SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              FORM 10QSB

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




For the quarter ended September 30, 1996     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 Identification No.)
incorporation or organization


One International Place, Boston, MA                             02110
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:        (617) 330-8600


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

<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
STATEMENTS OF OPERATIONS
    
                                                  Three Months Ended   Three Months Ended   Nine Months Ended      Nine Months Ended
                                                  September 30, 1996   September 30, 1995   September 30, 1996    September 30, 1995
                                                        (Unaudited)        (Unaudited)         (Unaudited)             (Unaudited)
    
<S>                                              <C>                  <C>                  <C>                  <C>                 
    Revenues
    
    
          Rental income                          $        5,937,121   $       5,634,470    $      17,364,159    $         16,833,351
          Laundry income                                     78,490              78,576              261,632                 235,728
          Interest income                                   123,121              48,307              167,246                 184,090
         Other income                                       281,989             138,362              583,115                 386,100
                                                          6,420,721           5,899,715           18,376,152              17,639,269
    


    Expenses
       
    Utilities                                             1,535,127           1,176,133            3,707,078               3,064,606
         Repairs and maintenance                            651,996             637,258            1,722,155               2,008,192
         Real estate taxes                                  435,750             415,959            1,304,222               1,262,744
         Salaries and benefits                              710,933             592,224            1,965,465               1,742,386
         Administrative expenses                            360,642             226,687            1,008,394                 687,311
         Bad debt expense                                   189,281             188,016              567,776                 364,312
         Advertising and rental expense                      75,940              56,489              206,575                 210,581
         Insurance                                           99,403             119,576              298,458                 273,327
         Asset and property management fees                 206,132             194,660              597,177                 725,249
             Total operating expenses                     4,265,204           3,607,002           11,377,300              10,338,708
    
    
    Other expenses
    
    Interest expense                                      1,399,411           1,428,680            4,218,614               4,297,127
    Depreciation and amortization                           881,153             982,380            2,841,677               2,947,140
    Total expenses                                        6,545,768           6,018,062           18,437,591              17,582,975
    
    Net income (loss) before minority interest             (125,047)           (118,347)             (61,439)                 56,294
    
    Minority interest in net earnings of     
    the operating partnership                               (98,286)            (81,408)            (267,772)              (273,638)
    
    
    Net loss                                     $         (223,333)  $        (199,755)   $        (329,211)   $          (217,344)
    
    Net loss allocated to general partners       $          (11,167)  $          (9,988)   $         (16,461)   $           (10,867)
    
    
    Net loss allocated to investor
          limited partners                       $         (212,166)  $        (189,767)   $        (312,750)              (206,477)
        
    Net loss per unit of limited
           partnership interest                  $             (326)  $            (292)   $            (481)   $              (318)
    
    
    Weighted average number of units outstanding                649                 649                  649                    649
</TABLE>
    
    
    
          The  accompanying  notes are an  integral  part of these  consolidated
          financial statements.

BALANCE SHEETS
    
<TABLE>
    
    
                                                               September 30, 1996                  December 31, 1995
                                                                   (Unaudited)                          (Audited)
    
                                                ASSETS
    
<S>                                                        <C>                                 <C>                 
    INVESTMENT IN REAL ESTATE - AT COST
         Land                                              $          5,833,466                $          5,833,466
         Buildings and building improvements                         89,328,681                          87,415,477
         Personal Property                                           95,162,147                          93,248,943
         Less Accumulated depreciation                               40,264,174                          37,586,954
                                                                     54,897,973                          55,661,989
    
    
    OTHER ASSETS:
         Cash and cash equivalents                                      747,592                           1,561,098
         Tenant accounts receivable                                     440,503                             470,872
         Tenant security deposits - funded                              367,876                             383,467
         Escrows and reserves                                         3,191,530                           3,392,301
         Prepaid expenses and other assets                            1,424,083                           1,004,695
         Deferred costs, less accumulated amortization
         of $761,913 and $597,456 as of
          September 30, 1996 and December 31, 1995 respectively       1,541,892                          $1,706,349
    
         TOTAL ASSETS                                      $         62,611,449                $        $64,180,771
    
    
                                        LIABILITIES AND PARTNERS' EQUITY
    
    
    
     MORTGAGES PAYABLE                                     $         59,989,896                $         60,866,515
          OTHER LIABILITIES
               Accounts payable and accrued expenses                  1,334,754                             914,894
               Tenant security deposits payable                         334,543                             272,120
                                                                     61,659,193                          62,053,529
    
