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

                                   Form 10-Q/A

(Mark One)

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

                 For the quarterly period ended September 30, 2002

[ ] 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>
The issuer  recently  discovered  that it had  inadvertently  omitted  conformed
signatures on certain  certifications  included in its 10-Q filing made November
14, 2002.  Original  signatures were complete and on file with the issuer at the
time the 10-Q filing was made in  November;  however,  due to a clerical  error,
conformed  signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

                               September 30, 2002
<TABLE>
<CAPTION>

                                                         September 30,    December 31,
                                                              2002            2001
                                                          (unaudited)        (Note)
Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                 $ 192          $ 2,277
   Receivables and deposits                                    1,353           2,118
   Restricted escrows                                          2,458           2,332
   Other assets                                                2,525           1,256
   Investment property:
      Land                                                     5,833           5,833
      Buildings and related personal property                119,705         119,300
                                                             125,538         125,133
      Less accumulated depreciation                          (70,772)        (65,806)
                                                              54,766          59,327
                                                            $ 61,294        $ 67,310
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                          $ 950          $ 2,222
   Due to affiliates                                              --              99
   Tenant security deposit liabilities                           810             775
   Other liabilities                                             815           1,096
   Advances from affiliate                                        --           1,853
   Mortgage note payable                                      50,281          51,788
                                                              52,856          57,833

Minority interest                                              5,568           5,470

Partners' (Deficit) Capital
   General partners                                           (2,717)         (2,660)
   Limited partners (649 units issued and
      outstanding)                                             5,587           6,667
                                                               2,870           4,007
                                                            $ 61,294        $ 67,310

Note: The balance  sheet at December  31, 2001 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  September  30, 2002
      balance sheet.


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                             Three Months Ended         Nine Months Ended
                                                September 30,             September 30,
                                              2002         2001         2002          2001
Revenues:
<S>                                         <C>          <C>           <C>          <C>
  Rental income                             $ 7,676      $ 7,411       $22,690      $21,947
  Other income                                  410          311         1,025          977
  Casualty gain                                  --           --           466           --
      Total revenues                          8,086        7,722        24,181       22,924

Expenses:
   Operating                                  2,868        3,269         9,508        9,184
   General and administrative                   191          190           553          537
   Depreciation                               1,807        1,666         5,138        4,813
   Interest                                   1,205        1,309         3,691        3,962
   Property taxes                               474          478         1,404        1,394
      Total expenses                          6,545        6,912        20,294       19,890

Income before minority interest               1,541          810         3,887        3,034

Minority interest in net income
   of operating partnerships                   (294)        (287)         (783)        (887)

Net income                                  $ 1,247       $ 523        $ 3,104      $ 2,147

Net income allocated to general
  partners (5%)                               $ 62         $ 26         $ 155        $ 107

Net income allocated to limited
   partners (95%)                             1,185          497         2,949        2,040

                                            $ 1,247       $ 523        $ 3,104      $ 2,147

Net income per limited partnership
  unit                                      $ 1,826       $ 765        $ 4,544      $ 3,143

Distributions per limited partnership
  unit                                      $ 3,109        $ --        $ 6,208        $ --


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                   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, 2000                      649        $(2,779)     $ 4,399     $ 1,620

Net income for the nine months
   ended September 30, 2001                --            107        2,040      2,147

Partners' (deficit) capital at
   September 30, 2001                     649        $(2,672)     $ 6,439    $ 3,767



Partners' (deficit) capital at
   December 31, 2001                      649        $(2,660)     $ 6,667     $ 4,007

Distributions for the nine months
   ended September 30, 2002                --           (212)      (4,029)    (4,241)

Net income for the nine months
   ended September 30, 2002                --            155        2,949      3,104

Partners' (deficit) capital at
   September 30, 2002                     649        $(2,717)     $ 5,587    $ 2,870

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                        Nine Months Ended
                                                                          September 30,
                                                                        2002          2001
Cash flows from operating activities:
<S>                                                                   <C>            <C>
  Net income                                                          $ 3,104        $ 2,147
  Adjustments to reconcile net income to net cash provided by
   operating activities:
     Minority interest in net income of operating partnerships            783            887
     Depreciation                                                       5,138          4,813
     Casualty gain                                                       (466)            --
     Amortization of loan costs                                           102            102
     Bad debt expense, net                                                146            212
     Change in accounts:
      Receivables and deposits                                            619         (1,899)
      Other assets                                                     (1,371)           750
      Accounts payable                                                   (895)           (85)
      Tenant security deposit liabilities                                  35            162
      Accrued real estate taxes                                            --            479
      Other liabilities                                                  (124)            84
      Due to affiliates                                                   (99)          (175)
           Net cash provided by operating activities                    6,972          7,477

