FORM 10-QSB--Quarterly or Transitional Report Under Section
                        13 or 15 (d) OF The Securities Exchange Act of 1934

                        Quarterly or Transitional Report

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

                                   Form 10-QSB

(Mark One)

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

                    For the quarterly period ended June 30, 2000

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


                For the transition period from _________to _________

                         Commission file number 0-14569

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

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

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

                                 (864) 239-1000

                           (Issuer's telephone number)

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

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                  June 30, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                            <C>             <C>
   Cash and cash equivalents                                                  $ 1,797
   Receivables and deposits (net of $106 allowance for
      doubtful accounts)                                                        2,280
   Restricted escrows                                                           2,630
   Other assets                                                                   590
   Investment property:
      Land                                                     $  5,833
      Buildings and related personal property                   105,862
                                                                111,695

      Less accumulated depreciation                             (56,264)       55,431
                                                                             $ 62,728

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                          $  2,252
   Tenant security deposit liabilities                                            527
   Other liabilities                                                            1,017
   Mortgage note payable                                                       54,668

Minority interest                                                               3,987

Partners' (Deficit) Capital

   General partners                                            $ (2,846)
   Investor limited partners (649 units issued and
      outstanding)                                                3,123           277
                                                                             $ 62,728

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>




b)

                   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,
                                         2000          1999         2000         1999
Revenues:
<S>                                    <C>           <C>          <C>          <C>
  Rental income                        $ 6,192       $ 6,355      $11,882      $12,438
  Other income                             326           554          634          908
      Total revenues                     6,518         6,909       12,516       13,346

Expenses:
   Operating                             2,772         2,796        5,207        5,514
   General and administrative              145           233          270          339
   Depreciation                          1,386           996        2,675        1,992
   Interest                              1,294         1,343        2,603        2,699
   Property taxes                          452           419          892          883
   Bad debt expense                         63           191          231          468
      Total expenses                     6,112         5,978       11,878       11,895

Income before minority interest            406           931          638        1,451

Minority interest in net earnings
   of operating partnerships              (173)         (228)        (256)        (350)

Net income                             $   233       $   703      $   382      $ 1,101

Net income allocated to
  general partners (5%)                $    12       $    35      $    19      $    55

Net income allocated to investor
   limited partners (95%)                  221           668          363        1,046

                                       $   233       $   703      $   382      $ 1,101

Net income per limited
  partnership unit                     $   340       $ 1,030      $   559      $ 1,612

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>


c)

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                       Limited                   Investor
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

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

Partners' (deficit) capital at
   December 31, 1999                     649         $(2,865)     $ 2,760    $  (105)

Net income for the six months
   ended June 30, 2000                    --              19          363        382

Partners' (deficit) capital at
   June 30, 2000                         649         $(2,846)     $ 3,123    $   277

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

d)

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)

<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                             <C>         <C>
   Net income                                                   $   382     $ 1,101
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Minority interest in net earnings of operating
           partnerships                                             256         350
        Depreciation                                              2,675       1,992
        Amortization of loan costs                                   62          62
        Bad debt expense                                            231         468
        Change in accounts:
          Receivables and deposits                               (1,174)     (1,433)
          Other assets                                              827         706
          Accounts payable                                          849      (1,142)
          Tenant security deposit liabilities                        21          62
          Other liabilities                                         341        (106)
          Due to affiliates                                          --          92

               Net cash provided by operating activities          4,470       2,152

Cash flows from investing activities:

   Property improvements and replacements                        (3,708)     (1,315)
   Net (deposits to) receipts from restricted escrows              (574)        727

               Net cash used in investing activities             (4,282)       (588)

Cash flows used in financing activities:

   Payments on mortgage note payable                               (734)       (760)

Net (decrease) increase in cash and cash equivalents               (546)        804

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

Cash and cash equivalents at end of period                      $ 1,797     $ 4,132

Supplemental disclosure of cash flow information:

   Cash paid for interest                                       $ 2,118     $ 2,637

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

e)

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

Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Springhill Lake
Investors  Limited  Partnership (the  "Partnership"  or "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of Three Winthrop  Properties,  Inc. (the
"Managing General Partner" or "Three Winthrop"),  all adjustments (consisting of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  Operating results for the three and six month periods ended June
30, 2000, are not necessarily indicative of the results that may be expected for
the year  ending  December  31,  2000.  For  further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999.

