March 21, 2000



United States
Securities and Exchange Commission
Washington, D.C.  20549


RE:   Davidson Growth Plus, L.P.
      Form 10-KSB
      File No. 0-15675


To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  December 31, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
Managing General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,



Stephen Waters
Real Estate Controller


<PAGE>

                  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, 1999

[ ]  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. [ ]

State issuer's revenues for its most recent fiscal year.  $5,570,000

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, 1999. 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  a  subsidiary  of  Apartment   Investment  and  Management  Company
("AIMCO").  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 has been providing
property management services for the years ended December 31, 1999 and 1998.

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.

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation  (the "Insignia  Merger").  As a result,  AIMCO
acquired 100% ownership  interest in the Managing General Partner.  The Managing
General  Partner does not believe that this  transaction  has had or will have a
material effect on the affairs and operations of the Partnership.

Item 2.     Description of Properties:

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

                              Date
Property                    Acquired         Type of Ownership           Use

Brighton Crest Apts.         Phase I    The Registrant holds an       Apartment
  Marietta, Georgia         09/25/87    82.5% interest in the joint   320 units
                            Phase II    venture which has fee
                            12/15/87    ownership subject to first
                                        and second mortgages
The Fairway Apts. (1)       05/18/88    Fee ownership subject to      Apartment
  Plano, Texas                          first and second mortgages    256 units
The Village Apts.           05/31/88    Fee ownership subject to      Apartment
  Brandon, Florida                      first and second mortgages    112 units

(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.

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

Brighton Crest Apts.   $13,162      $ 6,201     5-25 yrs    S/L       $11,294
The Fairway Apts.        7,065        2,596     5-25 yrs    S/L         5,568
The Village Apts.        4,643        2,032     5-25 yrs    S/L         3,513

                       $24,870      $10,829                           $20,375

See  "Note A" of the  consolidated  financial  statements  included  in "Item 7.
Financial  Statements" for the Partnership's  depreciation  policy and "Note J -
Change in Accounting Principle".

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                  1999         Rate      Amortized     Date      Maturity (2)
                     (in thousands)                                     (in thousands)
Brighton Crest
<S>                     <C>            <C>      <C>          <C>            <C>
  1st mortgage          $ 5,954        7.83%    28.67 years  10/15/03      $ 5,516
  2nd mortgage              199        7.83%        (1)      10/15/03          199

The Fairway
  1st mortgage            3,601        7.60%    21.42 years  11/15/02        3,142
  2nd mortgage              135        7.60%        (1)      11/15/02          135

The Village
  1st mortgage            1,831        7.83%    28.67 years  10/15/03        1,697
  2nd mortgage               61        7.83%        (1)      10/15/03           61
                         11,781                                            $10,750
Less unamortized
  discounts                (185)

Total                   $11,596
</TABLE>

(1)   Interest only payments.

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

Rental Rates and Occupancy:

Average annual rental rates and occupancy for 1999 and 1998 for each property:

                               Average Annual                 Average
                                Rental Rate                  Occupancy
                                 (per unit)
 Property                     1999         1998          1999          1998

 Brighton Crest Apts.        $8,633       $8,384          93%           96%
 The Fairway Apts.            8,051        7,572          94%           92%
 The Village Apts.            9,059        8,758          96%           99%

The  decrease  in  occupancy  at the  Brighton  Crest  Apartments  is  primarily
attributable to increased  competition due to new  construction in the area. The
decrease in occupancy at The Village  Apartments  is primarily  attributable  to
increased  competition due to new construction in the area and increased utility
bills as a result of sub-metering.

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 1999 for each property were:

                                               1999             1999
                                              Taxes             Rate
                                          (in thousands)

          Brighton Crest Apartments            $187             2.93%
          The Fairway Apartments                202             2.39%
          The Village Apartments                 88             2.47%

Capital Improvements:

