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 March 31, 2004

[ ]   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
                           (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___

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>

                                                           March 31,      December 31,
                                                              2004            2003
                                                          (unaudited)         (Note)
Assets
<S>                                                         <C>             <C>
   Cash and cash equivalents                                $ 6,373         $ 5,194
   Receivables and deposits                                    2,360           1,944
   Restricted escrows                                          7,082           7,070
   Other assets                                                2,889           3,046
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                123,639         122,808
                                                             129,472         128,641
      Less accumulated depreciation                          (81,908)        (80,070)
                                                              47,564          48,571
                                                            $ 66,268        $ 65,825
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                          $ 815           $ 830
   Tenant security deposit liabilities                           797             834
   Other liabilities                                             416             656
   Mortgage note payable                                     109,699         110,386
                                                             111,727         112,706

Minority interest (Note D)                                       --              --

Partners' Deficit
   General partners                                           (2,700)         (2,771)
   Investor limited partners (649 units issued and
      outstanding)                                           (42,759)        (44,110)
                                                             (45,459)        (46,881)
                                                            $ 66,268        $ 65,825

Note: The 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
                                                                       March 31,
                                                            2004            2003
Revenues:
<S>                                                        <C>             <C>
   Rental income                                           $7,657          $7,498
   Other income                                               346             321
   Casualty gain (Note C)                                      --              83
      Total revenues                                        8,003           7,902

Expenses:
   Operating                                                3,427           3,664
   General and administrative                                 146             179
   Depreciation                                             1,838           1,847
   Interest                                                   627             740
   Property taxes                                             495             474
   Bad debt expense                                            48              70
      Total expenses                                        6,581           6,974

Income before minority interest                             1,422             928

Distributions to minority interest partner in
   excess of investment (Note D)                               --            (682)

Net income                                                 $1,422          $ 246

Net income allocated to general partners (5%)               $ 71            $ 12
Net income allocated to investor limited
   partners (95%)                                           1,351             234

                                                           $1,422          $ 246

Net income per limited partnership unit                    $2,082          $ 361

Distributions per limited partnership unit                  $ --           $7,023


        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 three months
   ended March 31, 2004                   --              71        1,351        1,422

Partners' deficit at
   March 31, 2004                        649         $(2,700)    $(42,759)    $(45,459)


        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2004          2003
Cash flows from operating activities:
<S>                                                             <C>            <C>
  Net income                                                    $ 1,422        $ 246
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Distributions to minority interest partner in
      excess of investment                                           --           682
     Depreciation                                                 1,838         1,847
     Casualty gain                                                   --           (83)
     Amortization of loan costs                                     108           115
     Bad debt expense, net                                           48            70
     Change in accounts:
      Receivables and deposits                                     (464)         (490)
      Other assets                                                   49           601
      Accounts payable                                              (15)          397
      Tenant security deposit liabilities                           (37)           13
      Other liabilities                                            (240)         (264)
         Net cash provided by operating activities                2,709         3,134

Cash flows from investing activities:
   Insurance proceeds received                                       --           104
   Property improvements and replacements                          (831)       (1,309)
   Net deposits to restricted escrows                               (12)           (1)
         Net cash used in investing activities                     (843)       (1,206)

Cash flows from financing activities:
   Payments on advances from affiliate                               --          (156)
   Payments on mortgage note payable                               (687)         (673)
   Distributions to partners                                         --        (4,650)
   Distributions to minority partner                                 --          (682)
   Loan costs paid                                                   --           (34)
         Net cash used in financing activities                     (687)       (6,195)

Net increase (decrease) in cash and cash equivalents              1,179        (4,267)

Cash and cash equivalents at beginning of period                  5,194         5,559

Cash and cash equivalents at end of period                      $ 6,373       $ 1,292