    MINORITY INTEREST (Note 1)                                        2,352,422                           2,084,650

    
    PARTNERS' EQUITY (DEFICIT):
         Investor Limited Partners, Unit of Investor
             Limited Partnership Interest, 649 units
             authorized and out standing                              1,529,256                           2,899,876
         General Partners                                            (2,929,422)                         (2,857,284)
    
                                                                     (1,400,166)                             42,592
    
    
    TOTAL LIABILITIES AND PARTNERS' EQUITY                 $         62,611,449                $         64,180,771
    
    
</TABLE>
    
    
    
          The  accompanying  notes are an  integral  part of these  consolidated
          financial statements.

STATEMENTS OF CASH FLOWS
<TABLE>
    
                                                             Nine Months Ended                   Nine Months Ended
                                                             September 30,1996                   September 30, 1995
                                                                 (Unaudited)                        (Unaudited)
    
    
    
<S>                                                        <C>                                 <C>                  
    Cash Flow from operating activities
    Net income (loss)                                      $           (329,211)               $           (217,344)
    Adjustments to reconcile net loss to
          net cash provided by operating activities:
         Minority interest in net earnings of
         operating partnerships                                         267,772                             273,638
         Depreciation                                                 2,677,220                           2,782,683
         Amortization                                                   164,457                             164,457
    Changes in assets and liabilities
         Decrease (increase) in accounts receivable-tenants              30,369                            (309,433)
         Decrease (increase) in escrows and reserves                    200,771                            (113,763)
         Increase prepaid expenses and other asset                     (419,388)                           (988,194)
         Decrease in due to affiliates                                     -                                (21,375)
         Increase in accounts payable and accrued expenses              419,860                             252,935
         Net decrease (increase) in security deposits received           78,014                             (59,674)
    
    
              Net cash provided by operating activities               3,089,864                           1,763,930
    
    
    Cash flow from investing activities
          Investment in rental property                              (1,913,204)                           (627,961)
               Net cash used in investing activities                 (1,913,204)                           (627,961)
    
    
    Cash flows from financing activities:
          Principal payments on mortgage                               (876,619)                           (703,157)
          Distributions to Partners                                  (1,113,547)                         (1,366,316)
               Net cash used in financing activities                 (1,990,166)                         (2,069,473)
    
    Net decrease in cash and cash equivalents                          (813,506)                           (933,504)
    
    
    Cash and cash equilavents, beginning                              1,561,098                           3,123,638
    Cash and cash equilavents, ending                                   747,592                           2,190,134
    
    
    Supplemental disclosure of cash flow information
         Cash paid during the year for interest            $          4,218,614                $          4,297,127
    
    
</TABLE>
 
    
    
    
    
          The  accompanying  notes  are  integral  part  of  these  consolidated
          financial statements.
    
    
    
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
    
<TABLE>
    
    
    
                                                      Units of
    For the Nine Months Ended                         Limited                  General                Limited             Total 
    September 30, 1996                                Partnership              Partner's              Partners'           Capital
    (Unaudited)                                       Interest                 Capital                Capital
    
    
<S>                                                        <C>    <C>                    <C>                     <C>               
    Balance, December 31, 1995                             649    $         (2,857,284)  $          2,899,876    $           42,592
    Distributions                                                              (55,677)            (1,057,870)           (1,113,547)
    Net loss                                                                   (16,461)              (312,750)             (329,211)
    Balance, September 30, 1996                            649    $         (2,929,422)  $          1,529,256            (1,400,166)
    
    
    Balance, December 31, 1994                             649    $         (2,730,932)  $          5,300,556            $2,569,624
    Distributions                                                              (68,316)            (1,298,000)           (1,366,316)
    Net loss                                                                   (10,867)              (206,477)             (217,344)
    Balance, September 30, 1995                            649    $         (2,810,115)  $          3,796,079    $          985,964
    
</TABLE>
               
   The accompanying notes are integral part of these financial statements. 
    
    
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)


1.        ACCOUNTING AND FINANCIAL REPORTING POLICIES

         The  consolidated   financial  statements  included  herein  have  been
prepared  by  the  Partnership,   without  audit,  pursuant  to  the  rules  and
regulations  of  the  Securities  and  Exchange  Commission.  The  Partnership's
accounting  and financing  reporting  policies are in conformity  with generally
accepted  accounting  principles and include all  adjustments in interim periods
considered  necessary  for a fair  presentation  of the  results of  operations.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted  pursuant to such rules and  regulations.  It is
suggested that these  consolidated  financial  statements be read in conjunction
with  the  financial   statements   and  the  notes  thereto   included  in  the
Partnership's latest annual report on Form 10-K.

