FORM 10-Q--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



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

                                    Form 10-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, 2001

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


                For the transition period from _________to _________

                         Commission file number 0-14569


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



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

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

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


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


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

                                  June 30, 2001
<TABLE>
<CAPTION>

                                                            June 30,      December 31,
                                                              2001            2000
                                                          (unaudited)        (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 1,138         $ 2,447
   Receivables and deposits                                    2,722           1,663
   Restricted escrows                                          2,233           2,022
   Other assets                                                  527           1,416
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                115,050         110,716
                                                             120,883         116,549
      Less accumulated depreciation                          (62,284)        (59,137)
                                                              58,599          57,412
                                                            $ 65,219        $ 64,960
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                              617           1,512
   Due to affiliates                                              19             187
   Tenant security deposit liabilities                           666             567
   Other liabilities                                           1,027             623
   Advances from affiliate                                     1,747           2,233
   Mortgage note payable                                      52,770          53,689

Minority interest                                              5,129          4,529

Partners' (Deficit) Capital
   General partners                                           (2,698)         (2,779)
   Limited partners (649 units issued and
      outstanding)                                             5,942           4,399
                                                               3,244           1,620
                                                            $ 65,219        $ 64,960

Note: The balance sheet at December 31, 2000,  has been derived from the audited
      financial statements at that date but does not include all the information
      and footnotes required by generally accepted accounting  principles in the
      United States for complete financial statements. Certain amounts have been
      reclassified  to conform to the  presentation of the June 30, 2001 balance
      sheet.

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

b)

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


<TABLE>
<CAPTION>

                                            Three Months Ended         Six Months Ended
                                                 June 30,                  June 30,
                                            2001          2000         2001         2000
Revenues:
<S>                                        <C>          <C>          <C>          <C>
  Rental income                            $ 7,390      $ 6,192      $14,691      $11,882
  Other income                                 337          326          666          634
      Total revenues                         7,727        6,518       15,357       12,516

Expenses:
   Operating                                 3,009        2,772        5,915        5,207
   General and administrative                  180          145          347          270
   Depreciation                              1,585        1,386        3,147        2,675
   Interest                                  1,317        1,294        2,653        2,603
   Property taxes                              466          452          916          892
   Bad debt expense, net                        73           63          155          231
      Total expenses                         6,630        6,112       13,133       11,878

Income before minority interest              1,097          406        2,224          638

Minority interest in net income
   of operating partnerships                  (300)        (173)        (600)        (256)

Net income                                  $ 797        $ 233       $ 1,624       $ 382

Net income allocated to general
  partners (5%)                             $ 40          $ 12         $ 81         $ 19

Net income allocated to limited
   partners (95%)                              757          221        1,543          363

                                            $ 797        $ 233       $ 1,624       $ 382

Net income per limited partnership
  unit                                     $ 1,167       $ 340       $ 2,378       $ 559

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


c)

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

<TABLE>
<CAPTION>


                                     Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

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

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

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

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

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

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

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

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>



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

                                                                    Six Months Ended
                                                                        June 30,
                                                                    2001        2000
Cash flows from operating activities:
<S>                                                               <C>           <C>
  Net income                                                      $ 1,624       $ 382
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Minority interest in net income of operating
      partnerships                                                    600          256
     Depreciation                                                   3,147        2,675
     Amortization of loan costs                                        68           62
     Bad debt expense, net                                            155          231
     Change in accounts:
      Receivables and deposits                                     (1,214)      (1,174)
      Other assets                                                    821          827
      Accounts payable                                                 13          849
      Tenant security deposit liabilities                              99           21
      Other liabilities                                               404          341
      Due to affiliates                                              (168)          --
           Net cash provided by operating activities                5,549        4,470

Cash flows from investing activities:
  Property improvements and replacements                           (5,242)      (3,708)
  Net deposits to restricted escrows                                 (211)        (574)
           Net cash used in investing activities                   (5,453)      (4,282)

Cash flows from financing activities:
  Payments on mortgage note payable                                  (919)        (734)
  Payments on advances from affiliate                              (1,172)          --
  Advance from affiliate                                              686           --
           Net cash used in financing activities                   (1,405)        (734)

Net decrease in cash and cash equivalents                          (1,309)        (546)

Cash and cash equivalents at beginning of period                    2,447        2,343

Cash and cash equivalents at end of period                        $ 1,138      $ 1,797

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 2,606      $ 2,118

Included in property improvements and replacements for the six months ended June
30, 2001 are  approximately  $908,000  of  improvements  which were  included in
accounts payable at December 31, 2000.

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

e)

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


Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Springhill Lake
Investors  Limited  Partnership (the  "Partnership"  or "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of Three Winthrop  Properties,  Inc. (the
"Managing General Partner" or "Three Winthrop"),  all adjustments (consisting of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  Operating results for the three and six month periods ended June
30, 2001, are not necessarily indicative of the results that may be expected for
the year  ending  December  31,  2001.  For  further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2000.
The Managing  General Partner is ultimately  controlled by Apartment  Investment
and  Management  Company  ("AIMCO"),  a publicly  traded real estate  investment
trust.