Brighton Crest Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$161,000 of capital improvements at the property, consisting primarily of carpet
and  vinyl  replacement,   interior  decoration,   wall  coverings,   structural
improvements,   air  conditioning  replacement,  and  major  landscaping.  These
improvements were funded from operating cash flow and from Partnership 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 $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, 1999, the Partnership completed approximately
$335,000  of capital  improvements  at the  property,  consisting  primarily  of
parking lot upgrades, carpet and vinyl replacement, major landscaping,  interior
decorating, and roof replacement.  These improvements were funded from operating
cash flow and from Partnership 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 $76,800.  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 Village Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$316,000  of capital  improvements  at the  property,  consisting  primarily  of
plumbing  improvements,   structural  improvements,   roof  replacement,   major
landscaping,  carpet and vinyl replacement,  and appliances.  These improvements
were  funded  from  operating  cash  flow and  from  Partnership  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 2000 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Item 7. Financial  Statements,  Note B - Transfer of Control").  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 have 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 final court  approval,  on behalf of the Partnership and all
limited partners who own units as of November 3, 1999.  Preliminary  approval of
the  settlement  was obtained on November 3, 1999 from the Superior Court of the
State of  California,  County of San Mateo,  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
class  plaintiffs'  counsel to enter the  settlement.  On December 14, 1999, the
Managing General Partner and its affiliates  terminated the proposed settlement.
Certain  plaintiffs  have filed a motion to disqualify  some of the  plaintiffs'
counsel in the action.  The Managing  General  Partner does not anticipate  that
costs  associated with this case will be material to the  Partnership's  overall
operations.

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

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

The unit  holders  of the  Partnership  did not vote on any  matters  during the
quarter ended December 31, 1999.

<PAGE>
                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership, a publicly-held limited partnership, offered and sold 28,371.75
Limited  Partnership  Units  aggregating  $28,376,000.  As of December 31, 1999,
there were 1,710  holders of record  owning an  aggregate  of  28,371.75  Units.
Affiliates  of the  Managing  General  Partner  owned 14,431 Units or 50.864% at
December 31, 1999. 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, 1998 and 1999,  as well as for the  subsequent  period
from January 1, 2000 to February 29, 2000:

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/98 - 12/31/98              $  795 (1)            $27.17
       01/01/99 - 12/31/99              $1,405 (1)            $48.04
       01/01/00 - 02/29/00              $  240 (1)            $ 8.21

(1)   Distribution  was made from cash from operations (see "Item 6" for further
      details).

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  distribution  policy is
reviewed on a semi-annual  basis. There can be no assurance,  however,  that the
Partnership  will generate  sufficient  funds from  operations,  after  required
capital expenditures,  to permit any additional distributions to its partners in
the year 2000 or subsequent  periods.  See "Item 2.  Description  of Properties,
Capital   Improvements"   for  information   relating  to  anticipated   capital
expenditures  at  the  properties.   Distributions  may  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 each
respective property for a total of approximately $275,000 to $688,000.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates  currently own 14,431
limited  partnership  units  in  the  Partnership  representing  50.864%  of the
outstanding  units. 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. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  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 their 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 disclosure
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 $889,000 for the year ended
December 31, 1999, compared to net income of approximately $669,000 for the year
ended December 31, 1998. The increase in net income is primarily attributable to
an increase in total revenues  offset by a slight increase in total expenses and
an increase in minority  interest in income from joint  venture.  Total revenues
increased  primarily as a result of  increases in rental  income and to a lessor
extent increases in other income.  Rental income  increased  primarily due to an
increase in average annual rental rates at all the Partnership's  properties and
a  reduction  in  concession  costs at  Brighton  Crest.  These  increases  were
partially  offset by decreases  in  occupancy at Brighton  Crest and The Village
Apartments.  Other  income  increased  primarily  due to an  increase  in tenant
charges at Brighton Crest and Fairway  Apartments.  Tenant charges increased due
to increased tenant move outs due to an active home buying market.

