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 June 30, 2002

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


             For the transition period from _________to _________

                         Commission file number 0-14569


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



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

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

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


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


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


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

                                  June 30, 2002
<TABLE>
<CAPTION>

                                                            June 30,      December 31,
                                                              2002            2001
                                                          (unaudited)        (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 1,424         $ 2,277
   Receivables and deposits                                    2,839           2,118
   Restricted escrows                                          2,622           2,332
   Other assets                                                  480           1,256
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                118,988         119,300
                                                             124,821         125,133
      Less accumulated depreciation                          (68,965)        (65,806)
                                                              55,856          59,327
                                                            $ 63,221        $ 67,310
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                         $ 1,208         $ 2,222
   Due to affiliates                                              --              99
   Tenant security deposit liabilities                           813             775
   Other liabilities                                             990           1,096
   Advances from affiliate                                        --           1,853
   Mortgage note payable                                      50,802          51,788
                                                              53,813          57,833

Minority interest                                              5,661           5,470

Partners' (Deficit) Capital
   General partners                                           (2,673)         (2,660)
   Limited partners (649 units issued and
      outstanding)                                             6,420           6,667
                                                               3,747           4,007
                                                            $ 63,221        $ 67,310

Note: The balance sheet at December 31, 2001,  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. Certain amounts have been
      reclassified  to conform to the  presentation of the June 30, 2002 balance
      sheet.

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


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


<TABLE>
<CAPTION>

                                             Three Months Ended         Six Months Ended
                                                  June 30,                  June 30,
                                              2002         2001         2002          2001
Revenues:
<S>                                         <C>          <C>           <C>          <C>
  Rental income                             $ 7,562      $ 7,317       $15,014      $14,536
  Other income                                  294          337           615          666
  Casualty gain                                 466           --           466           --
      Total revenues                          8,322        7,654        16,095       15,202

Expenses:
   Operating                                  3,567        3,009         6,640        5,915
   General and administrative                   178          180           362          347
   Depreciation                               1,573        1,585         3,331        3,147
   Interest                                   1,200        1,317         2,486        2,653
   Property taxes                               469          466           930          916
      Total expenses                          6,987        6,557        13,749       12,978

Income before minority interest               1,335        1,097         2,346        2,224

Minority interest in net income
   of operating partnerships                   (243)        (300)         (489)        (600)

Net income                                  $ 1,092       $ 797        $ 1,857      $ 1,624

Net income allocated to general
  partners (5%)                               $ 55         $ 40         $ 93          $ 81

Net income allocated to limited
   partners (95%)                             1,037          757         1,764        1,543

                                            $ 1,092       $ 797        $ 1,857      $ 1,624

Net income per limited partnership
  unit                                      $ 1,598      $ 1,167       $ 2,718      $ 2,378

Distributions per limited partnership
  unit                                      $ 3,099        $ --        $ 3,099        $ --

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>


                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

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

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

Net income for the six months
   ended June 30, 2001                    --              81        1,543      1,624

Partners' (deficit) capital at
   June 30, 2001                         649         $(2,698)     $ 5,942    $ 3,244



Partners' (deficit) capital at
   December 31, 2001                     649         $(2,660)     $ 6,667     $ 4,007

Distributions for the six months
   ended June 30, 2002                    --            (106)      (2,011)    (2,117)

Net income for the six months
   ended June 30, 2002                    --              93        1,764      1,857

Partners' (deficit) capital at
   June 30, 2002                         649         $(2,673)     $ 6,420    $ 3,747

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                (in thousands)

<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                        June 30,
                                                                    2002        2001
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income                                                      $ 1,857      $ 1,624
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Minority interest in net income of operating
      partnerships                                                    489          600
     Depreciation                                                   3,331        3,147
     Casualty gain                                                   (466)          --
     Amortization of loan costs                                        68           68
     Bad debt expense, net                                            100          155
     Change in accounts:
      Receivables and deposits                                       (821)      (1,214)
      Other assets                                                    708          821
      Accounts payable                                               (384)          13
      Tenant security deposit liabilities                              38           99
      Other liabilities                                                51          404
      Due to affiliates                                               (99)        (168)
           Net cash provided by operating activities                4,872        5,549

Cash flows from investing activities:
  Insurance proceeds received                                         445           --
  Property improvements and replacements                           (2,871)      (5,242)
  Net deposits to restricted escrows                                 (290)        (211)
  Refund of construction service fees from affiliate                2,245           --
           Net cash used in investing activities                     (471)      (5,453)

Cash flows from financing activities:
  Payments on mortgage note payable                                  (986)        (919)
  Payments on advances from affiliate                              (1,853)      (1,172)
  Advance from affiliate                                               --          686
  Distributions                                                    (2,117)          --
  Distributions to minority partner                                  (298)          --
           Net cash used in financing activities                   (5,254)      (1,405)

Net decrease in cash and cash equivalents                            (853)      (1,309)

Cash and cash equivalents at beginning of period                    2,277        2,447

Cash and cash equivalents at end of period                        $ 1,424      $ 1,138

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 2,427      $ 2,606

At December 31, 2001 and 2000 approximately $673,000 and $908,000, respectively,
of property  improvements  and  replacements  were included in accounts  payable
which are  included in property  improvements  and  replacements  during the six
months ended June 30, 2002 and 2001, 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 and six month periods ended June
30, 2002, are not necessarily indicative of the results that may be expected for
the year  ending  December  31,  2002.  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, 2001.
The Managing  General Partner is ultimately  controlled by Apartment  Investment
and  Management  Company  ("AIMCO"),  a publicly  traded real estate  investment
trust.

