partnership Agreements of Second - Ninth
                  Springhill  Lake  Limited   Partnerships  are  substantially
                  identical)(1)

      (p)         Maryland Amended and Restated  Multifamily Note dated July 22,
                  2004 between Springhill Lake Investors Limited Partnership and
                  GMAC Commercial Mortgage Corporation (3)

      (q)         Amended and Restated  Limited  Guaranty dated July 22, 2004 by
                  AIMCO  Properties,  L.P.,  for the benefit of GMAC  Commercial
                  Mortgage Corporation (3)

      (r)         Amended and Restated  Payment  Guaranty dated July 22, 2004 by
                  the Operating Partnerships (3)

      (s)         Repair  Escrow  Agreement  dated  July 22,  2004  between  the
                  Springhill   Lake  Investors   Limited   Partnership  and  the
                  Operating    Partnerships   and   GMAC   Commercial   Mortgage
                  Corporation (3)

      (t)         Replacement  Reserve Agreement dated July 22, 2004 between the
                  Springhill   Lake  Investors   Limited   Partnership  and  the
                  Operating    Partnerships   and   GMAC   Commercial   Mortgage
                  Corporation (3)

      (u)         Maryland  Amended and Restated  Promissory Note dated July 22,
                  2004 between Springhill Lake Investors Limited Partnership and
                  the Operating Partnerships (3)

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

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

32.1              Certification  of  the  equivalent  of the  Chief  Executive
                  Officer and Chief  Financial  Officer  Pursuant to 18 U.S.C.
                  Section  1350,  as Adopted  Pursuant  to Section  906 of the
                  Sarbanes-Oxley Act of 2002.

(1)               Incorporated   herein  by  reference  to  the   Registrant's
                  Registration  Statement on Form 10 dated April 30, 1986,  as
                  thereafter amended.

(2)               Incorporated   herein  by  reference  to  the   Registrant's
                  Current  Report on Form 8-K dated August 23, 1995,  as filed
                  September 5, 1995.

(3)               Incorporated  herein by reference to the Registrant's  Current
                  Report on Form 8-K dated  July 22,  2004,  as filed  August 4,
                  2004.



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 14, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice  President  of  AIMCO/Springhill
                                    Lake  Investors  GP, LLC,  equivalent of the
                                    chief executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 14, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice  President  of  AIMCO/Springhill   Lake
                                    Investors  GP, LLC  equivalent  of the chief
                                    financial officer of the Partnership


<PAGE>



Exhibit 32.1


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



In  connection  with  the  Quarterly  Report  on Form  10-Q of  Springhill  Lake
Investors  Limited  Partnership  (the  "Partnership"),  for the quarterly period
ended September 30, 2005 as filed with the Securities and Exchange Commission on
the date hereof (the  "Report"),  Martha L. Long, as the equivalent of the Chief
Executive  Officer of the Partnership,  and Stephen B. Waters, 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/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 14, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 14, 2005


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