[WINTHROP LETTERHEAD]
                   FIRST WINTHROP CORPORATION
                     One International Place
                        Boston, MA  02110
                         (617) 330-8600


TO:       Investor Limited Partners

FROM:     Beverly L. Bergman

DATE:     December 19, 1994

RE:       SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
          (the "Partnership")
_______________________________________________________________

Limited Partners and Three Winthrop Properties, Inc., the managing
general partner of the Investor Partnership ("Winthrop"), have
recently received materials from Theodore N. Lerner which contain
an offer to purchase the Investor Partnership's 90% interest in
Springhill Lake Apartments (the "Property").  Mr. Lerner currently
holds a 10% ownership interest in the Property by virtue of being
a limited partner of the ten "Operating Partnerships" which hold
title to the Property. Mr. Lerner is also the principal shareholder
of the company which has provided property management services to
the Property since 1985.  Prior to Mr. Lerner's mailing of the
materials, Winthrop had provided notice to Mr. Lerner that it
intends to terminate his management contract on the earliest date
permitted by the contract, which Winthrop believes to be January
31, 1995.

The materials sent by Mr. Lerner also describe his strategy to
force a sale of the Property or the Investor Partnership's 90%
interest in the Property if Winthrop, as general partner of the
Investor Partnership, decides not to pursue a sale.  Per the terms
of the Investor Partnership Agreement, a sale of the Property or
the Investor Partnership's 90% interest in the Property requires
the approval of both Winthrop and a majority in interest of Limited
Partners.

The materials sent by Mr. Lerner do not require any response from
Limited Partners.  The materials do, however, require a response
from Winthrop.  We are currently studying the materials and will
provide Limited Partners and Mr. Lerner with a response within the
next several weeks.

Also enclosed with this memorandum is a copy of an 8-K filing which
Winthrop recently made with the Securities and Exchange Commission.

The filing describes a recent transaction which affects the control
of Winthrop.

If you have any questions about the matters discussed please call
me at (800) 333-4556.

cc:  Account Executive

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                      [WINTHROP LETTERHEAD]



TO:       Investor Limited Partners

FROM:     Beverly L. Bergman

DATE:     January 24, 1995

RE:       SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
          (the "Partnership")
_______________________________________________________________

We are informed that Theodore Lerner has recently mailed materials
to you seeking your consent to a dissolution of the Partnership
(the "Lerner Solicitation").  Mr. Lerner's intention is to force a
sale of the Partnership's 90% interest in Springhill Lake
Apartments to Greenbelt Residential Limited Partnership
("Greenbelt"), an entity affiliated with Mr. Lerner.

Three Winthrop Properties, Inc., the Managing General Partner of
the Partnership, is concluding its analysis of Greenbelt's offer to
purchase the property as well as the alternatives to accepting the
Greenbelt offer.  We expect that a responsive communication will be
mailed to you before the end of this week.

You have until March 7, 1995 (the stated expiration date of the
Lerner Solicitation) to make a decision with respect whether you
wish to give Mr. Lerner your proxy to dissolve the Partnership.
There is no urgency or need for you to take any action prior to
March 7, 1995 with respect to the Lerner Solicitation.  We
therefore strongly urge you to refrain from taking any action with
respect to the Lerner Solicitation until you have had the benefit
of evaluating the Managing General Partner's response to the
Greenbelt offer.

In the interim, if you have any questions please do not hesitate to
contact me at (800) 333-4556.

cc:  Account Executive




FIRST WINTHROP CORPORATION
One International Place
Boston, MA  02110
(617) 330-8600





BEVLTR2.EXH




     




To:   Investor Limited Partners
From: Beverly L. Bergman
Date: February 1, 1995
Re:   Springhill Lake Investors Limited Partnership (the
     "Partnership")

   On January 24, 1995, we wrote to you regarding the materials sent to you
by Theodore Lerner seeking your consent to a dissolution of the Partnership
(the "Lerner Solicitation"). On February 1, 1995, Aquarius Acquisition, L.P.
("Aquarius") commenced a tender offer (the "Aquarius Offer") to acquire
limited partnership units of the Partnership. As set forth in the enclosed
Schedule 14D-9 filed with the Securities and Exchange Commission by the
Partnership in response to the Aquarius Offer, Three Winthrop Properties,
Inc. ("Three Winthrop"), the managing general partner of the Partnership, is
an affiliate of Aquarius and, because of the conflict of interest inherent in
such affiliation, the Partnership is making no recommendation and is
remaining neutral as to whether Limited Partners should tender their limited
partnership interests pursuant to the Aquarius Offer. Similarly, Three
Winthrop is not taking a position with respect to the Lerner Solicitation.

   Should you have any questions, please feel free to contact me at
800-333-4556.

cc: Account Executive