SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

      (Mark One)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
         1934

                   For the fiscal year ended December 31, 2002

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                   For the transition period from _________to _________

                         Commission file number 0-15675

                           DAVIDSON GROWTH PLUS, L.P.
                 (Name of small business issuer in its charter)

         Delaware                                               52-1462866
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

              Securities registered under Section 12(b) of the Exchange Act:

                                      None

              Securities registered under Section 12(g) of the Exchange Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $5,823,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

Davidson Growth Plus, L.P. (the  "Registrant"  or  "Partnership")  is a Delaware
limited  partnership  organized  in  May  1986.  The  general  partners  of  the
Registrant were Davidson Diversified  Properties,  Inc., a Tennessee corporation
("DDPI") and James T. Gunn  ("Individual  General Partner")  (collectively,  the
"General Partners").

On August 29, 1996, the Limited Partnership Agreement was amended to remove DDPI
as managing  general  partner  and admit  Davidson  Growth  Plus GP  Corporation
("Managing General Partner"),  an affiliate of DDPI, as managing general partner
in the place and stead of DDPI effective as of that date.  The Managing  General
Partner  is  an  affiliate  of  Apartment   Investment  and  Management  Company
("AIMCO"),  a publicly  traded real estate  investment  trust.  The  Partnership
Agreement  provides that the  Partnership  is to terminate on December 31, 2011,
unless terminated prior to such date.

The offering of the Registrant's  limited  partnership units ("Units") commenced
on August 13, 1986, and  terminated on March 30, 1988.  The Registrant  received
gross proceeds from the offering of  approximately  $28,376,000 and net proceeds
of approximately $25,254,000. Since its initial offering, the Registrant has not
received  nor  are  limited  partners   required  to  make  additional   capital
contributions.

The  Partnership's  primary business is to operate and hold existing real estate
properties for investment. All of the net proceeds of the offering were invested
in four properties,  of which three continue to be held by the Partnership.  See
"Item 2.  Description  of  Properties"  for a description  of the  Partnership's
remaining properties.

The Registrant  has no employees.  Management  and  administrative  services are
provided by the Managing  General Partner and by agents retained by the Managing
General Partner.  An affiliate of the Managing General Partner provides property
management services.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Registrant's  properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate  of the  Managing  General
Partner in such market area,  could have a material  effect on the rental market
for the  apartments  at the  Registrant's  properties  and the rents that may be
charged  for  such  apartments.  While  the  Managing  General  Partner  and its
affiliates  own and/or  control a significant  number of apartment  units in the
United  States,  such  units  represent  an  insignificant  percentage  of total
apartment  units in the United  States and  competition  for the  apartments  is
local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Managing   General  Partner   believes  that  the
Partnership's   properties  are   substantially   in  compliance   with  present
requirements,  the Partnership may incur  unanticipated  expenses to comply with
the ADA and the FHAA.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Properties

The following table sets forth the Partnership's investment in properties:

<TABLE>
<CAPTION>

                                  Date
Property                        Acquired          Type of Ownership           Use

<S>                               <C>       <C>                         <C>
Brighton Crest Apartments        Phase I    The Registrant holds an       Apartment
  Marietta, Georgia             09/25/87    82.5% interest in the joint   320 units
                                Phase II    venture which has fee
                                12/15/87    ownership subject to a first
                                            mortgage
The Fairway Apartments (1)      05/18/88    Fee ownership subject to a    Apartment
  Plano, Texas                              first mortgage                256 units
The Village Apartments          05/31/88    Fee ownership subject to a    Apartment
  Brandon, Florida                          first mortgage                112 units
</TABLE>

(1) Property is held by a Limited Partnership in which the Registrant owns a 99%
interest.

Schedule of Properties

Set forth below for each of the  Registrant's  properties is the gross  carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.

<TABLE>
<CAPTION>

                              Gross
                             Carrying   Accumulated                          Federal
Property                      Value    Depreciation     Rate     Method     Tax Basis
                                 (in thousands)                           (in thousands)

<S>                          <C>          <C>         <C>                    <C>
Brighton Crest Apartments    $14,000      $ 7,762     5-30 yrs    S/L        $ 8,602
The Fairway Apartments         7,405        3,306     5-30 yrs    S/L          5,085
The Village Apartments         5,160        2,721     5-30 yrs    S/L          3,413

                             $26,565      $13,789                            $17,100
</TABLE>

See  "Note A" of the  consolidated  financial  statements  included  in "Item 7.
Financial  Statements" for the  Partnership's  capitalization  and  depreciation
policies.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.

<TABLE>
<CAPTION>

                         Principal                                          Principal
                        Balance At                                           Balance
                       December 31,    Interest     Period     Maturity      Due At
Property                   2002          Rate     Amortized      Date     Maturity (1)
                      (in thousands)                                     (in thousands)
<S>                       <C>           <C>        <C>         <C>   <C>      <C>
Brighton Crest            $10,434       7.16%      20 years    02/01/22       $ --

The Fairway                 6,275       7.27%      20 years    01/01/21           --

The Village                 3,563       7.22%      20 years    02/01/22           --


Total                     $20,272                                             $ --
</TABLE>

(1)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the Registrant's ability to prepay the loans and other specific details
      about the loans.

On January 8, 2002, the  Partnership  refinanced the mortgages  encumbering  The
Village Apartments. The refinancing replaced the first mortgage of approximately
$1,766,000 and the second mortgage of approximately  $61,000 with a new mortgage
in the amount of $3,633,000.  The new mortgage carries a stated interest rate of
7.22% as compared to the 7.83% interest rate on the old  mortgages.  Payments on
the mortgage loan are due monthly until the loan matures on February 1, 2022, at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were  approximately  $228,000  during  the year ended  December  31,  2002.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $89,000  during the year ended December 31, 2002 due to the write
off of unamortized loan costs and debt discounts and prepayment  penalties paid.
In addition,  the Partnership was required to deposit approximately $82,000 in a
repair escrow account with the lender in order to complete  required  repairs at
the property.

On January 14,  2002,  the  Partnership  refinanced  the  mortgages  encumbering
Brighton  Crest  Apartments.  The  refinancing  replaced  the first  mortgage of
approximately  $5,743,000 and the second mortgage of approximately $199,000 with
a new mortgage in the amount of $10,640,000.  The new mortgage  carries a stated
interest  rate of  7.16%  as  compared  to the  7.83%  interest  rate on the old
mortgages.  Payments on the mortgage loan are due monthly until the loan matures
on February 1, 2022, at which time it is scheduled to be fully amortized.  Total
capitalized  loan  costs  were  approximately  $435,000  during  the year  ended
December 31, 2002. The Partnership  recognized a loss on early extinguishment of
debt of  approximately  $309,000  during the year ended December 31, 2002 due to
the  write-off  of  unamortized  loan costs and debt  discounts  and  prepayment
penalties paid.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2002 and 2001 for each property:

                                    Average Annual              Average
                                     Rental Rates              Occupancy
                                   (per unit)
 Property                          2002         2001        2002        2001

 Brighton Crest Apartments        $8,655       $8,940        92%        94%
 The Fairway Apartments            8,603        8,650        94%        97%
 The Village Apartments            9,286        9,379        96%        95%

The Managing General Partner attributes the decrease in occupancy at The Fairway
Apartments to poor market conditions and increased layoffs in Plano, TX.

As noted under "Item 1. Description of Business",  the Partnership's  properties
are subject to competition from similar  properties in the vicinity in which the
Partnership's properties are located. The Managing General Partner believes that
all of the  properties  are  adequately  insured.  Each property is an apartment
complex  which leases its units for lease terms of one year or less. No resident
leases 10% or more of the available  rental space.  All of the properties are in
good physical condition,  subject to normal depreciation and deterioration as is
typical for assets of this type and age.