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Partnership and its 90% general partnership  interest in Springhill Lake Limited
Partnerships  I though IX and Springhill  Commercial  Limited  Partnership  (the
"Operating  Partnerships").  Theodore N.  Lerner's  ownership  in the  Operating
Partnerships  has been  reflected  as a minority  interest  in the  accompanying
consolidated  financial  statements.  All significant  intercompany accounts and
transactions have been eliminated in consolidation.

Note B - Transfer of Control

On October 28, 1997, Insignia Financial Group, Inc.  ("Insignia")  acquired 100%
of the Class B stock of First Winthrop Corporation,  the sole shareholder of the
Managing General Partner as well as a 20.7% limited partnership  interest in the
Partnership.  Pursuant to this transaction,  the by-laws of the Managing General
Partner  were amended to provide for the  creation of a  Residential  Committee.
Pursuant to the amended and  restated  by-laws,  Insignia had the right to elect
one director to the Managing  General  Partner's Board of Directors and to cause
the Managing  General  Partner to take such actions as it deemed  necessary  and
advisable in connection with the activities of the Partnership.

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

Note C - Transactions with Affiliated Parties

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

The following  transactions with affiliates of the Managing General Partner were
charged to expense for the six months ended June 30, 2000 and 1999:

                                                          2000             1999
                                                             (in thousands)
     Property management fees (included in
        operating expenses)                               $ 367            $ 374
     Reimbursement for services of affiliates
        (included in general and administrative
        expense and investment properties)                  171              156
     Asset management fee (included in
        general and administrative expense)                  50               50
     Annual administration fee (included in
        general and administrative expense)                   5                5

During the six months ended June 30, 2000 and 1999,  affiliates  of the Managing
General Partner were entitled to receive 3% of tenant rent collections and 5% of
store commercial  income from the Registrant's  property for providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$367,000  and  $374,000  for the six  months  ended  June  30,  2000  and  1999,
respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $171,000 and
$156,000 for the six months ended June 30, 2000 and 1999, respectively.

Subsequent to June 30, 2000, an affiliate of the Managing General Partner loaned
the Partnership approximately $1,325,000 for budgeted capital improvements.

AIMCO and its affiliates  currently own 324.82 limited  partnership units in the
Partnership  representing  50.05% of the  outstanding  units.  A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates or
Three  Winthrop's  affiliates.  It is possible that AIMCO or its affiliates will
make one or more additional  offers to acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters.  As a result of its ownership of 50.05% of the outstanding units, AIMCO
is in a  position  to  influence  all  voting  decisions  with  respect  to  the
Registrant. When voting on matters, AIMCO would in all likelihood vote the Units
it acquired  in a manner  favorable  to the  interest  of the  Managing  General
Partner because of their affiliation with the Managing General Partner.

Note D - Segment Reporting

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

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

Measurement of segment profit or loss:

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

Segment  information for the three and six month periods ended June 30, 2000 and
1999 is shown in the tables below (in  thousands).  The "Other" column  includes
partnership administration related items and income and expense not allocated to
the reportable segment.

   Three Months Ended June 30, 2000
                                          Property    Other     Totals
Rental income                            $  6,192     $   --   $ 6,192
Other income                                  318          8       326
Interest expense                            1,294         --     1,294
Depreciation                                1,386         --     1,386
General and administrative expense             --        145       145
Minority interest in net earnings
  of operating partnerships                    --       (173)     (173)
Segment income (loss)                         543       (310)      233

    Six Months Ended June 30, 2000
                                          Property    Other     Totals
Rental income                            $ 11,882     $   --   $11,882
Other income                                  615         19       634
Interest expense                            2,603         --     2,603
Depreciation                                2,675         --     2,675
General and administrative expense             --        270       270
Minority interest in net earnings
  of operating partnerships                    --       (256)     (256)
Segment income (loss)                         889       (507)      382
Total assets                               62,288        440    62,728
Capital expenditures for investment
   property                                 3,708         --     3,708

   Three Months Ended June 30, 1999
                                          Property    Other     Totals
Rental income                            $  6,355     $   --   $  6,355
Other income                                  233        321        554
Interest expense                            1,343         --      1,343
Depreciation                                  996         --        996
General and administrative expense             --        233        233
Minority interest in net earnings
  of operating partnerships                    --       (228)      (228)
Segment income (loss)                         843       (140)       703