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 517         $ 818

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 three months ended March 31, 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 months ended March 31, 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 matter
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 $240,000 and $232,000 for the
three months ended March 31, 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
$105,000  and  $134,000  for the three  months  ended  March 31,  2004 and 2003,
respectively, which is included in general and administrative expenses. At March
31, 2004, approximately $6,000 was owed and is included in other liabilities.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $25,000 in asset management fees and approximately $3,000
in administrative fees for both the three month periods ended March 31, 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 three months ended March 31, 2003.  There were no advances owed at March
31, 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 2004, the Partnership anticipates its cost for
insurance  coverage  and  fees  associated  with  policy  claims  administration
provided  by  AIMCO  and its  affiliates  will be  approximately  $180,000.  The
Partnership was charged $273,000 for 2003.

Note C - Casualty Gain

During March 2002, a fire occurred at Springhill Lake Apartments  which resulted
in damage to eleven units at the  property.  During the three months ended March
31, 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 fixed assets being written off.

During September 2003,  Hurricane Isabel caused damages to some of the apartment
buildings at the  property.  Insurance  proceeds of  approximately  $38,000 were
received in April 2004 which  exceeded the  replacement  costs of  approximately
$28,000 incurred during 2004. A gain of approximately $33,000 will be recognized
during the second quarter of 2004 related to this casualty.

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 three  months  ended  March 31, 2004 and 2003.  During the three  months
ended March 31, 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  three  months  ended  March  31,  2003,
distributions to the minority  interest  partner of approximately  $682,000 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 and $1,780,000
at March 31, 2004 and 2003, respectively. No income is allocated to the minority
partner  until all  previous  losses  recognized  by the  majority  partner  are
recovered.  For the three  months  ended March 31, 2004 and 2003,  approximately
$275,000 and $216,000,  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  $741,000  at March 31,  2004 is
recovered.

Note E - 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. Discovery is currently underway.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership,  whether legal or settlement costs,  associated with this case will
be material to the Partnership's overall operations.

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.

Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
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
the three months ended March 31, 2004 and 2003 was 96% and 94%, respectively.

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 three  months  ended  March 31,  2004 was
approximately   $1,422,000   compared   to   approximately   $246,000   for  the
corresponding  period in 2003.  Income  before  minority  interest for the three
months  ended  March  31,  2004  was   approximately   $1,422,000   compared  to
approximately  $928,000 for the  corresponding  period in 2003.  The increase in
income  before  minority  interest  for the three months ended March 31, 2004 is
primarily  due to a decrease  in total  expenses  and,  to a lesser  extent,  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 an increase in occupancy  and increased  rental
rates 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 March 2002, a fire occurred at Springhill Lake Apartments  which resulted
in damage to eleven units at the  property.  During the three months ended March
31, 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 fixed assets being written off.

During September 2003,  Hurricane Isabel caused damages to some of the apartment
buildings at the  property.  Insurance  proceeds of  approximately  $38,000 were
received in April 2004 which  exceeded the  replacement  costs of  approximately
$28,000 incurred during 2004. A gain of approximately $33,000 will be recognized
during the second quarter of 2004 related to this casualty.

Total  expenses  for the three  months  ended  March 31, 2004  decreased  due to
decreases  in  operating,  general  and  administrative,  bad debt and  interest
expenses  offset  slightly by an increase in property tax expense.  Depreciation
expense remained relatively  constant between the comparable periods.  Operating
expenses  decreased  due to a decrease in contract  cleaning  services  and snow
removal costs partially  offset by an increase in salaries and related  employee
benefits.  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.  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.

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 three  months  ended  March 31, 2004 and 2003.  During the three  months
ended March 31, 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  three  months  ended  March  31,  2003,
distributions to the minority  interest  partner of approximately  $682,000 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 and $1,780,000
at March 31, 2004 and 2003, respectively. No income is allocated to the minority
partner  until all  previous  losses  recognized  by the  majority  partner  are
recovered.  For the three  months  ended March 31, 2004 and 2003,  approximately
$275,000 and $216,000,  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  $741,000  at March 31,  2004 is
recovered.