Cash flows from investing activities:
  Insurance proceeds received                                             445             --
  Property improvements and replacements                               (3,335)        (6,560)
  Net deposits to restricted escrows                                     (126)          (482)
  Refund of construction service fees from affiliate                    2,245             --
           Net cash used in investing activities                         (771)        (7,042)

Cash flows from financing activities:
  Payments on mortgage note payable                                    (1,507)        (1,394)
  Payments on advances from affiliate                                  (1,853)        (1,287)
  Advance from affiliate                                                   --            686
  Distributions to partners                                            (4,241)            --
  Distributions to minority partner                                      (685)            --
           Net cash used in financing activities                       (8,286)        (1,995)

Net decrease in cash and cash equivalents                              (2,085)        (1,560)
Cash and cash equivalents at beginning of period                        2,277          2,447

Cash and cash equivalents at end of period                             $ 192          $ 887

Supplemental disclosure of cash flow information:
  Cash paid for interest                                              $ 3,610        $ 3,874

Supplemental disclosure of non-cash flow activity:
  Property improvements and replacements included in accounts
   payable                                                             $ 253         $ 1,348

At December 31, 2001 and 2000 approximately $673,000 and $908,000, respectively,
of property  improvements  and  replacements  were included in accounts  payable
which are included in property  improvements  and  replacements  during the nine
months ended September 30, 2002 and 2001, respectively.

            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 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 nine month  periods  ended
September 30, 2002,  are not  necessarily  indicative of the results that may be
expected for the year ending December 31, 2002. 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, 2001.
The Managing  General Partner is ultimately  controlled by Apartment  Investment
and  Management  Company  ("AIMCO"),  a publicly  traded real estate  investment
trust.

Certain  reclassifications  have been made to the 2001 information to conform to
the 2002 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 tenant
rent  collections  and 5% of store  commercial  income  from  the  Partnership's
property for providing  property  management  services.  The Partnership paid to
such  affiliates  approximately  $693,000 and $684,000 for the nine months ended
September  30,  2002 and 2001,  respectively,  which is  included  in  operating
expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $401,000 and
$405,000 for the nine months ended  September  30, 2002 and 2001,  respectively,
which is included in general and administrative expenses.

During 2001, the Partnership was charged,  by affiliates of the Managing General
Partner,  approximately  $2,245,000 for fees related to construction  management
services  for work  performed  during 1999,  2000 and 2001.  These fees had been
capitalized  and included in investment  property.  During the second quarter of
2002, it was determined by the Managing  General  Partner that these fees should
not have  been  charged  and the  Partnership  was  refunded  the  full  amount.
Accordingly,  such  previously  capitalized  fees  are  no  longer  included  in
investment property at September 30, 2002.

In accordance  with the  Partnership  Agreement,  the Managing  General  Partner
earned  approximately  $78,000 in asset management fees and approximately $5,000
in administrative  fees for both the nine month periods ended September 30, 2002
and 2001. These fees are included in general and administrative expenses.

At December 31, 2001, the Partnership owed advances of approximately  $1,853,000
to an affiliate of the Managing  General Partner not including  accrued interest
thereon of  approximately  $11,000  which was included in other  liabilities  at
December 31, 2001.  These  advances bear interest at the prime rate plus 2%, and
the  Partnership  recognized  approximately  $30,000  and  $154,000  in interest
expense during the nine months ended September 30, 2002 and 2001,  respectively.
During the nine months ended  September 30, 2002,  the  Partnership  received no
additional  advances from the Managing  General  Partner and made  principal and
interest payments of approximately  $1,864,000.  All advances  including accrued
interest owed to an affiliate of the Managing  General  Partner have been repaid
at September 30, 2002.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing  General  Partner.  During the nine months ended
September  30,  2002 and 2001,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $225,000 and  $393,000,  respectively,  for insurance
coverage and fees associated with policy claims administration.

Note C - Casualty Gain

During April 2001 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to two  buildings at the  property.  The property  initially  received
$145,000 of insurance  proceeds  during  August 2001 and received the  remaining
balance of $445,000  in June 2002.  All work has been  completed  with the total
costs to restore the buildings totaling approximately  $595,000. A casualty gain
was recognized  during the nine months ended September 30, 2002 of approximately
$466,000 as a result of the receipt of $590,000 in total insurance proceeds less
the write-off of approximately $124,000 in undepreciated assets.