The  increase in total  expenses  is  primarily  attributable  to  increases  in
depreciation expense and general and administrative expense, partially offset by
decreases  in  operating   expenses  and  interest  expense.   The  increase  in
depreciation  expense is due to capital  improvements  completed during the past
twelve months that are now being depreciated. General and administrative expense
increased due to increased  legal  expenses due to the  settlement of previously
disclosed lawsuits during the year ended December 31, 1999.  Included in general
and   administrative   expenses  at  both  December  31,  1999  and  1998,   are
reimbursements  to the Managing  General  Partner  allowed under the Partnership
Agreement  associated with its management of the  Partnership.  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.  Operating expenses decreased  primarily due to decreased  maintenance
and repairs expenses at The Fairway Apartments and Brighton Crest Apartments and
reduced insurance expense at all the Partnership's properties due to lower rates
provided by a new insurance carrier late in 1998. These decreases were partially
offset by increased  advertising expense at Brighton Crest and increased payroll
costs at  Fairway  Apartments.  The  decrease  in  interest  expense is due to a
greater  portion of the mortgage  payments  being  allocated to  principal.  The
increase  in  minority  interest  in net  income of joint  venture is due to the
improved operations at the joint venture's property Brighton Crest due primarily
to increased rental rates and reduced maintenance expenses.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
to increase net income by approximately  $69,000 ($2.36 per limited  partnership
unit). The cumulative effect, had this change been applied to prior periods,  is
not material.  The accounting  principle  change will not have an effect on cash
flow,  funds available for  distribution or fees payable to the Managing General
Partner and affiliates.

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  $746,000 at
December 31, 1999,  compared to  approximately  $1,186,000 at December 31, 1998.
The decrease in cash and cash  equivalents  of  approximately  $440,000 from the
Partnership's   cash  balance  at  December  31,  1998,   is  due  primarily  to
approximately $1,852,000 of cash used in financing activities, and approximately
$596,000  of cash  used in  investing  activities  which was  largely  offset by
approximately $2,008,000 of cash provided by operating activities.  Cash used in
financing activities consisted primarily of distributions from operations to the
partners,  and to a lesser  extent,  payments of principal made on the mortgages
encumbering  the  Partnership's  properties  and  distributions  to the minority
partner  of  Sterling  Crest.  Cash used in  investing  activities  consists  of
property  improvements  and  replacements  which  were  partially  offset by net
receipts from escrow accounts maintained by the mortgage lenders.

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  replacement  reserves  and
anticipated  cash flow  generated  by the  properties.  The  additional  capital
expenditures  will be incurred only if cash is available from operations or from
Partnership  reserves. To the extent that such budgeted capital improvements are
completed,  the Partnership's  distributable cash flow, if any, may be adversely
affected.

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  $11,596,000,  net of discounts, is amortized over
periods ranging from  approximately  21 to 29 years with balloon payments due in
2002 and 2003.  The Managing  General  Partner  will  attempt to refinance  such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
may risk losing such properties through foreclosure.

Cash  distributions from operations of approximately  $1,405,000  (approximately
$1,363,000 to the limited partners or $48.04 per limited  partnership unit) were
paid to the partners during the year ended December 31, 1999. Cash distributions
from operations of approximately $795,000 (approximately $771,000 to the limited
partners  or $27.17 per  limited  partnership  unit)  were paid to the  partners
during the year ended December 31, 1998. Subsequent to December 31, 1999, a cash
distribution from operations of approximately $240,000  (approximately  $233,000
to the limited partners or $8.21 per limited  partnership  unit) was paid to the
partners.  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
distribution  policy  is  reviewed  on a  semi-annual  basis.  There  can  be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations after required capital  improvements to permit further  distributions
to its partners during the year 2000 or subsequent periods.

Tender Offers

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates  currently own 14,431
limited  partnership  units  in  the  Partnership  representing  50.864%  of the
outstanding  units. 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. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  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 their affiliation with the Managing General Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the Managing  General  Partner and its affiliates for management
and  administrative  services  ("Managing  Agent").  Any of the Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have  recognized  a date using "00" as the year 1900  rather than the year
2000.  This could have resulted in a system failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  affected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely affected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.


<PAGE>


Item 7.     Financial Statements

DAVIDSON GROWTH PLUS, L.P.

LIST OF CONSOLIDATED FINANCIAL STATEMENTS

     Report of Ernst & Young LLP, Independent Auditors

     Consolidated Balance Sheet - December 31, 1999

     Consolidated  Statements of Operations - Years ended  December 31, 1999 and
     1998

     Consolidated  Statements of Changes in Partners'  (Deficit) Capital - Years
     ended December 31, 1999 and 1998

     Consolidated  Statements of Cash Flows - Years ended  December 31, 1999 and
     1998

     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, 1999, 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, 1999. 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, 1999, and the consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
1999, in conformity with accounting  principles generally accepted in the United
States.

As discussed in Note J to the consolidated financial statements, the Partnership
changed its method of accounting to capitalize the cost of exterior painting and
major landscaping effective January 1, 1999.