Real Estate Taxes and Rates

Real estate taxes and rates in 2002 for each property were:

                                             2002               2002
                                             Taxes             Rates
                                 (in thousands)

          Brighton Crest Apartments          $195              2.99%
          The Fairway Apartments              276              2.50%
          The Village Apartments              111              2.28%

Capital Improvements

Brighton Crest Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$182,000 of capital improvements at the property,  consisting primarily of floor
covering and appliance  replacements,  plumbing  upgrades,  and wall  coverings.
These  improvements  were  funded  from  operating  cash  flow  and  Partnership
reserves.  The Partnership is currently evaluating the capital improvement needs
of  the  property  for  the  upcoming  year  and  currently  expects  to  budget
approximately $96,000. Additional improvements may be considered during 2003 and
will depend on the physical  condition  of the  property as well as  replacement
reserves and anticipated cash flow generated by the property.

Fairway Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$105,000 of capital improvements at the property,  consisting primarily of floor
covering,  water heater and air  conditioning  unit  replacements and structural
improvements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming  year and  currently  expects to budget  approximately
$97,000.  Additional  improvements may be considered during 2003 and will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

The Village Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$146,000 of capital improvements at the property,  consisting primarily of floor
covering and roof replacements, and structural improvements.  These improvements
were funded from operating cash flow and Partnership  reserves.  The Partnership
is currently  evaluating the capital  improvement  needs of the property for the
upcoming year and currently expects to budget approximately $34,000.  Additional
improvements  may be  considered  during  2003 and will  depend on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

The capital improvements  planned for 2003 at the Partnership's  properties will
be made only to the extent of cash  available from  operations  and  Partnership
reserves.  To the extent that such budgeted capital  improvements are completed,
the Partnership's  distributable cash flow, if any, may be adversely affected at
least in the short term.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of  settlement)  and up to $ 1 million toward the cost
of independent  appraisals of the Partnerships'  properties by a Court appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provides for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this  litigation.  If the  Court  grants  preliminary  approval  of the
proposed settlement in April, a notice will be distributed to partners providing
detail on the terms of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with the case will be
material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

Item 4.     Submission of Matters to a Vote of Security Holders

The unit  holders  of the  Partnership  did not vote on any  matters  during the
quarter ended December 31, 2002.



                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership, a publicly-held limited partnership, offered and sold 28,371.75
Limited Partnership Units (the "Units") aggregating $28,376,000.  As of December
31, 2002,  there were 1,434  holders of record  owning an aggregate of 28,371.75
Units.  Affiliates  of the Managing  General  Partner owned  16,296.25  Units or
57.44% at December 31, 2002.  No public  trading  market has  developed  for the
Units, and it is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2001 and 2002 (see "Item 6. Management's Discussion and
Analysis or Plan of Operation" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                 (in thousands)

       01/01/01 - 12/31/01              $1,738 (1)           $ 59.42
       01/01/02 - 12/31/02               5,573 (2)            190.54

(1)   Consists  of   approximately   $1,472,000  of  cash  from  operations  and
      approximately  $266,000  of cash  proceeds  from  the  refinancing  of the
      mortgage loan encumbering The Fairway Apartments in December 2000.

(2)   Consists  of   approximately   $788,000  of  cash  from   operations   and
      approximately  $4,785,000  of cash proceeds  from the  refinancing  of the
      mortgage loans  encumbering  The Village and Brighton Crest  Apartments in
      January 2002.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
required capital  improvements,  to permit any  distributions to its partners in
2003 or subsequent  periods.  See "Item 2.  Description of  Properties,  Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the properties.

In addition to its indirect  ownership of the managing  general partner interest
in the  Partnership,  AIMCO and its affiliates  currently own 16,296.25  limited
partnership  units in the  Partnership  representing  57.44% of the  outstanding
Units at December 31, 2002.  A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire additional Units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Managing General  Partner.  As a result of its ownership of
57.44% of the  outstanding  Units,  AIMCO is in a position  to control  all such
voting  decisions with respect to the Registrant.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Pursuant to the terms of the Partnership  Agreement,  there are  restrictions on
the ability of the Limited  Partners to transfer their units. In all cases,  the
General Partners must consent to any transfer.

Item 6.     Management's Discussion and Analysis or Plan of Operation

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

Results of Operations

The Partnership realized a net loss of approximately $655,000 for the year ended
December 31, 2002 compared to net income of approximately  $977,000 for the year
ended  December 31,  2001.  The decrease in net income was due to an increase in
total expenses,  a decrease in total revenues and  distributions to the minority
partner in excess of  investment  in 2002  partially  offset by an  increase  in
minority interest in losses of the joint venture.

The increase in total  expenses is due to increases in  depreciation,  interest,
and property tax expenses partially offset by decreases in operating and general
and administrative  expenses. In addition, total expense increased due to a loss
on early  extinguishment of debt related to the mortgage  refinances at Brighton
Crest and The Village  Apartments  in January 2002 (see  "Liquidity  and Capital
Resources"  for  further  discussion).  Depreciation  expense  increased  due to
capital improvements placed into service during the past twelve months which are
now being depreciated.  Interest expense increased due to the refinancing of the
mortgages at Brighton  Crest and The Village  Apartments in January 2002,  which
increased the debt balance at both  properties.  Property tax expense  increased
due to an  increase  in the  assessed  value at  Brighton  Crest and The Fairway
Apartments  and a refund for taxes paid in a prior year received  during 2001 at
The  Fairway  Apartments.  Operating  expenses  decreased  due to  decreases  in
maintenance expenses and, to a lesser extent, property expenses partially offset
by increased insurance expense and administrative expense.  Maintenance expenses
decreased at all of the Partnership's  properties primarily due to the increased
capitalization  of certain direct and indirect costs,  primarily payroll related
costs  (see  Item  7.  Financial  Statements,  Note A for  further  discussion).
Property expenses  decreased due to decreased utility expenses  primarily at The
Fairway  Apartments  and decreased  payroll and related  benefits at The Village
Apartments.  Insurance expense increased  primarily due to an increase in hazard
insurance premiums at The Fairway Apartments.  Administrative  expense increased
primarily due to an increase in professional  fees at Brighton Crest Apartments.
General and  administrative  expenses  decreased  primarily due to a decrease in
professional  fees and  reduced  costs of services  included  in the  management
reimbursements  to the Managing General Partner as allowed under the Partnership
Agreement. Also included in general and administrative expenses at both December
31,  2002  and  2001  are  costs   associated  with  the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

Total revenues  decreased due to a decrease in rental income partially offset by
an increase in other income. Rental income decreased primarily due to a decrease
in  average  rental  rates  at all of the  Partnership's  properties,  decreased
occupancy at Brighton  Crest and The Fairway  Apartments,  increased bad debt at
The Village and The Fairway  Apartments,  and increased  concessions at Brighton
Crest  Apartments  partially  offset by a decrease in concessions at The Fairway
and The Village  Apartments and increased  occupancy at The Village  Apartments.
Other income increased primarily due to increased utility  reimbursements at The
Fairway  Apartments  and  increased  lease  cancellation  fees  at  all  of  the
Partnership's  investment  properties partially offset by a decrease in interest
income at all of the Partnership's  investment  properties due to lower interest
rates on cash balances maintained in interest bearing accounts.