Liquidity and Capital Resources

At  March  31,  2004,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $6,373,000 as compared to  approximately  $1,292,000 at March 31,
2003. Cash and cash equivalents increased approximately $1,179,000 from December
31,  2003  due  to  approximately  $2,709,000  of  cash  provided  by  operating
activities partially offset by approximately  $843,000 and $687,000 of cash used
in investing  and  financing  activities,  respectively.  Cash used in investing
activities consisted of property  improvements and replacements and net deposits
to restricted escrows.  Cash used in financing activities consisted of principal
payments made on the mortgage encumbering the property.  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  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  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  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $831,000 of capital  improvements  at Springhill  Lake Apartments
consisting primarily of structural improvements,  appliances, plumbing fixtures,
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.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects to complete an additional  $792,000  which does not
include any amounts that will be incurred to complete  repairs and  improvements
at the  property  required  to be made in  connection  with  the  November  2002
refinancing of the mortgage  encumbering  the property.  In connection  with the
refinancing,   an  escrow   account  was  created  to  fund  such   repairs  and
improvements.  At March 31,  2004,  there was  approximately  $7,082,000  in the
escrow account. 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  of  approximately   $109,699,000   requires  monthly  payments  of
principal and interest until its maturity date in September 2007 at which time a
balloon  payment of  approximately  $99,940,000  will be due. At that time,  the
Managing  General Partner has the option to extend the maturity of this loan for
another five years.  The Managing  General Partner may 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 Partnership
will risk losing the property through foreclosure.

The Partnership  distributed the following amounts during the three months ended
March 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                   Three Months      Per Limited       Three Months      Per Limited
                      Ended          Partnership          Ended          Partnership
                  March 31, 2004         Unit         March 31, 2003         Unit

<S>                    <C>               <C>              <C>               <C>
Refinancing            $ --              $ --             $2,818            $4,342
Operations                --                --             1,832             2,681
                       $ --              $ --             $4,650            $7,023
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves,  and the  timing  of the debt
maturity,  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  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 March 31, 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 March 31,  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 March 31,
2004.  Management  believes  that  the  fair  value  of the  Partnership's  debt
approximates its carrying value as of March 31, 2004.

Principal amount by expected maturity:

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

               2004                $ 2,077                   (1)
               2005                   2,829                  (1)
               2006                   2,891                  (1)
               2007                 101,902                  (1)
               Total               $109,699

(1)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index ("DMBS") plus 85 basis points.  The rate was 1.87% at March 31, 2004
      and resets  monthly.  The  Partnership  has the option of  converting to a
      fixed  rate loan in 2005.  The loan  matures  in 2007  with one  five-year
      extension option.

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. Discovery is currently underway.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership,  whether legal or settlement costs,  associated with this case will
be material to the Partnership's overall operations.

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 March 31, 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:

                  Exhibit  3.4,   Amended  and  Restated   Limited   Partnership
                  Agreement  and  Certificate  of Amendment of  Springhill  Lake
                  Investors   Limited   Partnership   (incorporated   herein  by
                  reference to the Registrant's  Registration  Statement on Form
                  10, dated April 30, 1986).

                  Exhibit  3.4(a),  Amendment  to Amended and  Restated  Limited
                  Partnership   Agreement  and   Certificate   of  Amendment  of
                  Springhill Lake Investors  Limited  Partnership  (incorporated
                  herein by reference to the Registrant's  Annual Report on Form
                  10-K for the year ended December 31, 1993).

                  Exhibit 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.

                  Exhibit 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.

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

            b) Reports on Form 8-K:

                  None filed for the quarter ended March 31, 2004.




<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/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President and
                                          Chief Accounting Officer


                                    Date: May 13, 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:  May 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, Thomas M. Herzog, 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:  May 13, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior Vice  President  and Chief  Financial
                                    Officer 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 March 31, 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 Thomas M. Herzog, 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:  May 13, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  May 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.