                                                           /s/ERNST & YOUNG LLP

Greenville, South Carolina
February 25, 2000


<PAGE>

                             DAVIDSON GROWTH PLUS, L.P.
                           CONSOLIDATED BALANCE SHEET

                          (in thousands, except unit data)

                                December 31, 1999

Assets

   Cash and cash equivalents                                              $ 746
   Receivables and deposits                                                 366
   Restricted escrows                                                       267
   Other assets                                                             231
   Investment properties (Notes C and F):
       Land                                              $ 4,650
       Buildings and related personal property            20,220
                                                          24,870
       Less accumulated depreciation                     (10,829)        14,041
                                                                       $ 15,651

Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                        $ 80
   Tenant security deposit liabilities                                      120
   Accrued property taxes                                                   197
   Other liabilities                                                        317
   Mortgage notes payable (Note C)                                       11,596

Minority interest                                                           105

Partners' (Deficit) Capital
   General partners                                       $ (721)
   Limited partners (28,371.75 units issued and
      outstanding)                                         3,957          3,236
                                                                       $ 15,651

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                             DAVIDSON GROWTH PLUS, L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                          (in thousands, except unit data)


                                                               Years Ended
                                                               December 31,
                                                             1999        1998

Revenues:
   Rental income                                           $ 5,251      $ 5,025
   Other income                                                319          293
      Total revenues                                         5,570        5,318

Expenses:
   Operating                                                 1,958        2,023
   General and administrative                                  270          248
   Depreciation                                                872          797
   Interest                                                  1,034        1,047
   Property taxes                                              459          462
       Total expenses                                         4,593       4,577

Income before minority interest in net income of
   joint venture                                               977          741

Minority interest in net income of joint venture               (88)         (72)

Net income (Note D)                                          $ 889        $ 669

Net income allocated to general partners (3%)                 $ 27         $ 20

Net income allocated to limited partners (97%)                 862          649
                                                             $ 889        $ 669

Net income per limited partnership unit                    $ 30.38      $ 22.87

Distributions per limited partnership unit                 $ 48.04      $ 27.17

           See Accompanying Notes to Consolidated Financial Statements


<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, 1997                     28,371.75      $ (702)    $ 4,580    $ 3,878

Distributions to partners                     --          (24)       (771)      (795)

Net income for the year ended
  December 31, 1998                           --           20         649        669

Partners' (deficit) capital at
  December 31, 1998                     28,371.75        (706)      4,458      3,752

Distributions to partners                     --          (42)     (1,363)    (1,405)

Net income for the year ended
  December 31, 1999                           --           27         862        889

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

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                             DAVIDSON GROWTH PLUS, L.P.
                      CONSOLDIATED STATEMENTS OF CASH FLOWS
                                   (in thousands)

                                                                 Years Ended
                                                                December 31,
                                                              1999        1998
Cash flows from operating activities:
   Net income                                               $  889        $ 669
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation                                             872          797
      Amortization of discounts and loan costs                 106          104
      Minority interest in net income of joint venture          88           72
      Change in accounts:
        Receivables and deposits                                23           15
        Other assets                                           (24)          21
        Accounts payable                                        50         (142)
        Tenant security deposit liabilities                    (19)          18
        Accrued property taxes                                   3            9
        Other liabilities                                       20           22
         Net cash provided by operating activities           2,008        1,585

Cash flows from investing activities:
   Property improvements and replacements                     (812)        (302)
   Net receipts from (deposits to) restricted escrows          216          (14)
         Net cash used in investing activities                (596)        (316)

Cash flows from financing activities:
   Payments on mortgage notes payable                         (252)        (237)
   Distributions to partners                                (1,405)        (795)
   Distributions to minority partner                          (195)        (131)
          Net cash used in financing activities             (1,852)      (1,163)

Net (decrease) increase in cash and cash equivalents          (440)         106
Cash and cash equivalents at beginning of year               1,186        1,080
Cash and cash equivalents at end of year                    $  746      $ 1,186

Supplemental disclosure of cash flow information:
   Cash paid for interest                                    $ 929        $ 943

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>



                             DAVIDSON GROWTH PLUS, L.P.
                     Notes To Consolidated Financial Statements

                                December 31, 1999

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 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 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.  The  Partnership  may  remove the  general  partner of The New
Fairway, L.P. and has a controlling interest in Sterling Crest;  therefore,  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 (1) 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, and (2) for
personal  property  over 5 years for  additions  prior to 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.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the costs of exterior painting and major landscaping (Note J).