The  Partnership  owns an 82.5% general  partner  interest in the Sterling Crest
Joint Venture ("Joint Venture") which operates  Brighton Crest  Apartments.  The
Partnership  exercises  control  over the  activities  of the Joint  Venture  in
accordance  with  the  Joint  Venture  Agreement.  The  minority  partner  is an
affiliated  public  partnership.  The  Joint  Venture  incurred  a net  loss  of
approximately  $120,000 during the year ended December 31, 2002 due primarily to
the loss on early  extinguishment  of debt  related  to the  refinancing  of the
property in January  2002  (discussed  in  "Liquidity  and Capital  Resources").
Losses  allocated to the minority  partner for the year ended  December 31, 2002
were approximately  $21,000.  Distributions to the minority partner have reduced
the investment  balance to zero. When the Joint Venture makes  distributions  in
excess of the minority  partner's  investment  balance,  the  Partnership as the
majority  partner,  records  a charge  equal to the  minority  partner's  excess
distribution  over the  investment  balance,  even  though  there is no economic
impact,  cost  or  risk  to  the  Partnership.   The  charge  is  classified  as
distributions  to  minority  interest  partner  in excess of  investment  on the
accompanying consolidated statements of operations.  Losses are allocated to the
minority  interest partner to the extent they do not create a minority  deficit,
in which  case,  the  Partnership  recognizes  100% of the  losses in  operating
income. The increase in minority interest in loss from the Joint Venture for the
year  ended   December  31,  2002  was  primarily  due  to  the  loss  on  early
extinguishment of debt and increased interest expense related to the refinancing
of Brighton Crest in January 2002, and reduced rental rates and occupancy at the
Joint Venture property.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expense.  As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

The  Partnership  held cash and cash  equivalents of  approximately  $359,000 at
December 31, 2002, compared to approximately  $431,000 at December 31, 2001. The
decrease  in cash  and  cash  equivalents  of  approximately  $72,000  from  the
Partnership's  cash  balance  at  December  31,  2001,  is due to  approximately
$1,279,000 of cash used in financing  activities and  approximately  $456,000 of
cash used in investing  activities,  which was partially offset by approximately
$1,663,000  of cash  provided by  operating  activities.  Cash used in financing
activities  consisted of the  repayment of the  previous  mortgages  encumbering
Brighton  Crest  and  The  Village   Apartments,   distributions   to  partners,
distributions to the minority  interest  partner,  payments of principal made on
the mortgages encumbering the Partnership's  investment  properties,  loan costs
paid,  payment  of  prepayment  penalties  for  Brighton  Crest and The  Village
Apartments and repayment of advances from the Managing General Partner partially
offset by the  proceeds  from the debt  refinancing  of  Brighton  Crest and The
Village Apartments and advances from the Managing General Partner.  Cash used in
investing   activities   consisted   primarily  of  property   improvements  and
replacements and, to a lesser extent, net deposits to escrow accounts maintained
by the mortgage lenders. The Partnership invests its working capital reserves in
interest bearing accounts.

On January 8, 2002,  the  Partnership  refinanced the mortgage  encumbering  The
Village Apartments. The refinancing replaced the first mortgage of approximately
$1,766,000 and the second mortgage of approximately  $61,000 with a new mortgage
in the amount of $3,633,000.  The new mortgage carries a stated interest rate of
7.22% as compared to the 7.83%  interest rate on the old  mortgage.  Payments on
the mortgage loan are due monthly until the loan matures on February 1, 2022, at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were  approximately  $228,000  during  the year ended  December  31,  2002.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $89,000  during the year ended December 31, 2002 due to the write
off of unamortized loan costs and debt discounts and prepayment  penalties paid.
In addition,  the Partnership was required to deposit approximately $82,000 in a
repair escrow account with the lender in order to complete  required  repairs at
the property.

On January  14,  2002,  the  Partnership  refinanced  the  mortgage  encumbering
Brighton  Crest  Apartments.  The  refinancing  replaced  the first  mortgage of
approximately  $5,743,000 and the second mortgage of approximately $199,000 with
a new mortgage in the amount of $10,640,000.  The new mortgage  carries a stated
interest  rate of  7.16%  as  compared  to the  7.83%  interest  rate on the old
mortgage.  Payments on the mortgage  loan are due monthly until the loan matures
on February 1, 2022, at which time it is scheduled to be fully amortized.  Total
capitalized  loan  costs  were  approximately  $435,000  during  the year  ended
December 31, 2002. The Partnership  recognized a loss on early extinguishment of
debt of  approximately  $309,000  during the year ended December 31, 2002 due to
the  write-off  of  unamortized  loan costs and debt  discounts  and  prepayment
penalties paid.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the accompanying consolidated statement of operations for 2002 reflects the loss
on early  extinguishment of debt at Brighton Crest and The Village Apartments in
operations rather than as an extraordinary item.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state,  and local  legal and  regulatory  requirements.  The  Managing
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related to compliance, including increased legal and audit fees. The Partnership
is currently  evaluating the capital improvement needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be approximately
$227,000.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated  cash flow  generated  by the  properties.  The  additional  capital
expenditures  will be incurred only if cash is available from operations or from
Partnership  reserves. To the extent that such budgeted capital improvements are
completed,  the Partnership's  distributable cash flow, if any, may be adversely
affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness of approximately $20,272,000 is amortized over 20 years and matures
January 1, 2021 and February 1, 2022,  at which time the loans are  scheduled to
be fully amortized.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2011. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                          Year          Per Limited         Year           Per Limited
                          Ended         Partnership         Ended          Partnership
                    December 31, 2002      Unit       December 31, 2001       Unit

<S>                       <C>             <C>              <C>               <C>
Operations                $ 788           $ 26.93          $1,472            $50.33
Refinancing               4,785 (1)        163.61             266 (2)          9.09
                         $5,573           $190.54          $1,738            $59.42
</TABLE>

(1)   Distributions  from the  refinancing  of  Brighton  Crest and The  Village
      Apartments during 2002.

(2)   Distribution from remaining  refinancing proceeds of Fairway Apartments in
      2000.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
required capital  improvements,  to permit any  distributions to its partners in
2003 or subsequent periods.

Other

In addition to its indirect  ownership of the managing  general partner interest
in the  Partnership,  AIMCO and its affiliates  currently own 16,296.25  limited
partnership  units (the "Units") in the Partnership  representing  57.44% of the
outstanding  Units at December 31,  2002. A number of these Units were  acquired
pursuant to tender offers made by AIMCO or its  affiliates.  It is possible that
AIMCO or its affiliates  will acquire  additional  Units of limited  partnership
interest in the  Partnership  in exchange for cash or a combination  of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
which would include voting on certain  amendments to the  Partnership  Agreement
and voting to remove the Managing General Partner.  As a result of its ownership
of 57.44% of the outstanding  Units,  AIMCO is in a position to control all such
voting  decisions with respect to the Registrant.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the consolidated  financial  statements in "Item 7. Financial  Statements".  The
Managing  General  Partner  believes that the  consistent  application  of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial condition. The preparation of consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires the Partnership to make estimates and assumptions.  These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial  statements  as well as reported  amounts of revenues and expenses
during the reporting  period.  Actual results could differ from these estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting policies in many areas. The Partnership  believes that
of its  significant  accounting  policies,  the  following  may involve a higher
degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the  Partnership  fully  reserves all  balances  outstanding  over 30 days.  The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Item 7.     Financial Statements

DAVIDSON GROWTH PLUS, L.P.

LIST OF CONSOLIDATED FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

      Consolidated Statements of Operations - Years ended December 31, 2002 and
        2001

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 2002 and 2001

      Consolidated  Statements of Cash Flows - Years ended December 31, 2002 and
        2001

      Notes to Consolidated Financial Statements

                    Report of Ernst & Young LLP, Independent Auditors



The Partners
Davidson Growth Plus, L.P.


We have audited the accompanying  consolidated  balance sheet of Davidson Growth
Plus, L.P. as of December 31, 2002, and the related  consolidated  statements of
operations,  changes in partners' (deficit) capital,  and cash flows for each of
the two years in the period ended December 31, 2002. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Davidson Growth
Plus, L.P. at December 31, 2002, and the consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2002, in conformity with accounting  principles generally accepted in the United
States.

