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, 2003

[ ]   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.  $5,372,000

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, 2003. 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


<PAGE>




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.  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;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   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
Partnership   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 Partnership's  limited partnership units ("Units") commenced
on August 13, 1986, and terminated on March 30, 1988. The  Partnership  received
gross proceeds from the offering of  approximately  $28,376,000 and net proceeds
of approximately  $25,254,000.  Since its initial offering,  the Partnership 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 Partnership  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.


<PAGE>

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 Partnership'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  Partnership'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.

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.


<PAGE>



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

Brighton Crest Apartments        Phase I    The Partnership holds an      Apartment
<S>                             <C>   <C>   <C>                           <C>
  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 Partnership owns a
      99% interest.

Schedule of Properties

Set forth below for each of the  Partnership'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    $14,230      $ 8,317     5-30 yrs    S/L        $ 8,304
The Fairway Apartments         7,525        3,556     5-30 yrs    S/L          4,935
The Village Apartments         5,221        2,974     5-30 yrs    S/L          3,268

                             $26,976      $14,847                            $16,507
</TABLE>

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


<PAGE>



Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                         Principal                                          Principal
                        Balance At                                           Balance
                       December 31,    Interest     Period     Maturity      Due At
Property                   2003          Rate     Amortized      Date     Maturity (1)
                      (in thousands)                                     (in thousands)
<S>                       <C>           <C>        <C>         <C>   <C>      <C>
Brighton Crest            $10,171       7.16%      20 years    02/01/22       $ --

The Fairway                 6,100       7.27%      20 years    01/01/21           --

The Village
                            3,474       7.22%      20 years    02/01/22           --


Total                     $19,745                                             $ --
</TABLE>

(1)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the  Partnership'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. During the year ended December 31, 2003, underwriting fees of
approximately $10,000 were returned to the Partnership,  which reduced the total
capitalized  loan costs on the  accompanying  consolidated  balance  sheet.  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.


<PAGE>



Rental Rates and Occupancy

Average annual rental rates and occupancy for 2003 and 2002 for each property:

                                    Average Annual              Average
                                     Rental Rates              Occupancy
                                      (per unit)
 Property                          2003         2002        2003        2002

 Brighton Crest Apartments        $8,627       $8,655        90%        92%
 The Fairway Apartments            8,196        8,603        86%        94%
 The Village Apartments            9,399        9,286        96%        96%

The Managing General Partner attributes the decrease in occupancy at The Fairway
Apartments  to more tenants  purchasing  houses due to lower  mortgage  interest
rates and changing economic conditions in the Plano market area.

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 2003 for each property were:

                                             2003               2003
                                             Taxes             Rates
                                        (in thousands)

          Brighton Crest Apartments          $195              2.99%
          The Fairway Apartments              259              2.53%
          The Village Apartments              111              2.27%

Capital Improvements

Brighton Crest Apartments

During the year ended December 31, 2003, the Partnership completed approximately
$230,000  of capital  improvements  at the  property,  consisting  primarily  of
fitness equipment, roof replacement, structural improvements, and wall covering,
floor covering and appliance  replacements.  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 $176,000.  Additional improvements may be considered during
2004 and will  depend  on the  physical  condition  of the  property  as well as
replacement reserves and anticipated cash flow generated by the property.

<PAGE>

Fairway Apartments

During the year ended December 31, 2003, the Partnership completed approximately
$120,000 of capital improvements at the property,  consisting primarily of floor
covering, appliance, and plumbing fixture replacements,  parking lot resurfacing
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
$141,000.  Additional improvements may be considered during 2004 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, 2003, the Partnership completed approximately
$61,000 of capital  improvements at the property,  consisting primarily of floor
covering and appliance replacements, structural improvements, major landscaping,
air conditioning upgrades and water heater replacements. 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  $62,000.   Additional  improvements  may  be
considered during 2004 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 2004 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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that 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 that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, 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 Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

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
at least one round of tender offers 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 provided 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.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Managing  General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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

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, 2003.


<PAGE>




                                     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, 2003,  there were 1,378  holders of record  owning an aggregate of 28,371.75
Units.  Affiliates  of the Managing  General  Partner owned  16,514.50  Units or
58.21% at December 31, 2003.  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, 2003 and 2002 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                       Year Ended       Per Limited      Year Ended        Per Limited
                      December 31,      Partnership     December 31,       Partnership
                          2003             Unit             2002              Unit

<S>                       <C>             <C>               <C>              <C>
Operations                $ 275           $ 9.41            $ 788            $ 26.93
Refinancing (1)              --                --           4,785             163.61
                          $ 275           $ 9.41           $5,573            $190.54
</TABLE>

(1)   Distributions  from the  refinancing  of  Brighton  Crest and The  Village
      Apartments during 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
2004 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 owned 16,514.50 limited partnership
units (the "Units") in the  Partnership  representing  58.21% of the outstanding
Units at December 31, 2003.  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 in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.21% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  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
Managing General Partner 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  $77,000 and $655,000 for
the years ended  December 31, 2003 and 2002,  respectively.  The decrease in net
loss was due to decreases in distributions  to the minority  interest partner in
excess of its investment and a decrease in total expenses  partially offset by a
decrease in total revenues.

Total revenues  decreased due to a decrease in rental income partially offset by
an increase in other income. Rental income decreased due to decreases in average
rental  rates and  occupancy  at Fairway and Brighton  Crest  Apartments  and an
increase in concessions at all of the Partnership's properties, partially offset
by an increase in average rental rates at The Village  Apartments.  Other income
increased due to increases in utility  reimbursements at Fairway  Apartments and
Brighton Crest Apartments and lease cancellation fees at Fairway Apartments.

The  decrease  in  total   expenses  is  due  to  decreases  in  loss  on  early
extinguishment of debt related to the mortgage  refinances at Brighton Crest and
The  Village  Apartments  in 2002 (see  "Liquidity  and Capital  Resources"  for
further  discussion),  and  interest  expense  partially  offset by increases in
operating,  general  and  administrative  and  depreciation  expenses.  Interest
expense  decreased  due to the payment of  scheduled  principal  payments on the
mortgages  encumbering  Fairway and Brighton Crest  Apartments which has reduced
the average outstanding  balance over the last twelve months.  Operating expense
increased due to increases in property and maintenance expenses partially offset
by a decrease in management fees.  Property expense increased due to an increase
in utility  expenses  at Fairway  and  Brighton  Crest  Apartments.  Maintenance
expense increased due to an increase in contract labor at Brighton Crest and The
Village  Apartments.  Management  fees  decreased  due to a  decrease  in rental
revenues  at  Fairway  and  Brighton  Crest  Apartments.   Depreciation  expense
increased due to assets being placed into service  during the past twelve months
at all of the Partnership's investment properties.

General and  administrative  expense  increased due to an increase in management
reimbursements  to the Managing General Partner as allowed under the Partnership
Agreement partially offset by a decrease in the Partnership management fee. Also
included in general and  administrative  expenses at both  December 31, 2003 and
2002 are costs  associated  with the  quarterly and annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

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.  As a result of the use of the equity method of
accounting  for the minority  partner's  investment in the joint  venture,  that
minority  interest  has been  reduced  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.  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 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 Partnership will recognize 100% of future net income of the Joint Venture to
the extent of previously unallocated losses and distributions.  Distributions to
the  minority  partner have reduced its  investment  balance to zero.  The Joint
Venture had a net loss of  approximately  $34,000 and $120,000  during the years
ended December 31, 2003 and 2002, respectively. Losses allocated to the minority
partner were  approximately  $21,000 for the year ended  December 31, 2002.  The
minority  partner's share of net losses for December 31, 2003 was  approximately
$6,000.  However,  the  Partnership  recognized  100% of the net loss due to the
minority  partner's  investment  balance  being  reduced  to zero in  2002.  The
remaining  unallocated  losses  and  distributions  at  December  31,  2003  are
approximately $842,000. The Joint Venture distributed  approximately $33,000 and
$816,000 to the minority  partner  during the twelve  months ended  December 31,
2003  and  2002,  respectively.  Of these  amounts,  approximately  $33,000  and
$803,000 were in excess of the investment.

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,  the
Managing  General Partner may use rental  concessions and rental rate reductions
to offset softening market conditions,  accordingly,  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  $275,000 at
December 31, 2003, compared to approximately  $359,000 at December 31, 2002. For
the year  ended  December  31,  2003,  cash and cash  equivalents  decreased  by
approximately  $84,000.  The  decrease  in cash and cash  equivalents  is due to
approximately  $825,000 of cash used in financing  activities and  approximately
$382,000 of cash used in investing  activities,  which was  partially  offset by
approximately $1,123,000 of cash provided by operating activities.  Cash used in
financing   activities   consisted  of  principal   payments  on  the  mortgages
encumbering the Partnership's properties,  payments on advances from affiliates,
and distributions to partners and the minority interest partner partially offset
by advances  received from  affiliates and a refund of loan costs.  Cash used in
investing  activities  consisted  of  property   improvements  and  replacements
partially  offset  by net  withdrawals  from  restricted  escrow  accounts.  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. During the year ended December 31, 2003, underwriting fees of
approximately $10,000 were returned to the Partnership,  which reduced the total
capitalized  loan costs on the  accompanying  consolidated  balance  sheet.  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.

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
$379,000.  Additional improvements may be considered during 2004 and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated  cash flow  generated  by the  properties.  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  the  Partnership's   investment  properties  of  approximately
$19,745,000 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.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2003 and 2002 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                       Year Ended       Per Limited      Year Ended        Per Limited
                      December 31,      Partnership     December 31,       Partnership
                          2003             Unit             2002              Unit

<S>                       <C>             <C>               <C>              <C>
Operations                $ 275           $ 9.41            $ 788            $ 26.93
Refinancing (1)              --                --           4,785             163.61
                          $ 275           $ 9.41           $5,573            $190.54
</TABLE>

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

<PAGE>

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
during 2004 or subsequent periods.

Other

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership, AIMCO and its affiliates owned 16,514.50 limited partnership
units (the "Units") in the  Partnership  representing  58.21% of the outstanding
Units at December 31, 2003.  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 in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.21% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  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  consolidated
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  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, but are not limited
to,  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 impairment of 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. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.


<PAGE>


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, 2003

      Consolidated  Statements of  Operations - Years ended  December 31, 2003
      and 2002

      Consolidated  Statements  of Changes in Partners'  Deficit - Years ended
      December 31, 2003 and 2002

      Consolidated Statements of Cash Flows - Years ended  December 31, 2003 and
       2002

      Notes to Consolidated Financial Statements


<PAGE>


              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, 2003, and the related  consolidated  statements of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2003. 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, 2003, and the consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2003, in conformity with accounting  principles generally accepted in the United
States.

                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 27, 2004


<PAGE>




                           DAVIDSON GROWTH PLUS, L.P.

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 275
   Receivables and deposits                                                     149
   Restricted escrows                                                           173
   Other assets                                                                 771
   Investment properties (Notes B and E):
       Land                                                  $ 4,650
       Buildings and related personal property                 22,326
                                                              26,976
       Less accumulated depreciation                          (14,847)       12,129
                                                                           $ 13,497
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 85
   Tenant security deposit liabilities                                           98
   Accrued property taxes                                                       259
   Other liabilities                                                            342
   Mortgage notes payable (Note B)                                           19,745

Partners' Deficit
   General partners                                          $ (1,028)
   Limited partners (28,371.75 units issued and
      outstanding)                                             (6,004)       (7,032)
                                                                           $ 13,497

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                           DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (in thousands, except per unit data)