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  when  events and  circumstances  indicate  that the assets  might be
impaired  and the  undiscounted  cash flows  estimated  to be generated by those
assets are less than the carrying  amounts of those assets.  For the years ended
December  31,  1999  and  1998 no  adjustments  for  impairment  of  value  were
necessary.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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 and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

Tenant Security Deposits

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

Restricted Escrows

Reserve Account - General reserve  accounts were  established  with a portion of
the proceeds from the 1992  refinancing  of The Fairway  Apartments and 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 the properties 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.  The minimum balance of
$400 per unit was not attained at December 31, 1999, but was attained subsequent
to December 31, 1999.  At December  31, 1999,  the balance in the reserves  were
approximately $267,000.

Advertising

The  Partnership  expenses the costs of  advertising  as  incurred.  Advertising
expense,  included in operating expenses, was approximately $135,000 and $99,000
for the years ended December 31, 1999 and 1998, respectively.

Fair Value

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  amount of its
financial  instruments (except for long term debt) approximates their fair value
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  $552,000,   less  accumulated   amortization  of
approximately  $359,000,  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 establishes standards for related disclosures
about products and services,  geographic areas, and major customers.  (See "Note
H" for required disclosure.)

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.


<PAGE>


Note C - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>

                     Principal         Monthly                              Principal
                     Balance At        Payment       Stated                  Balance
                    December 31,      Including     Interest   Maturity      Due At
Property                1999          Interest        Rate       Date       Maturity
                            (in thousands)                               (in thousands)
Brighton Crest
<S>                   <C>               <C>           <C>      <C>            <C>
  1st mortgage        $ 5,954           $47           7.83%    10/15/03      $ 5,516
  2nd mortgage            199             1 (1)       7.83%    10/15/03          199
The Fairway
  1st mortgage          3,601            34           7.60%    11/15/02        3,142
  2nd mortgage            135             1 (1)       7.60%    11/15/02          135
The Village
  1st mortgage          1,831            14           7.83%    10/15/03        1,697
  2nd mortgage             61            -- (1)(2)    7.83%    10/15/03           61
                       11,781           $97                                  $10,750
Less unamortized
  discounts              (185)

Totals                $11,596
</TABLE>

(1)   Interest only payments.

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

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 and 8.76% for The Fairway 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.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 1999, are as follows (in thousands):

                      Years Ending December 31,
                                2000               $  277
                                2001                  299
                                2002                3,591
                                2003                7,614
                                                  $11,781

Note D - 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 unit data)

                                           1999         1998
       Net income as reported             $  889       $ 669
       Add (deduct):
       Depreciation differences             (144)        (76)
       Unearned income                       (83)         68
       Minority interest                      --          72
       Miscellaneous                          20          42

       Federal taxable income             $  682      $  775

       Federal taxable income per
         limited partnership unit         $23.32      $26.50

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

Net assets as reported                          $ 3,236
Land and buildings                                5,660
Accumulated depreciation                            674
Syndication and distribution costs                3,766
Other                                              (579)
Net assets - Federal tax basis                  $12,757

Note E - 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.

<PAGE>

The  following  amounts  were paid or accrued to the  Managing  General  Partner
and/or its affiliates during the years ended December 31, 1999 and 1998:

                                                   1999        1998
                                                    (in thousands)
Property management fees (included in
   operating expenses)                             $285        $274

Reimbursement for services of affiliates
   (included in operating expense and
   general and administrative expense, and
   investment properties)                           117         131

Subordinated management fee (included in
   general and administrative expense)               27          19

During the years ended  December 31, 1999 and 1998,  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  $285,000 and
$274,000  for  management  fees for the years ended  December 31, 1999 and 1998,
respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $117,000 and
$131,000 for the years ended December 31, 1999 and 1998, respectively.

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.  Unpaid subordinated  Partnership management fees at
December  31,  1999,  are  approximately  $133,000.  Included  in  the  $133,000
subordinated  management  fee payable at December  31,  1999,  were  Partnership
management  fees of  approximately  $27,000  and  $19,000  for the  years  ended
December 31, 1999 and 1998, respectively.