Note D - Legal Proceedings

The Partnership is unaware of any 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 OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  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. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  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; 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 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 nine months ended
September 30, 2002 and 2001:

                                                            Average
                                                           Occupancy
                                                       2002          2001
       Springhill Lake Apartments
          Greenbelt, Maryland                          97%            97%

Results of Operations

The  Registrant's  net income for the nine months ended  September  30, 2002 was
approximately  $3,104,000  as  compared  to  approximately  $2,147,000  for  the
corresponding  period in 2001. The  Registrant's net income for the three months
ended   September  30,  2002  was   approximately   $1,247,000  as  compared  to
approximately  $523,000  for the  corresponding  period in 2001.  Income  before
minority interest for the nine months ended September 30, 2002 was approximately
$3,887,000 as compared to approximately  $3,034,000 for the corresponding period
in 2001.  Income before  minority  interest for the three months ended September
30, 2002 was approximately  $1,541,000 as compared to approximately $810,000 for
the  corresponding  period  in 2001.  The  increase  in income  before  minority
interest  for the nine  months  ended  September  30,  2002 is the  result of an
increase in total revenues slightly offset by an increase in total expenses. The
increase in total  revenues  is  primarily  attributable  to the  casualty  gain
resulting from a fire at the Registrant's  investment property in April 2001 and
an  increase  in rental  income.  The  increase  in rental  income is  primarily
attributable  to  an  increase  in  average  rental  rates  at  Springhill  Lake
Apartments.

During April 2001 a fire occurred at Springhill Lake  Apartments  which resulted
in damage to two  buildings at the  property.  The property  initially  received
$145,000 of insurance  proceeds  during  August 2001 and received the  remaining
balance of $445,000  in June 2002.  All work has been  completed  with the total
costs to restore the buildings totaling approximately  $595,000. A casualty gain
was recognized during the second quarter of 2002 of approximately  $466,000 as a
result of the receipt of $590,000 in total insurance proceeds less the write-off
of approximately $124,000 in undepreciated assets.

Total  expenses  for the nine month period ended  September  30, 2002  increased
primarily due to an increase in operating and  depreciation  expenses  partially
offset by a decrease in interest expense. Operating expenses increased due to an
increase  in  maintenance  and  administrative   expenses  partially  offset  by
decreases in utilities,  primarily  natural gas and fuel costs,  and advertising
expenses.  Maintenance  expense increased due to increases in interior painting,
building  improvements and yard and ground work at the Partnership's  investment
property.  The decrease in  advertising  expense is primarily a result of stable
occupancy at Springhill Lake Apartments.  Depreciation  expense increased due to
assets  placed  into  service at the  property  during the last 12 months  being
depreciated. Interest expense decreased due to advances from an affiliate of the
Managing  General  Partner  being  paid in full  during  the nine  months  ended
September  30,  2002 and the  scheduled  monthly  payments of  principal  on the
mortgage encumbering the property.

The increase in income before minority interest for the three month period ended
September  30, 2002 is due to an increase  in total  revenues  and a decrease in
total expenses. Total revenues increased due to an increase in rental income, as
discussed above, and an increase in other income.  Other income increased due to
increases in  miscellaneous  tenant charges and lease  cancellation  fees at the
Partnership's  investment  property.  The decrease in total expenses is due to a
decrease in interest  expense,  as discussed  above, and a decrease in operating
expense  partially offset by an increase in depreciation  expense,  as discussed
above.  Operating  expense  decreased due primarily to decreased natural gas and
fuel oil costs at the Partnership's investment property.

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.

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  September  30,  2002,  the  Registrant  had  cash and  cash  equivalents  of
approximately  $192,000 as compared to  approximately  $887,000 at September 30,
2001. Cash and cash equivalents decreased approximately  $2,085,000 for the nine
months ended September 30, 2002 from December 31, 2001. The decrease in cash and
cash equivalents is the result of approximately  $8,286,000 and $771,000 of cash
used in financing  and  investing  activities,  respectively,  which was largely
offset by  approximately  $6,972,000 of cash  provided by operating  activities.
Cash used in financing  activities  consisted of principal  payments made on the
mortgage  encumbering the  Registrant's  property,  payments on advances from an
affiliate  and  distributions  to partners.  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 largely offset by
a refund of construction  service fees from an affiliate of the Managing General
Partner and the receipt of insurance proceeds.  During 2001, the Partnership was
charged, by affiliates of the Managing General Partner, approximately $2,245,000
for fees related to construction  management  services for work performed during
1999, 2000 and 2001.  These fees had been capitalized and included in investment
property.  During the second  quarter of 2002, it was determined by the Managing
General Partner that these fees should not have been charged and the Partnership
was refunded the full amount. Accordingly,  such previously capitalized fees are
no longer included in investment  property at September 30, 2002. 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 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.

