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, 2004

                                       or

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


            For the transition period from _________to _________

                         Commission file number 0-14569


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



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

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

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


Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No___

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


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                            June 30,      December 31,
                                                              2004            2003
                                                          (unaudited)         (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 8,065         $ 5,194
   Receivables and deposits                                    2,928           1,944
   Restricted escrows                                          7,085           7,070
   Other assets                                                2,371           3,046
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                124,479         122,808
                                                             130,312         128,641
      Less accumulated depreciation                          (83,745)        (80,070)
                                                              46,567          48,571
                                                            $ 67,016        $ 65,825
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                          $ 601           $ 830
   Tenant security deposit liabilities                           753             834
   Other liabilities                                             485             656
   Mortgage note payable                                     109,007         110,386
                                                             110,846         112,706

Minority interest (Note D)                                       --              --

Partners' Deficit
   General partners                                           (2,619)         (2,771)
   Investor limited partners (649 units issued and
      outstanding)                                           (41,211)        (44,110)
                                                             (43,830)        (46,881)
                                                            $ 67,016        $ 65,825

Note: The consolidated  balance sheet at December 31, 2003 has been derived from
      the audited financial statements at that date but does not include all the
      information  and  footnotes  required  by  generally  accepted  accounting
      principles in the United States for complete financial statements.


        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                             Three Months Ended         Six Months Ended
                                                  June 30,                  June 30,
                                              2004         2003         2004          2003
Revenues:
<S>                                         <C>          <C>           <C>          <C>
  Rental income                             $ 7,690      $ 7,681       $15,347      $15,179
  Other income                                  395          367           741          688
  Casualty gain (Note C)                         31           --            31           83
      Total revenues                          8,116        8,048        16,119       15,950

Expenses:
  Operating                                   3,297        3,069         6,724        6,733
  General and administrative                    156          140           302          319
  Depreciation                                1,853        1,878         3,691        3,725
  Interest                                      625          693         1,252        1,433
  Property taxes                                494          474           989          948
  Bad debt expense                               62           69           110          139
      Total expenses                          6,487        6,323        13,068       13,297

Income before minority interest               1,629        1,725         3,051        2,653

Distributions to minority interest
  partner in excess of investment
  (Note D)                                       --         (303)           --         (985)

Net income                                  $ 1,629      $ 1,422       $ 3,051      $ 1,668

Net income allocated to general
  partners (5%)                               $ 81         $ 71         $ 152         $ 83

Net income allocated to limited
  partners (95%)                              1,548        1,351         2,899        1,585

                                            $ 1,629      $ 1,422       $ 3,051      $ 1,668

Net income per limited partnership
  unit                                      $ 2,385      $ 2,082       $ 4,467      $ 2,442

Distributions per limited partnership
  unit                                        $ --       $ 3,074        $ --        $10,097


        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                       Limited                   Investor
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

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

Partners' deficit at
   December 31, 2003                     649         $(2,771)    $(44,110)    $(46,881)

Net income for the six months
   ended June 30, 2004                    --             152        2,899        3,051

Partners' deficit at
   June 30, 2004                         649         $(2,619)    $(41,211)    $(43,830)


        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,
                                                                    2004         2003
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income                                                      $ 3,051      $ 1,668
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Distributions to minority interest partner in excess of
      investment                                                       --          985
     Depreciation                                                   3,691        3,725
     Casualty gain                                                    (31)         (83)
     Amortization of loan costs                                       215          221
     Bad debt expense, net                                            110          139
     Change in accounts:
      Receivables and deposits                                     (1,094)      (1,238)
      Other assets                                                    545          778
      Accounts payable                                               (395)         183
      Tenant security deposit liabilities                             (81)          55
      Other liabilities                                              (171)        (260)
           Net cash provided by operating activities                5,840        6,173

Cash flows from investing activities:
  Insurance proceeds received                                          38          104
  Property improvements and replacements                           (1,528)      (1,834)
  Net deposits to restricted escrows                                  (15)         (17)
           Net cash used in investing activities                   (1,505)      (1,747)

Cash flows from financing activities:
  Payments on mortgage note payable                                (1,379)      (1,350)
  Payments on advances from affiliate                                  --         (156)
  Distributions to partners                                            --       (6,750)
  Distributions to minority interest partner                           --         (985)
  Loan costs paid                                                     (85)         (34)
           Net cash used in financing activities                   (1,464)      (9,275)

Net increase (decrease) in cash and cash equivalents                2,871       (4,849)
Cash and cash equivalents at beginning of period                    5,194        5,559

Cash and cash equivalents at end of period                        $ 8,065       $ 710

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,057      $ 1,383

Supplemental disclosure of non-cash information:
  Property improvements and replacements included in
   accounts payable                                                $ 166        $ 160

At  December  31, 2002  approximately  $494,000  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, 2003.