As discussed in Note A to the  consolidated  financial  statements,  in 2002 the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  145,
"Rescission of FASB Statements No. 4, 44 and 64."

                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 14, 2003


                           DAVIDSON GROWTH PLUS, L.P.

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 359
   Receivables and deposits                                                     102
   Restricted escrows                                                           202
   Other assets                                                                 795
   Investment properties (Notes B and E):
       Land                                                  $ 4,650
       Buildings and related personal property                 21,915
                                                               26,565
       Less accumulated depreciation                          (13,789)       12,776
                                                                           $ 14,234
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 51
   Tenant security deposit liabilities                                           89
   Accrued property taxes                                                       276
   Other liabilities                                                            226
   Mortgage notes payable (Note B)                                           20,272

Partners' Deficit
   General partners                                          $ (1,018)
   Limited partners (28,371.75 units issued and
      outstanding)                                             (5,662)       (6,680)
                                                                           $ 14,234

              See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                           DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (in thousands, except per unit data)

                                                          Years Ended
                                                         December 31,
                                                     2002            2001

 Revenues:
   Rental income                                    $ 5,351        $ 5,623
   Other income                                         472            446
       Total revenues                                 5,823          6,069

 Expenses:
   Operating                                          1,932          2,029
   General and administrative                           248            281
   Depreciation                                       1,024            992
   Interest                                           1,511          1,162
   Property taxes                                       583            520
   Loss on early extinguishment
     of debt (Note B)                                   398             --
       Total expenses                                 5,696          4,984

 Operating income                                       127          1,085
 Distributions to minority
   interest partner in excess
   of investment (Note F)                              (803)            --
 Minority interest in net
   loss (income) of joint venture (Note F)               21           (108)

 Net (loss) income (Note C)                         $ (655)         $ 977

 Net (loss) income allocated to
   general partners (3%)                            $ (20)           $ 29
 Net (loss) income allocated to
   limited partners (97%)                              (635)           948

                                                    $ (655)         $ 977

 Net (loss) income per limited
   partnership unit                                $ (22.38)       $ 33.41

 Distributions per limited
   partnership unit                                 $190.54        $ 59.42

              See Accompanying Notes to Consolidated Financial Statements


                           DAVIDSON GROWTH PLUS, L.P.

            CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                        (in thousands, except unit data)
<TABLE>
<CAPTION>



                                        Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

<S>                                     <C>             <C>       <C>        <C>
Original capital contributions          28,371.75       $ 1       $28,376    $28,377

Partners' (deficit) capital at
  December 31, 2000                     28,371.75      $ (808)    $ 1,117     $ 309

Distributions to partners                     --          (52)     (1,686)    (1,738)

Net income for the year ended
  December 31, 2001                           --           29         948        977

Partners' (deficit) capital at
  December 31, 2001                     28,371.75        (831)        379       (452)

Distributions to partners                     --         (167)     (5,406)    (5,573)

Net loss for the year ended
  December 31, 2002                           --          (20)       (635)      (655)

Partners' deficit at
  December 31, 2002                     28,371.75     $(1,018)    $(5,662)   $(6,680)

              See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                           DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                      Years Ended
                                                                      December 31,
                                                                      2002      2001
Cash flows from operating activities:
<S>                                                                <C>          <C>
  Net (loss) income                                                $ (655)      $ 977
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                   1,024          992
     Casualty gain                                                     --          (22)
     Distributions to minority interest partner in excess of
      Investment                                                      803           --
     Amortization of discounts and loan costs                          42           67
     Loss on early extinguishment of debt                             398           --
     Minority interest in net (loss) income of joint venture          (21)         108
     Change in accounts:
      Receivables and deposits                                        167          166
      Other assets                                                     47          (47)
      Accounts payable                                                (94)          29
      Tenant security deposit liabilities                              (7)         (10)
      Accrued property taxes                                            7           16
      Other liabilities                                               (48)          80
         Net cash provided by operating activities                  1,663        2,356

Cash flows from investing activities:
  Property improvements and replacements                             (433)        (502)
  Net deposits to restricted escrows                                  (23)          (3)
  Insurance proceeds received                                          --           32
         Net cash used in investing activities                       (456)        (473)

Cash flows from financing activities:
  Payments on mortgage notes payable                                 (438)        (282)
  Repayment of mortgage notes payable                              (7,769)          --
  Proceeds from mortgage notes payable                             14,273           --
  Loan costs paid                                                    (663)         (15)
  Prepayment penalty                                                 (293)          --
  Advances from affiliate                                             162           --
  Repayment of advances from affiliate                               (162)          --
  Distribution to partners                                         (5,573)      (1,738)
  Distributions to minority interest partner                         (816)        (178)
         Net cash used in financing activities                     (1,279)      (2,213)

Net decrease in cash and cash equivalents                             (72)        (330)
Cash and cash equivalents at beginning of year                        431          761
Cash and cash equivalents at end of year                           $ 359        $ 431

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,417      $ 1,048

              See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                           DAVIDSON GROWTH PLUS, L.P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002


Note A - Organization and Significant Accounting Policies

Organization

Davidson Growth Plus, L.P. (the  "Partnership" or  "Registrant"),  is a Delaware
limited  partnership  organized  in May 1986 to acquire and operate  residential
real estate  properties.  Davidson  Growth Plus GP Corporation  ("DGPGP") is the
managing  general partner  ("Managing  General  Partner").  The Managing General
Partner  is  an  affiliate  of  Apartment   Investment  and  Management  Company
("AIMCO"),  a publicly  traded real estate  investment  trust.  The  Partnership
Agreement  provides that the  Partnership  is to terminate on December 31, 2011,
unless  terminated prior to such date. The Partnership  commenced  operations on
August 13, 1986, and completed its  acquisition  of apartment  properties in May
1988. The Partnership operates three residential properties, one each located in
Marietta, Georgia; Plano, Texas and Brandon, Florida.

Principles of Consolidation

The consolidated financial statements of the Partnership include its 99% limited
partnership  interest in The New Fairways,  LP and its 82.5% general partnership
interest in Sterling  Crest Joint  Venture  ("Sterling  Crest")  which  operates
Brighton  Crest  Apartments.  Because  the  Partnership  may remove the  general
partner of The New  Fairway,  L.P.  and has a  controlling  interest in Sterling
Crest, the partnerships are controlled and consolidated by the Partnership.  All
significant inter-entity balances have been eliminated.

Allocations to Partners

Net income (including that arising from the occurrence of sales or dispositions)
and losses of the Partnership and taxable income (loss) are allocated 97% to the
limited partners and 3% to the general partners. Distributions of available cash
from  operations  are  allocated  among the  limited  partners  and the  general
partners in accordance with the limited partnership agreement.

Depreciation

Depreciation is provided by the straight-line method over the estimated lives of
the rental  properties  and related  personal  property.  For Federal income tax
purposes, the accelerated cost recovery method is used for real property over 18
years for additions  after March 15, 1984,  and before May 9, 1985, and 19 years
for additions  after May 8, 1985, and before January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
additions over 27 1/2 years, and (2) personal property additions over 5 years.