On September 25, 1997, an affiliate of the Managing  General  Partner  purchased
Lehman Brothers' Class "D" subordinated bonds of SASCO, 1992-MI. These bonds are
secured  by 55  multi-family  apartment  mortgage  loan  pairs  held  in  Trust,
including the Fairway Apartments owned by the Partnership.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates  currently own 14,431
units of limited  partnership units in the Partnership  representing  50.864% of
the outstanding units. 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. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  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 their affiliation with the Managing General Partner.

Note F - 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)
<S>                         <C>            <C>           <C>                <C>
Brighton Crest Apts.        $ 6,153        $ 2,619       $13,122            $(2,579)
The Fairway Apts.             3,736          2,560         3,883                622
The Village Apts.             1,892            615         3,799                229
        Totals              $11,781        $ 5,794       $20,804            $(1,728)
</TABLE>


<TABLE>
<CAPTION>

                 Gross Amount At Which
                        Carried
                  At December 31, 1999
                     (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   $11,251   $13,162     $ 6,201        1987        09/87        25
The Fairway     2,213     4,852     7,065       2,596        1979        05/88        25
The Village       526     4,117     4,643       2,032        1986        05/88        25

   Totals     $ 4,650   $20,220   $24,870     $10,829
</TABLE>

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

<PAGE>

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                              Years Ended December 31,
                                                 1999          1998
                                                    (in thousands)
Investment Properties
Balance at beginning of year                    $24,058       $23,756
    Property improvements                           812           302
 Balance at end of Year                         $24,870       $24,058

Accumulated Depreciation
Balance at beginning of year                    $ 9,957       $ 9,160
    Additions charged to expense                    872           797
Balance at end of year                          $10,829       $ 9,957

The aggregate  cost of investment  properties for Federal income tax purposes at
December 31, 1999 and 1998, is approximately $30,530,000 and $29,718,000.  Total
accumulated  depreciation  for Federal  income tax purposes at December 31, 1999
and 1998, is approximately $10,155,000 and $9,124,000, respectively.

Note G - Distributions to Partners

Cash  distributions from operations of approximately  $1,405,000  (approximately
$1,363,000 to the limited partners or $48.04 per limited  partnership unit) were
paid to the partners during the year ended December 31, 1999. Cash distributions
from operations of approximately $795,000 (approximately $771,000 to the limited
partners  or $27.17 per  limited  partnership  unit)  were paid to the  partners
during the year ended December 31, 1998. Subsequent to December 31, 1999, a cash
distribution from operations of approximately $240,000  (approximately  $233,000
to the limited partners or $8.21 per limited  partnership  unit) was paid to the
partners.

Note H - Segments Information

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's residential property segment consists of three apartment complexes
in Marietta,  Georgia; Plano, Texas; and Brandon, Florida. The Partnership rents
apartment units to tenants for terms that are typically twelve months or less.

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those described in the summary of significant accounting policies.

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment  information for the years ended December 31, 1999 and 1998, is shown in
the following  tables (in thousands).  The "Other" column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

                 1999                   Residential     Other       Totals

Rental income                             $ 5,251       $   --     $ 5,521
Other income                                  267           52         319
Interest expense                            1,034           --       1,034
Depreciation                                  872           --         872
General and administrative expense             --          270         270
Minority interest in net income of
  joint venture                               (88)          --         (88)
Segment profit (loss)                       1,107         (218)        889
Total assets                               15,434          217      15,651
Capital expenditures for investment
  properties                                  812           --         812



                    1998                Residential      Other      Totals

Rental income                            $ 5,025        $   --     $ 5,025
Other income                                 247            46         293
Interest expense                           1,047            --       1,047
Depreciation                                 797            --         797
General and administrative expense            --           248         248
Minority interest in net income of
  joint venture                              (72)           --         (72)
Segment profit (loss)                        871          (202)        669
Total assets                              15,880           542      16,422
Capital expenditures for investment
  properties                                 302            --         302


Note I - 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the 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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  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  have 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 final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, 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 class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

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

Note J - Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Managing General  Partner.  The effect of the change in 1999 was
to increase net income by approximately  $69,000 ($2.36 per limited  partnership
unit). The cumulative effect, had this change been applied to prior periods,  is
not material.  The accounting  principle  change will not have an effect on cash
flow,  funds available for  distribution or fees payable to the Managing General
Partner and affiliates.