        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 AIMCO/Springhill Lake Investors GP, LLC
("AIMCO  LLC"),  all  adjustments  (consisting  of  normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results  for the three and six months  ended June 30,  2004 are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
2004. 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, 2003. The Managing  General  Partner is a wholly
owned subsidiary of Apartment  Investment and Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust.

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

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

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

Reclassifications:

Certain  reclassifications have been made to the 2003 balances to conform to the
2004 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
residential rent collections and 5% of commercial  income from the Partnership's
property  as  compensation  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $479,000 and $469,000 for the
six months  ended June 30,  2004 and 2003,  respectively,  which is  included in
operating expenses.

An  affiliate  of  the  Managing   General   Partner   charged  the  Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$210,000  and  $219,000  for the six  months  ended  June  30,  2004  and  2003,
respectively, which is included in general and administrative expenses.

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 month  periods ended June 30, 2004 and
2003. These fees are included in general and administrative expenses.

At December 31, 2002, the Partnership owed advances of approximately $156,000 to
an affiliate of the Managing General Partner.  The advance was repaid in January
2003 with interest  charged at prime plus 2% which  amounted to less than $1,000
for the six months ended June 30, 2003.  There were no advances owed at June 30,
2004.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers'  compensation,  property  casualty  and vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the six months ended June 30, 2004 and 2003,
the Partnership was charged by AIMCO and its affiliates  approximately  $180,000
and $273,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

Note C - Casualty Gain

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

During March 2002, a fire occurred at Springhill Lake Apartments  which resulted
in damage to eleven units at the property.  During the six months ended June 30,
2003,  all work was  completed to repair the damage and the property  recorded a
casualty gain of approximately  $83,000.  The gain was the result of the receipt
of insurance proceeds of approximately  $104,000 offset by approximately $21,000
of undepreciated damaged assets being written off.

Note D - Minority Interest

The  limited  partnership  interest  of  Theodore  N.  Lerner  in the  operating
partnerships   is  reflected  as  a  minority   interest  in  the   accompanying
consolidated  financial  statements.  Minority  interest in net  earnings of the
operating  partnerships  recorded by the Partnership totaled  approximately zero
for the six months  ended June 30,  2004 and 2003.  During the six months  ended
June 30, 2004 and 2003, the Partnership did not recognize any minority  interest
in net earnings of the operating  partnerships as previous  distributions to the
minority partner during 2002 reduced the minority  interest  partner's  interest
balance to zero.  For the six months ended June 30, 2003,  distributions  to the
minority  interest partner of approximately  $985,000 were made in excess of the
minority partner's investment in the operating partnerships.  When the operating
partnerships make distributions in excess of the minority  partner's  investment
balance, the Partnership, as the majority partner, records a charge equal to the
minority partner's excess distribution over the investment  balance.  The charge
is classified as  distributions  to the minority  interest  partner in excess of
investment on the accompanying consolidated statements of operations. Cumulative
distributions  to  the  minority   partner  in  excess  of  investment   totaled
approximately  $2,083,000  at June 30,  2004.  No  income  is  allocated  to the
minority  partner until all previous losses  recognized by the majority  partner
are  recovered.  For the six months ended June 30, 2004 and 2003,  approximately
$578,000 and $527,000,  respectively, in earnings were allocated to the majority
partner to recover  previous  losses  recognized.  Earnings  will continue to be
allocated to the majority  partner to recover  previous losses  recognized until
such  time as the net  amount  of  approximately  $438,000  at June 30,  2004 is
recovered.

Note E - Subsequent Event

On July 22, 2004, the Partnership refinanced the mortgage encumbering Springhill
Lake Apartments.  The new mortgage of $113,500,000  replaced  existing  mortgage
indebtedness of approximately $109,007,000. The new mortgage bears interest at a
variable rate and has a balloon payment of  $113,500,000  due on August 1, 2011.
The  interest  rate on the  variable  rate  loan is the  Fannie  Mae  discounted
mortgage-backed  security index plus 65 basis points. The rate was 1.25% at July
22, 2004.  After repayment of the existing  mortgage,  payment of closing costs,
and funding of a $675,000  repair  escrow  account and operating  reserves,  the
Partnership received net proceeds of approximately  $3,969,000.  The Partnership
also received a refund of approximately $7,085,000 relating to the repair escrow
required by the previous  lender.  Total  capitalized loan costs associated with
this refinancing were approximately $85,000 during the six months ended June 30,
2004 with  approximately  $437,000 of additional loan costs incurred at closing.
The Partnership expects to recognize a loss on the early  extinguishment of debt
of  approximately  $1,377,000  due to the write off of  unamortized  loan  costs
during the period ending September 30, 2004.

