content: FORM 8-K - CURRENT REPORT
  
  
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                                Washington, DC 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
                          Date of Report: October 20, 1998
  
  
                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
               (Exact name of registrant as specified in its charter)
  
  
                Maryland                0-14569                04-2848939
    (State or other jurisdiction of   (Commission           (I.R.S. Employer
     incorporation or organization)   File Number)           Identification
                                                                 Number)
  
  
  
                                  55 Beattie Place
                                   P.O. Box 1089
                          Greenville, South Carolina 29602
                      (Address of principal executive office)
  
  
         Registrant's telephone number, including area code (864) 239-1000
  
  
  
  ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
  As of October 20, 1998, Reznick Fedder & Silverman, 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 dismissed.  As of the same date, the firm of KPMG Peat
  Marwick LLP was engaged to provide that service for the Registrant.
  
  The audit reports of Reznick Fedder & Silverman on the financial statements of
  the Partnership as of and for the years ended December 31, 1997 and 1996, 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 decision to change accountants was approved by the board of directors of the
  general partner of the Partnership on September 23, 1998.
  
  During the Partnership's two most recent fiscal years and any subsequent interim
  period preceding the change, there were no disagreements with the former
  accountant 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 accountant, 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
  
  (a)  Financial statements of businesses acquired. - Not Applicable
  
  (b)  Pro forma financial information. - Not Applicable
  
  (c)  Exhibits:
  
       The following is filed as part of this report
  
       Exhibit No.     Exhibit
  
       16          Letter dated October 22, 1998 from the Registrant's former
                   independent accountant regarding its concurrence with the
                   statements made by the Registrant in this Current Report.
  
  
  
                                     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 hereunto duly authorized.
  
  
                           SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
  
  
                           By:       Three Winthrop Properties, Inc.
                                     Its General Partner
  
  
                           By:       IPT I LLC
                                     Its Associate General Partner
  
  
                           By:       /s/ Patrick Foye              
                                     Patrick Foye
                                     Executive Vice President
  
  
                           Date:  October 27, 1998
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4265}]
metadata_filer: {"company-data": {"conformed-name": "SPRINGHILL LAKE INVESTORS LTD PARTNERSHIP", "cik": "0000763399", "assigned-sic": "6500", "irs-number": "042848939", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14569", "film-number": "98731434"}, "business-address": {"street1": "1873 SOUTH BELLAIRE STREET", "street2": "17TH FLOOR", "city": "DENVER", "state": "CO", "zip": "80222", "phone": "6173308600"}, "mail-address": {"street1": "1873 SOUTH BELLAIRE STREET", "street2": "17TH FLOOR", "city": "DENVER", "state": "CO", "zip": "80222"}}
text: FORM 8-K - CURRENT REPORT
  
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                                Washington, DC 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
                          Date of Report: October 20, 1998
  
                   SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
               (Exact name of registrant as specified in its charter)
  
                Maryland                0-14569                04-2848939
    (State or other jurisdiction of   (Commission           (I.R.S. Employer
     incorporation or organization)   File Number)           Identification
                                                                 Number)
  
                                  55 Beattie Place
                                   P.O. Box 1089
                          Greenville, South Carolina 29602
                      (Address of principal executive office)
  
         Registrant's telephone number, including area code (864) 239-1000
  
  ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
  As of October 20, 1998, Reznick Fedder & Silverman, 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 dismissed.  As of the same date, the firm of KPMG Peat
  Marwick LLP was engaged to provide that service for the Registrant.
  
  The audit reports of Reznick Fedder & Silverman on the financial statements of
  the Partnership as of and for the years ended December 31, 1997 and 1996, 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 decision to change accountants was approved by the board of directors of the
  general partner of the Partnership on September 23, 1998.
  
  During the Partnership's two most recent fiscal years and any subsequent interim
  period preceding the change, there were no disagreements with the former
  accountant 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 accountant, 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
  
  (a)  Financial statements of businesses acquired. - Not Applicable
  
  (b)  Pro forma financial information. - Not Applicable
  
  (c)  Exhibits:
  
       The following is filed as part of this report
  
       Exhibit No.     Exhibit
  
       16          Letter dated October 22, 1998 from the Registrant's former
                   independent accountant regarding its concurrence with the
                   statements made by the Registrant in this Current Report.
  
                                     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 hereunto duly authorized.
  
                           SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
  
                           By:       Three Winthrop Properties, Inc.
                                     Its General Partner
  
                           By:       IPT I LLC
                                     Its Associate General Partner
  
                           By:       /s/ Patrick Foye              
                                     Patrick Foye
                                     Executive Vice President
  
                           Date:  October 27, 1998