    Six Months Ended June 30, 1999
                                          Property    Other     Totals
Rental income                            $ 12,438     $   --   $ 12,438
Other income                                  568        340        908
Interest expense                            2,699         --      2,699
Depreciation                                1,992         --      1,992
General and administrative expense             --        339        339
Minority interest in net earnings
  of operating partnerships                    --       (350)      (350)
Segment income (loss)                       1,450       (349)     1,101
Total assets                               60,011      1,939     61,950
Capital expenditures for investment
   property                                 1,315         --      1,315

Note E - Legal Proceedings

Grady v. Springhill  Lake Apartments  (Pending before the Prince George's County
Human  Relations  Commission,  case no.  AP94-1233).  This public  accommodation
discrimination  claim was filed on December 16, 1994,  however,  the  Commission
failed to notify  the  Registrant  of the charge  until  September  8, 1996.  On
December 26, 1996, the Registrant  filed its position  statement in this matter.
In his charge, the Complainant  claims that he was denied information  regarding
the rental of an apartment for  commercial use because of his race. In fact, the
Property does not lease  apartments  for  commercial  use, and, at the time, the
Property  had  no  commercial  space  available  for  lease.  In  addition,  the
Registrant  believes that the almost two year delay in notifying the  Registrant
of the  charge  is so  prejudicial  that the  charge  should be  dismissed.  The
Registrant is vigorously defending this matter.

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

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

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

The Operating  Partnerships'  investment property is a complex which consists of
apartment and townhouse units and an eight store shopping center.  The following
table sets forth the average  occupancy of the property for the six months ended
June 30, 2000 and 1999:

                                                            Average
                                                           Occupancy

                                                       2000          1999

       Springhill Lake Apartments
          Greenbelt, Maryland                          85%            92%

The  decrease in  occupancy is due to the eviction of a number of tenants at the
property.  Due to the lengthy eviction  procedures  required within the state of
Maryland, a number of evictions were finalized during the first quarter of 2000.
The  occupancy  has  increased  3% over the last three  months and the  Managing
General Partner anticipates occupancy to continue to increase.

Results of Operations

The  Registrant's  net  income  for the six  months  ended  June  30,  2000  was
approximately   $382,000  as  compared  to  approximately   $1,101,000  for  the
corresponding  period in 1999. The  Registrant's net income for the three months
ended June 30, 2000 was  approximately  $233,000  as  compared to  approximately
$703,000 for the  corresponding  period in 1999. Income before minority interest
for the six months ended June 30, 2000 was approximately $638,000 as compared to
approximately  $1,451,000 for the  corresponding  period in 1999.  Income before
minority  interest for the three  months  ended June 30, 2000 was  approximately
$406,000 as compared to approximately  $931,000 for the corresponding  period in
1999.  The  decrease in income  before  minority  interest for the three and six
months  ended June 30,  2000 is  primarily  the  result of a  decrease  in total
revenues.  The decrease in total revenues is  attributable to a decrease in both
rental and other income.  Rental income decreased due to a decrease in occupancy
at the property as  discussed  above and an increase in  concessions  offered to
tenants.  Other  income  decreased  primarily  due to the receipt in May 1999 of
attorney fees and costs received as a result of a summary  judgement  granted in
favor of the Partnership.

Total expenses remained relatively constant but there were reductions in general
and  administrative,  bad debt,  interest and operating expenses which more than
offset the increase in depreciation expense. Bad debt expense decreased due to a
decrease in write-offs of tenant  receivables and charges that were deemed to be
uncollectible.  Interest expense decreased due to scheduled  principal  payments
which  reduced  the  carrying  balance  of the debt  encumbering  the  property.
Operating  expenses  decreased  primarily  due to decreases in referral fees and
completion of exterior building projects in 1999. These decreases were partially
offset by  increases  in fuel oil,  due to the  change  to a more  reliable  but
expensive  supplier,  and  insurance  expense,  due  to an  increase  in  policy
premiums.  Depreciation  expense  increased  due to the  completion  of  capital
improvements  and  replacements  at the property.  During the three months ended
June 30, 2000, the increase in total expenses was primarily  attributable  to an
increase in property  tax and  depreciation  expense  which more than offset the
decrease in general  and  administrative,  bad debt and  interest  expense.  The
increase in property tax expense is  primarily  due to the timing of the receipt
of tax bills which effected the recording of the accruals  during the comparable
periods.