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

           None.


<PAGE>


                                    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 directors of the Managing General Partner are
listed below.

     Name                 Age     Position

     Patrick J. Foye       42     Executive Vice President and Director

     Martha L. Long        40     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 and AIMCO since October 1998, as a result of the acquisition of
Insignia  Financial  Group,  Inc. 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.

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Forms 5 and amendments thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by section 16(a) of the Exchange
Act during the most recent  fiscal year or prior fiscal years except as follows:
AIMCO Properties,  L.P. and its joint filers failed to timely file a Form 3 with
respect to its  acquisition  of Units and AIMCO and its joint  filers  failed to
timely file a Form 4 with respect to its acquisition of Units.

Item 10.    Executive Compensation

Neither  the  director  nor the  officers  received  any  remuneration  from the
Registrant for the year ended December 31, 1999.


<PAGE>


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, 1999.

     Entity                            Number of Units      Percentage

     Insignia Properties, LP               2,482.83            8.751%
       (an affiliate of AIMCO)
     Cooper River Properties, LLC          3,937.00           13.877%
       (an affiliate of AIMCO)
     AIMCO Properties, LP                  8,011.17           28.236%
       (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, 1999, 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, 1999 and 1998:

                                                   1999        1998
                                                    (in thousands)

Property management fees                           $285        $274
Reimbursement for services of affiliates            117         131
Subordinated management fee                          27          19

During the years ended  December 31, 1999 and 1998,  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  $285,000 and
$274,000  for  management  fees for the years ended  December 31, 1999 and 1998,
respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $117,000 and
$131,000 for the years ended December 31, 1999 and 1998, respectively.

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.  Unpaid subordinated  Partnership management fees at
December  31,  1999,  are  approximately  $133,000.  Included  in  the  $133,000
subordinated  management  fee payable at December  31,  1999,  were  Partnership
management  fees of  approximately  $27,000  and  $19,000  for the  years  ended
December 31, 1999 and 1998, respectively.

On September 25, 1997, an affiliate of the Managing  General  Partner  purchased
Lehman Brothers' Class "D" subordinated bonds of SASCO, 1992-MI. These bonds are
secured  by 55  multi-family  apartment  mortgage  loan  pairs  held  in  Trust,
including the Fairway Apartments owned by the Partnership.

Several tender offers were made by various parties,  including affiliates of the
Managing General Partner,  during the years ended December 31, 1999 and 1998. As
a result of these tender offers,  AIMCO and its affiliates  currently own 14,431
units of limited  partnership units in the Partnership  representing  50.864% of
the outstanding units. 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. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the  Registrant.  Under the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters.  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 their affiliation with the Managing General Partner.

Item 13.    Exhibits and Reports on Form 8-K

  (a)     Exhibits:

          Exhibit 18, Independent  Accountants'  Preferability Letter for Change
          in Accounting Principle, is filed as an exhibit to this report.

          Exhibit 27,  Financial Data  Schedule,  is filed as an exhibit to this
          report.

  (b)     Reports on Form 8-K filed in the fourth quarter of calendar year 1999:

          None.


<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
                                          Its 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, 1998,  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.

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.

18   Independent  Accountants'  Preferability  Letter for  Change in  Accounting
     Principle.

21   Subsidiaries.

27   Financial Data Schedule.

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

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

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


<PAGE>

                                                                      Exhibit 18



February 7, 2000


Mr. Patrick J. Foye
Executive Vice President
Davidson Growth Plus G.P. Corporation
Managing General Partner of Davidson Growth Plus, L.P.
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note J of Notes to the  Consolidated  Financial  Statements  of Davidson  Growth
Plus,  L.P.  included  in its Form 10-KSB for the year ended  December  31, 1999
describes a change in the method of accounting to capitalize  exterior  painting
and major landscaping,  which would have been expensed under the old policy. You
have advised us that you believe  that the change is to a  preferable  method in
your  circumstances  because it provides a better  matching of expenses with the
related benefit of the  expenditures  and is consistent with policies  currently
being used by your industry and conforms to the policies of the Managing General
Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                               Very truly yours,
                                                            /s/Ernst & Young LLP