Note F - Contingencies

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours  worked in excess of forty per week.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  The  complaint  is  styled  as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  financial  condition or results of  operations
taken as a whole. Similarly,  the Managing General Partner does not believe that
the ultimate  outcome will have a material  adverse effect on the  Partnership's
financial condition or results of operations taken as a whole.

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

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities and Exchange  Commission is conducting an  investigation  relating to
certain  matters.  AIMCO  believes the areas of  investigation  include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts payable,  rent concessions,  vendor rebates, and
capitalization of expenses and payroll.  AIMCO is cooperating  fully. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results of  operations  taken as a whole.
Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations taken as a whole.

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

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

The Partnership's sole asset is a 2,899 unit apartment  complex,  which consists
of apartment  and townhouse  units and a four-store  shopping  center,  known as
Springhill Lake Apartments located in Greenbelt, Maryland. Average occupancy for
each of the six months ended June 30, 2004 and 2003 was 95%.

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

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2004 was
approximately   $3,051,000   compared  to   approximately   $1,668,000  for  the
corresponding period in 2003. Income before minority interest for the six months
ended June 30,  2004 was  approximately  $3,051,000  compared  to  approximately
$2,653,000 for the  corresponding  period in 2003. The increase in income before
minority  interest for the six months ended June 30, 2004 is primarily  due to a
decrease in total  expenses and an increase in total  revenues.  The increase in
total revenues is due to an increase in rental and other income partially offset
by a decrease in casualty gain. Rental income increased due to a slight increase
in the  average  rental rate at the  Partnership's  investment  property.  Other
income increased due to an increase in reimbursements for legal costs charged to
tenants and lease cancellation fees at Springhill Lake Apartments.

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

During March 2002, a fire occurred at Springhill Lake Apartments  which resulted
in damage to eleven units at the property.  During the six months ended June 30,
2003,  all work was  completed to repair the damage and the property  recorded a
casualty gain of approximately  $83,000.  The gain was the result of the receipt
of insurance proceeds of approximately  $104,000 offset by approximately $21,000
of undepreciated damaged assets being written off.

Total expenses for the six months ended June 30, 2004 decreased due to decreases
in general and  administrative,  depreciation,  bad debt and  interest  expenses
offset  slightly  by an  increase in property  tax  expense.  Operating  expense
remained  relatively  constant  between  the  comparable  periods.  General  and
administrative   expenses   decreased   due  to  a   decrease   in   accountable
reimbursements  charged  to the  Partnership  by an  affiliate  of the  Managing
General  Partner in  accordance  with the  Partnership  Agreement.  Depreciation
expense decreased due to certain property improvements and replacements becoming
fully  depreciated  during  the  past  twelve  months  which  more  than  offset
depreciation on new improvements and  replacements.  Bad debt expense  decreased
due to increased  collections from evicted tenants.  Interest expense  decreased
due to the payment of scheduled  principal payments on the mortgage  encumbering
the Partnership's investment property, which has reduced the average outstanding
balance over the past twelve  months.  Property tax expense  increased due to an
increased tax rate by the local taxing authority.

The  Partnership's  net income  for the three  months  ended  June 30,  2004 was
approximately   $1,629,000   compared  to   approximately   $1,422,000  for  the
corresponding  period in 2003.  Income  before  minority  interest for the three
months   ended  June  30,  2004  was   approximately   $1,629,000   compared  to
approximately  $1,725,000 for the corresponding  period in 2003. The decrease in
income  before  minority  interest  for the three  months ended June 30, 2004 is
primarily due to an increase in total expenses  partially  offset by an increase
in total  revenues.  The  increase in total  revenues for the three months ended
June 30, 2004 is due to an  increase  in rental and other  income and a casualty
gain, all as discussed above, for the six months ended June 30, 2004.