For  2002,  the  Partnership  budgeted  approximately   $1,319,000  for  capital
improvements  at  Springhill  Lake  Apartments  consisting  primarily  of  floor
covering and appliance replacements and structural improvements. During the nine
months ended September 30, 2002, the property completed approximately $2,915,000
of  budgeted  and  unbudgeted  capital  expenditures,  consisting  primarily  of
structural and building improvements, floor covering and appliance replacements,
plumbing fixtures,  air conditioning  upgrades and interior  decorations.  These
improvements  were funded  from  operating  cash flow,  insurance  proceeds  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  $50,281,000 is being  amortized over 120 months
with a balloon payment of  approximately  $49,017,000 due May 2003. The Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
property  prior to such maturity  date. If the property  cannot be refinanced or
sold for a  sufficient  amount,  the  Registrant  will risk losing the  property
through foreclosure.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2002 and 2001 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                   Nine Months       Per Limited       Nine Months       Per Limited
                      Ended          Partnership          Ended          Partnership
                September 30, 2002       Unit       September 30, 2001       Unit

<S>                   <C>               <C>                <C>               <C>
Operations            $4,241            $6,208             $ --              $ --
</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 Registrant's cash available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Registrant will generate sufficient funds from operations after required capital
improvement  expenditures  to permit any further  distributions  to its partners
during the remainder of 2002 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 521.90 limited  partnership  units
(the "Units") in the Partnership representing 80.42% of the outstanding Units at
September  30,  2002. 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 acquire  additional  units of limited
partnership interest in the Partnership in exchange for cash or a combination of
cash and units in the  operating  partnership  of AIMCO either  through  private
purchases or tender offers. 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 80.42% of the outstanding Units, AIMCO
is in a position to control all voting decisions with respect to the Registrant.
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  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 an impairment in the Partnership's assets.

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. Rental income attributable to leases is recognized monthly as it
is earned.  The Partnership will offer rental  concessions  during  particularly
slow months or in response to heavy  competition from other similar complexes in
the area. Concessions are charged to income as incurred.

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
September  30, 2002, 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 September
30, 2002.  The interest rates  represent the  weighted-average  rates.  The fair
value of the Partnership's debt is approximately $50,876,000 as of September 30,
2002.

Principal amount by expected maturity:

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

               2002                 $ 534                   9.30%
               2003                 49,747                  9.30%
               Total               $50,281

ITEM 4.     CONTROLS AND PROCEDURES

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, within 90 days of
the filing date of this quarterly  report,  evaluated the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  (13a-14(c)  and  (15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.



<PAGE>


                           PART II - OTHER INFORMATION


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 99, Certification of Chief Executive Officer and Chief
                  Financial Officer.

            b)    Reports on Form 8-K:

                  None filed for the quarter ended September 30, 2002.




<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:   THREE WINTHROP PROPERTIES, INC.
                                          Managing General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Vice President - Residential
                                          and Chief Accounting Officer


                                    Date: January 9, 2003



<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


2. Based on my  knowledge,  this  quarterly  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 quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  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 quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                /s/Patrick J. Foye
                                Patrick J. Foye
                                Vice  President - Residential  of Three Winthrop
                                Properties,   Inc.,   equivalent  of  the  chief
                                executive officer of the Partnership


<PAGE>




                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


2. Based on my  knowledge,  this  quarterly  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 quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  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 quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                Vice   President   -   Residential   and   Chief
                                Financial Officer of Three Winthrop  Properties,
                                Inc.,  equivalent of the chief financial officer
                                of the Partnership


<PAGE>


Exhibit 99


                          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 Ltd. Partnership (the  "Partnership"),  for the quarterly period ended
September 30, 2002 as filed with the Securities  and Exchange  Commission on the
date hereof (the  "Report"),  Patrick J. Foye,  as the  equivalent  of the chief
executive officer of the Partnership,  and Paul J. McAuliffe,  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/  Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2002


                                    /s/  Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2002


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