         The accompanying consolidated financial statements include the accounts
of the Partnership and the Operating  Partnerships prepared on the accrual basis
of accounting.  Theodore N. Lerner's ownership in the Operating Partnerships has
been reflected as a minority interest in the accompanying  consolidated  balance
sheets and statements of operations.
 All significant  intercompany accounts and transactions have been eliminated in
consolidation.

         The  accompanying   consolidated   financial   statements  reflect  the
Partnership's   results  of  operations  for  an  interim  period  and  are  not
necessarily indicative of the results of operations for the year ending December
31, 1996.  The balance  sheet at 12/31/95  was derived  from  audited  financial
statements at that same date.


2.        TAXABLE LOSS

         The Partnership's taxable loss for 1996 is expected to differ from that
for financial reporting purposes primarily due to accounting  differences in the
recognition of depreciation incurred by the Operating Partnerships.


3.        INVESTMENT IN OPERATING PARTNERSHIP

         The following  summarizes  the results of operations  for the Operating
Partnerships:
<TABLE>

                                                              Three Months Ended                    Nine Months Ended
                                                              September 30,                         September 30,
                                                        1996             1995                1996               1995
                                                    ----------       -----------         -----------        --------
Income:
<S>                                              <C>                 <C>                 <C>                <C>        
   Rental income                                 $  5,937,121       $ 5,634,470         $17,364,159        $16,833,351
   Interest and other income                          380,662           204,101             886,503            681,719
                                                 -------------       -----------        ------------      ------------

                                                    6,317,783         5,838,571          18,250,662         17,515,070
                                                 ------------        -----------          ----------        ----------
Expenses:
   Depreciation and amortization                      822,098           927,561           2,677,220          2,782,683
   Operating expenses                               3,813,738         3,015,753           9,544,326          8,353,046
   Taxes and insurance                                535,153           552,977           1,602,680          1,818,716
                                                 ------------      ------------         -----------        -----------
                                                    5,170,989         4,496,291          13,824,226         12,954,445
                                                 ------------          ---------         ----------         ----------
Net income                                      $   1,146,794       $ 1,342,280         $ 4,426,436        $ 4,560,625
                                                =============       ===========         ===========        ===========
</TABLE>




<PAGE>
4.   ACCOUNTING CHANGE

     On  January  1,  1996  the  Partnership   adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets  and for the  Long-Lived  Assets to Be  Disposed  Of",  which
requires  impairment  losses to be recognized  for the long-live  assets used in
operations  when  indicators of the impairment are present and the  undiscounted
cash  flows  are not  sufficient  to cover  the  asset's  carrying  amount.  The
impairment  loss is  measured  by  comparing  the fair value of the asset to its
carrying  amount.  The  adoption of the SFAS had no effect on the  Partnership's
financial statements.

5.   RELATED PARTY TRANSACTIONS

     Property  Management  and  Asset  Management  fees paid or  accrued  by the
Partnership to an affiliate of the Managing General Partner totaled $597,177 and
$347,746 for the nine months ended September 30, 1996 and 1995 respectively.


6.   RECLASSIFICATION OF CERTAIN EXPENSES

Certain expenses on 1995 statement of operations were reclassified to conform to
the presentation in 1996.




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

Liquidity and Capital Resources

Springhill Lake Investors Limited Partnership, (the "Partnership",) has invested
as a general partner in nine limited partnerships (collectively,  the "Operating
Partnerships")  and as  such,  receives  distributions  of cash  flow  from  the
Operating  Partnerships  and is responsible for  expenditures  consisting of (i)
interest  payable on the mortgage loans (ii)  administrative  expenses and (iii)
fees payable to affiliates of the General Partners.  Each Operating  Partnership
owns a  section  of a garden  apartment  complex  in  Greenbelt,  Maryland  (the
"Project"). The General Partners believe that funds distributed by the Operating
Partnerships to the Partnership will be sufficient to pay such expenditures. The
Operating  Partnerships'  cash  and  cash  equivalents  experienced  a  $813,506
decrease at September 30, 1996 from  December 31, 1995.  The decrease was due to
$3,089,864 provided by operating activities, which was offset by $1,913,204 used
in investing activities (capital improvements at the project), $876,619 used for
principal  reduction to the mortgage payable,  and a $1,113,547  distribution to
partners. At September 30, 1996, the Operating  Partnerships' cash reserves were
$747,592.  The Partnership also has a cash  replacement  reserve account held by
its lender.  At  September  30, 1996,  the balance in account was  approximately
$3,100,000.  All other  increases  (decreases) in certain assets and liabilities
are the  result of the  timing of  receipt  and  payment  of  various  operating
activities.

