SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 12 )*

Springhill Lake Investors Limited Partnership

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

NONE

(CUSIP Number)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

with a copy to:

Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 S. Grand Ave., Suite 3400
Los Angeles, CA 90071
(213) 687-5000

March 12, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Page 1 of 11 Pages)

CUSIP No. NONE  SCHEDULE 13D Page 2  of  10 

1	NAMES OF REPORTING PERSONS: AIMCO Properties, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	84-1275721
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			282.50 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			282.50 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	282.50 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	43.53%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. NONE  SCHEDULE 13D Page 3  of  10 

1	NAMES OF REPORTING PERSONS: AIMCO-GP, Inc.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			282.50 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			282.50 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	282.50 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	43.53%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

CUSIP No. NONE  SCHEDULE 13D Page 4  of  10 

1	NAMES OF REPORTING PERSONS: Apartment Investment and Management Company
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	84-129577
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Maryland
		7	SOLE VOTING POWER:
NUMBER OF			241.15 Units
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			282.50 Units
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			241.15 Units
WITH		10	SHARED DISPOSITIVE POWER:
			282.50 Units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	523.65 Units
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	80.69%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds and Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURE
Joint Filing Agreement

     This Amendment No. 12 (this “Amendment”) amends the Statement on Schedule 13D (as amended, the “Statement”) previously filed with the Securities and Exchange Commission by AIMCO Properties, L.P., AIMCO-GP, Inc., and Apartment Investment and Management Company.

Item 1. Security and Issuer.

     Item 1 is hereby amended and restated in its entirety as follows:

     This Statement relates to units of limited partnership interest (“Units”) in Springhill Lake Investors Limited Partnership, a Maryland limited partnership (the “Partnership”). The address of the Partnership’s principal executive offices is 55 Beattie Place, P.O. Box 1089, Greenville, SC 29602.

Item 2. Identity and Background.

     Item 2 is hereby amended and restated in its entirety as follows:

     (a) - (c), (f): This Statement is filed on behalf of AIMCO Properties, L.P., a Delaware limited partnership (“Aimco Properties”), AIMCO-GP, Inc., a Delaware corporation (“Aimco-GP”), and Apartment Investment and Management Company, a Maryland corporation (“Aimco”) (referred to herein collectively as the “Reporting Persons”). The principal business of the Reporting Persons is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal executive offices of the Reporting Persons are located at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237. Annex I to this Amendment, which is incorporated herein by reference, sets forth a list of the executive officers and directors of Aimco and Aimco-GP, their business address and information regarding their present principal occupation or employment.

     (d) - (e): During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Annex I to this Amendment (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds and Other Consideration.

     Item 3 is hereby supplemented by the addition of the following information:

     Approximately $15.3 million will be required to purchase all of the Units sought pursuant to the offer to purchase commenced by Aimco Properties on March 12, 2007. The Units to be acquired will be paid for by Aimco Properties from available cash balances or from borrowings in the ordinary course of business.

Item 4. Purpose of Transaction.

     Item 4 is hereby supplemented by the addition of the following information:

     On March 12, 2007, Aimco Properties commenced an offer to purchase any and all Units at a price of $121,912 in cash per Unit. The offer is currently scheduled to expire on April 9, 2007. The specific terms of the offer are set forth in the offer to purchase, filed as Exhibit 1 to the Schedule TO filed by Aimco Properties on March 12, 2007. Aimco Properties believes that its offer provides an opportunity to increase its ownership interest in the Partnership’s property while providing the Partnership’s investors with an opportunity to liquidate their current investment. Upon completion of the offer, the Partnership will terminate registration of the Units under the Securities Exchange Act of 1934, as amended.

Page 6 of 11 Pages

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety as follows:

     (a) - (b): Aimco directly owns 241.15 Units and Aimco Properties directly owns 282.50 Units (an aggregate of 523.65 Units) representing 37.16% and 43.53% (an aggregate of 80.69%) of the outstanding Units, based on the 649 Units outstanding on March 12, 2007.

     Aimco-GP and Aimco may be deemed to beneficially own the Units directly owned by Aimco Properties by each of their relationship with Aimco Properties. Aimco-GP is the sole general partner of Aimco Properties (owning approximately 1% of the total equity interests). Aimco-GP is a wholly owned subsidiary of Aimco.

     Accordingly, for purposes of this Statement: (i) Aimco Properties is reporting that it shares the power to vote or direct the power to vote and the power to dispose or direct the disposition of the 282.50 Units directly owned by it; (ii) Aimco-GP is reporting that it shares the power to vote or direct the disposition of the 282.50 Units owned by Aimco Properties; and (iii) Aimco is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 282.50 Units directly owned by Aimco Properties and the 241.15 Units it directly owns.

     (c): Not applicable.