Total  expenses  for the three months  ended June 30, 2004  increased  due to an
increase in  operating,  general and  administrative  and  property tax expenses
partially offset by decreases in  depreciation,  interest and bad debt expenses.
Operating expense increased due to an increase in utilities,  especially natural
gas, and  salaries and related  employee  benefits.  General and  administrative
expense  increased due to an increase in accountable  reimbursements  charged to
the  Partnership by an affiliate of the Managing  General  Partner in accordance
with the  Partnership  Agreement.  The  increase in property tax expense and the
decrease  in  depreciation,  interest  and bad debt  expenses  are the same,  as
discussed above, for the six months ended June 30, 2004.

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.

The  limited  partnership  interest  of  Theodore  N.  Lerner  in the  operating
partnerships   is  reflected  as  a  minority   interest  in  the   accompanying
consolidated  financial  statements.  Minority  interest in net  earnings of the
operating  partnerships  recorded by the Partnership totaled  approximately zero
for the six months  ended June 30,  2004 and 2003.  During the six months  ended
June 30, 2004 and 2003, the Partnership did not recognize any minority  interest
in net earnings of the operating  partnerships as previous  distributions to the
minority partner during 2002 reduced the minority  interest  partner's  interest
balance to zero.  For the six months ended June 30, 2003,  distributions  to the
minority  interest partner of approximately  $985,000 were made in excess of the
minority partner's investment in the operating partnerships.  When the operating
partnerships make distributions in excess of the minority  partner's  investment
balance, the Partnership, as the majority partner, records a charge equal to the
minority partner's excess distribution over the investment  balance.  The charge
is classified as  distributions  to the minority  interest  partner in excess of
investment on the accompanying consolidated statements of operations. Cumulative
distributions  to  the  minority   partner  in  excess  of  investment   totaled
approximately  $2,083,000  at June 30,  2004.  No  income  is  allocated  to the
minority  partner until all previous losses  recognized by the majority  partner
are  recovered.  For the six months ended June 30, 2004 and 2003,  approximately
$578,000 and $527,000,  respectively, in earnings were allocated to the majority
partner to recover  previous  losses  recognized.  Earnings  will continue to be
allocated to the majority  partner to recover  previous losses  recognized until
such  time as the net  amount  of  approximately  $438,000  at June 30,  2004 is
recovered.

Liquidity and Capital Resources

At June 30, 2004, the Partnership had cash and cash equivalents of approximately
$8,065,000 as compared to approximately $710,000 at June 30, 2003. Cash and cash
equivalents  increased  approximately  $2,871,000  from December 31, 2003 due to
approximately  $5,840,000  of cash  provided by operating  activities  partially
offset by approximately  $1,505,000 and $1,464,000 of cash used in investing and
financing activities,  respectively. Cash used in investing activities consisted
of property  improvements and replacements and, to a lesser extent, net deposits
to restricted  escrows  partially  offset by the receipt of insurance  proceeds.
Cash used in financing  activities  consisted of principal  payments made on the
mortgage  encumbering the property and loan costs paid for the July  refinancing
of the  mortgage.  The  Partnership  invests  its  working  capital  reserves in
interest bearing accounts.

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

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

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $1,694,000 of capital  improvements at Springhill Lake Apartments
consisting  primarily of structural  improvements,  appliances,  water and sewer
upgrades,  roof and floor covering  replacements and air conditioning  upgrades.
Approximately  $28,000  of these  additions  were  related to a  September  2003
casualty  mentioned above.  These  improvements  were funded from operations and
insurance proceeds.  The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$1,131,000 in capital  improvements  during the remainder of 2004. In connection
with the November 2002  refinancing of the mortgage  encumbering the property an
escrow account was created to fund required  repairs and  improvements.  At June
30, 2004, there was approximately  $7,085,000 in the escrow account. This escrow
account  was  returned  to the  Partnership  subsequent  to  June  30,  2004  in
connection  with  the  July  2004  refinancing  of  the  Partnership's  existing
mortgage,  see discussion below.  Additional  improvements may be considered and
will depend on the physical  condition  of the  property as well as  anticipated
cash flow generated by the property.