The Partnership  resumed making cash  distributions to Limited Partners in 1995.
The  Partnership  intends to  continue to limit cash  distributions  to fund the
capital  improvements and reserves required for the Project.  However,  based on
the  performance  of the Project,  the  distribution  policy will continue to be
reviewed on a quarterly basis.

Results of Operations

The  Partnership  generated  a net loss of $329,211  for the nine  months  ended
September 30, 1996, compared to a net loss of $217,344 for the nine months ended
September 30, 1995.  The net loss for the three months ended  September 30, 1996
was  $223,333 as compared to net loss of  $199,755  for the three  months  ended
September 30, 1995.

The Partnership's  revenue remained  relatively  constant for the nine months of
1996 compared to the same period of 1995 increasing by 4.2% from  $17,639,269 to
$18,376,152.  The Project  average  occupancy  increased from 92.6% for the nine
month  period  ended  September  30,  1995 to 93.3% for the same period in 1996.
Revenues  increased  by 8.8% for the  three  month  period  September  30,  1996
compared to the same period in 1995.  The  increase  was the result of increased
rental  revenues of 5.4 % and  increases in interest and other  income.  Average
occupancy  increased to 96% for the quarter  ended  September  30, 1996 from 91%
during the comparable quarter in 1995.

The direct operating costs of the Project increased 18.2% and 9.5% for the three
and nine months ended  September  30, 1996 compared to the same periods in 1995.
Increased rate charges accompanied by the extreme weather conditions resulted in
abnormally high utility costs. Also,  increases in bad debt,  administration and
insurance  expenses were partially offset by reductions in advertising,  repairs
and  maintenance  as well as asset and property  management  fees. The Operating
Partnerships'  interest expense and  depreciation and amortization  expense were
consistent with the results for the same period in 1995.

The Washington,  D.C., area apartment market is stable but remains  competitive.
The  Partnership  continues  to make  capital  improvements  to the  property to
enhance its  competitiveness  within the local  market.  The  Partnership  spent
$1,913,204  on capital  improvements  during the nine months of 1996 compared to
$627,961  in the first  nine  months of 1995.  Improvements  included  replacing
appliances  and bathroom  tile in apartment  units as well as upgrading  heating
systems and water and sewer lines.  Most of the capital  improvements are funded
by  replacement  reserves  held by the mortgage  lender,  with the balance being
funded  from   operations.   The  balance  of  the   replacement   reserves  was
approximately $3,100,000 at September 30, 1996.

The  results of  operations  in future  quarters  may differ from the results of
operations  for the quarter  ended  September  30, 1996,  due to  inflation  and
changing economic  conditions which could affect occupancy levels,  rental rates
and operating expenses.




<PAGE>

PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS


Theodore N. Lerner v. Three  Winthrop  Properties,  Inc.  (Case No.  CCB94-3601,
filed in U.S. District Court for the District of Maryland, Southern Division, on
December 27, 1994).

Trial in this action  commenced on November 4, 1996. After one day of trial, the
remainder  of the  case was  continued  until  January,  1997.  In his  pretrial
statement,  Lerner  contends  that he is  entitled to more that  $800,000,  plus
interest.   Three  Winthrop  has   acknowledged   that  Lerner  is  entitled  to
approximately $164,000 in distributions for calendar year 1995.

Three Winthrop believes that the allegations,  except as indicated,  are without
merit.



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

          No  reports  on Form 8-K were  filed  during  the three  months  ended
          September 30, 1996.




<PAGE>


                                    SIGNATURE


Pursuant to the  requirements  of the  Securities  and 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


Date: November 14, 1996   By: /s/ Michael L. Ashner
                                  Michael L. Ashner
                                  Chief Executive Officer



Date:  November 14, 1996  By : /s/ Edward V. Williams
                                   Edward V. Williams
                                   Chief Financial Officer