Certain  reclassifications  have been made to the 2001 information to conform to
the 2002 presentation.

Note B - Transactions with Affiliated Parties

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

Affiliates of the Managing  General Partner are entitled to receive 3% of tenant
rent  collections  and 5% of  store  commercial  income  from  the  Registrant's
property for providing property management services. The Registrant paid to such
affiliates approximately $449,000 and $457,000 for the six months ended June 30,
2002 and 2001, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $267,000 and
$261,000  for the six months ended June 30, 2002 and 2001,  respectively,  which
are included in general and administrative expenses.

During 2001, the Partnership was charged,  by affiliates of the Managing General
Partner,  approximately  $2,245,000 for fees related to construction  management
services  for work  performed  during 1999,  2000 and 2001.  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 June 30, 2002.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $50,000 in asset management fees and approximately $5,000
in  administrative  fees for both the six months  ended June 30,  2002 and 2001.
These fees are included in operating expenses.

At December 31, 2001, the Partnership owed advances of approximately  $1,864,000
to an affiliate of the  Managing  General  Partner  including  accrued  interest
thereon of  approximately  $11,000  which was included in due to  affiliates  at
December 31, 2001.  These  advances bear interest at the prime rate plus 2%, and
the  Partnership  recognized  approximately  $30,000  and  $117,000  in interest
expense during the six months ended June 30, 2002 and 2001, respectively. During
the six months  ended June 30,  2002,  the  Partnership  received no  additional
advances  from the  Managing  General  Partner  and made  principal  payments of
approximately  $1,864,000.  All advances  including  accrued interest owed to an
affiliate of the Managing General Partner have been repaid at June 30, 2002.

Beginning in 2001,  the  Partnership  began  insuring 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 the six months ended June
30,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $225,000 and $393,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

Note C - Casualty Gain

During April 2001 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to two  buildings at the  property.  The property  initially  received
$145,000 of insurance  proceeds  during  August 2001 and received the  remaining
balance of $445,000  in June 2002.  All work has been  completed  with the total
costs to restore the buildings totaling approximately  $595,000. A casualty gain
was recognized during the second quarter of 2002 of approximately  $466,000 as a
result of the receipt of $590,000 in total insurance proceeds less the write-off
of approximately $124,000 in undepreciated assets.

Note D - 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.

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

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

The Operating  Partnerships'  investment property is a complex which consists of
apartment and townhouse units and an eight store shopping center.  The following
table sets forth the average  occupancy of the property for the six months ended
June 30, 2002 and 2001:

                                                             Average
                                                            Occupancy
                                                       2002          2001
       Springhill Lake Apartments
          Greenbelt, Maryland                          97%            97%

Results of Operations

The  Registrant's  net  income  for the six  months  ended  June  30,  2002  was
approximately  $1,857,000  as  compared  to  approximately  $1,624,000  for  the
corresponding  period in 2001. The  Registrant's net income for the three months
ended June 30, 2002 was  approximately  $1,092,000 as compared to  approximately
$797,000 for the  corresponding  period in 2001. Income before minority interest
for the six months ended June 30, 2002 was approximately  $2,346,000 as compared
to approximately  $2,224,000 for the corresponding period in 2001. Income before
minority  interest for the three  months  ended June 30, 2002 was  approximately
$1,335,000 as compared to approximately  $1,097,000 for the corresponding period
in 2001. The increase in income before  minority  interest for the three and six
months  ended June 30,  2002 is  primarily  the result of an  increase  in total
revenues  partially  offset by an increase in total  expenses.  The  increase in
total revenues is attributable to the casualty gain resulting from a fire at the
Registrant's  investment property in April 2001 and an increase in rental income
partially offset by a decrease in other income. The increase in rental income is
primarily attributable to an increase in average rental rates at Springhill Lake
Apartments.  Other  income  decreased  slightly  due to a decrease  in  interest
income.

During April 2001 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to two  buildings at the  property.  The property  initially  received
$145,000 of insurance  proceeds  during  August 2001 and received the  remaining
balance of $445,000  in June 2002.  All work has been  completed  with the total
costs to restore the buildings totaling approximately  $595,000. A casualty gain
was recognized during the second quarter of 2002 of approximately  $466,000 as a
result of the receipt of $590,000 in total insurance proceeds less the write-off
of approximately $124,000 in undepreciated assets.