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

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness existing at June 30, 2004 of approximately $109,007,000,  which had
a maturity date of September  2007,  was  refinanced  on July 22, 2004.  The new
mortgage  of   $113,500,000   replaced   existing   mortgage   indebtedness   of
approximately  $109,007,000.  The new mortgage bears interest at a variable rate
and has a balloon  payment of  $113,500,000  due on August 1, 2011. The interest
rate on the  variable  rate loan is the  Fannie Mae  discounted  mortgage-backed
security index plus 65 basis points.  The rate was 1.25% at July 22, 2004. After
repayment of the existing  mortgage,  payment of closing costs, and funding of a
$675,000 repair escrow account and operating reserves,  the Partnership received
net proceeds of approximately $3,969,000. The Partnership also received a refund
of  approximately  $7,085,000  relating  to the repair  escrow  required  by the
previous lender.  Total  capitalized loan costs associated with this refinancing
were  approximately  $85,000  during  the six months  ended  June 30,  2004 with
approximately  $437,000  of  additional  loan costs  incurred  at  closing.  The
Partnership  expects to recognize a loss on the early  extinguishment of debt of
approximately  $1,377,000 due to the write off of unamortized  loan costs during
the period ending September 30, 2004.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                     Per Limited                         Per Limited
                 Six Months Ended    Partnership     Six Months Ended    Partnership
                  June 30, 2004          Unit         June 30, 2003          Unit

<S>                    <C>               <C>             <C>               <C>
Refinancing            $ --              $ --            $ 2,818           $ 4,342
Operations                --                --             3,932             5,755
                       $ --              $ --            $ 6,750           $10,097
</TABLE>

Subsequent  to June  30,  2004,  the  Partnership  distributed  from  operations
approximately $5,100,000 or $7,465.00 per limited partnership unit. In addition,
a distribution of approximately $9,599,000 or $14,647.00 per limited partnership
unit from refinancing proceeds was paid subsequent to June 30, 2004.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves,  and the  timing  of the debt
maturity,  refinancing,  and/or property sale. The Partnership's  cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership  will generate  sufficient  funds from operations after required
capital improvement  expenditures to permit any additional  distributions to its
partners during 2004 or subsequent periods.

Other

AIMCO and its affiliates owned 521.65 limited partnership units (the "Units") in
the Partnership representing 80.38% of the outstanding Units at June 30, 2004. A
number of these Units were  acquired  pursuant to tender offers made by AIMCO or
its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will  acquire
additional  Units in  exchange  for cash or a  combination  of cash and units in
AIMCO  Properties,  L.P.,  the operating  partnership  of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  80.38%  of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Commercial  building  lease  terms are  generally  for terms of 3 to 10 years or
month to month. The Partnership recognizes income attributable to leases monthly
as  it is  earned.  The  Partnership  evaluates  all  accounts  receivable  from
residents  and  establishes  an  allowance,  after the  application  of security
deposits,  for accounts greater than 30 days past due on current tenants and all
receivables  due  from  former  tenants.   The  Partnership  will  offer  rental
concessions during  particularly slow months or in response to heavy competition
from other similar complexes in the area. Any concessions given at the inception
of the lease are amortized over the life of the lease.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged  transactions,  nor does it hold or issue  financial  instruments  for
trading  purposes.  The  Partnership  is exposed to  changes in  interest  rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations.  The debt encumbering the property bears interest at a
variable  rate.  Based on  interest  rates at June 30,  2004,  a 100 basis point
increase  or  decrease  in market  interest  rates  would  affect  net income by
approximately $1.1 million.

The following table  summarizes the  Partnership's  debt obligations at June 30,
2004.  Management  believes  that  the  fair  value  of the  Partnership's  debt
approximates its carrying value as of June 30, 2004.

Principal amount by expected maturity:

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

               2004                $ 1,385                   (1)
               2005                   2,829                  (1)
               2006                   2,891                  (1)
               2007                 101,902                  (1)
               Total               $109,007

(1)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index  ("DMBS") plus 85 basis points.  The rate was 2.11% at June 30, 2004
      and resets monthly. The loan was refinanced in July 2004 with the new loan
      maturity in August 2011.

ITEM 4.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours  worked in excess of forty per week.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  The  complaint  is  styled  as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  financial  condition or results of  operations
taken as a whole. Similarly,  the Managing General Partner does not believe that
the ultimate  outcome will have a material  adverse effect on the  Partnership's
financial condition or results of operations taken as a whole.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On  February  3, 2004,  the  Partnership  advised  and sought the consent of its
limited partners to the replacement of Three Winthrop  Properties,  Inc., as the
general partner of the Partnership with AIMCO/Springhill Lake Investors GP, LLC,
a Delaware  limited  liability  company  ("AIMCO  GP").  In order to effect such
substitution,  the consent of limited  partners  holding a majority of the Units
was  required.  Due to the fact  that  affiliates  of AIMCO GP held  more than a
majority of the Units,  AIMCO GP agreed not the  consummate  the  replacement if
Limited  Partners  holding a majority of the Units held by Limited  Partners who
are not  affiliates of the AIMCO GP objected in writing to the  replacement.  At
the close of business on February 23, 2004, the requisite  percentage of limited
partners  had  not  objected  to  the  proposed  transaction.  Accordingly,  the
replacement  of Three  Winthrop  Properties,  Inc.,  by AIMCO GP as the managing
general partner of the Partnership,  was effected on June 30, 2004. As indicated
above, an affiliate of the AIMCO GP has effectively had the right to control the
day to day operations of the Partnership  since October 1998.  Accordingly,  the
replacement  is not expected to have a material  effect on the operations of the
Partnership.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  See Exhibit Index attached.