General and  administrative  expense decreased for the six months ended June 30,
2000  compared to the same period in 1999  primarily  due to a decrease in legal
expense  and was  partially  offset  by an  increase  in  reimbursements  to the
Managing General Partner.  Included in general and  administrative  expenses for
the six months ended June 30, 2000 and 1999 are  reimbursements  to the Managing
General  Partner  allowed under the  Partnership  Agreement  associated with its
management of the  Partnership.  Costs  associated with the quarterly and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are also included.

As part of the ongoing  business plan of the  Registrant,  the Managing  General
Partner  monitors the rental market  environment of its  investment  property to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels,  and protecting the  Registrant  from increases in expenses.  As part of
this plan, the Managing  General Partner attempts to protect the Registrant from
the burden of  inflation-related  increases in expenses by increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At June 30, 2000, the Registrant had cash and cash  equivalents of approximately
$1,797,000 as compared to  approximately  $4,132,000 at June 30, 1999.  Cash and
cash equivalents decreased  approximately $546,000 for the six months ended June
30, 2000, from the Partnership's  fiscal year end. The decrease in cash and cash
equivalents is the result of approximately  $4,282,000 of cash used in investing
activities and approximately $734,000 of cash used in financing activities which
was partially offset by  approximately  $4,470,000 of cash provided by operating
activities. Cash used in investing activities consisted of property improvements
and replacements and net deposits to escrow accounts  maintained by the mortgage
lender.  Cash used in  financing  activities  consisted of payments of principal
made on the mortgage  encumbering  the  Registrant's  property.  The  Registrant
invests its working capital reserves in a money market account.

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

Springhill Lake: For 2000, the Partnership budgeted approximately $7,231,000 for
capital improvements at Springhill Lake consisting primarily of appliances,  air
conditioning  units, water heaters,  plumbing and flooring  replacements,  major
landscaping, exterior painting, pool upgrades, parking lot resurfacing, roof and
structural  improvements.  For the six months ended June 30, 2000,  the property
has spent approximately $3,708,000 on capital expenditures, consisting primarily
of appliances, ground lighting, electrical, cabinet and counter top replacement,
fencing,  window  coverings,  air conditioning  units,  water heaters,  plumbing
upgrades,  flooring  replacements,   major  landscaping,   interior  decoration,
exterior   painting,   and  roof,  pool  and  structural   improvements.   These
improvements  were  funded  from  cash  flow.  Additional  improvements  may  be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $54,668,000 is amortized over 120 months with a
balloon payment of approximately  $49,017,000 due May 2003. The Managing General
Partner  will attempt to refinance  such  indebtedness  and/or sell the property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Registrant  will  risk  losing  the  property  through
foreclosure.

The  Partnership did not make any  distributions  to its partners during the six
months ended June 30, 2000 or 1999. Future cash distributions will depend on the
levels of net cash generated from operations, the availability of cash reserves,
and the timing of the debt maturity,  refinancing,  and/or sale of the property.
The Partnership's  distribution policy is reviewed on a semi-annual basis. There
can be no assurance,  however,  that the  Partnership  will generate  sufficient
funds  from   operations,   after  planned  capital   expenditures,   to  permit
distributions to its partners during 2000 or subsequent periods.

                           PART II - OTHER INFORMATION

ITEM 1.     Legal Proceedings

Grady v. Springhill  Lake Apartments  (Pending before the Prince George's County
Human  Relations  Commission,  case no.  AP94-1233).  This public  accommodation
discrimination  claim was filed on December 16, 1994,  however,  the  Commission
failed to notify  the  Registrant  of the charge  until  September  8, 1996.  On
December 26, 1996, the Registrant  filed its position  statement in this matter.
In his charge, the Complainant  claims that he was denied information  regarding
the rental of an apartment for  commercial use because of his race. In fact, the
Property does not lease  apartments  for  commercial  use, and, at the time, the
Property  had  no  commercial  space  available  for  lease.  In  addition,  the
Registrant  believes that the almost two year delay in notifying the  Registrant
of the  charge  is so  prejudicial  that the  charge  should be  dismissed.  The
Registrant is vigorously defending this matter.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

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

          b)  Reports on Form 8-K:  None filed  during  the  quarter  ended June
              30, 2000.


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP


                                    By:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner

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

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Vice President - Residential
                                          Accounting

                                    Date: August 14, 2000