Principles of Consolidation

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

Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas  and  major  customers.  As  defined  in  SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The  Managing  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the consolidated financial statements as currently presented.

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.

The following  transactions with affiliates of the Managing General Partner were
charged to expense for the six months ended June 30, 2001 and 2000:

                                                         2001          2000
                                                           (in thousands)
     Property management fees (included in
       operating expenses)                              $ 457          $ 367
     Reimbursement for services of affiliates
       (included in general and administrative
       expense and investment property)                   663            171
     Asset management fee (included in general
       and administrative expense)                         50             50
     Annual administration fee (included in
       general and administrative expense)                  5              5

Affiliates of the Managing  General Partner are entitled to receive 3% of tenant
rent  collections  and 5% of  store  commercial  income  from  the  Registrant's
property for providing property management services. The Registrant paid to such
affiliates approximately $457,000 and $367,000 for the six months ended June 30,
2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $663,000 and
$171,000 for the six months ended June 30, 2001 and 2000, respectively. Included
in these amounts at June 30, 2001 are  reimbursements of approximately  $402,000
for construction  oversight costs.  There were no such  expenditures at June 30,
2000.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $50,000 in asset management fees and approximately $5,000
in administrative fees for both the six months ended June 30, 2001 and 2000.

At June 30,  2001 and  December  31,  2000,  the  Partnership  owed  advances of
approximately  $1,747,000 and $2,233,000,  respectively,  to an affiliate of the
Managing  General Partner  including  accrued  interest thereon of approximately
$19,000 and $30,000, respectively, which is included in due to affiliates. These
advances bear interest at the prime rate plus 2%, and the Partnership recognized
approximately  $117,000 in interest expense during the six months ended June 30,
2001.  Additionally,  during the six months ended June 30, 2001, the Partnership
received  advances of approximately  $686,000 and made payments of approximately
$1,172,000.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 446.65 limited  partnership  units
(the "Units") in the Partnership representing 68.82% of the outstanding Units at
June 30, 2001. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its affiliates or Three Winthrop's  affiliates.  It is possible
that AIMCO or its affiliates will make one or more additional  offers to acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO. Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters.  As a result of its  ownership  of
68.82% of the outstanding  Units, AIMCO is in a position to influence all voting
decisions with respect to the Registrant. When voting on matters, AIMCO would in
all likelihood vote the Units it acquired in a manner  favorable to the interest
of the Managing  General Partner  because of its  affiliation  with the Managing
General Partner.

Note C - Legal Proceedings

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

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

<PAGE>

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

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

The Operating  Partnerships'  investment property is a complex which consists of
apartment and townhouse units and an eight store shopping center.  The following
table sets forth the average  occupancy of the property for the six months ended
June 30, 2001 and 2000:

                                                            Average
                                                           Occupancy
                                                       2001          2000
       Springhill Lake Apartments
          Greenbelt, Maryland                          97%            85%

The increase in occupancy is due to significant  renovation  and  beautification
efforts at the property.  Additionally,  emphasis was placed on quickly readying
vacant units for occupancy and implementing new marketing strategies.

Results of Operations

The  Registrant's  net  income  for the six  months  ended  June  30,  2001  was
approximately   $1,624,000  as  compared  to  approximately   $382,000  for  the
corresponding  period in 2000. The  Registrant's net income for the three months
ended June 30, 2001 was  approximately  $797,000  as  compared to  approximately
$233,000 for the  corresponding  period in 2000. Income before minority interest
for the six months ended June 30, 2001 was approximately  $2,224,000 as compared
to approximately  $638,000 for the  corresponding  period in 2000. Income before
minority  interest for the three  months  ended June 30, 2001 was  approximately
$1,097,000 as compared to approximately $406,000 for the corresponding period in
2000.  The  increase in income  before  minority  interest for the three and six
months  ended June 30,  2001 is  primarily  the result of an  increase  in total
revenues  partially  offset by an increase in total  expenses.  The  increase in
total revenues is  attributable  to an increase in both rental and other income.
Rental  income  increased  due to a  significant  increase in  occupancy  at the
property as discussed  above and a decrease in  concessions  offered to tenants.
Other income  increased  primarily due to an increase in interest  income,  late
charges and tenant reimbursement.

Total expenses increased primarily due to an increase in operating,  general and
administrative and depreciation  expenses which more than offset the decrease in
bad debt expense.  Operating expense  increased  primarily due to an increase in
utility expense, especially natural gas, maintenance salaries, interior painting
projects and property  management  expenses  which is charged as a percentage of
tenant rent collections. Depreciation expense increased due to the completion of
capital  improvements  and  replacements  at the property during the past twelve
months. Bad debt expense decreased due to increased occupancy and the renovation
project attracting more desirable tenants.

General  and   administrative   expenses   increased   due  to  an  increase  in
reimbursements  to the Managing  General  Partner  allowed under the Partnership
Agreement  associated with its management of the  Partnership.  Costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included in general and administrative expenses.