            b)    Reports on Form 8-K filed  during the  quarter  ended June 30,
                  2004:

                  Current  Report on Form 8-K dated  March 29, 2004 and filed on
                  May  21,  2004  disclosing  an  agreement  in  principle  with
                  Linnaeus-Lexington Associates Limited Partnership ("Linnaeus")
                  for the transfer of the general partnership  interest owned by
                  Linnaeus by AIMCO Properties, L.P.



<PAGE>


                                   SIGNATURES



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



                                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP


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


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


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


                                    Date: August 13, 2004



<PAGE>


                                Index to Exhibits

Exhibit No.       Document

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

 3.4  (a)         Amendment  to Amended  and  Restated  Limited  Partnership
                  Agreement   of   Springhill    Lake   Investors    Limited
                  Partnership dated August 23, 1995 (3)

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

      (j)         Consolidated,  Amended  and  Restated  Multifamily  Note dated
                  November 1, 2002 between  Springhill  Lake  Investors  Limited
                  Partnership and GMAC Commercial Mortgage Corporation (2)

      (k)         Guaranty dated November 1, 2002 by AIMCO Properties, L.P., for
                  the benefit of GMAC Commercial Mortgage Corporation (2)

      (l)         Consolidated,  Amended and  Restated  Payment  Guaranty  dated
                  November 1, 2002 by the Operating Partnerships (2)

      (m)         Completion/Repair  and Security  Agreement  dated  November 1,
                  2002 between the Operating  Partnerships  and GMAC  Commercial
                  Mortgage Corporation (2)

      (n)         Replacement  Reserve and Security  Agreement dated November 1,
                  2002 between the Operating  Partnerships  and GMAC  Commercial
                  Mortgage Corporation (2)

      (o)         Promissory Note dated November 1, 2002 between Springhill Lake
                  Investors Limited  Partnership and the Operating  Partnerships
                  (2)

      (p)         Maryland Amended and Restated  Multifamily Note dated July 22,
                  2004 between Springhill Lake Investors Limited Partnership and
                  GMAC Commercial Mortgage Corporation (4)

      (q)         Amended and Restated  Limited  Guaranty dated July 22, 2004 by
                  AIMCO  Properties,  L.P.,  for the benefit of GMAC  Commercial
                  Mortgage Corporation (4)

      (r)         Amended and Restated  Payment  Guaranty dated July 22, 2004 by
                  the Operating Partnerships (4)

      (s)         Repair  Escrow  Agreement  dated  July 22,  2004  between  the
                  Springhill   Lake  Investors   Limited   Partnership  and  the
                  Operating    Partnerships   and   GMAC   Commercial   Mortgage
                  Corporation (4)

      (t)         Replacement  Reserve Agreement dated July 22, 2004 between the
                  Springhill   Lake  Investors   Limited   Partnership  and  the
                  Operating    Partnerships   and   GMAC   Commercial   Mortgage
                  Corporation (4)

      (u)         Maryland  Amended and Restated  Promissory Note dated July 22,
                  2004 between Springhill Lake Investors Limited Partnership and
                  the Operating Partnerships (4)

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

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

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


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

(2)               Incorporated  herein by reference to the Registrant's  Current
                  Report on Form 8-K dated  November 14, 2002, as filed November
                  29, 2002.

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

(4)               Incorporated  herein by reference to the Registrant's  Current
                  Report on Form 8-K dated July 22,  2004,  as filed  August 04,
                  2004.



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2004

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


<PAGE>


Exhibit 32.1


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



In  connection  with  the  Quarterly  Report  on Form  10-Q of  Springhill  Lake
Investors  Limited  Partnership  (the  "Partnership"),  for the quarterly period
ended June 30, 2004 as filed with the Securities and Exchange  Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the Chief
Executive  Officer of the Partnership,  and Stephen B. Waters, as the equivalent
of the Chief  Financial  Officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 13, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 13, 2004


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