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) October 29, 2004

                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)


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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ]   Written  communications  pursuant to Rule 425 under the  Securities  Act
      (17 CFR 230.425)

[ ]   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
      Exchange Act (17 CFR 240.13e-4(c))









Item 8.01   Other Events

Effective  October 29,  2004,  AIMCO/Springhill  Lake  Investors  GP,  LLC,  the
managing general partner of Springhill Lake Investors  Limited  Partnership (the
"Registrant")  approved an amendment to its operating agreement to provide for a
board of managers,  which consists of Harry G. Alcock and Martha L. Long, rather
than management by its sole member, AIMCO Properties,  LP ("AIMCO  Properties").
Mr.  Alcock  is an  Executive  Vice  President  and Ms.  Long is a  Senior  Vice
President of Apartment  Investment and Management  Company,  an affiliate of the
Registrant and of AIMCO Properties.







                                    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: AIMCO/Springhill Lake Investors GP, LLC
                                    Managing General Partner

                                By: /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President


                             Date: November 4, 2004