Investment Properties

Investment  properties  consist of three  apartment  complexes and are stated at
cost. Acquisition fees are capitalized as a cost of real estate. Expenditures in
excess of $250 that  maintain an existing  asset which has a useful life of more
than  one  year  are  capitalized  as  capital   replacement   expenditures  and
depreciated  over the  estimated  useful  life of the  asset.  Expenditures  for
ordinary  repairs,  maintenance  and  apartment  turnover  costs are expensed as
incurred.  In  accordance  with  Statement  of  Financial  Accounting  Standards
("SFAS")  No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets ", the Partnership records impairment losses on long-lived assets used in
operations  when  events and  circumstances  indicate  that the assets  might be
impaired  and the  undiscounted  cash flows  estimated  to be generated by those
assets are less than the carrying  amounts of those assets.  For the years ended
December  31,  2002 and  2001,  no  adjustments  for  impairment  of value  were
necessary.

During 2001, AIMCO, an affiliate of the Managing General Partner, commissioned a
project to study process improvement ideas to reduce operating costs. The result
of  the  study  led to a  re-engineering  of  business  processes  and  eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased capitalization of such costs by approximately $92,000 in 2002 compared
to 2001.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $306,000 at  December  31, 2002 that are
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Tenant Security Deposits

The Partnership  requires security deposits from lessees for the duration of the
lease and such deposits are included in cash and cash equivalents.  Deposits are
refunded  when the tenant  vacates,  provided  the tenant has not damaged  their
space and is current on rental payments.

Restricted Escrows

      Repair Escrow:  At the time of the refinancing of The Village  Apartments,
      the Partnership was required to establish a repair escrow of approximately
      $82,000  with the  lender  in  order to  complete  listed  repairs  at the
      property. The balance in the repair escrow account at December 31, 2002 is
      approximately $85,000.

      Replacement  Reserve: A general reserve account was established in 2002 at
      Brighton   Crest  and  The  Village   Apartments  as  a  result  of  their
      refinancing.  These funds were established to cover necessary  repairs and
      replacements  of existing  improvements.  The reserve  account  balance at
      December 31, 2002 is approximately $117,000.

Advertising

The  Partnership  expenses the costs of  advertising  as  incurred.  Advertising
expense, included in operating expenses, was approximately $122,000 and $125,000
for the years ended December 31, 2002 and 2001, respectively.

Fair Value of Financial Instruments

SFAS No.  107,  "Disclosures  about Fair  Value of  Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes that the carrying  amounts of its
financial  instruments (except for long term debt) approximate their fair values
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's  long term debt, after  discounting the scheduled loan payments to
maturity, approximates its carrying balance.

Leases

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases and fully reserves all
balances  outstanding  over 30 days.  In addition,  it is the  Managing  General
Partner's  policy  to offer  rental  concessions  during  periods  of  declining
occupancy or in response to heavy  competition  from other similar  complexes in
the area. Concessions are charged against rental income as incurred.

Loan Costs

Loan  costs  of  approximately  $800,000,   less  accumulated   amortization  of
approximately  $49,000,  are  included in other  assets and are being  amortized
using  the  straight-line  method  over  the  life  of the  loans.  The  related
amortization  expense of approximately  $40,000 is included in interest expense.
Amortization expense is expected to be approximately  $44,000 for the year 2003,
approximately  $43,000 for the years 2004 through 2006 and approximately $42,000
for the year 2007.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports. It also established standards for related
disclosures about products and services,  geographic areas, and major customers.
As defined in SFAS No. 131, the Partnership has only one reportable segment.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
provides  accounting  guidance for  financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years  beginning
after December 15, 2001. The Partnership  adopted SFAS 144 effective  January 1,
2002. Its adoption did not have a material  effect on the financial  position or
results of operations of the Partnership.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the accompanying consolidated statements of operations reflect the loss on early
extinguishment  of  debt  at  Brighton  Crest  and  The  Village  Apartments  in
operations rather than as an extraordinary item.

Note B - Mortgage Notes Payable

<TABLE>
<CAPTION>

                       Principal        Monthly                               Principal
                      Balance At        Payment        Stated                  Balance
                     December 31,      Including      Interest   Maturity      Due At
Property                 2002           Interest        Rate       Date       Maturity
                              (in thousands)                               (in thousands)
Brighton Crest
<S>            <C>      <C>              <C>            <C>      <C>   <C>      <C>
  Apartments   (1)      $10,434          $ 84           7.16%    02/01/22       $ --
The Fairway
  Apartments              6,275            52           7.27%    01/01/21           --
The Village
  Apartments   (1)        3,563            29           7.22%    02/01/22           --

Totals                  $20,272          $165                                   $ --
</TABLE>

The mortgage notes payable are  non-recourse  and are secured by a pledge of the
respective  apartment properties and by a pledge of revenues from the respective
apartment properties.  The notes require prepayment penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.

On January 8, 2002,  the  Partnership  refinanced the mortgage  encumbering  The
Village Apartments. The refinancing replaced the first mortgage of approximately
$1,766,000 and the second mortgage of approximately  $61,000 with a new mortgage
in the amount of $3,633,000.  The new mortgage carries a stated interest rate of
7.22% as compared to the 7.83%  interest rate on the old  mortgage.  Payments on
the mortgage loan are due monthly until the loan matures on February 1, 2022, at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were  approximately  $228,000  during  the year ended  December  31,  2002.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $89,000  during the year ended December 31, 2002 due to the write
off of unamortized loan costs and debt discounts and prepayment  penalties paid.
In addition,  the Partnership was required to deposit approximately $82,000 in a
repair escrow account with the lender in order to complete  required  repairs at
the property.

On January  14,  2002,  the  Partnership  refinanced  the  mortgage  encumbering
Brighton  Crest  Apartments.  The  refinancing  replaced  the first  mortgage of
approximately  $5,743,000 and the second mortgage of approximately $199,000 with
a new mortgage in the amount of $10,640,000.  The new mortgage  carries a stated
interest  rate of  7.16%  as  compared  to the  7.83%  interest  rate on the old
mortgage.  Payments on the mortgage  loan are due monthly until the loan matures
on February 1, 2022, at which time it is scheduled to be fully amortized.  Total
capitalized  loan  costs  were  approximately  $435,000  during  the year  ended
December 31, 2002. The Partnership  recognized a loss on early extinguishment of
debt of  approximately  $309,000  during the year ended December 31, 2002 due to
the  write-off  of  unamortized  loan costs and debt  discounts  and  prepayment
penalties paid.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2002, are as follows (in thousands):

                                2003                 $ 527
                                2004                    566
                                2005                    609
                                2006                    654
                                2007                    703
                             Thereafter              17,213
                                                    $20,272

Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
is  to  be  classified  as  a  partnership  for  Federal  income  tax  purposes.
Accordingly, no provision for income taxes is made in the consolidated financial
statements of the  Partnership.  Taxable  income or loss of the  Partnership  is
reported in the income tax returns of its partners.

The  following is a  reconciliation  of reported  net (loss)  income and Federal
taxable income (dollar amounts in thousands, except per unit data):


                                                 2002        2001
       Net (loss) income as reported           $ (655)      $ 977
       Add (deduct):
       Depreciation differences                    (21)        (69)
       Unearned income                             (26)         11
       Minority interest                           (34)        108
       Distribution                                816          --
       Other                                        37         146

       Federal taxable income                   $ 117      $ 1,173

       Federal taxable income per
         limited partnership unit               $ 4.00     $ 36.67


The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):

Net liabilities as reported                     $(6,680)
Land and buildings                                5,651
Accumulated depreciation                            498
Syndication and distribution costs                3,766
Other                                               344
Net assets - Federal tax basis                  $ 3,579


Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  Affiliates  of the Managing  General  Partner  provide
property  management  and asset  management  services  to the  Partnership.  The
Partnership  Agreement  provides for (i) payments to affiliates for services and
(ii)  reimbursement of certain expenses  incurred by affiliates on behalf of the
Partnership.