     (d): No other person is known to have the right to receive or the power to direct the receipt of distributions from, or any proceeds from the sale of, the Units beneficially owned by the Reporting Persons.

     (e): Not applicable.

     Aimco owns a controlling interest in Aimco Properties through its wholly-owned subsidiaries, AIMCO-LP, Inc., a Delaware corporation (“Aimco LP”), and Aimco-GP. Aimco-LP is a limited partner of Aimco Properties and Aimco-GP is the sole general partner of Aimco Properties.

Item 7. Material to be Filed as Exhibits.

Exhibit (a) Joint Filing Agreement, dated March 12, 2007, by and among Apartment Investment and Management Company, AIMCO-GP, Inc., and AIMCO Properties, L.P. (filed herewith).

Page 7 of 11 Pages

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

March 12, 2007
(Date)
AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.
	its General Partner
By:	/s/ Martha Long
	Martha Long
	Senior Vice President
AIMCO-GP, INC.
By:	/s/ Martha Long
	Martha Long
	Senior Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By:	/s/ Martha Long
	Martha Long
	Senior Vice President

Page 8 of 11 Pages

ANNEX I

OFFICERS AND DIRECTORS

Executive Officers

     The names and positions of the executive officers of Apartment Investment and Management Company (“Aimco”) and AIMCO-GP, Inc. (“Aimco-GP”) are set forth below. All of the executive officers of Aimco also serve as executive officers of Aimco-GP. Unless otherwise indicated, the business address of each executive officer is Aimco’s business address: 4582 South Ulster Parkway, Suite 1100, Denver, Colorado 80237. Each executive officer is a citizen of the United States of America.

Name & Business Address	Present Principal Occupation
Terry Considine	Chairman of the Board, Chief Executive Officer and President of Aimco
Jeffrey W. Adler	Executive Vice President — Conventional Property Operations of Aimco
Harry G. Alcock	Executive Vice President and Chief Investment Officer of Aimco
Timothy J. Beaudin	Executive Vice President and Chief Development Officer of Aimco
Miles Cortez	Executive Vice President, General Counsel and Secretary of Aimco
Patti K. Fielding	Executive Vice President — Securities and Debt, and Treasurer of Aimco
Lance J. Graber	Executive Vice President — Aimco Capital Transactions, East of Aimco
Thomas M. Herzog	Executive Vice President and Chief Financial Officer of Aimco
James G. Purvis	Executive Vice President — Human Resources of Aimco
David Robertson	Executive Vice President, President and Chief Executive Officer – Aimco Capital of Aimco
Robert Y. Walker, IV	Executive Vice President and Conventional Operations Chief Financial Officer of Aimco
Scott W. Fordham	Senior Vice President and Chief Accounting Officer of Aimco
Martha L. Long 55 Beattie Place P.O. Box 1089 Greenville, SC 29602	Senior Vice President – Partnership Transactions of Aimco

Page 9 of 11 Pages

Directors

     The name, business address and present principal occupation of each of the directors of Aimco are set forth below. The directors of Aimco-GP are Terry Considine and Thomas M. Herzog. Information relating to Mr. Herzog is set forth above. Each director is a citizen of the United States of America.

Name & Business Address	Present Principal Occupation
Terry Considine 4582 South Ulster Parkway, Suite 1100 Denver, Colorado 80237	Chairman of the Board, Chief Executive Officer and President of Aimco
James N. Bailey Cambridge Associates, Inc. 1 Winthrop Square, Suite 500 Boston, MA 02110	Senior Managing Director and Treasurer of Cambridge Associates, LLC, an investment consulting firm.
Richard S. Ellwood 12 Auldwood Lane Rumson, NJ 07660	Retired
J. Landis Martin 199 Broadway Suite 4300 Denver, CO 80202	Founder of Platte River Ventures LLC, a private equity firm.
Thomas L. Rhodes 215 Lexington Avenue 4th Floor New York, NY 10016	Chairman and President of National Review magazine.
Michael A. Stein 22021 20th Avenue SE Bothell, WA 98021	Senior Vice President and Chief Financial Officer of ICOS Corporation, a biotechnology company.

Page 10 of 11 Pages

EX-99.(A)

Exhibit (a)

JOINT FILING AGREEMENT

     The undersigned hereby agree that Amendment No. 12 to the Statement on Schedule 13D relating to units of limited partnership interest in Springhill Lake Limited Partnership, filed by the undersigned, and all further amendments to such Statement on Schedule 13D, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: March 12, 2007

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By:	/s/ Martha Long
	Martha Long
	Senior Vice President
AIMCO-GP, INC.
By:	/s/ Martha Long
	Martha Long
	Senior Vice President
AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.
	(General Partner)
By:	/s/ Martha Long
	Martha Long
	Senior Vice President