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 (Date of earliest event reported) December 18, 2003

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

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


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


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



Item 5.     Other Events

On December 11, 2003, AIMCO  Properties,  L.P., a Delaware  limited  partnership
("AIMCO Properties"),  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. (the "Managing  General  Partner"),  the current holder of the
0.1%  management  general  partnership  interest  in the  Partnership  (the "MGP
Interest"),  with respect to the acquisition of the MGP Interest by an affiliate
of AIMCO Properties.

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 the Managing  General
Partner to the AIMCO Properties  affiliate is effective,  NHP Management Company
("NHP"),  an affiliate of AIMCO  Properties,  holds 100% of the Class B stock of
FWC,  which  provides  NHP with the right to elect one  director to the Managing
General  Partner's Board of Directors,  who in turn has the power to appoint the
sole member of the Residential Committee of the Managing General Partner's Board
of Directors.  The  Residential  Committee is vested with the authority to elect
officers and, subject to certain limitations,  the Residential Committee and its
appointed  officers have the right to cause the Managing General Partner to take
such  actions  as it  deems  necessary  and  advisable  in  connection  with the
activities of the Partnership.

The purchase price  allocated to the MGP Interest was $1,000 plus the redemption
of  certain  interests  held by  affiliates  of  AIMCO  Properties  in FWC.  The
agreement is subject to  necessary  actions to obtain the consent of the limited
partners  (although  AIMCO  Properties and its  affiliates  control a sufficient
interest  in the  Partnership  to approve  the  transfer  of the MGP  Interest),
lenders, if applicable, and any necessary governmental consents.







                                    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
                                          Vice President - Residential


                                    Date: December 23, 2003