During the years ended  December 31, 2002 and 2001,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $296,000 and
$308,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $160,000 and
$350,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included  in general  and  administrative  expense  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an affiliate of the Managing General Partner of approximately $9,000
and $194,000 for the years ended December 31, 2002 and 2001,  respectively.  The
fees  are  calculated  based  on a  percentage  of  current  year  additions  to
investment properties.

The Partnership Agreement provides for the Managing General Partner to receive a
fee for managing the affairs of the Partnership.  The fee is 2% of adjusted cash
from  operations,  as  defined  in the  Partnership  Agreement.  Payment of this
management fee is  subordinated  and is payable only after the  Partnership  has
distributed,  to the limited partners, adjusted cash from operations in any year
equal to 10% of the limited partners adjusted invested capital as defined in the
Partnership  Agreement  or upon  the  refinance  or sale  of a  property  in the
Partnership.  Partnership management fees were approximately $30,000 and $29,000
for the years ended December 31, 2002 and 2001, respectively,  which is included
in general and administrative expenses. Subordinated Partnership management fees
of approximately  $31,000 were paid with the distribution of refinance  proceeds
from the  refinancing  of Brighton Crest and The Village  Apartments  during the
year ended  December  31,  2002.  Unpaid and  accrued  subordinated  Partnership
management fees at December 31, 2002 are approximately  $27,000 and are included
in other liabilities on the consolidated balance sheet.

In addition to reimbursement for services to affiliates, the Partnership paid an
affiliate of the Managing  General Partner  approximately  $8,000 for loan costs
related  to the  refinancing  of The  Village  Apartments  during the year ended
December 31, 2002. These costs were capitalized and are included in other assets
on the consolidated balance sheet.

During the year ended December 31, 2002, the Managing  General Partner  advanced
the  Partnership  funds to cover  operational  expenses  totaling  approximately
$162,000 which were repaid by the Partnership  prior to December 31, 2002. As of
December  31,  2002,  there were no  outstanding  advances  due to the  Managing
General  Partner.  There were no advances by the Managing General Partner during
the year ended December 31, 2001. Interest is charged at prime plus 1%. Interest
expense on these advances was  approximately  $1,000 for the year ended December
31, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Managing General Partner.  During the years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $88,000 and $56,000, respectively, for insurance coverage and fees
associated with policy claims administration.

In addition to its indirect  ownership of the managing  general partner interest
in the  Partnership,  AIMCO and its affiliates  currently own 16,296.25  limited
partnership  units (the "Units") in the Partnership  representing  57.44% of the
outstanding  Units at December 31,  2002. A number of these Units were  acquired
pursuant to tender offers made by AIMCO or its  affiliates.  It is possible that
AIMCO or its affiliates  will acquire  additional  Units of limited  partnership
interest in the  Partnership  in exchange for cash or a combination  of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
which would include voting on certain  amendments to the  Partnership  Agreement
and voting to remove the Managing General Partner.  As a result of its ownership
of 57.44% of the outstanding  Units,  AIMCO is in a position to control all such
voting  decisions with respect to the Registrant.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Note E - Investment Properties and Accumulated Depreciation


                                               Initial Cost
                                              To Partnership
                                              (in thousands)
<TABLE>
<CAPTION>

                                                      Buildings            Costs
                                                     and Related   (Removed) Capitalized
                                                      Personal         Subsequent to
Description               Encumbrances      Land      Property          Acquisition
                         (in thousands)                               (in thousands)
Brighton Crest
<S>                         <C>           <C>          <C>                <C>
  Apartments                $10,434       $ 2,619      $13,122            $(1,741)
The Fairway
  Apartments                  6,275         2,560        3,883                962
The Village
  Apartments                  3,563           615        3,799                746

        Totals              $20,272       $ 5,794      $20,804             $ (33)
</TABLE>


                Gross Amount At Which
                       Carried
                At December 31, 2002
                   (in thousands)

<TABLE>
<CAPTION>

                       Buildings
                      And Related
                       Personal            Accumulated     Date of      Date   Depreciable
Description    Land    Property    Total   Depreciation  Construction Acquired  Life-Years
                                          (in thousands)
Brighton
<S>          <C>        <C>       <C>        <C>             <C>       <C>         <C>
  Crest      $ 1,911    $12,089   $14,000    $ 7,762         1987      09/87       5-30
The Fairway    2,213      5,192     7,405      3,306         1979      05/88       5-30
The Village      526      4,634     5,160      2,721         1986      05/88       5-30

   Totals    $ 4,650    $21,915   $26,565    $13,789
</TABLE>

Reconciliation of "investment properties and accumulated depreciation":

                                              Years Ended December 31,
                                                 2002          2001
                                                   (in thousands)
Investment Properties
Balance at beginning of year                    $26,132       $25,653
  Property improvements                             433           502
  Disposals of property                              --           (23)
Balance at end of year                          $26,565       $26,132

Accumulated Depreciation
Balance at beginning of year                    $12,765       $11,786
  Additions charged to expense                    1,024           992
  Disposals of property                              --           (13)
Balance at end of year                          $13,789       $12,765

The aggregate  cost of investment  properties for Federal income tax purposes at
December  31,  2002 and 2001,  is  approximately  $29,065,000  and  $28,664,000,
respectively.  Total accumulated depreciation for Federal income tax purposes at
December  31,  2002 and 2001,  is  approximately  $11,965,000  and  $11,019,000,
respectively.

Note F - Minority Interest in Joint Venture

The  Partnership  owns an 82.5% general  partner  interest in the Sterling Crest
Joint Venture ("Joint Venture") which operates  Brighton Crest  Apartments.  The
Partnership  exercises  control  over the  activities  of the Joint  Venture  in
accordance  with  the  Joint  Venture  Agreement.  The  minority  partner  is an
affiliated  public  partnership.  The  Joint  Venture  incurred  a net  loss  of
approximately  $120,000 during the year ended December 31, 2002 due primarily to
the loss on early  extinguishment  of debt  related  to the  refinancing  of the
property  in January  2002 (see "Note B").  The Joint  Venture had net income of
approximately $700,000 for the year ended December 31, 2001. Losses allocated to
the minority  partner for the year ended  December  31, 2002 were  approximately
$21,000.  Distributions  to the minority  partner  have  reduced the  investment
balance to zero.  When the Joint  Venture makes  distributions  in excess of the
minority partner's  investment balance, the Partnership as the majority partner,
records a charge equal to the minority  partner's excess  distribution  over the
investment balance, even though there is no economic impact, cost or risk to the
Partnership.  The charge is classified  as  distributions  to minority  interest
partner in excess of investment on the accompanying  consolidated  statements of
operations.  Losses are allocated to the minority interest partner to the extent
they do not create a minority deficit, in which case, the Partnership recognizes
100% of the losses in operating income.

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of  settlement)  and up to $ 1 million toward the cost
of independent  appraisals of the Partnerships'  properties by a Court appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provides for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this  litigation.  If the  Court  grants  preliminary  approval  of the
proposed settlement in April, a notice will be distributed to partners providing
detail on the terms of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with the case will be
material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
     Financial Disclosures

            None.


                                    PART III

Item 9.     Directors and Executive Officers of the Registrant

Davidson Growth Plus, LP (the "Registrant" or the  "Partnership")  does not have
any directors or officers.  Davidson Growth Plus GP Corporation  ("DGPGP" or the
"Managing  General  Partner"),  is responsible for the management and control of
substantially all of the Partnership's operations and has general responsibility
and ultimate authority in all matters affecting the Partnership's business.

The present executive  officers and director of the Managing General Partner are
listed below.