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

Liquidity and Capital Resources

At June 30, 2001, the Registrant had cash and cash  equivalents of approximately
$1,138,000 as compared to  approximately  $1,797,000 at June 30, 2000.  Cash and
cash  equivalents  decreased  approximately  $1,309,000 for the six months ended
June 30, 2001 from December 31, 2000. The decrease in cash and cash  equivalents
is the  result  of  approximately  $5,453,000  and  $1,405,000  of cash  used in
investing and financing activities,  respectively, which was partially offset by
approximately $5,549,000 of cash provided by operating activities.  Cash used in
investing activities consisted of property improvements and replacements and, to
a lesser  extent,  net deposits to escrow  accounts  maintained  by the mortgage
lender. Cash used in financing  activities  consisted of principal payments made
on the mortgage  encumbering the Registrant's  property and payments on advances
from affiliate  offset by an advance from an affiliate.  The Registrant  invests
its working capital reserves in interest bearing accounts.

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

For  2001,  the  Partnership  budgeted  approximately   $4,950,000  for  capital
improvements  at Springhill  Lake  Apartments  consisting  primarily of flooring
replacements,    structural   improvements,   building   refurbishments,   water
submetering,  general  enhancements and parking lot resurfacing.  During the six
months ended June 30, 2001, the property completed  approximately  $4,334,000 of
capital expenditures,  consisting primarily of electrical and plumbing upgrades,
water submetering, flooring and appliance replacements, structural improvements,
recreational  facility  upgrades,  swimming  pool  enhancements,   interior  and
exterior improvements and parking area upgrades.  These improvements were funded
from operating cash flow and replacement reserves.  Additional  improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and anticipated cash flow generated by the property.

The  Registrant's  current assets are thought to be sufficient for any near term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $52,770,000 is amortized over 120 months with a
balloon payment of approximately  $49,017,000 due May 2003. The Managing General
Partner  will attempt to refinance  such  indebtedness  and/or sell the property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Registrant  will  risk  losing  the  property  through
foreclosure.

At June 30, 2001, the Partnership owed advances of  approximately  $1,747,000 to
an affiliate of the Managing General Partner  including accrued interest thereon
of  approximately  $19,000.  During the six  months  ended  June 30,  2001,  the
Partnership  received  advances of  approximately  $686,000 and made payments of
approximately $1,172,000.

The  Partnership did not make any  distributions  to its partners during the six
months ended June 30, 2001 or 2000. The  Partnership  is prohibited  from making
distributions  until all advances  from its  affiliate  are repaid.  Future cash
distributions  will depend on the levels of net cash generated from  operations,
the availability of cash reserves, and the timing of debt maturity, refinancing,
and/or sale of the property.  The Partnership's  distribution policy is reviewed
on a  quarterly  basis.  There can be no  assurance  that the  Partnership  will
generate sufficient funds from operations after planned capital  expenditures to
permit distributions to its partners during 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 446.65 limited  partnership  units
(the "Units") in the Partnership representing 68.82% of the outstanding Units at
June 30, 2001. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its affiliates or Three Winthrop's  affiliates.  It is possible
that AIMCO or its affiliates will make one or more additional  offers to acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO. Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters.  As a result of its  ownership  of
68.82% of the outstanding  Units, AIMCO is in a position to influence all voting
decisions with respect to the Registrant. When voting on matters, AIMCO would in
all likelihood vote the Units it acquired in a manner  favorable to the interest
of the Managing  General Partner  because of its  affiliation  with the Managing
General Partner.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged  transactions,  nor does it hold or issue  financial  instruments  for
trading  purposes.  The  Partnership  is exposed to  changes in  interest  rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund  business  operations.  To  mitigate  the  impact of  fluctuations  in U.S.
interest rates,  the  Partnership  maintains its debt as fixed rate in nature by
borrowing on a long-term basis. However, the advances made from its affiliate to
the  Partnership  bear interest at a variable  rate.  Based on interest rates at
June 30, 2001, a 100 basis point  increase or decrease in market  interest rates
would not have a material impact on the Partnership.

The following table  summarizes the  Partnership's  debt obligations at June 30,
2001. The interest rates represent the weighted-average rates. The fair value of
the Partnership's debt is approximately $54,340,000 as of June 30, 2001.

Principal amount by expected maturity:

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

               2001                $   829                  9.30%
               2002                  2,049                  9.30%
               2003                 49,892                  9.30%
               Total               $52,770




<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     Legal Proceedings

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  Current  Report  on Form 8-K  dated  July 6, 2001 and filed on
                  July 13, 2001, disclosing the dismissal of Arthur Andersen LLP
                  as the Registrant's  certifying accountant and the appointment
                  of Ernst & Young  LLP as the  certifying  accountants  for the
                  year ended December 31, 2001.




<PAGE>


                                   SIGNATURES



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



                                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP


                                    By:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner


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


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


                                    Date: