FORM 10-KSB--Annual or Transitional Report Under
                               Section 13 or 15(d)
                                   Form 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      [No Fee Required]

                 For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      [No Fee Required]

             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.  $6,069,000

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, 2001. 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>
                                     PART I

Item 1.     Description of Business

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

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

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

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

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.

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

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

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.

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 Registrant 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 first
                                            and second mortgages
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      Apartment
  Brandon, Florida                          first and second mortgages    112 units
</TABLE>

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

Schedule of Properties

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

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

<S>                          <C>          <C>         <C>                    <C>
Brighton Crest Apartments    $13,818      $ 7,226     5-25 yrs    S/L        $ 8,920
The Fairway Apartments         7,300        3,063     5-25 yrs    S/L          5,251
The Village Apartments         5,014        2,476     5-25 yrs    S/L          3,474

                             $26,132      $12,765                            $17,645
</TABLE>

See "Note A" of the  consolidated  financial  statements  included in "Item 7.
Financial Statements" for the Partnership's depreciation policy.
Schedule of Property Indebtedness

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

                         Principal                                          Principal
                        Balance At                                           Balance
                       December 31,    Interest     Period     Maturity      Due At
Property                   2001          Rate     Amortized      Date     Maturity (2)
                      (in thousands)                                     (in thousands)
Brighton Crest
<S>            <C>        <C>           <C>      <C>           <C>   <C>     <C>
  1st mortgage (3)        $ 5,743       7.83%    28.67 years   10/15/03      $ 5,516
  2nd mortgage (3)            199       7.83%        (1)       10/15/03          199

The Fairway
  1st mortgage              6,436       7.27%      20 years    01/01/21           --

The Village
  1st mortgage (3)          1,766       7.83%    28.67 years   10/15/03        1,697
  2nd mortgage (3)             61       7.83%        (1)       10/15/03           61
                           14,205                                            $ 7,473
Less unamortized
  discounts                   (41)

Total                     $14,164
</TABLE>

(1)   Interest only payments.

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

(3)   These  mortgages  were  refinanced  subsequent to December 31, 2001. See
      "Item 7. Financial Statements - Note H" for further information.

On December 15, 2000, the  Partnership  refinanced the mortgage  encumbering The
Fairway  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$3,599,000  with a new  mortgage in the amount of  $6,575,000.  The new mortgage
carries a stated interest rate of 7.27% as compared to the 7.6% interest rate on
the old  mortgage.  Payments on the mortgage loan are due monthly until the loan
matures  on January 1, 2021.  Total  capitalized  loan costs were  approximately
$122,000  for the  year  ended  December  31,  2000.  Additional  loan  costs of
approximately  $15,000 were capitalized during the year ended December 31, 2001.
The Partnership  recognized an extraordinary loss on the early extinguishment of
debt of  approximately  $231,000 due to the write-off of unamortized loan costs,
the write-off of an  unamortized  debt discount and a prepayment  penalty during
the year ended December 31, 2000.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2001 and 2000 for each property:

                                    Average Annual              Average
                                      Rental Rate              Occupancy
                                      (per unit)
 Property                          2001         2000        2001        2000

 Brighton Crest Apartments        $8,940       $8,723        94%        94%
 The Fairway Apartments            8,650        8,353        97%        95%
 The Village Apartments            9,379        9,143        95%        96%

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 2001 for each property were:

                                             2001               2001
                                             Taxes              Rate
                                        (in thousands)

          Brighton Crest Apartments          $178              3.00%
          The Fairway Apartments              242              2.42%
          The Village Apartments              119              2.39%

Capital Improvements

Brighton Crest Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$232,000  of capital  improvements  at the  property,  consisting  primarily  of
plumbing fixture upgrades, building improvements, carpet and vinyl replacements,
appliances, structural improvements, and wall coverings. These improvements were
funded from  operating  cash flow and insurance  proceeds.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $96,000.  Additional  improvements  may be considered  and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Fairway Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$112,000 of capital improvements at the property, consisting primarily of carpet
replacements,  interior  decoration,  water  heater unit  replacements,  and air
conditioning unit  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.  The minimum  amount to be budgeted is
expected  to be  $300  per  unit  or  $76,800.  Additional  improvements  may be
considered 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, 2001, the Partnership completed approximately
$158,000  of capital  improvements  at the  property,  consisting  primarily  of
interior  decoration,  carpet  and vinyl  replacements,  air  conditioning  unit
replacements, and appliances. These improvements were funded from operating cash
flow and  replacement  reserves.  The  Partnership  is currently  evaluating the
capital  improvement  needs of the property for the upcoming  year.  The minimum
amount to be budgeted  is  expected  to be $300 per unit or $33,600.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

The capital improvements planned for the year 2002 at the Partnership properties
will  be  made  only  to the  extent  of  cash  available  from  operations  and
Partnership reserves.

Item 3.     Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

The Managing  General Partner does not anticipate that any costs,  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 that
is not of a routine nature arising in the ordinary course of business.

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

The unit  holders  of the  Partnership  did not vote on any  matters  during the
quarter ended December 31, 2001.


                                     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  aggregating  $28,376,000.  As of December 31, 2001,
there were 1,488  holders of record  owning an  aggregate  of  28,371.75  Units.
Affiliates of the Managing  General  Partner owned  16,018.75 Units or 56.46% at
December 31, 2001. 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, 2000 and 2001 (see "Item 6" for further details):

                                                Distributions
                                                            Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/00 - 12/31/00              $3,582 (1)           $122.48
       01/01/01 - 12/31/01               1,738 (2)             59.42

(1)   Consists  of   approximately   $988,000  of  cash  from   operations   and
      approximately  $2,594,000  of cash proceeds  from the  refinancing  of the
      mortgage loan encumbering The Fairway Apartments in December 2000.

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

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  distributions to its partners in the
year 2002 or subsequent periods. See "Item 2. Description of Properties, Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the  properties.  Distributions  may also be  restricted by the  requirement  to
deposit net operating  income (as defined in the mortgage note) into the reserve
account  until the reserve  account is funded in an amount equal to a minimum of
$400 and a maximum of $1,000 per apartment  unit for Brighton  Crest  Apartments
and The Village Apartments for a total of approximately $173,000 to $432,000. At
December  31,  2001,  the  balance  in the  reserve  account  was  approximately
$179,000.

In addition to its indirect  ownership of the managing  general partner interest
in the  Partnership,  AIMCO and its affiliates  currently own 16,018.75  limited
partnership  units in the  Partnership  representing  56.46% of the  outstanding
units at December 31, 2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.46% of the  outstanding  units,  AIMCO is in a
position to control all voting  decisions with respect to the  Registrant.  When
voting on matters, AIMCO would in all likelihood vote the units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner.

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

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

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-KSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operation.  Accordingly,  actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

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

Results of Operations

The Partnership realized net income of approximately $977,000 for the year ended
December 31, 2001, compared to net income of approximately $655,000 for the year
ended  December  31, 2000.  The  increase in net income is primarily  due to the
recognition of an extraordinary loss on the early  extinguishment of debt during
the year ended December 31, 2000. The extraordinary loss on early extinguishment
of debt relates to the  refinancing  of the  mortgage at The Fairway  Apartments
(see  discussion  in  "Liquidity  and  Capital  Resources").  Income  before the
extraordinary  item  for  the  years  ended  December  31,  2001  and  2000  was
approximately  $977,000 and $886,000,  respectively.  The increase in net income
before the extraordinary item was due to an increase in total revenues partially
offset by an increase in total expenses and an increase in minority  interest in
income of the joint venture.

Total revenues  increased as a result of an increase in rental and other income.
Rental income increased  primarily due to an increase in average rental rates at
all of the  Partnership's  properties,  a decrease in concessions at The Fairway
Apartments  and Brighton  Crest  Apartments  and an increase in occupancy at The
Fairway  Apartments  which more than  offset the  decrease in  occupancy  at The
Village  Apartments  and increased bad debt expense  primarily at Brighton Crest
Apartments.  Other income  increased  primarily  due to an increase in utilities
reimbursements  at all of  the  Partnership's  properties  partially  offset  by
reduced  interest income due to lower average cash balances in interest  bearing
accounts.

The increase in total expenses is due to increases in depreciation, interest and
property   tax  expenses   partially   offset  by  a  decrease  in  general  and
administrative  expenses. The increase in depreciation expense is due to capital
improvements placed into service during the past twelve months. Interest expense
increased  due to the  refinancing  of The Fairway  Apartments  in December 2000
which  increased  the loan  balance.  Property tax expense  increased  due to an
increase in the assessed value at The Village  Apartments and a slight  increase
in the tax rate at Brighton  Crest  Apartments  which was partially  offset by a
reduced  assessed  value at The  Fairway  Apartments  and a tax refund  received
during the year ended December 31, 2001 at The Fairway Apartments for taxes paid
in prior years.  General and administrative  expenses decreased primarily due to
decreases   in   professional   and  legal   expenses.   In  addition  to  these
reimbursements,  costs  associated with the quarterly and annual  communications
with  investors  and  regulatory  agencies and the annual audit  required by the
Partnership Agreement are also included in general and administrative  expenses.
The  increase in minority  interest in net income of joint  venture is due to an
increase in the net income of the joint venture  property,  resulting  primarily
from increased  average rental rates at the joint venture's  property,  Brighton
Crest Apartments.

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

Liquidity and Capital Resources

The  Partnership  held cash and cash  equivalents of  approximately  $431,000 at
December 31, 2001, compared to approximately  $761,000 at December 31, 2000. The
decrease  in cash  and  cash  equivalents  of  approximately  $330,000  from the
Partnership's  cash  balance  at  December  31,  2000,  is due to  approximately
$2,213,000 of cash used in financing  activities and  approximately  $473,000 of
cash used in investing  activities,  which was partially offset by approximately
$2,356,000  of cash  provided by  operating  activities.  Cash used in financing
activities consisted primarily of distributions to the partners, and to a lesser
extent,  principal payments made on the mortgages  encumbering the Partnership's
properties,  distributions  to the minority partner of the  Partnership's  joint
venture  and loan  costs  paid.  Cash  used in  investing  activities  consisted
primarily of property improvements and replacements and, to a lesser extent, net
deposits to escrow accounts  maintained by the mortgage lenders partially offset
by insurance  proceeds  received.  The  Partnership  invests its working capital
reserves in interest bearing accounts.

On December 15, 2000, the  Partnership  refinanced the mortgage  encumbering The
Fairway  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$3,599,000  with a new  mortgage in the amount of  $6,575,000.  The new mortgage
carries a stated interest rate of 7.27% as compared to the 7.6% interest rate on
the old  mortgage.  Payments on the mortgage loan are due monthly until the loan
matures  on January 1, 2021.  Total  capitalized  loan costs were  approximately
$122,000  during the year ended  December  31,  2000.  Additional  loan costs of
approximately  $15,000 were capitalized during the year ended December 31, 2001.
The Partnership  recognized an extraordinary loss on the early extinguishment of
debt of  approximately  $231,000 due to the write-off of unamortized loan costs,
the write-off of an  unamortized  debt discount and a prepayment  penalty during
the year ended December 31, 2000.

Subsequent  to December 31,  2001,  the  Partnership  refinanced  the  mortgages
encumbering   Brighton  Crest  Apartments  and  The  Village   Apartments.   The
refinancing  replaced the first  mortgage of  approximately  $5,743,000  and the
second mortgage of  approximately  $199,000 at Brighton Crest  Apartments with a
new mortgage of  $10,640,000.  The  refinancing  replaced the first  mortgage of
approximately $1,766,000 and the second mortgage of approximately $61,000 at The
Village  Apartments  with a new mortgage of $3,633,000.  The new mortgages carry
stated  interest rates of 7.16% and 7.22% for Brighton Crest  Apartments and The
Village Apartments, respectively, as compared to the 7.83% interest rates on the
old  mortgages.  Payments on the mortgage  loans are due monthly until the loans
mature  on  February  1,  2022 at  which  time  they are  scheduled  to be fully
amortized.  Total  capitalized  loan  costs  are  expected  to be  approximately
$436,000 and $225,000 for Brighton Crest Apartments and The Village  Apartments,
respectively.  During the first  quarter  of 2002,  the  Partnership  expects to
recognize  an  extraordinary  loss  on  the  early  extinguishment  of  debt  of
approximately $309,000 and $89,000 for Brighton Crest Apartments and The Village
Apartments,  respectively,  due to the write off of unamortized  loan costs, the
write-off of unamortized 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 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 $300 per unit
or $206,400.  Additional  improvements  may be considered and will depend on the
physical  condition of the properties as well as anticipated cash flow generated
by the properties.  The additional capital expenditures will be incurred only if
cash is available from operations or from  Partnership  reserves.  To the extent
that  such  budgeted  capital  improvements  are  completed,  the  Partnership's
distributable cash flow, if any, may be adversely affected.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately  $14,164,000,  net of discounts, is amortized over
periods ranging from  approximately  20 to 29 years with balloon payments due in
2003 for Brighton Crest Apartments and The Village  Apartments.  The Partnership
refinanced the mortgages  encumbering  Brighton Crest Apartments and The Village
Apartments  subsequent  to year  end.  The  combined  mortgage  indebtedness  of
$7,769,000  was  replaced by new  mortgages  of  $10,640,000  at Brighton  Crest
Apartments and $3,633,000 as The Village Apartments. Pursuant to the Partnership
Agreement,  the term of the  Partnership  is scheduled to expire on December 31,
2011.  Accordingly,  prior to such date the Partnership will need to either sell
its  investment  properties  or  extend  the  term  of the  Partnership.  If the
Partnership  is unable  to  extend  its term,  the  ultimate  sale  price of the
investment properties may be adversely affected.

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $1,738,000  (approximately  $1,686,000  to the
limited partners or $59.42 per limited  partnership  unit) to its partners.  The
distributions consisted of approximately $1,472,000 (approximately $1,428,000 to
the limited partners or $50.33 per limited partnership unit) from operations and
approximately $266,000  (approximately $258,000 to the limited partners or $9.09
per limited  partnership unit) from the remaining proceeds of the refinancing of
the mortgage loans  encumbering The Fairway  Apartments in December 2000. During
the year  ended  December  31,  2000,  the  Partnership  paid  distributions  of
approximately  $3,582,000  (approximately  $3,475,000 to the limited partners or
$122.48  per  limited  partnership  unit)  to its  partners.  The  distributions
consisted  of  approximately  $988,000  (approximately  $958,000  to the limited
partners  or  $33.77  per  limited   partnership   unit)  from   operations  and
approximately  $2,594,000  (approximately  $2,517,000 to the limited partners or
$88.71 per limited partnership unit) from the proceeds of the refinancing of the
mortgage loans  encumbering  Fairway  Apartments in December  2000.  Future cash
distributions  will depend on the levels of net cash generated from  operations,
the   availability  of  cash  reserves  and  the  timing  of  debt   maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital improvements to permit distributions to its partners during the
year 2002 or subsequent periods.

In addition to its indirect  ownership of the managing  general partner interest
in the  Partnership,  AIMCO and its affiliates  currently own 16,018.75  limited
partnership  units in the  Partnership  representing  56.46% of the  outstanding
units at December 31, 2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.46% of the  outstanding  units,  AIMCO is in a
position to control all voting  decisions with respect to the  Registrant.  When
voting on matters, AIMCO would in all likelihood vote the units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner.

Recent Accounting Pronouncements

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


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, 2001

      Consolidated  Statements of  Operations - Years ended  December 31, 2001
      and 2000

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 2001 and 2000

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 2001
      and 2000

      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, 2001, and the related  consolidated  statements of
operations,  changes in partners' (deficit) capital,  and cash flows for each of
the two years in the period ended December 31, 2001. 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, 2001, and the consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2001, in conformity with accounting  principles generally accepted in the United
States.


                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 15, 2002



<PAGE>




                          DAVIDSON GROWTH PLUS, L.P.

                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  431
   Receivables and deposits                                                     269
   Restricted escrows                                                           179
   Other assets                                                                 284
   Investment properties (Notes B and E):
       Land                                                  $ 4,650
       Buildings and related personal property                 21,482
                                                               26,132
       Less accumulated depreciation                          (12,765)       13,367
                                                                           $ 14,530
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $ 145
   Tenant security deposit liabilities                                           96
   Accrued property taxes                                                       269
   Other liabilities                                                            274
   Mortgage notes payable (Note B)                                           14,164

Minority interest                                                                34

Partners' (Deficit) Capital
   General partners                                           $ (831)
   Limited partners (28,371.75 units issued and
      outstanding)                                                379          (452)
                                                                           $ 14,530

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


                          DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per unit data)
<TABLE>
<CAPTION>

                                                                     Years Ended
                                                                    December 31,
                                                               2001            2000
Revenues:
<S>                                                          <C>             <C>
   Rental income                                             $ 5,623         $ 5,427
   Other income                                                  446             374
      Total revenues                                           6,069           5,801

Expenses:
   Operating                                                   2,029           2,031
   General and administrative                                    281             310
   Depreciation                                                  992             957
   Interest                                                    1,162           1,015
   Property taxes                                                520             507
      Total expenses                                           4,984           4,820

Income before minority interest in net income of
   joint venture and extraordinary item                        1,085             981

Minority interest in net income of joint venture                (108)            (95)

Income before extraordinary item                                 977             886

Extraordinary loss on early extinguishment of debt
   (Note B)                                                       --            (231)

Net income (Note C)                                           $ 977           $ 655

Net income allocated to general partners (3%)                  $ 29            $ 20

Net income allocated to limited partners (97%)                   948             635

                                                              $ 977           $ 655
Per limited partnership unit:
   Income before extraordinary item                          $ 33.41         $ 30.28
   Extraordinary loss on early extinguishment of debt             --           (7.90)

Net income                                                   $ 33.41         $ 22.38

Distributions per limited partnership unit                   $ 59.42         $122.48

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                          DAVIDSON GROWTH PLUS, L.P.

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


<TABLE>
<CAPTION>

                                         Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

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

Partners' (deficit) capital at
  December 31, 1999                     28,371.75      $ (721)    $ 3,957    $ 3,236

Distributions to partners                     --         (107)     (3,475)    (3,582)

Net income for the year ended
  December 31, 2000                           --           20         635        655

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

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

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

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

        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,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                              <C>          <C>
   Net income                                                    $ 977        $ 655
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation                                                  992          957
      Casualty gain                                                 (22)          --
      Amortization of discounts and loan costs                       67          109
      Extraordinary loss on early extinguishment of debt             --          231
      Minority interest in net income of joint venture              108           95
      Change in accounts:
        Receivables and deposits                                    166          (69)
        Other assets                                                (47)          (3)
        Accounts payable                                             29           36
        Tenant security deposit liabilities                         (10)         (14)
        Accrued property taxes                                       16           56
        Other liabilities                                            80         (123)
         Net cash provided by operating activities                2,356        1,930

Cash flows from investing activities:
   Property improvements and replacements                          (502)        (783)
   Net (deposits to) receipts from restricted escrows                (3)          91
   Insurance proceeds received                                       32           --
         Net cash used in investing activities                     (473)        (692)

Cash flows from financing activities:
   Payments on mortgage notes payable                              (282)        (270)
   Repayment of mortgage notes payable                               --       (3,599)
   Proceeds from mortgage note payable                               --        6,575
   Loan costs paid                                                  (15)        (122)
   Prepayment penalty                                                --         (129)
   Distributions to partners                                     (1,738)      (3,582)
   Distributions to minority partner                               (178)         (96)
         Net cash used in financing activities                   (2,213)      (1,223)

Net (decrease) increase in cash and cash equivalents               (330)          15
Cash and cash equivalents at beginning of year                      761          746
Cash and cash equivalents at end of year                         $ 431        $ 761

Supplemental disclosure of cash flow information:
   Cash paid for interest                                       $ 1,048       $ 920

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                          DAVIDSON GROWTH PLUS, L.P.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001


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.  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.  In accordance
with Statement of Financial  Accounting  Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of", the  Partnership  records  impairment  losses on long-lived  assets used in
operations  whenevents  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,  2001 and  2000,  no  adjustments  for  impairment  of value  were
necessary. See "Recent Accounting Pronouncements" below.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $304,000 at  December  31, 2001 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 its space
and is current on rental payments.

Restricted Escrows

General reserve  accounts were  established  with a portion of the proceeds from
the 1993  financing of Brighton  Crest  Apartments  and The Village  Apartments.
These funds were  established to cover  necessary  repairs and  replacements  of
existing  improvements,   debt  service,  out-of-pocket  expenses  incurred  for
ordinary and necessary administrative tasks, and payments of real property taxes
and insurance  premiums.  The  Partnership  is required to deposit net operating
income (as defined in the mortgage notes) from Brighton Crest Apartments and The
Village Apartments to the respective reserve accounts until the reserve accounts
equal the minimum of $400 and the maximum of $1,000 per apartment  unit for each
respective  property.  At December  31, 2001,  the balance in the reserves  were
approximately $179,000.

Advertising

The  Partnership  expenses the costs of  advertising  as  incurred.  Advertising
expense, included in operating expenses, was approximately $125,000 and $143,000
for the years ended December 31, 2001 and 2000, respectively.

Fair Value of Financial Instruments

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

Leases

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

Loan Costs

Loan  costs  of  approximately  $517,000,   less  accumulated   amortization  of
approximately  $322,000,  are included in other  assets and are being  amortized
over  the  life  of the  loans  using  the  straight-line  method.  The  related
amortization expense is included in interest expense.

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. The
Managing General Partner believes that segment-based disclosures will not result
in a more meaningful  presentation than the consolidated financial statements as
currently presented.

Recent Accounting Pronouncements

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


Note B - Mortgage Notes Payable
<TABLE>
<CAPTION>

                       Principal        Monthly                               Principal
                      Balance At        Payment        Stated                  Balance
                     December 31,      Including      Interest   Maturity      Due At
Property                 2001           Interest        Rate       Date       Maturity
                              (in thousands)                               (in thousands)
Brighton Crest
<S>            <C>      <C>              <C>            <C>      <C>   <C>     <C>
  1st mortgage (3)      $ 5,743          $ 47           7.83%    10/15/03      $ 5,516
  2nd mortgage (3)          199             1 (1)       7.83%    10/15/03          199
The Fairway
  1st mortgage            6,436            52           7.27%    01/01/21           --
The Village
  1st mortgage (3)        1,766            14           7.83%    10/15/03        1,697
  2nd mortgage (3)           61            -- (2)       7.83%    10/15/03           61
                         14,205          $114                                  $ 7,473
Less unamortized
  discounts                 (41)

Totals                  $14,164
</TABLE>

(1)   Interest only payments.

(2)   Monthly payment is interest only and is less than $1,000.

(3)   Mortgages  refinanced  subsequent to December 31, 2001 (see "Note H" for
      further discussion).

The  discount is reflected  as a reduction  of the  mortgage  notes  payable and
increases the effective rate of the debt to 8.13% for Brighton Crest  Apartments
and The Village Apartments.

The mortgage notes payable are non-recourse and are secured by pledge of certain
of the  Partnership's  rental  properties  including the  respective  property's
revenues.  Certain of the notes require prepayment  penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.

On December 15, 2000, the  Partnership  refinanced the mortgage  encumbering The
Fairway  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$3,599,000  with a new  mortgage in the amount of  $6,575,000.  The new mortgage
carries a stated interest rate of 7.27% as compared to the 7.6% interest rate on
the old  mortgage.  Payments on the mortgage loan are due monthly until the loan
matures  on January 1, 2021.  Total  capitalized  loan costs were  approximately
$122,000  during the year ended  December  31,  2000.  Additional  loan costs of
approximately  $15,000 were capitalized during the year ended December 31, 2001.
The Partnership  recognized an extraordinary loss on the early extinguishment of
debt of  approximately  $231,000 due to the write-off of unamortized loan costs,
the write-off of an  unamortized  debt discount and a prepayment  penalty during
the year ended December 31, 2000.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2001, are as follows (in thousands):

                      Years Ending December 31,
                                2002                $   317
                                2003                  7,788
                                2004                    187
                                2005                    201
                                2006                    216
                             Thereafter               5,496
                                                    $14,205

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

                                           2001         2000
       Net income as reported              $ 977       $ 655
       Add (deduct):
       Depreciation differences               (69)        (72)
       Unearned income                         11          46
       Minority interest                      108          95
       Other                                  146        (109)

       Federal taxable income             $ 1,173      $ 615

       Federal taxable income per
         limited partnership unit         $ 36.67     $ 21.03

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

Net liabilities as reported                      $ (452)
Land and buildings                                5,651
Accumulated depreciation                            519
Syndication and distribution costs                3,766
Other                                              (449)
Net assets - Federal tax basis                  $ 9,035

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.

The  following  amounts  were paid or accrued to the  Managing  General  Partner
and/or its affiliates during the years ended December 31, 2001 and 2000:

                                                   2001        2000
                                                    (in thousands)
Property management fees (included in
  operating expenses)                              $308        $295
Reimbursement for services of affiliates
  (included in general and administrative
  expenses and investment properties)               350         163
Subordinated management fee (included in
  general and administrative expenses)               29          30
Loan costs (included in other assets)                --          14

During the years ended  December 31, 2001 and 2000,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $308,000 and
$295,000 for the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $350,000 and
$163,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Managing  General Partner of  approximately  $194,000 and
$1,000,  for the years  ended  December  31,  2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year  additions at the  investment  properties and are
being depreciated over 15 years.

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.  Subordinated Partnership management fees of approximately $163,000
were paid with the  distribution of the refinance  proceeds from the refinancing
of The Fairway  Apartments in December 2000.  Partnership  management  fees were
approximately  $29,000 and $30,000  for the years  ended  December  31, 2001 and
2000, respectively.  Unpaid and accrued subordinated Partnership management fees
at December 31, 2001 are approximately $29,000.

In addition to reimbursement for services of affiliates, the Partnership paid an
affiliate of the Managing General Partner  approximately  $14,000 for loan costs
related to the  refinancing  of The  Fairways  Apartments  during the year ended
December 31, 2000. These costs were capitalized and are included in other assets
on the consolidated balance sheet.

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

In addition to its indirect  ownership of the managing  general partner interest
in the  Partnership,  AIMCO and its affiliates  currently own 16,018.75  limited
partnership  units in the  Partnership  representing  56.46% of the  outstanding
units at December 31, 2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.46% of the  outstanding  units,  AIMCO is in a
position to control all voting  decisions with respect to the  Registrant.  When
voting on matters, AIMCO would in all likelihood vote the units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner.

Note E - Investment Properties and Accumulated Depreciation

<TABLE>
<CAPTION>

                                               Initial Cost
                                              To Partnership
                                              (in thousands)
                                                      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                $ 5,942       $ 2,619      $13,122            $(1,923)
The Fairway
  Apartments                  6,436         2,560        3,883                857
The Village
  Apartments                  1,827           615        3,799                600

        Totals              $14,205       $ 5,794      $20,804            $ (466)

</TABLE>

<TABLE>
<CAPTION>

                Gross Amount At Which
                       Carried
                 At December 31, 2001
                    (in thousands)
                       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    $11,907   $13,818    $ 7,226         1987      09/87        25
The Fairway    2,213      5,087     7,300      3,063         1979      05/88        25
The Village      526      4,488     5,014      2,476         1986      05/88        25

   Totals    $ 4,650    $21,482   $26,132    $12,765
</TABLE>

The  depreciable  lives included above are for the  buildings.  The  depreciable
lives for related personal property are 5 to 15 years.

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                              Years Ended December 31,
                                                 2001          2000
                                                   (in thousands)
Investment Properties
Balance at beginning of year                    $25,653       $24,870
  Property improvements                             502           783
  Disposals of property                             (23)           --
Balance at end of year                          $26,132       $25,653

Accumulated Depreciation
Balance at beginning of year                    $11,786       $10,829
  Additions charged to expense                      992           957
  Disposals of property                             (13)           --
Balance at end of year                          $12,765       $11,786

The aggregate  cost of investment  properties for Federal income tax purposes at
December  31,  2001 and 2000,  is  approximately  $28,664,000  and  $28,228,000,
respectively.  Total accumulated depreciation for Federal income tax purposes at
December  31,  2001 and 2000,  is  approximately  $11,019,000  and  $10,059,000,
respectively.

Note F - Distributions to Partners

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $1,738,000  (approximately  $1,686,000  to the
limited partners or $59.42 per limited  partnership  unit) to its partners.  The
distributions consisted of approximately $1,472,000 (approximately $1,428,000 to
the limited partners or $50.33 per limited partnership unit) from operations and
approximately $266,000  (approximately $258,000 to the limited partners or $9.09
per limited  partnership unit) from the remaining proceeds of the refinancing of
the mortgage loans  encumbering The Fairway  Apartments in December 2000. During
the year  ended  December  31,  2000,  the  Partnership  paid  distributions  of
approximately  $3,582,000  (approximately  $3,475,000 to the limited partners or
$122.48  per  limited  partnership  unit)  to its  partners.  The  distributions
consisted  of  approximately  $988,000  (approximately  $958,000  to the limited
partners  or  $33.77  per  limited   partnership   unit)  from   operations  and
approximately  $2,594,000  (approximately  $2,517,000 to the limited partners or
$88.71 per limited partnership unit) from the proceeds of the refinancing of the
mortgage loans encumbering Fairway Apartments in December 2000.

Note G - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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

The Managing  General Partner does not anticipate that any costs,  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 that
is not of a routine nature arising in the ordinary course of business.

Note H - Subsequent Event

Subsequent  to December 31,  2001,  the  Partnership  refinanced  the  mortgages
encumbering   Brighton  Crest  Apartments  and  The  Village   Apartments.   The
refinancing  replaced the first  mortgage of  approximately  $5,743,000  and the
second mortgage of  approximately  $199,000 at Brighton Crest  Apartments with a
new mortgage of  $10,640,000.  The  refinancing  replaced the first  mortgage of
approximately $1,766,000 and the second mortgage of approximately $61,000 at The
Village  Apartments  with a new mortgage of $3,633,000.  The new mortgages carry
stated  interest rates of 7.16% and 7.22% for Brighton Crest  Apartments and The
Village Apartments, respectively, as compared to the 7.83% interest rates on the
old  mortgages.  Payments on the mortgage  loans are due monthly until the loans
mature  on  February  1,  2022 at  which  time  they are  scheduled  to be fully
amortized.  Total  capitalized  loan  costs  are  expected  to be  approximately
$436,000 and $225,000 for Brighton Crest Apartments and The Village  Apartments,
respectively.  During the first  quarter  of 2002,  the  Partnership  expects to
recognize  an  extraordinary  loss  on  the  early  extinguishment  of  debt  of
approximately $309,000 and $89,000 for Brighton Crest Apartments and The Village
Apartments,  respectively,  due to the write off of unamortized  loan costs, the
write-off of unamortized debt discounts and prepayment penalties paid.

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

            None.


                                    PART III

Item 9.     Directors and Executive Officers of the Registrant

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

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

     Name                 Age     Position

     Patrick J. Foye       44     Executive Vice President and Director

     Martha L. Long        42     Senior Vice President and Controller

Patrick  J.  Foye  has been  Executive  Vice  President  and  Director  of the
Managing  General  Partner  since  October  1,  1998.  Mr.  Foye has served as
Executive  Vice  President  of AIMCO since May 1998.  Prior to joining  AIMCO,
Mr.  Foye was a partner in the law firm of  Skadden,  Arps,  Slate,  Meagher &
Flom LLP from 1989 to 1998 and was  Managing  Partner of the firm's  Brussels,
Budapest and Moscow  offices from 1992 through  1994.  Mr. Foye is also Deputy
Chairman of the Long Island Power  Authority and serves as a member of the New
York State  Privatization  Council.  He received a B.A.  from Fordham  College
and a J.D. from Fordham University Law School.

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

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

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

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

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Managing  General  Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2001 for filing  with the  Securities  and  Exchange
Commission.

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

Item 10.    Executive Compensation

Neither  the  director  nor the  officers  received  any  remuneration  from the
Registrant for the year ended December 31, 2001.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below,  no security holder was known by the Registrant to be the
beneficial  owner of more than 5% of the Units of the  Registrant as of December
31, 2001.

     Entity                            Number of Units      Percentage

     Insignia Properties, LP               2,482.83            8.75%
       (an affiliate of AIMCO)
     Cooper River Properties, LLC          3,937.00           13.88%
       (an affiliate of AIMCO)
     AIMCO Properties, LP                  9,598.92           33.83%
       (an affiliate of AIMCO)

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

AIMCO Properties,  LP is indirectly ultimately controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

As of December 31, 2001, no director or officer of the Managing  General Partner
owns,  nor do the  directors  or  officers  as a whole  own more  than 1% of the
Registrant's  Units.  No such  director  or  officer  had any  right to  acquire
beneficial ownership of additional Units of the Registrant.

Item 12.    Certain Relationships and Related Transactions

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

The  following  amounts  were paid or accrued to the  Managing  General  Partner
and/or its affiliates during the years ended December 31, 2001 and 2000:

                                                   2001        2000
                                                    (in thousands)

Property management fees                           $308        $295
Reimbursement for services of affiliates            350         163
Subordinated management fee                          29          30
Loan costs                                           --          14

During the years ended  December 31, 2001 and 2000,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $308,000 and
$295,000 for the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $350,000 and
$163,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Managing  General Partner of  approximately  $194,000 and
$1,000,  for the years  ended  December  31,  2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year  additions at the  investment  properties and are
being depreciated over 15 years.

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.  Subordinated Partnership management fees of approximately $163,000
were paid with the  distribution of the refinance  proceeds from the refinancing
of The Fairway  Apartments in December 2000.  Partnership  management  fees were
approximately  $29,000 and $30,000  for the years  ended  December  31, 2001 and
2000, respectively.  Unpaid and accrued subordinated Partnership management fees
at December 31, 2001 are approximately $29,000.

In addition to reimbursement for services of affiliates, the Partnership paid an
affiliate of the Managing General Partner  approximately  $14,000 for loan costs
related to the  refinancing  of The  Fairways  Apartments  during the year ended
December 31, 2000. These costs were capitalized and are included in other assets
on the consolidated balance sheet.

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

In addition to its indirect  ownership of the managing  general partner interest
in the  Partnership,  AIMCO and its affiliates  currently own 16,018.75  limited
partnership  units in the  Partnership  representing  56.46% of the  outstanding
units at December 31, 2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.46% of the  outstanding  units,  AIMCO is in a
position to control all voting  decisions with respect to the  Registrant.  When
voting on matters, AIMCO would in all likelihood vote the units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits

            Exhibit  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.

            Exhibit  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.

      (b)   Reports on Form 8-K:

            None filed during the quarter ended December 31, 2001.


<PAGE>


                                   SIGNATURES



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


                                    DAVIDSON GROWTH PLUS, L.P.


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


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


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                      Date:


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


/s/Patrick J. Foye      Executive Vice President      Date:
Patrick J. Foye         and Director


/s/Martha L. Long       Senior Vice President         Date
Martha L. Long          and Controller



<PAGE>


                                  EXHIBIT INDEX


Exhibit

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

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

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

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

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

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

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

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

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

  10F             Contract  for Purchase of Real Estate for The Terrace at Windy
                  Hill dated August 10, 1987 between The Terrace Shopping Center
                  Joint Venture and Tennessee  Trust Company is  incorporated by
                  reference to Exhibit 10(a) to the Registrant's  Current Report
                  on Form 8-K dated August 31, 1987.

  10G             Assignment  of  Contract  for  Purchase of Real Estate for The
                  Terrace at Windy Hill dated August 31, 1987 between  Tennessee
                  Trust Company and the Registrant, is incorporated by reference
                  to Exhibit 10(b) to the  Registrant's  Current  Report on Form
                  8-K dated August 31, 1987.

  10H             Real Estate Note dated October 9, 1986 executed by The Terrace
                  Shopping  Center Joint Venture payable to  Confederation  Life
                  Insurance  Company  relating to The Terrace at Windy Hill,  is
                  incorporated by reference to Exhibit 10(c) to the Registrant's
                  Current Report on Form 8-K dated August 31, 1987.

  10I             Deed to Secure Debt and Security  Agreement  dated  October 9,
                  1986  executed by The Terrace  Shopping  Center Joint  Venture
                  payable to  Confederation  Life Insurance  Company relating to
                  The Terrace at Windy Hill,  is  incorporated  by  reference to
                  Exhibit 10(d) to the  Registrant's  Current Report on Form 8-K
                  dated August 31, 1987.

  10J             First  Modification  of Real  Estate Note and Deed to Secure
                  Debt and Security  Agreement  filed April 15, 1987  executed
                  by The Terrace  Shopping  Center  Joint  Venture  payable to
                  Confederation   Life  Insurance   Company  relating  to  The
                  Terrace at Windy  Hill,  is  incorporated  by  reference  to
                  Exhibit  10(e) to the  Registrant's  Current  Report on Form
                  8-K dated August 31, 1987.

  10K             Contract  for Purchase of Real Estate for Phase II of Sterling
                  Crest  Apartments  dated March 10, 1987 between Sterling Crest
                  Development  Partners,  Ltd. and Tennessee  Trust Company,  is
                  incorporated by reference to Exhibit 10(a) to the Registrant's
                  Report on Form 8 dated December 29, 1987.

  10L             Tri-Party  Agreement  dated May 22, 1987 among North  Carolina
                  Federal Savings & Loan Association, Sterling Crest Development
                  Partners,   Ltd.  and  Tennessee  Trust  Company  relating  to
                  Sterling Crest  Apartments,  is  incorporated  by reference to
                  Exhibit  10(b)  to the  Registrant's  Report  on  From 8 dated
                  December 29, 1987.

  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.

  10N             Assignment  of  Contract  for  Purchase  of  Real  Estate  and
                  Tri-Party  Agreement dated November 4, 1987 between  Tennessee
                  Trust  Company and Sterling  Crest Joint  Venture  relating to
                  Sterling Crest  Apartments,  is  incorporated  by reference to
                  Exhibit  10(d)  to the  Registrant's  Report  on  Form 8 dated
                  December 29, 1987.

  10O             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.

  10T             Memorandum   of   Understanding   among  SEC  Realty  Corp.,
                  Tennessee  Properties,  L.P., Freeman Mortgage  Corporation,
                  J. Richard Freeman,  W. Criswell Freeman and  Jacques-Miller
                  Properties,  Inc. is  incorporated  by  reference to Exhibit
                  10(T) to the  Registrant's  Annual  Report  on Form 10-K for
                  the fiscal year ended December 31, 1988.

  10U             Partnership  Administration and Consultation Agreement among
                  Freeman Properties,  Inc., Freeman  Diversified  Properties,
                  Inc.,   Residual   Equities   Limited   and   Jacques-Miller
                  Properties,  Inc. is  incorporated  by  reference to Exhibit
                  10(U) to the  Registrant's  Annual  Report  on Form 10-K for
                  the fiscal year ended December 31, 1988.

  10V             Termination   Agreement   dated   December  31,  1991  among
                  Jacques-Miller,  Inc.,  Jacques-Miller  Property Management,
                  Davidson Diversified Properties, Inc., and Supar, Inc.

  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.

  10Z             Contracts related to refinancing of debt:

                  (a)   First  Deeds of Trust  and  Security  Agreement  dated
                        October 28, 1992  between The New  Fairways,  L.P. and
                        Joseph Philip Forte  (Trustee) and First  Commonwealth
                        Realty  Credit  Corporation,  a Virginia  Corporation,
                        securing   Fairway   Apartments  are  incorporated  by
                        reference  to  Exhibit  10Z  (a) of  the  Registrant's
                        Annual  Report  on Form  10-KSB  for the  fiscal  year
                        ended December 31, 1992.

                  (b)   Second  Deeds of Trust and  Security  Agreement  dated
                        October 28, 1992  between The New  Fairways,  L.P. and
                        Joseph Philip Forte  (Trustee) and First  Commonwealth
                        Realty  Credit  Corporation,  a Virginia  Corporation,
                        securing   Fairway   Apartments  are  incorporated  by
                        reference  to  Exhibit  10Z  (b) of  the  Registrant's
                        Annual  Report  on Form  10-KSB  for the  fiscal  year
                        ended December 31, 1992.

                  (c)   First  Assignments of Leases and Rents dated October 28,
                        1992   between  The  New   Fairways,   L.P.   and  First
                        Commonwealth  Realty  Credit  Corporation,   a  Virginia
                        Corporation,    securing    Fairway    Apartments    are
                        incorporated  by  reference  to  Exhibit  10Z (c) of the
                        Registrant's Annual Report on Form 10-KSB for the fiscal
                        year ended December 31, 1992.

                  (d)   Second Assignments of Leases and Rents dated October 28,
                        1992   between  The  New   Fairways,   L.P.   and  First
                        Commonwealth  Realty  Credit  Corporation,   a  Virginia
                        Corporation,    securing    Fairway    Apartments    are
                        incorporated  by  reference  to  Exhibit  10Z (d) of the
                        Registrant's Annual Report on Form 10-KSB for the fiscal
                        year ended December 31, 1992.

                  (e)   First  Deeds of  Trust  Notes  dated  October  28,  1992
                        between The New  Fairways,  L.P. and First  Commonwealth
                        Realty   Credit   Corporation,   relating   to   Fairway
                        Apartments are  incorporated by reference to Exhibit 10Z
                        (e) of the Registrant's Annual Report on Form 10-KSB for
                        the fiscal year ended December 31, 1992.

                  (f)   Second  Deeds of Trust  Notes  dated  October  28,  1992
                        between  The New  Fairways,  L.P.  relating  to  Fairway
                        Apartments are  incorporated by reference to Exhibit 10Z
                        (f) of the Registrant's Annual Report on Form 10-KSB for
                        the fiscal year ended December 31, 1992.

  10AA            Contracts related to refinancing of debt:

                  (a)   First  Deeds  of Trust  and  Security  Agreements  dated
                        September 30, 1993 between  Davidson  Growth Plus,  L.P.
                        and Lexington Mortgage Company, a Virginia  Corporation,
                        securing  The Village  Apartments  are  incorporated  by
                        reference  to  Exhibit  10AA  (a)  of  the  Registrant's
                        Quarterly  Report on Form 10-QSB for the  quarter  ended
                        September 30, 1993.

                  (b)   Second  Deeds of Trust  and  Security  Agreements  dated
                        September 30, 1993 between  Davidson  Growth Plus,  L.P.
                        and Lexington Mortgage Company, a Virginia  Corporation,
                        securing  The Village  Apartments  are  incorporated  by
                        reference  to  Exhibit  10AA  (b)  of  the  Registrant's
                        Quarterly  Report on Form 10-QSB for the  quarter  ended
                        September 30, 1993.

                  (c)   First  Assignments  of Leases and Rents dated  September
                        30,  1993  between   Davidson   Growth  Plus,  L.P.  and
                        Lexington  Mortgage  Company,  a  Virginia  Corporation,
                        securing  The Village  Apartments  are  incorporated  by
                        reference  to  Exhibit  10AA  (c)  of  the  Registrant's
                        Quarterly  Report on Form 10-QSB for the  quarter  ended
                        September 30, 1993.

                  (d)   Second  Assignments of Leases and Rents dated  September
                        30,  1993  between   Davidson   Growth  Plus,  L.P.  and
                        Lexington  Mortgage  Company,  a  Virginia  Corporation,
                        securing  The Village  Apartments  are  incorporated  by
                        reference  to  Exhibit  10AA  (d)  of  the  Registrant's
                        Quarterly  Report on Form 10-QSB for the  quarter  ended
                        September 30, 1993.

                  (e)   First  Deeds of Trust  Notes  dated  September  30, 1993
                        between   Davidson   Growth  Plus,  L.P.  and  Lexington
                        Mortgage Company, relating to The Village Apartments are
                        incorporated  by  reference  to Exhibit  10AA (e) of the
                        Registrant's  Quarterly  Report on Form  10-QSB  for the
                        quarter ended September 30, 1993.

                  (f)   Second  Deeds of Trust  Notes dated  September  30, 1993
                        between   Davidson   Growth  Plus,  L.P.  and  Lexington
                        Mortgage Company, relating to The Village Apartments are
                        incorporated  by  reference  to Exhibit  10AA (f) of the
                        Registrant's  Quarterly  Report on Form  10-QSB  for the
                        quarter ended September 30, 1993.

  10BB            Contracts related to refinancing of debt:

                  (a)   First  Deeds  of Trust  and  Security  Agreements  dated
                        September  30, 1993  between  Brighton  Crest,  L.P. and
                        Lexington  Mortgage  Company,  a  Virginia  Corporation,
                        securing  Brighton Crest  Apartments are incorporated by
                        reference  to  Exhibit  10BB  (a)  of  the  Registrant's
                        Quarterly  Report on Form 10-QSB for the  quarter  ended
                        September 30, 1993.

                  (b)   Second  Deeds of Trust  and  Security  Agreements  dated
                        September  30, 1993  between  Brighton  Crest,  L.P. and
                        Lexington  Mortgage  Company,  a  Virginia  Corporation,
                        securing  Brighton Crest  Apartments are incorporated by
                        reference  to  Exhibit  10BB  (b)  of  the  Registrant's
                        Quarterly  Report on Form 10-QSB for the  quarter  ended
                        September 30, 1993.

                  (c)   First  Assignments  of Leases and Rents dated  September
                        30, 1993 between  Brighton  Crest,  L.P.  and  Lexington
                        Mortgage  Company,  a  Virginia  Corporation,   securing
                        Brighton Crest  Apartments are incorporated by reference
                        to Exhibit 10BB (c) of the Registrant's Quarterly Report
                        on Form 10-QSB for the quarter ended September 30, 1993.

                  (d)   Second  Assignments of Leases and Rents dated  September
                        30, 1993 between  Brighton  Crest,  L.P.  and  Lexington
                        Mortgage  Company,  a  Virginia  Corporation,   securing
                        Brighton Crest  Apartments are incorporated by reference
                        to Exhibit 10BB (d) of the Registrant's Quarterly Report
                        on Form 10-QSB for the quarter ended September 30, 1993.

                  (e)   First  Deeds of Trust  Notes  dated  September  30, 1993
                        between  Brighton  Crest,  L.P. and  Lexington  Mortgage
                        Company,  relating  to  Brighton  Crest  Apartments  are
                        incorporated  by  reference  to Exhibit  10BB (e) of the
                        Registrant's  Quarterly  Report on Form  10-QSB  for the
                        quarter ended September 30, 1993.

                  (f)   Second  Deeds of Trust  Notes dated  September  30, 1993
                        between  Brighton  Crest,  L.P. and  Lexington  Mortgage
                        Company,  relating  to  Brighton  Crest  Apartments  are
                        incorporated  by  reference  to Exhibit  10BB (f) of the
                        Registrant's  Quarterly  Report on Form  10-QSB  for the
                        quarter ended September 30, 1993.

  10CC            Deed Under Power of Sale related to the sale of The Terrace at
                  Windy  Hill  by  Confederation   Life  Insurance   Company  is
                  incorporated  by reference to the exhibit  filed with Form 8-K
                  dated July 6, 1993.

  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, 2000.

  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.

  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.

  16              Letter from the  Registrant's  former  independent  accountant
                  regarding  its  concurrence  with the  statements  made by the
                  Registrant is  incorporated  by reference to the exhibit filed
                  with Form 8-K dated September 30, 1992.

  21              Subsidiaries.

  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>
                                                       FHLMC Loan No.: 002548739

                                MULTIFAMILY NOTE
                     (MULTISTATE - REVISION DATE 11-01-2000)
                              (Village Apartments)

US $3,633,000.00                                           as of January 7, 2002

      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more than one)  promises to pay to the order of ARCS  COMMERCIAL  MORTGAGE  CO.,
L.P., a California limited  partnership,  the principal sum of Three Million Six
Hundred  Thirty-Three  Thousand  and 00/100  Dollars  (US  $3,633,000.00),  with
interest on the unpaid principal  balance at the annual rate of Seven and 22/100
percent (7.22%).

      1. Defined  Terms.  As used in this Note,  (i) the term "Lender" means the
holder of this Note,  and (ii) the term  "Indebtedness"  means the principal of,
interest  on,  and any other  amounts  due at any time  under,  this  Note,  the
Security Instrument or any other Loan Document,  including  prepayment premiums,
late  charges,  default  interest,  and  advances to protect the security of the
Security  Instrument  under  Section 12 of the  Security  Instrument.  "Event of
Default"  and other  capitalized  terms used but not  defined in this Note shall
have the meanings given to such terms in the Security Instrument.

      2. Address for Payment.  All payments due under this Note shall be payable
at 26901 Agoura Road,  Suite 200,  Calabasas  Hills,  California  91301, or such
other place as may be designated by written notice to Borrower from or on behalf
of Lender.

      3.  Payment of Principal and Interest. Principal  and  interest  shall be
paid as follows:

      (a) Unless  disbursement of principal is made by Lender to Borrower on the
first  day of the  month,  interest  for the  period  beginning  on the  date of
disbursement and ending on and including the last day of the month in which such
disbursement is made shall be payable  simultaneously with the execution of this
Note.  Interest under this Note shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

      (b) Consecutive  monthly  installments of principal and interest,  each in
the amount of Twenty-Eight  Thousand Six Hundred  Forty-Eight and 36/100 Dollars
(US  $28,648.36),  shall be payable on the first day of each month  beginning on
March 1, 2002, until the entire unpaid principal  balance evidenced by this Note
is fully paid.

      (c) Any accrued  interest  remaining  past due for 30 days or more may, at
Lender's discretion, be added to and become part of the unpaid principal balance
and shall bear  interest at the rate or rates  specified  in this Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on February 1, 2022 or on any earlier date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

      (d) Any regularly  scheduled monthly installment of principal and interest
that is  received  by Lender  before  the date it is due shall be deemed to have
been  received on the due date solely for the  purpose of  calculating  interest
due.

      4. Application of Payments. If at any time Lender receives,  from Borrower
or otherwise,  any amount applicable to the Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

      5.  Security.  The  Indebtedness  is  secured,  among other  things,  by a
multifamily mortgage,  deed to secure debt or deed of trust dated as of the date
of this Note (the "Security Instrument"),  and reference is made to the Security
Instrument for other rights of Lender as to collateral for the Indebtedness.

      6.  Acceleration.  If an Event of Default has occurred and is  continuing,
the entire  unpaid  principal  balance,  any accrued  interest,  the  prepayment
premium  payable under Paragraph 10, if any, and all other amounts payable under
this Note and any other Loan Document  shall at once become due and payable,  at
the option of Lender,  without any prior notice to Borrower (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

      7. Late Charge. If any monthly amount payable under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

      8. Default  Rate. So long as (a) any monthly  installment  under this Note
remains past due for thirty (30) days or more, or (b) any other Event of Default
has occurred  and is  continuing,  interest  under this Note shall accrue on the
unpaid  principal  balance  from the earlier of the due date of the first unpaid
monthly  installment  or the  occurrence  of such  other  Event of  Default,  as
applicable,  at a rate  (the  "Default  Rate")  equal to the  lesser of four (4)
percentage  points above the rate stated in the first paragraph of this Note and
the maximum  interest rate which may be collected from Borrower under applicable
law. If the unpaid  principal  balance and all accrued  interest are not paid in
full on the Maturity Date, the unpaid principal balance and all accrued interest
shall bear interest  from the Maturity  Date at the Default Rate.  Borrower also
acknowledges that its failure to make timely payments will cause Lender to incur
additional  expenses in servicing and processing the Loan, that, during the time
that any monthly  installment under this Note is delinquent for more than thirty
(30) days, Lender will incur additional costs and expenses arising from its loss
of the use of the money due and from the adverse  impact on Lender's  ability to
meet  its  other   obligations  and  to  take  advantage  of  other   investment
opportunities,  and that it is extremely  difficult and impractical to determine
those additional costs and expenses. Borrower also acknowledges that, during the
time that any monthly  installment  under this Note is delinquent  for more than
thirty (30) days or any other Event of Default has occurred  and is  continuing,
Lender's risk of nonpayment of this Note will be materially increased and Lender
is entitled to be compensated for such increased risk.  Borrower agrees that the
increase in the rate of  interest  payable  under this Note to the Default  Rate
represents a fair and reasonable estimate, taking into account all circumstances
existing on the date of this Note, of the additional  costs and expenses  Lender
will incur by reason of the  Borrower's  delinquent  payment and the  additional
compensation Lender is entitled to receive for the increased risks of nonpayment
associated with a delinquent loan.

      9.    Limits on Personal Liability.

      (a) Except as otherwise  provided in this Paragraph 9, Borrower shall have
no personal liability under this Note, the Security Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

      (b) Borrower  shall be personally  liable to Lender for the repayment of a
portion of the Indebtedness equal to zero percent (0%) of the original principal
balance of this Note,  plus any other  amounts for which  Borrower  has personal
liability under this Paragraph 9.

      (c) In addition to Borrower's  personal  liability  under  Paragraph 9(b),
Borrower  shall be  personally  liable to Lender for the  repayment of a further
portion of the Indebtedness  equal to any loss or damage suffered by Lender as a
result of (1) failure of Borrower to pay to Lender upon demand after an Event of
Default all Rents to which Lender is entitled under Section 3(a) of the Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

      (d) For  purposes  of  determining  Borrower's  personal  liability  under
Paragraph  9(b)  and  Paragraph  9(c),  all  payments  made by  Borrower  or any
guarantor of this Note with respect to the Indebtedness and all amounts received
by Lender from the enforcement of its rights under the Security Instrument shall
be applied first to the portion of the  Indebtedness  for which  Borrower has no
personal liability.

      (e) Borrower shall become personally liable to Lender for the repayment of
all of the  Indebtedness  upon the occurrence of any of the following  Events of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

      (f) In addition to any personal  liability for the Indebtedness,  Borrower
shall  be  personally  liable  to  Lender  for  (1)  the  performance  of all of
Borrower's  obligations under Section 18 of the Security Instrument (relating to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

      (g)  To the  extent  that  Borrower  has  personal  liability  under  this
Paragraph 9, Lender may exercise its rights against Borrower  personally without
regard to whether Lender has exercised any rights against the Mortgaged Property
or any other security,  or pursued any rights against any guarantor,  or pursued
any other rights  available to Lender under this Note, the Security  Instrument,
any other Loan Document or applicable law. For purposes of this Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

      10.   Voluntary and Involuntary Prepayments.

      (a)  A  prepayment  premium  shall  be  payable  in  connection  with  any
prepayment (any receipt by Lender of principal, other than principal required to
be paid in  monthly  installments  pursuant  to  Paragraph  3(b),  prior  to the
scheduled  Maturity Date set forth in Paragraph 3(c) under this Note as provided
below:

            (1)  Borrower  may  voluntarily  prepay all of the unpaid  principal
balance  of this  Note  on a  Business  Day  designated  as the  date  for  such
prepayment  in a written  notice from  Borrower to Lender given at least 30 days
prior to the date of such  prepayment.  Such prepayment  shall be made by paying
(A) the amount of principal  being prepaid,  (B) all accrued  interest,  (C) all
other sums due  Lender at the time of such  prepayment,  and (D) the  prepayment
premium  calculated  pursuant to Paragraph 10(c). For all purposes including the
accrual of interest, any prepayment received by Lender on any day other than the
last calendar day of the month shall be deemed to have been received on the last
calendar day of such month.  For  purposes of this Note, a "Business  Day" means
any day other than a  Saturday,  Sunday or any other day on which  Lender is not
open for business. Unless expressly provided for in the Loan Documents, Borrower
shall not have the  option to  voluntarily  prepay  less than all of the  unpaid
principal balance.  However, if a partial prepayment is provided for in the Loan
Documents or is accepted by Lender in Lender's discretion,  a prepayment premium
calculated pursuant to Paragraph 10(c) shall be due and payable by Borrower.

            (2) Upon Lender's  exercise of any right of acceleration  under this
Note,  Borrower shall pay to Lender,  in addition to the entire unpaid principal
balance  of this  Note  outstanding  at the  time of the  acceleration,  (A) all
accrued interest and all other sums due Lender,  and (B) the prepayment  premium
calculated pursuant to Paragraph 10(c).

            (3) Any application by Lender of any collateral or other security to
the repayment of any portion of the unpaid principal  balance of this Note prior
to the Maturity Date and in the absence of acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

      (b)  Notwithstanding  the  provisions  of Paragraph  10(a),  no prepayment
premium  shall be payable  with  respect to (A) any  prepayment  made during the
period from one hundred eighty (180) days before the scheduled  Maturity Date to
the scheduled Maturity Date, or (B) any prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

      (c) Any  prepayment  premium  payable under this Note shall be computed as
follows:

            (1) If the  prepayment is made between the date of this Note and the
date that is one hundred  eighty  (180)  months after the first day of the first
calendar month following the date of this Note (the "Yield Maintenance Period"),
the prepayment  premium shall be whichever is the greater of  subparagraphs  (i)
and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,
                  by
                  (B)   the excess (if any) of the  Monthly Note  Rate  over the
                        Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
            apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            7.500% U.S.  Treasury  Security due January 1, 2016,  as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

      (d) Any permitted or required prepayment of less than the unpaid principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

      (e)  Borrower  recognizes  that any  prepayment  of the  unpaid  principal
balance of this Note,  whether  voluntary or  involuntary  or  resulting  from a
default  by  Borrower,   will  result  in  Lender's  incurring  loss,  including
reinvestment loss,  additional expense and frustration or impairment of Lender's
ability to meet its  commitments  to third  parties.  Borrower  agrees to pay to
Lender  upon demand  damages for the  detriment  caused by any  prepayment,  and
agrees that it is extremely difficult and impractical to ascertain the extent of
such damages.  Borrower  therefore  acknowledges and agrees that the formula for
calculating  prepayment  premiums set forth in this Note represents a reasonable
estimate of the damages Lender will incur because of a prepayment.

      (f) Borrower further  acknowledges that the prepayment  premium provisions
of this  Note  are a  material  part of the  consideration  for  the  Loan,  and
acknowledges that the terms of this Note are in other respects more favorable to
Borrower as a result of the  Borrower's  voluntary  agreement to the  prepayment
premium provisions.

      11. Costs and Expenses.  To the fullest extent allowed by applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

      12.  Forbearance.  Any  forbearance  by Lender in exercising  any right or
remedy under this Note, the Security  Instrument,  or any other Loan Document or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

      13. Waivers.  Presentment,  demand, notice of dishonor, protest, notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

      14. Loan  Charges.  Neither this Note nor any of the other Loan  Documents
shall be construed to create a contract for the use, forbearance or detention of
money requiring  payment of interest at a rate greater than the maximum interest
rate  permitted  to be charged  under  applicable  law.  If any  applicable  law
limiting the amount of interest or other charges  permitted to be collected from
Borrower in  connection  with the Loan is  interpreted  so that any  interest or
other charge provided for in any Loan Document, whether considered separately or
together with other charges  provided for in any other Loan  Document,  violates
that law, and Borrower is entitled to the benefit of that law,  that interest or
charge is hereby reduced to the extent  necessary to eliminate  that  violation.
The  amounts,  if any,  previously  paid to Lender  in  excess of the  permitted
amounts  shall be applied by Lender to reduce  the unpaid  principal  balance of
this Note.  For the purpose of  determining  whether any applicable law limiting
the amount of interest or other charges  permitted to be collected from Borrower
has been violated,  all Indebtedness that constitutes  interest,  as well as all
other charges made in connection with the Indebtedness that constitute interest,
shall be deemed to be allocated  and spread  ratably over the stated term of the
Note. Unless otherwise required by applicable law, such allocation and spreading
shall be  effected  in such a manner  that the rate of  interest  so computed is
uniform throughout the stated term of the Note.

     15. Commercial Purpose.  Borrower represents that the Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal, family, household, or agricultural
purposes.

     16. Counting of Days.  Except where otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

     17.  Governing  Law.  This  Note  shall  be  governed  by  the  law  of the
jurisdiction in which the Land is located.

     18.  Captions.  The  captions  of the  paragraphs  of  this  Note  are  for
convenience only and shall be disregarded in construing this Note.

      19.  Notices;  Written  Modifications.  All  notices,  demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

      20.  Consent  to  Jurisdiction   and  Venue.   Borrower  agrees  that  any
controversy  arising  under or in  relation  to this  Note  shall  be  litigated
exclusively  in the  jurisdiction  in which the Land is located  (the  "Property
Jurisdiction").  The state and federal courts and authorities with  jurisdiction
in  the  Property  Jurisdiction  shall  have  exclusive  jurisdiction  over  all
controversies  which shall  arise  under or in  relation to this Note.  Borrower
irrevocably consents to service,  jurisdiction, and venue of such courts for any
such  litigation  and waives any other  venue to which it might be  entitled  by
virtue of domicile, habitual residence or otherwise.

      21.  WAIVER OF TRIAL BY JURY.  BORROWER  AND LENDER EACH (A) AGREES NOT TO
ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE  ARISING OUT OF THIS NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

      | X |   Exhibit A       Modifications to Multifamily Note


                    [Remainder of Page Intentionally Left Blank]


<PAGE>




      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.

                                    BORROWER:

                                    AIMCO VILLAGE, L.P., a Delaware limited
                                    partnership

                                    By:   AIMCO Village GP, L.L.C., a Delaware
                                          limited liability company, its General
                                          Partner

                                         By:   Davidson Growth Plus, L.P., a
                                               Delaware limited partnership, its
                                               Sole Member

                                                By:   Davidson Growth Plus GP
                                                      Corporation, a Delaware
                                                      corporation, its Managing
                                                      General Partner


                                                      By:
                                                           Patti K. Fielding
                                                           Senior Vice President


                                                    74-3024846
                                   Borrower's Social Security/Employer ID Number



                     [Endorsement Appears on Following Page]


<PAGE>



                                  PAY TO THE ORDER OF __________________
                                  WITHOUT RECOURSE AS OF THE 7TH DAY OF JANUARY,
                                  2002.


                                    ARCS COMMERCIAL MORTGAGE CO., L.P., a
                                    California limited partnership

                                    By:   ACMC Realty, Inc., a California
                                          corporation, its general partner


                                          By:
                                             ---------------------------
                                                Shelly Eisenberg
                                                Vice President

<PAGE>


                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE


The  following  modifications  are made the text of the  Multifamily  Note  that
precedes this Exhibit A:

1. The first  sentence  of  Paragraph 8 of the Note  ("Default  Rate") is hereby
   deleted and replaced with the following:

      So long as (a) any monthly  installment  under this Note  remains past due
      for more  than  thirty  (30) days or (b) any other  Event of  Default  has
      occurred and is  continuing,  interest under this Note shall accrue on the
      unpaid  principal  balance  from the  earlier of the due date of the first
      unpaid  monthly  installment  or the  occurrence  of such  other  Event of
      Default, as applicable, at a rate (the "Default Rate") equal to the lesser
      of (1) the maximum  interest  rate which may be  collected  from  Borrower
      under  applicable  law or (2) the greater of (i) three  percent (3%) above
      the Interest  Rate or (ii) four percent  (4.0%) above the  then-prevailing
      Prime Rate.  As used herein,  the term "Prime Rate" shall mean the rate of
      interest  announced  by The Wall Street  Journal  from time to time as the
      "Prime Rate".

2. Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)         failure  by  Borrower  to pay the  amount  of the  water  and  sewer
            charges,  taxes,  fire, hazard or other insurance  premiums,  ground
            rents,  assessments or other charges in accordance with the terms of
            the Security Instrument.

3. Paragraph 19 is modified by deleting: "; provided, however, that in the event
of a Transfer under the terms of the Security Instrument,  any or some or all of
the Modifications to Multifamily Note may be modified or rendered void by Lender
at Lender's option by notice to Borrower/transferee" in the last sentence of the
Paragraph; and by adding the following new sentence:

      The Modifications to Multifamily Note set forth in this Exhibit A shall be
null and void  unless  title to the  Mortgaged  Property  is vested in an entity
whose  Controlling  Interest(s) are directly or indirectly held by AIMCO REIT or
AIMCO OP.  The  capitalized  terms  used in this  paragraph  are  defined in the
Security Instrument.

<PAGE>
                                                     FHLMC Loan No.: 002694832

                                MULTIFAMILY NOTE
                    (MULTISTATE - REVISION DATE 11-01-2000)
                           (Brighton Crest Apartments)

US $10,640,000.00                                         as of January 10, 2002

      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more than one)  promises to pay to the order of ARCS  COMMERCIAL  MORTGAGE  CO.,
L.P., a California  limited  partnership,  the  principal sum of Ten Million Six
Hundred Forty Thousand and 00/100 Dollars (US $10,640,000.00),  with interest on
the unpaid  principal  balance at the annual rate of Seven and 160/1000  percent
(7.160%).

      1. Defined  Terms.  As used in this Note,  (i) the term "Lender" means the
holder of this Note,  and (ii) the term  "Indebtedness"  means the principal of,
interest  on,  and any other  amounts  due at any time  under,  this  Note,  the
Security Instrument or any other Loan Document,  including  prepayment premiums,
late  charges,  default  interest,  and  advances to protect the security of the
Security  Instrument  under  Section 12 of the  Security  Instrument.  "Event of
Default"  and other  capitalized  terms used but not  defined in this Note shall
have the meanings given to such terms in the Security Instrument.

      2. Address for Payment.  All payments due under this Note shall be payable
at 26901 Agoura Road,  Suite 200,  Calabasas  Hills,  California  91301, or such
other place as may be designated by written notice to Borrower from or on behalf
of Lender.

      3.    Payment of Principal  and Interest.  Principal and interest  shall
be paid as follows:

      (a) Unless  disbursement of principal is made by Lender to Borrower on the
first  day of the  month,  interest  for the  period  beginning  on the  date of
disbursement and ending on and including the last day of the month in which such
disbursement is made shall be payable  simultaneously with the execution of this
Note.  Interest under this Note shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

      (b) Consecutive  monthly  installments of principal and interest,  each in
the amount of Eighty-Three  Thousand Five Hundred Sixteen and 76/100 Dollars (US
$83,516.76),  shall be payable on the first day of each month beginning on March
1, 2002,  until the entire unpaid  principal  balance  evidenced by this Note is
fully paid.

      (c) Any accrued  interest  remaining  past due for 30 days or more may, at
Lender's discretion, be added to and become part of the unpaid principal balance
and shall bear  interest at the rate or rates  specified  in this Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on February 1, 2022 or on any earlier date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

      (d) Any regularly  scheduled monthly installment of principal and interest
that is  received  by Lender  before  the date it is due shall be deemed to have
been  received on the due date solely for the  purpose of  calculating  interest
due.

      4. Application of Payments. If at any time Lender receives,  from Borrower
or otherwise,  any amount applicable to the Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

      5.  Security.  The  Indebtedness  is  secured,  among other  things,  by a
multifamily mortgage,  deed to secure debt or deed of trust dated as of the date
of this Note (the "Security Instrument"),  and reference is made to the Security
Instrument for other rights of Lender as to collateral for the Indebtedness.

      6.  Acceleration.  If an Event of Default has occurred and is  continuing,
the entire  unpaid  principal  balance,  any accrued  interest,  the  prepayment
premium  payable under Paragraph 10, if any, and all other amounts payable under
this Note and any other Loan Document  shall at once become due and payable,  at
the option of Lender,  without any prior notice to Borrower (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

      7. Late Charge. If any monthly amount payable under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

      8. Default  Rate. So long as (a) any monthly  installment  under this Note
remains past due for thirty (30) days or more, or (b) any other Event of Default
has occurred  and is  continuing,  interest  under this Note shall accrue on the
unpaid  principal  balance  from the earlier of the due date of the first unpaid
monthly  installment  or the  occurrence  of such  other  Event of  Default,  as
applicable,  at a rate  (the  "Default  Rate")  equal to the  lesser of four (4)
percentage  points above the rate stated in the first paragraph of this Note and
the maximum  interest rate which may be collected from Borrower under applicable
law. If the unpaid  principal  balance and all accrued  interest are not paid in
full on the Maturity Date, the unpaid principal balance and all accrued interest
shall bear interest  from the Maturity  Date at the Default Rate.  Borrower also
acknowledges that its failure to make timely payments will cause Lender to incur
additional  expenses in servicing and processing the Loan, that, during the time
that any monthly  installment under this Note is delinquent for more than thirty
(30) days, Lender will incur additional costs and expenses arising from its loss
of the use of the money due and from the adverse  impact on Lender's  ability to
meet  its  other   obligations  and  to  take  advantage  of  other   investment
opportunities,  and that it is extremely  difficult and impractical to determine
those additional costs and expenses. Borrower also acknowledges that, during the
time that any monthly  installment  under this Note is delinquent  for more than
thirty (30) days or any other Event of Default has occurred  and is  continuing,
Lender's risk of nonpayment of this Note will be materially increased and Lender
is entitled to be compensated for such increased risk.  Borrower agrees that the
increase in the rate of  interest  payable  under this Note to the Default  Rate
represents a fair and reasonable estimate, taking into account all circumstances
existing on the date of this Note, of the additional  costs and expenses  Lender
will incur by reason of the  Borrower's  delinquent  payment and the  additional
compensation Lender is entitled to receive for the increased risks of nonpayment
associated with a delinquent loan.

      9.    Limits on Personal Liability.

      (a) Except as otherwise  provided in this Paragraph 9, Borrower shall have
no personal liability under this Note, the Security Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

      (b) Borrower  shall be personally  liable to Lender for the repayment of a
portion of the Indebtedness equal to zero percent (0%) of the original principal
balance of this Note,  plus any other  amounts for which  Borrower  has personal
liability under this Paragraph 9.

      (c) In addition to Borrower's  personal  liability  under  Paragraph 9(b),
Borrower  shall be  personally  liable to Lender for the  repayment of a further
portion of the Indebtedness  equal to any loss or damage suffered by Lender as a
result of (1) failure of Borrower to pay to Lender upon demand after an Event of
Default all Rents to which Lender is entitled under Section 3(a) of the Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

      (d) For  purposes  of  determining  Borrower's  personal  liability  under
Paragraph  9(b)  and  Paragraph  9(c),  all  payments  made by  Borrower  or any
guarantor of this Note with respect to the Indebtedness and all amounts received
by Lender from the enforcement of its rights under the Security Instrument shall
be applied first to the portion of the  Indebtedness  for which  Borrower has no
personal liability.

      (e) Borrower shall become personally liable to Lender for the repayment of
all of the  Indebtedness  upon the occurrence of any of the following  Events of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

      (f) In addition to any personal  liability for the Indebtedness,  Borrower
shall  be  personally  liable  to  Lender  for  (1)  the  performance  of all of
Borrower's  obligations under Section 18 of the Security Instrument (relating to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

      (g)  To the  extent  that  Borrower  has  personal  liability  under  this
Paragraph 9, Lender may exercise its rights against Borrower  personally without
regard to whether Lender has exercised any rights against the Mortgaged Property
or any other security,  or pursued any rights against any guarantor,  or pursued
any other rights  available to Lender under this Note, the Security  Instrument,
any other Loan Document or applicable law. For purposes of this Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

      10.   Voluntary and Involuntary Prepayments.

      (a)  A  prepayment  premium  shall  be  payable  in  connection  with  any
prepayment (any receipt by Lender of principal, other than principal required to
be paid in  monthly  installments  pursuant  to  Paragraph  3(b),  prior  to the
scheduled  Maturity Date set forth in Paragraph 3(c) under this Note as provided
below:

            (1)  Borrower  may  voluntarily  prepay all of the unpaid  principal
balance  of this  Note  on a  Business  Day  designated  as the  date  for  such
prepayment  in a written  notice from  Borrower to Lender given at least 30 days
prior to the date of such  prepayment.  Such prepayment  shall be made by paying
(A) the amount of principal  being prepaid,  (B) all accrued  interest,  (C) all
other sums due  Lender at the time of such  prepayment,  and (D) the  prepayment
premium  calculated  pursuant to Paragraph 10(c). For all purposes including the
accrual of interest, any prepayment received by Lender on any day other than the
last calendar day of the month shall be deemed to have been received on the last
calendar day of such month.  For  purposes of this Note, a "Business  Day" means
any day other than a  Saturday,  Sunday or any other day on which  Lender is not
open for business. Unless expressly provided for in the Loan Documents, Borrower
shall not have the  option to  voluntarily  prepay  less than all of the  unpaid
principal balance.  However, if a partial prepayment is provided for in the Loan
Documents or is accepted by Lender in Lender's discretion,  a prepayment premium
calculated pursuant to Paragraph 10(c) shall be due and payable by Borrower.

            (2) Upon Lender's  exercise of any right of acceleration  under this
Note,  Borrower shall pay to Lender,  in addition to the entire unpaid principal
balance  of this  Note  outstanding  at the  time of the  acceleration,  (A) all
accrued interest and all other sums due Lender,  and (B) the prepayment  premium
calculated pursuant to Paragraph 10(c).

            (3) Any application by Lender of any collateral or other security to
the repayment of any portion of the unpaid principal  balance of this Note prior
to the Maturity Date and in the absence of acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

      (b)  Notwithstanding  the  provisions  of Paragraph  10(a),  no prepayment
premium  shall be payable  with  respect to (A) any  prepayment  made during the
period from one hundred eighty (180) days before the scheduled  Maturity Date to
the scheduled Maturity Date, or (B) any prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

      (c) Any  prepayment  premium  payable under this Note shall be computed as
follows:

            (1) If the  prepayment is made between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A) the amount of principal  being prepaid,
                  by
                  (B) the excess (if any) of the Monthly Note Rate over the
                      Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
            apply:

            Monthly Note Rate:  one-twelfth (1/12) of the annual interest rate
            of this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            7.500% U.S.  Treasury  Security due November 1, 2016, as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                  [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

      (d) Any permitted or required prepayment of less than the unpaid principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

      (e)  Borrower  recognizes  that any  prepayment  of the  unpaid  principal
balance of this Note,  whether  voluntary or  involuntary  or  resulting  from a
default  by  Borrower,   will  result  in  Lender's  incurring  loss,  including
reinvestment loss,  additional expense and frustration or impairment of Lender's
ability to meet its  commitments  to third  parties.  Borrower  agrees to pay to
Lender  upon demand  damages for the  detriment  caused by any  prepayment,  and
agrees that it is extremely difficult and impractical to ascertain the extent of
such damages.  Borrower  therefore  acknowledges and agrees that the formula for
calculating  prepayment  premiums set forth in this Note represents a reasonable
estimate of the damages Lender will incur because of a prepayment.

      (f) Borrower further  acknowledges that the prepayment  premium provisions
of this  Note  are a  material  part of the  consideration  for  the  Loan,  and
acknowledges that the terms of this Note are in other respects more favorable to
Borrower as a result of the  Borrower's  voluntary  agreement to the  prepayment
premium provisions.

      11. Costs and Expenses.  To the fullest extent allowed by applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

      12.  Forbearance.  Any  forbearance  by Lender in exercising  any right or
remedy under this Note, the Security  Instrument,  or any other Loan Document or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

      13. Waivers.  Presentment,  demand, notice of dishonor, protest, notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

      14. Loan  Charges.  Neither this Note nor any of the other Loan  Documents
shall be construed to create a contract for the use, forbearance or detention of
money requiring  payment of interest at a rate greater than the maximum interest
rate  permitted  to be charged  under  applicable  law.  If any  applicable  law
limiting the amount of interest or other charges  permitted to be collected from
Borrower in  connection  with the Loan is  interpreted  so that any  interest or
other charge provided for in any Loan Document, whether considered separately or
together with other charges  provided for in any other Loan  Document,  violates
that law, and Borrower is entitled to the benefit of that law,  that interest or
charge is hereby reduced to the extent  necessary to eliminate  that  violation.
The  amounts,  if any,  previously  paid to Lender  in  excess of the  permitted
amounts  shall be applied by Lender to reduce  the unpaid  principal  balance of
this Note.  For the purpose of  determining  whether any applicable law limiting
the amount of interest or other charges  permitted to be collected from Borrower
has been violated,  all Indebtedness that constitutes  interest,  as well as all
other charges made in connection with the Indebtedness that constitute interest,
shall be deemed to be allocated  and spread  ratably over the stated term of the
Note. Unless otherwise required by applicable law, such allocation and spreading
shall be  effected  in such a manner  that the rate of  interest  so computed is
uniform throughout the stated term of the Note.

      15.   Commercial  Purpose.  Borrower represents that the Indebtedness is
being  incurred by  Borrower  solely for the purpose of carrying on a business
or  commercial  enterprise,  and  not  for  personal,  family,  household,  or
agricultural purposes.

      16.   Counting of Days.  Except where otherwise  specifically  provided,
any  reference in this Note to a period of "days"  means  calendar  days,  not
Business Days.

      17.   Governing  Law.  This  Note  shall be  governed  by the law of the
jurisdiction in which the Land is located.

      18.   Captions.  The  captions  of the  paragraphs  of this Note are for
convenience only and shall be disregarded in construing this Note.

      19.  Notices;  Written  Modifications.  All  notices,  demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

      20.  Consent  to  Jurisdiction   and  Venue.   Borrower  agrees  that  any
controversy  arising  under or in  relation  to this  Note  shall  be  litigated
exclusively  in the  jurisdiction  in which the Land is located  (the  "Property
Jurisdiction").  The state and federal courts and authorities with  jurisdiction
in  the  Property  Jurisdiction  shall  have  exclusive  jurisdiction  over  all
controversies  which shall  arise  under or in  relation to this Note.  Borrower
irrevocably consents to service,  jurisdiction, and venue of such courts for any
such  litigation  and waives any other  venue to which it might be  entitled  by
virtue of domicile, habitual residence or otherwise.

      21.  WAIVER OF TRIAL BY JURY.  BORROWER  AND LENDER EACH (A) AGREES NOT TO
ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE  ARISING OUT OF THIS NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

      | X |   Exhibit A       Modifications to Multifamily Note



                 [Remainder of Page Intentionally Left Blank]


<PAGE>



      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.

                              BORROWER:

                              BRIGHTON CREST, L.P., a South Carolina limited
                              partnership

                              By:   Brighton GP, L.L.C., a South Carolina
                                    limited liability company, its general
                                     partner

                                    By: Sterling Crest Joint Venture, a
                                        Tennessee joint venture, its sole member

                                    By:   Davidson Growth Plus, L.P., a
                                          Delaware limited partnership, Original
                                          Venturer

                                          By:   Davidson Growth Plus GP
                                                Corporation, a Delaware
                                                corporation, its general partner



                                                      By:_______________________
                                                         Patti K. Fielding
                                                         Senior Vice President

                                          By:   Davidson Income Real Estate,
                                                L.P., a Delaware limited
                                                partnership, Original Venturer

                                                By:   Davidson Diversified
                                                      Properties, Inc., a
                                                      Tennessee corporation,
                                                      its general partner


                                                      By:_____________________
                                                         Patti K. Fielding
                                                         Senior Vice President


                                                   57-0984759
                                   Borrower's Social Security/Employer ID Number

                   [Endorsement Appears on Following Page]


<PAGE>



                                    PAY TO THE ORDER OF __________________
                                    WITHOUT RECOURSE AS OF JANUARY 10TH, 2002.


                                    ARCS COMMERCIAL MORTGAGE CO., L.P., a
                                    California limited partnership

                                    By:   ACMC Realty, Inc., a California
                                          corporation, its general partner


                                          By:
                                                Shelly Eisenberg
                                                Vice President
<PAGE>



                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE

The  following  modifications  are made the text of the  Multifamily  Note  that
precedes this Exhibit A:

1. The first  sentence  of  Paragraph 8 of the Note  ("Default  Rate") is hereby
deleted and replaced with the following:

      So long as (a) any monthly  installment  under this Note  remains past due
      for more  than  thirty  (30) days or (b) any other  Event of  Default  has
      occurred and is  continuing,  interest under this Note shall accrue on the
      unpaid  principal  balance  from the  earlier of the due date of the first
      unpaid  monthly  installment  or the  occurrence  of such  other  Event of
      Default, as applicable, at a rate (the "Default Rate") equal to the lesser
      of (1) the maximum  interest  rate which may be  collected  from  Borrower
      under  applicable  law or (2) the greater of (i) three  percent (3%) above
      the Interest  Rate or (ii) four percent  (4.0%) above the  then-prevailing
      Prime Rate.  As used herein,  the term "Prime Rate" shall mean the rate of
      interest  announced  by The Wall Street  Journal  from time to time as the
      "Prime Rate".

2.    Paragraph 9(c) of the Note is amended to add the following  subparagraph
      (4):

(4)         failure  by  Borrower  to pay the  amount  of the  water  and  sewer
            charges,  taxes,  fire, hazard or other insurance  premiums,  ground
            rents,  assessments or other charges in accordance with the terms of
            the Security Instrument, or

3. Paragraph 19 is modified by deleting: "; provided, however, that in the event
of a Transfer under the terms of the Security Instrument,  any or some or all of
the Modifications to Multifamily Note may be modified or rendered void by Lender
at Lender's option by notice to Borrower/transferee" in the last sentence of the
Paragraph; and by adding the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
      shall be null and void unless title to the Mortgaged Property is vested in
      an entity whose Controlling Interest(s) are directly or indirectly held by
      AIMCO REIT or AIMCO OP. The  capitalized  terms used in this paragraph are
      defined in the Security Instrument.