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting

Patrick J. Foye has been  Executive  Vice President and Director of the Managing
General  Partner  since October 1, 1998.  Mr. Foye has served as Executive  Vice
President  of AIMCO  since  May 1998,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Managing General Partner since April 1, 2002. Mr. McAuliffe has served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the Managing  General  Partner  since April 1, 2002.  Mr.  Novosel has served as
Senior Vice  President and Chief  Accounting  Officer of AIMCO since April 2000.
From October 1993 until he joined  AIMCO,  Mr.  Novosel was a partner at Ernst &
Young LLP, where he served as the director of real estate advisory  services for
the  southern  Ohio  Valley  area  offices  but did not work on any  assignments
related to AIMCO or the Partnership.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The executive  officers and director of the Managing General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Managing General Partner.  Management has the
primary
responsibility for the financial  statements and the reporting process including
the systems of internal controls. In fulfilling its oversight  responsibilities,
the executive officers and director of the Managing General Partner reviewed the
audited  financial  statements  with  management  including a discussion  of the
quality,  not  just  the  acceptability,   of  the  accounting  principles,  the
reasonableness of significant  judgments,  and the clarity of disclosures in the
financial statements.

The executive  officers and director of the Managing  General  Partner  reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited financial statements with accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Managing  General  Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 for filing  with the  Securities  and  Exchange
Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002 were  audit  services  of  approximately  $42,000  and  non-audit  services
(principally tax-related) of approximately $20,000.

Item 10.    Executive Compensation

Neither  the  director  nor the  officers  received  any  remuneration  from the
Registrant for the year ended December 31, 2002.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding limited partnership
units of the  Registrant  owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive  control over more than 5% of
the Registrant's  limited partnership units, by each of the directors and by all
directors and executive  officers of the Managing  General Partner as a group as
of December 31, 2002.

     Entity                            Number of Units      Percentage

     Insignia Properties, LP               2,482.83            8.75%
       (an affiliate of AIMCO)
     Cooper River Properties, LLC          3,937.00           13.88%
       (an affiliate of AIMCO)
     AIMCO Properties, LP                  9,876.42           34.81%
       (an affiliate of AIMCO)

Cooper  River  Properties,  LLC  and  Insignia  Properties,  LP  are  indirectly
ultimately  owned  by  AIMCO.  Their  business  address  is  55  Beattie  Place,
Greenville, South Carolina 29602.

AIMCO Properties,  LP is indirectly ultimately controlled by AIMCO. Its business
address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

As of December 31, 2002, no director or officer of the Managing  General Partner
owns,  nor do the  directors  or  officers  as a whole  own more  than 1% of the
Registrant's  Units.  No such  director  or  officer  had any  right to  acquire
beneficial ownership of additional Units of the Registrant.

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  Affiliates  of the Managing  General  Partner  provide
property  management  and asset  management  services  to the  Partnership.  The
Partnership  Agreement  provides for (i) payments to affiliates for services and
(ii)  reimbursement of certain expenses  incurred by affiliates on behalf of the
Partnership.

During the years ended  December 31, 2002 and 2001,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $296,000 and
$308,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $160,000 and
$350,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included  in general  and  administrative  expense  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an affiliate of the Managing General Partner of approximately $9,000
and $194,000 for the years ended December 31, 2002 and 2001,  respectively.  The
fees  are  calculated  based  on a  percentage  of  current  year  additions  to
investment properties.

The Partnership Agreement provides for the Managing General Partner to receive a
fee for managing the affairs of the Partnership.  The fee is 2% of adjusted cash
from  operations,  as  defined  in the  Partnership  Agreement.  Payment of this
management fee is  subordinated  and is payable only after the  Partnership  has
distributed,  to the limited partners, adjusted cash from operations in any year
equal to 10% of the limited partners adjusted invested capital as defined in the
Partnership  Agreement  or upon  the  refinance  or sale  of a  property  in the
Partnership.  Partnership management fees were approximately $30,000 and $29,000
for the years ended December 31, 2002 and 2001, respectively,  which is included
in general and administrative expenses. Subordinated Partnership management fees
of approximately  $31,000 were paid with the distribution of refinance  proceeds
from the  refinancing  of Brighton Crest and The Village  Apartments  during the
year ended  December  31,  2002.  Unpaid and  accrued  subordinated  Partnership
management fees at December 31, 2002 are approximately  $27,000 and are included
in other liabilities on the consolidated balance sheet.

In addition to reimbursement for services to affiliates, the Partnership paid an
affiliate of the Managing  General Partner  approximately  $8,000 for loan costs
related  to the  refinancing  of The  Village  Apartments  during the year ended
December 31, 2002. These costs were capitalized and are included in other assets
on the consolidated balance sheet.

During the year ended December 31, 2002, the Managing  General Partner  advanced
the  Partnership  funds to cover  operational  expenses  totaling  approximately
$162,000 which were repaid by the Partnership  prior to December 31, 2002. As of
December  31,  2002,  there were no  outstanding  advances  due to the  Managing
General  Partner.  There were no advances by the Managing General Partner during
the year ended December 31, 2001. Interest is charged at prime plus 1%. Interest
expense on these advances was  approximately  $1,000 for the year ended December
31, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Managing General Partner.  During the years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $88,000 and $56,000, respectively, for insurance coverage and fees
associated with policy claims administration.

In addition to its indirect  ownership of the managing  general partner interest
in the  Partnership,  AIMCO and its affiliates  currently own 16,296.25  limited
partnership  units (the "Units") in the Partnership  representing  57.44% of the
outstanding  Units at December 31,  2002. A number of these Units were  acquired
pursuant to tender offers made by AIMCO or its  affiliates.  It is possible that
AIMCO or its affiliates  will acquire  additional  Units of limited  partnership
interest in the  Partnership  in exchange for cash or a combination  of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
which would include voting on certain  amendments to the  Partnership  Agreement
and voting to remove the Managing General Partner.  As a result of its ownership
of 57.44% of the outstanding  Units,  AIMCO is in a position to control all such
voting  decisions with respect to the Registrant.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Managing  General  Partner to AIMCO, as its
sole stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits

            See Exhibit Index attached.

      (b) Reports on Form 8-K:

            None filed during the quarter ended December 31, 2002.

Item 14.    Controls and Procedures

The principal  executive officer and principal financial officer of the Managing
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.


                                   SIGNATURES



In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    DAVIDSON GROWTH PLUS, L.P.


                                    By:   Davidson Growth Plus G.P. Corporation
                                          Managing General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                              Date: March 31, 2003


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
date indicated.


/s/Patrick J. Foye      Executive Vice President      Date: March 31, 2003
Patrick J. Foye         and Director

/s/Thomas C. Novosel    Senior Vice President         Date: March 31, 2003
Thomas C. Novosel       and Chief Accounting Officer

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed  this annual  report on Form 10-KSB of Davidson  Growth Plus,
L.P.;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 31, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive Vice President of Davidson  Growth
                                    Plus G.P. Corporation,  equivalent   of  the
                                    chief executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed  this annual  report on Form 10-KSB of Davidson  Growth Plus,
L.P.;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 31, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of Davidson Growth Plus G.P.
                                    Corporation, equivalent of the chief
                                    financial officer of the Partnership

                                  EXHIBIT INDEX


Exhibit

2    Agreement  and Plan of Merger dated  October 1, 1999,  by and between AIMCO
     and IPT is  incorporated  by  reference  to  Exhibit  2.1  filed  with  the
     Registrant's Current Report on Form 8-K dated October 16, 1998.

3    Agreement of Limited  Partnership is incorporated by reference to Exhibit A
     to the Prospectus of the Registrant  dated April 13, 1986 as filed with the
     Commission pursuant to Rule 424(b) under the Act.

   3A             Amendments to the Partnership  Agreement dated August 20, 1986
                  and January 1, 1987 are  incorporated  by reference to Exhibit
                  3A to the  Registrant's  Annual  Report  on Form  10-K for the
                  fiscal year ended December 31, 1987.