Total expenses for the six month period ended June 30, 2002 increased  primarily
due to an increase in operating and depreciation  expenses partially offset by a
decrease in interest expense.  Operating  expenses increased due to increases in
maintenance and insurance  expense  partially  offset by decreases in utilities,
primarily  natural gas and fuel costs,  and  advertising  expenses.  Maintenance
expense increased due to increases in interior painting,  building  improvements
and yard and ground work at the  Partnership's  investment  property.  Insurance
expense increased due to increases in hazard insurance premiums. The decrease in
advertising expense is primarily a result of stable occupancy at Springhill Lake
Apartments.  Depreciation expense increased due to assets placed into service at
the  property  during the last 12 months  being  depreciated.  Interest  expense
decreased  due to advances  from an affiliate of the  Managing  General  Partner
being paid in full during the six months  ended June 30, 2002 and the  scheduled
monthly payment of principal on the mortgage encumbering the property.

Total  expenses  for the  three  month  period  ended  June 30,  2002  increased
primarily  due to an  increase  in  operating  expense  offset by a decrease  in
interest expense as discussed above.

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.

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 June 30, 2002, the Registrant had cash and cash  equivalents of approximately
$1,424,000 as compared to  approximately  $1,138,000 at June 30, 2001.  Cash and
cash equivalents decreased  approximately $853,000 for the six months ended June
30, 2002 from December 31, 2001.  The decrease in cash and cash  equivalents  is
the result of  approximately  $5,254,000  and $471,000 of cash used in financing
and   investing   activities,   respectively,   which  was  largely   offset  by
approximately $4,872,000 of cash provided by operating activities.  Cash used in
financing  activities  consisted  of  principal  payments  made on the  mortgage
encumbering the Registrant's  property,  payments on advances from affiliate and
distributions to the partners.  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 largely offset by a refund of
construction  service fees from an affiliate of the Managing General Partner and
the receipt of insurance proceeds.  During 2001, the Partnership was charged, by
affiliates of the Managing  General Partner,  approximately  $2,245,000 for fees
related to construction management services for work performed during 1999, 2000
and 2001. 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 June 30, 2002. The Registrant invests
its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating  needs of the Registrant and to comply with Federal,  state,
and local legal and regulatory requirements.

For  2002,  the  Partnership  budgeted  approximately   $1,233,000  for  capital
improvements  at  Springhill  Lake  Apartments  consisting  primarily  of  floor
covering and appliance replacements and structural improvements.  During the six
months ended June 30, 2002, the property completed  approximately  $2,198,000 of
budgeted and unbudgeted capital expenditures, consisting primarily of structural
and building improvements,  floor covering and appliance replacements,  plumbing
fixtures and air  conditioning  upgrades.  These  improvements  were funded from
operating cash flow,  insurance  proceeds and replacement  reserves.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $50,802,000 is being  amortized over 120 months
with a balloon payment of  approximately  $49,017,000 due May 2003. The Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
property  prior to such maturity  date. If the property  cannot be refinanced or
sold for a  sufficient  amount,  the  Registrant  will risk losing the  property
through foreclosure.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2002         Unit        June 30, 2001         Unit

<S>                     <C>              <C>               <C>              <C>
Operations              $2,117           $3,099            $ --             $ --
</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,  refinancings,  and/or property sales. The Registrant's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Registrant will generate  sufficient  funds from  operations  after required
capital  improvements  expenditures to permit any further  distributions  to its
partners during the remainder of 2002 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 520.90 limited  partnership  units
(the "Units") in the Partnership representing 80.26% of the outstanding Units at
June 30, 2002. 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 80.26% of the outstanding Units, AIMCO
is in a  position  to  influence  all  voting  decisions  with  respect  to  the
Registrant.  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.  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.  To  mitigate  the  impact of  fluctuations  in U.S.
interest rates,  the  Partnership  maintains its debt as fixed rate in nature by
borrowing on a long-term basis. However, the advances made from its affiliate to
the  Partnership  bear interest at a variable  rate.  Based on interest rates at
June 30, 2002, a 100 basis point  increase or decrease in market  interest rates
would not have a material impact on the Partnership.

The following table  summarizes the  Partnership's  debt obligations at June 30,
2002. The interest rates represent the weighted-average rates. The fair value of
the Partnership's debt is approximately $51,650,000 as of June 30, 2002.

Principal amount by expected maturity:

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

               2002                $ 1,055                  9.30%
               2003                 49,747                  9.30%
               Total               $50,802




<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  of Chief  Executive  Officer and
                  Chief Financial Officer.

            b)    Reports on Form 8-K:

                  None filed for the quarter ended June 30, 2002.




<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
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: August 14, 2002


<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
June 30, 2002 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:  August 14, 2002


                                    /s/  Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 2002


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.