Form 8-K - CURRENT REPORT

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



                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                          Date of Report: July 6, 2001

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


             Maryland                 0-14569                04-2848939
    (State or other jurisdiction     (Commission          (I.R.S. Employer
          of incorporation)          File Number)          Identification
                                                               Number)


                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)


         Registrant's telephone number, including area code (864) 239-1000

                                       N/A

                   (Former address, if changed since last report)












Item 4.    Changes in Registrant's Certifying Accountant


As of July 6, 2001, Arthur Andersen LLP, the independent  accountant  previously
engaged  as the  principal  accountant  to audit  the  financial  statements  of
Springhill  Lake  Investors   Limited   Partnership  (the  "Registrant"  or  the
"Partnership"),  was terminated.  As of the same date, the firm of Ernst & Young
LLP was engaged to provide the service for the Registrant.

The audit  reports of Arthur  Andersen LLP on the  financial  statements  of the
Partnership  as of and for the years ended  December 31, 2000 and 1999,  did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles. The Registrant
previously filed a Current Report on Form 8-K on December 8, 1999 disclosing the
dismissal of KPMG LLP and the engagement of Arthur Andersen LLP.

The decision to change accountants was approved by the board of directors of the
managing general partner of the Partnership on July 6, 2001.

During the Partnership's two most recent fiscal years and any subsequent interim
period  preceding  the  change,  there  were no  disagreements  with the  former
accountants  on any matter of  accounting  principles  or  practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the satisfaction of the former accountants, would have caused it
to make reference to the subject matter of the  disagreements in connection with
its report.

The Registrant has provided a copy of this  disclosure to the former  accountant
and the Registrant  requested that the former accountant  furnish the Registrant
with a letter  addressed  to the  Securities  and  Exchange  Commission  stating
whether it agrees  with the  statements  made by the  Registrant,  and,  if not,
stating  the  respects  in  which  it  does  not  agree.  A copy  of the  former
accountant's  response  indicating  agreement  is included as an exhibit to this
report.

Item 7.    Financial Statements and Exhibits

   (c)     Exhibits

           16.1   Letter  dated  July  13,  2001,  from  the  former  accountant
                  regarding  its  concurrence  with the  statements  made by the
                  Registrant in this Current Report.







                                    SIGNATURE



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 hereunto duly authorized.



                              SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP

                              By:   Three Winthrop Properties, Inc.
                                    Managing General Partner

                              By:   /s/ Patrick J. Foye
                                    Patrick J. Foye
                                    Executive Vice President

                              Date: July 13, 2001






                                                                    Exhibit 16.1






July 13, 2001



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read Item 4 included  in the Form 8-K dated  July 6, 2001 of  Springhill
Lake  Investors  Limited  Partnership  filed with the  Securities  and  Exchange
Commission and are in agreement with the statements contained therein.

Very truly yours,

ARTHUR ANDERSEN LLP
Denver, Colorado

/s/Jeffrey S. Finnin
   Jeffrey S. Finnin

cc:  Mr. Thomas Novosel