4    Certificate of Limited  Partnership  dated May 20, 1986 is  incorporated by
     reference to Exhibit 4 to the Registrant's  Registration  Statement on Form
     S-11 dated June 23, 1986.

10A  Escrow Agreement dated August 13, 1986 by and among the Registrant, Freeman
     Diversified Properties, Inc., Freeman Investments,  Inc. and First American
     Trust  Company,  N.A. is  incorporated  by  reference to Exhibit 10A to the
     Registrant's  Annual Report on Form 10-K for the fiscal year ended December
     31, 1987.

  10B             Underwriting  Agreement  dated  August 13,  1986  between  the
                  Registrant and Freeman  Investments,  Inc. is  incorporated by
                  reference to Exhibit 10B to the Registrant's  Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1987.

  10C             Property  Management  Agreement  dated August 13, 1986 between
                  the Registrant and Harvey Freeman & Sons, Inc. is incorporated
                  by reference to Exhibit 10B to the  Registrant's  Registration
                  Statement on Form S-11 dated June 23, 1986.

10D  Agreement  Among Agents dated August 13, 1986 by and among Harvey Freeman &
     Sons, Inc., Harvey Freeman & Sons, Inc. of Alabama,  Harvey Freeman & Sons,
     Inc. of Arkansas,  Harvey Freeman & Sons, Inc. of Florida, Harvey Freeman &
     Sons,  Inc.  of Georgia,  Harvey  Freeman & Sons,  Inc. of Indiana,  Harvey
     Freeman  &  Sons,  Inc.  of  Kentucky,  Harvey  Freeman  &  Sons,  Inc.  of
     Mississippi,  Harvey  Freeman & Sons of Missouri,  Inc.,  Harvey  Freeman &
     Sons, Inc, of North Carolina,  Harvey Freeman & Sons, Inc. of Ohio,  Harvey
     Freeman & Sons,  Inc. of South Carolina and Harvey Freeman & Sons,  Inc. of
     Texas,  is  incorporated  by reference  to Exhibit 10C to the  Registrant's
     Registration Statement on Form S-11 dated June 23, 1986.

  10E             Acquisition  and Disposition  Services  Agreement dated August
                  13, 1986 between the Registrant and Criswell  Freeman Company,
                  is   incorporated   by   reference   to  Exhibit  10D  to  the
                  Registrant's  Registration  Statement  on Form S-11 dated June
                  23, 1986.


10M  Sterling Crest Joint Venture  Agreement dated June 29, 1987 between Freeman
     Income Real Estate, L.P. and Freeman Georgia Ventures, Inc. is incorporated
     by reference to Exhibit  10(c) to the  Registrant's  Report on Form 8 dated
     December 29, 1987.

100  Amended and Restated  Sterling Crest Joint Venture Agreement dated June 29,
     1987 among Freeman Income Real Estate, L.P., Freeman Georgia Ventures, Inc.
     and the  Registrant,  is  incorporated by reference to Exhibit 10(e) to the
     Registrant's  Report on Form 8 dated  December 29, 1987. 10P Assignment and
     Indemnity   Agreement  dated  September  25,  1987  among  Freeman  Georgia
     Ventures,  Inc.,  the  Registrant  and  Freeman  Income Real  Estate,  L.P.
     relating to Sterling  Crest  Apartments,  is  incorporated  by reference to
     Exhibit  10(a)  to the  Registrant's  Current  Report  on  Form  8-K  dated
     September 25, 1987.

  10Q             Warranty  Deed  dated June 30,  1987  between  Sterling  Crest
                  Development  Partners,  Ltd., and Sterling Crest Joint Venture
                  is   incorporated   by  reference  to  Exhibit  10(b)  to  the
                  Registrant's  Current  Report on Form 8-K dated  September 25,
                  1987.

  10R             Sub-Management  Agreement  dated June 30, 1987 between  Harvey
                  Freeman & Sons, Inc. and Sterling Property  Management Company
                  is   incorporated   by  reference  to  Exhibit  10(c)  to  the
                  Registrant's  Current  Report on Form 8-K dated  September 25,
                  1987.

  10S             Property  Management  Agreement  dated June 30,  1987  between
                  Sterling Crest Joint Venture and Harvey  Freeman & Sons,  Inc.
                  is   incorporated   by  reference  to  Exhibit  10(d)  to  the
                  Registrant's  Current  Report on Form 8-K dated  September 25,
                  1987.

  10W             Assignment   of  Limited   Partnership   Interest  of  Freeman
                  Equities,  Limited,  dated December 31, 1991, between Davidson
                  Diversified Properties, Inc. and Insignia Jacques-Miller, L.P.

  10X             Assignment of General Partner  Interests of Freeman  Equities,
                  Limited,  dated December 31, 1991 between Davidson Diversified
                  Properties, Inc. and MAE GP Corporation.

  10Y             Stock  certificate,  dated December 31, 1991 showing ownership
                  of 1,000 shares of Davidson  Diversified  Properties,  Inc. by
                  MAE GP Corporation.

  10DD            Multifamily  Note dated  December 15, 2000, by and between The
                  Fairways,  L.P., a Delaware  limited  partnership,  and Reilly
                  Mortgage  Group,  Inc.,  a District of  Columbia  Corporation,
                  relating  to  The  Fairways   Apartments  is  incorporated  by
                  reference to Exhibit 10DD of the Registrant's annual report on
                  Form 10-KSB for the year ended December 31, 2001.

10EE Multifamily Note dated January 8, 2002, by and between AIMCO Village, L.P.,
     a Delaware  limited  partnership  and ARCS  Commercial  Mortgage  Co., L.P.
     relating to The Village  Apartments  (incorporated  by reference to Exhibit
     10EE filed with the Registrant's  Annual Report on Form 10-KSB for the year
     ended December 31, 2002).

10FF Multifamily  Note dated  January 14, 2002, by and between  Brighton  Crest,
     L.P., a South Carolina  limited  partnership and ARCS  Commercial  Mortgage
     Co., L.P. relating to Brighton Crest Apartments  (incorporated by reference
     to Exhibit 10FF filed with the  Registrant's  Annual  Report on Form 10-KSB
     for the year ended December 31, 2002).

99   Agreement  of  Limited  Partnership  for The  New  Fairways,  L.P.  between
     Davidson Growth Plus GP Limited Partnership and Davidson Growth Plus, L.P.

  99A             Agreement  of Limited  Partnership  for Brighton  Crest,  L.P.
                  between Brighton Crest Limited  Partnership and Sterling Crest
                  Joint   Venture   entered  into  on  September   15,  1993  is
                  incorporated  by reference to Exhibit 28A of the  Registrant's
                  Quarterly   Report  on  Form  10-QSB  for  the  quarter  ended
                  September 30, 1993.

  99B             Agreement of Limited  Partnership  for Brighton Crest GP, L.P.
                  between  Davidson  Diversified  Properties,  Inc. and Sterling
                  Crest Joint  Venture  entered  into on  September  15, 1993 is
                  incorporated  by reference to Exhibit 28B of the  Registrant's
                  Quarterly   Report  on  Form  10-QSB  for  the  quarter  ended
                  September 30, 1993.

99C  Certification of Chief Executive Officer and Chief Financial Officer.


Exhibit 99 C


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                      Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Annual  Report on Form 10-KSB of Davidson  Growth Plus,
L.P. (the "Partnership"), for the year ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Patrick J.
Foye, as the equivalent of the chief executive  officer of the Partnership,  and
Paul J.  McAuliffe,  as the  equivalent  of the chief  financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and  results  of  operations  of  the
     Partnership.


                                           /s/Patrick J. Foye
                                     Name: Patrick J. Foye
                                     Date: March 31, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  March 31, 2003


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.