                                                          Years Ended
                                                         December 31,
                                                     2003            2002

 Revenues:
   Rental income                                    $ 4,804        $ 5,351
   Other income                                         568            472
       Total revenues                                 5,372          5,823

 Expenses:
   Operating                                          2,049          1,932
   General and administrative                           257            248
   Depreciation                                       1,058          1,024
   Interest                                           1,486          1,511
   Property taxes                                       566            583
   Loss on early extinguishment
     of debt (Note B)                                    --            398
       Total expenses                                 5,416          5,696

 Operating (loss) income                                (44)           127
 Distributions to minority
   interest partner in excess
   of investment (Note F)                               (33)          (803)
 Minority interest in net loss of
   joint venture (Note F)                                --             21

 Net loss (Note C)                                  $ (77)         $ (655)

 Net loss allocated to general partners (3%)         $ (2)          $ (20)

 Net loss allocated to limited partners (97%)           (75)          (635)

                                                    $ (77)         $ (655)

 Net loss per limited partnership unit             $ (2.64)       $ (22.38)

 Distributions per limited
   partnership unit                                 $ 9.41         $190.54

        See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                           DAVIDSON GROWTH PLUS, L.P.

           CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                        (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' (deficiency) 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)

Distributions to partners                     --           (8)       (267)      (275)

Net loss for the year ended
  December 31, 2003                           --           (2)        (75)       (77)

Partners' deficit at
  December 31, 2003                     28,371.75     $(1,028)    $(6,004)   $(7,032)


        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                           DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>


                                                                      Years Ended
                                                                      December 31,
                                                                      2003     2002
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net loss                                                         $ (77)      $ (655)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation                                                   1,058        1,024
     Distributions to minority interest partner in excess of
      investment                                                       33          803
     Amortization of discounts and loan costs                          45           42
     Loss on early extinguishment of debt                              --          398
     Minority interest in net income of joint venture                  --          (21)
     Change in accounts:
      Receivables and deposits                                        (47)         167
      Other assets                                                    (31)          47
      Accounts payable                                                 34          (94)
      Tenant security deposit liabilities                               9           (7)
      Accrued property taxes                                          (17)           7
      Other liabilities                                               116          (48)
         Net cash provided by operating activities                  1,123        1,663

Cash flows from investing activities:
  Property improvements and replacements                             (411)        (433)
  Net withdrawals from (deposits to) restricted escrows                29          (23)
         Net cash used in investing activities                       (382)        (456)

Cash flows from financing activities:
  Payments on mortgage notes payable                                 (527)        (438)
  Repayment of mortgage notes payable                                  --       (7,769)
  Proceeds from mortgage notes payable                                 --       14,273
  Loan costs refunded (paid)                                           10         (663)
  Prepayment penalty                                                   --         (293)
  Advances from affiliate                                             154          162
  Repayment of advances from affiliate                               (154)        (162)
  Distributions to partners                                          (275)      (5,573)
  Distributions to minority interest partner                          (33)        (816)
         Net cash used in financing activities                       (825)      (1,279)

Net decrease in cash and cash equivalents                             (84)         (72)
Cash and cash equivalents at beginning of year                        359          431
Cash and cash equivalents at end of year                           $ 275        $ 359
Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,444      $ 1,417


        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>






                           DAVIDSON GROWTH PLUS, L.P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003


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, 2003 and
2002, no adjustments for impairment of value were necessary.

Use of Estimates

The  preparation  of  consolidated   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 consolidated  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  $239,000 at  December  31, 2003 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

A general  replacement 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, 2003 is approximately
$173,000.

Advertising

The  Partnership  expenses the costs of  advertising  as  incurred.  Advertising
expense, included in operating expenses, was approximately $136,000 and $122,000
for the years ended December 31, 2003 and 2002, 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,  at the  Partnership's  incremental  borrowing rate was  approximately
$21,377,000 at December 31, 2003.

Leases

The Partnership generally leases apartment units for twelve-month terms or less.
The  Partnership  recognizes  income as earned on its  leases.  The  Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current  tenants and all  receivables  due from former  tenants.  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. Any concessions  given at
the inception of the lease are amortized over the life of the lease.

Loan Costs

Loan  costs  of  approximately  $790,000,   less  accumulated   amortization  of
approximately  $93,000,  are  included in other  assets and are being  amortized
using the straight-line method for Brighton Crest and The Village Apartments and
the effective  interest rate method for Fairway  Apartments over the life of the
loans. The related amortization expense of approximately  $45,000 is included in
interest expense.  Amortization expense is expected to be approximately  $43,000
for the years 2004 through 2006 and approximately $42,000 for the years 2007 and
2008.

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 January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003,  and with respect to public  entities with  variable  interest
entities held before February 1, 2003, FIN 46 will apply to financial statements
for periods ending after December 15, 2004.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities under the provisions of FIN 46. The  Partnership has not yet determined
the anticipated impact of adopting FIN 46 for its investments that existed as of
January 31, 2003.  However,  FIN 46 may require the consolidation of the assets,
liabilities  and  operations  of  certain  of the  Partnership's  unconsolidated
partnership  investments.  Although  the  Partnership  does not believe the full
adoption of FIN 46 will have an impact on its cash flow, the Partnership  cannot
make any definitive  conclusion on the impact,  if any, on net earnings until it
completes its evaluation,  including an evaluation of the Partnership's  maximum
exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
consolidated results of operations taken as a whole.

Note B - Mortgage Notes Payable

<TABLE>
<CAPTION>

                       Principal        Monthly                               Principal
                      Balance At        Payment        Stated                  Balance
                     December 31,      Including      Interest   Maturity      Due At
Property                 2003           Interest        Rate       Date       Maturity
                              (in thousands)                               (in thousands)
Brighton Crest
<S>            <C>      <C>              <C>            <C>      <C>   <C>      <C>
  Apartments   (1)      $10,171          $ 84           7.16%    02/01/22       $ --
The Fairway
  Apartments              6,100            52           7.27%    01/01/21           --
The Village
  Apartments   (1)        3,474            29           7.22%    02/01/22           --

Totals                  $19,745          $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
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. During the year ended December 31, 2003, underwriting fees of
approximately $10,000 were returned to the Partnership,  which reduced the total
capitalized  loan costs on the  accompanying  consolidated  balance  sheet.  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.


<PAGE>



Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2003, are as follows (in thousands):

                                2004                 $ 566
                                2005                    609
                                2006                    654
                                2007                    703
                                2008                    755
                             Thereafter              16,458
                                                    $19,745

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 and Federal  taxable
(loss) income (dollar amounts in thousands, except per unit data):


                                                 2003        2002
       Net loss as reported                     $ (77)     $ (655)
       Add (deduct):
       Depreciation differences                    (9)         (21)
       Unearned income                             (5)         (26)
       Minority interest                           --          (34)
       Distribution                                --          816
       Other                                       38           37

       Federal taxable (loss) income            $ (53)      $ 117

       Federal taxable (loss) income per
         limited partnership unit              $(1.85)      $ 4.00


<PAGE>



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

Net liabilities as reported                 $ (7,032)
Land and buildings                             5,651
Accumulated depreciation                         489
Syndication and distribution costs             3,766
Other                                            376
Net assets - Federal tax basis              $  3,250


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.

Affiliates of the Managing  General  Partner are 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  $266,000 and  $296,000 for the years ended  December 31, 2003 and
2002, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $175,000 and
$160,000 for the years ended December 31, 2003 and 2002, 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 $7,000
and $9,000 for the years ended  December  31, 2003 and 2002,  respectively.  The
fees  are  calculated  based  on a  percentage  of  current  year  additions  to
investment  properties.  As of  December  31,  2003,  the  Partnership  owed  an
affiliate  of the  Managing  General  Partner  approximately  $44,000 of accrued
accountable administrative expenses, which is included in other liabilities.

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 $17,000 and $30,000
for the years ended December 31, 2003 and 2002, respectively,  which is included
in general and administrative expenses. Subordinated Partnership management fees
of  approximately  $31,000 were paid with the  distribution of proceeds from the
refinancing of Brighton Crest and The Village  Apartments  during the year ended
December 31, 2002. No Partnership  management fees were paid during 2003. Unpaid
and accrued  subordinated  Partnership  management fees at December 31, 2003 are
approximately  $44,000 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 years ended December 31, 2003 and 2002, the Managing  General Partner
advanced  the  Partnership   funds  to  cover   operational   expenses  totaling
approximately  $154,000 and $162,000 which were repaid by the Partnership  prior
to December 31, 2003 and 2002, respectively. As of December 31, 2003, there were
no  outstanding  advances  due to the  Managing  General  Partner.  Interest  on
advances is charged at prime plus 1%.  Interest  expense on these  advances  was
approximately  $1,000  for both the  years  ended  December  31,  2003 and 2002,
respectively.  Subsequent  to December 31, 2003,  the Managing  General  Partner
advanced approximately $169,000 to the Partnership to cover additional operating
expenses.

The  Partnership  insures 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, 2003 and 2002, the
Partnership  was charged by AIMCO and its affiliates  approximately  $73,000 and
$88,000,  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 owned 16,514.50 limited partnership
units (the "Units") in the  Partnership  representing  58.21% of the outstanding
Units at December 31, 2003.  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 in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.21% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  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.


<PAGE>



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                $10,171       $ 2,619      $13,122            $(1,511)
The Fairway
  Apartments                  6,100         2,560        3,883              1,082
The Village
  Apartments                  3,474           615        3,799                807

        Totals              $19,745       $ 5,794      $20,804             $ 378
</TABLE>


                              Gross Amount At Which
                                    Carried
                              At December 31, 2003
                                 (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    $12,319   $14,230    $ 8,317         1987      09/87       5-30
The Fairway    2,213      5,312     7,525      3,556         1979      05/88       5-30
The Village      526      4,695     5,221      2,974         1986      05/88       5-30

   Totals    $ 4,650    $22,326   $26,976    $14,847
</TABLE>


<PAGE>

Reconciliation of "investment properties and accumulated depreciation":

                                              Years Ended December 31,
                                                 2003          2002
                                                   (in thousands)
Investment Properties
Balance at beginning of year                    $26,565       $26,132
  Property improvements                             411           433
Balance at end of year                          $26,976       $26,565

Accumulated Depreciation
Balance at beginning of year                    $13,789       $12,765
  Additions charged to expense                    1,058         1,024
Balance at end of year                          $14,847       $13,789

The aggregate  cost of investment  properties for Federal income tax purposes at
December  31,  2003 and 2002,  is  approximately  $29,435,000  and  $29,065,000,
respectively.  Total accumulated depreciation for Federal income tax purposes at
December  31,  2003 and 2002,  is  approximately  $12,928,000  and  $11,965,000,
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.  As a result of the use of the equity method of
accounting  for the minority  partner's  investment in the joint  venture,  that
minority  interest  has been  reduced  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.  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 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 Partnership will recognize 100% of future net income of the Joint Venture to
the extent of previously unallocated losses and distributions.  Distributions to
the  minority  partner have reduced its  investment  balance to zero.  The Joint
Venture had a net loss of  approximately  $34,000 and $120,000  during the years
ended December 31, 2003 and 2002, respectively. Losses allocated to the minority
partner were  approximately  $21,000 for the year ended  December 31, 2002.  The
minority  partner's share of net losses for December 31, 2003 was  approximately
$6,000.  However,  the  Partnership  recognized  100% of the net loss due to the
minority  partner's  investment  balance  being  reduced  to zero in  2002.  The
remaining  unallocated  losses  and  distributions  at  December  31,  2003  are
approximately $842,000. The Joint Venture distributed  approximately $33,000 and
$816,000 to the minority  partner  during the years ended  December 31, 2003 and
2002,  respectively.  Of these  amounts,  approximately  $33,000  and  $803,000,
respectively, were in excess of the investment.

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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that 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 that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, 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 Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

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
at least one round of tender offers 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 provided 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.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Managing  General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.


<PAGE>






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

            None.

Item 8A.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of 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,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  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 concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

                                    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  directors and officers of the Managing  General  Partner are listed
below.

Peter K. Kompaniez               59   Director
Martha L. Long                   44   Director and Senior Vice President
Harry G. Alcock                  41   Executive Vice President
Miles Cortez                     60   Executive Vice President, General Counsel
                                      and Secretary
Patti K. Fielding                40   Executive Vice President
Paul J. McAuliffe                47   Executive Vice President and Chief
                                      Financial Officer
Thomas M. Herzog                 41   Senior Vice President and Chief Accounting
                                      Officer

Peter K.  Kompaniez  has been Director of the Managing  General  Partner since
February  2004.  Mr.  Kompaniez  has  been  Vice  Chairman  of  the  Board  of
Directors of AIMCO since July 1994 and was  appointed  President in July 1997.
Mr.  Kompaniez has also served as Chief Operating  Officer of NHP Incorporated
after it was  acquired by AIMCO in  December  1997.  Effective  April 1, 2004,
Mr.  Kompaniez  resigned as President of AIMCO. Mr. Kompaniez will continue in
his role as  Director of the  Managing  General  Partner and Vice  Chairman of
AIMCO's  Board  and will  serve  AIMCO on a variety  of  special  and  ongoing
projects in an operating role.

Martha L. Long has been a Director  and Senior Vice  President of the Managing
General  Partner  since  February  2004.  Ms.  Long has been with AIMCO  since
October  1998 and has served in  various  capacities.  From 1998 to 2001,  Ms.
Long served as Senior Vice  President and Controller of AIMCO and the Managing
General  Partner.  During  2002 and 2003,  Ms.  Long  served  as  Senior  Vice
President of Continuous Improvement for AIMCO.

Harry G. Alcock was appointed  Executive Vice President of the Managing  General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President-Acquisitions  where he served  until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Managing  General  Partner in  February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms. Fielding previously served as Senior Vice President - Securities and Debt of
AIMCO from  January  2000 to February  2003.  Ms.  Fielding is  responsible  for
securities and debt financing and the treasury  department.  Ms. Fielding joined
AIMCO in February 1997 and served as Vice  President - Tenders,  Securities  and
Debt until January 2000.

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

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the Managing General Partner in February 2004 and of AIMCO in January
2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000, including a two-year assignment in the real estate national office.

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 board of directors of the Managing  General Partner does not have a separate
audit committee. As such, the board of directors of the Managing General Partner
fulfills  the  functions  of an audit  committee.  The  board of  directors  has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Managing  General  Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

Neither the  directors  nor the  officers  received  any  remuneration  from the
Partnership for the year ended December 31, 2003.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding limited partnership
units of the Partnership owned by each person who is known by the Partnership to
own beneficially or exercise voting or dispositive  control over more than 5% of
the Partnership'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, 2003.

     Entity                            Number of Units      Percentage

     AIMCO IPLP, L.P.                      2,482.83            8.75%
       (an affiliate of AIMCO)
     Cooper River Properties, LLC          3,937.00           13.88%
       (an affiliate of AIMCO)
     AIMCO Properties, L.P.               10,094.67           35.58%
       (an affiliate of AIMCO)

Cooper  River  Properties,  LLC  and  AIMCO  IPLP,  L.P.  (formerly  known  as
Insignia,  L.P.) are  indirectly  ultimately  owned by AIMCO.  Their  business
address is 55 Beattie Place, Greenville, South Carolina 29602.

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

As of December 31, 2003, 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
Partnership's  Units.  No such  director  or  officer  had any right to  acquire
beneficial ownership of additional Units of the Partnership.


<PAGE>



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.

Affiliates of the Managing  General  Partner are 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  $266,000 and  $296,000 for the years ended  December 31, 2003 and
2002, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $175,000 and
$160,000 for the years ended December 31, 2003 and 2002, 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 $7,000
and $9,000 for the years ended  December  31, 2003 and 2002,  respectively.  The
fees  are  calculated  based  on a  percentage  of  current  year  additions  to
investment  properties.  As of  December  31,  2003,  the  Partnership  owed  an
affiliate  of the  Managing  General  Partner  approximately  $44,000 of accrued
accountable administrative expenses, which is included in other liabilities.

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 $17,000 and $30,000
for the years ended December 31, 2003 and 2002, respectively,  which is included
in general and administrative expenses. Subordinated Partnership management fees
of  approximately  $31,000 were paid with the  distribution of proceeds from the
refinancing of Brighton Crest and The Village  Apartments  during the year ended
December 31, 2002. No Partnership  management fees were paid during 2003. Unpaid
and accrued  subordinated  Partnership  management fees at December 31, 2003 are
approximately  $44,000 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 years ended December 31, 2003 and 2002, the Managing  General Partner
advanced  the  Partnership   funds  to  cover   operational   expenses  totaling
approximately  $154,000 and $162,000 which were repaid by the Partnership  prior
to December 31, 2003 and 2002, respectively. As of December 31, 2003, there were
no  outstanding  advances  due to the  Managing  General  Partner.  Interest  on
advances is charged at prime plus 1%.  Interest  expense on these  advances  was
approximately  $1,000  for both the  years  ended  December  31,  2003 and 2002.
Subsequent  to  December  31,  2003,  the  Managing   General  Partner  advanced
approximately   $169,000  to  the  Partnership  to  cover  additional  operating
expenses.

The  Partnership  insures 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, 2003 and 2002, the
Partnership  was charged by AIMCO and its affiliates  approximately  $73,000 and
$88,000,  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 owned 16,514.50 limited partnership
units (the "Units") in the  Partnership  representing  58.21% of the outstanding
Units at December 31, 2003.  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 in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.21% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  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.


<PAGE>


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, 2003.

Item 14.    Principal Accountant Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit Fees. The Partnership  paid to Ernst & Young LLP audit fees of $43,000 and
$42,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $19,000 and $20,000, respectively.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer

                                    Date: March 29, 2004


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/Peter K. Kompaniez         Director                      Date: March 29, 2004
Peter K. Kompaniez

/s/Martha L. Long             Director and Senior Vice      Date: March 29, 2004
Martha L. Long                President

/s/Thomas M. Herzog           Senior Vice President         Date: March 29, 2004
Thomas M. Herzog              and Chief Accounting Officer


<PAGE>


                                  EXHIBIT INDEX


Exhibit

   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.


<PAGE>



  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, 2003).

  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, 2003).

31.1              Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

31.2              Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

32.1              Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 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.


<PAGE>


Exhibit 31.1
                                  CERTIFICATION

I, Martha L. Long, 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 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  March 29, 2004
                                        /s/Martha L. Long
                                        Martha L. Long
                                        Senior Vice President of Davidson
                                        Growth Plus GP Corporation,
                                        equivalent of the chief executive
                                        officer of the Partnership


<PAGE>


Exhibit 31.2
                                  CERTIFICATION

I, Thomas M. Herzog, 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 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  March 29, 2004

                                  /s/Thomas M. Herzog
                                  Thomas M. Herzog
                                  Senior  Vice  President  and Chief  Accounting
                                  Officer   of    Davidson    Growth   Plus   GP
                                  Corporation, equivalent of the chief financial
                                  officer of the Partnership


<PAGE>


Exhibit 32.1


                          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, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the chief executive  officer of the Partnership,  and
Thomas M.  Herzog,  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/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 29, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 29, 2004


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