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, 2000

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

                For the transition period from _________to _________

                         Commission file number 0-15675

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

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

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

                                 (864) 239-1000
                            Issuer's telephone number

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $5,801,000

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, 2000. 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, 2000 and 1999.

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:
<TABLE>
<CAPTION>

                                 Date
Property                       Acquired           Type of Ownership           Use

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

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

Schedule of Properties

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

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

<S>                       <C>          <C>         <C>                   <C>
Brighton Crest Apts.      $13,608      $ 6,710     5-25 yrs    S/L       $ 9,232
The Fairway Apts.           7,188        2,827     5-25 yrs    S/L         5,417
The Village Apts.           4,857        2,249     5-25 yrs    S/L         3,520

                          $25,653      $11,786                           $18,169
</TABLE>

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

Schedule of Property Indebtedness

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

                         Principal                                          Principal
                        Balance At                                           Balance
                       December 31,    Interest     Period     Maturity      Due At
Property                   2000          Rate     Amortized      Date     Maturity (2)
                      (in thousands)                                     (in thousands)
Brighton Crest
<S>                       <C>           <C>      <C>           <C>   <C>    <C>
  1st mortgage            $ 5,853       7.83%    28.67 years   10/15/03     $ 5,516
  2nd mortgage                199       7.83%        (1)       10/15/03         199

The Fairway
  1st mortgage              6,575       7.27%      20 years    01/01/21          --

The Village
  1st mortgage              1,800       7.83%    28.67 years   10/15/03       1,697
  2nd mortgage                 61       7.83%        (1)       10/15/03          61
                           14,488                                           $ 7,473
Less unamortized
  discounts                   (61)

Total                     $14,427
</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.

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

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2000 and 1999 for each property:

                               Average Annual                 Average
                                 Rental Rate                 Occupancy
                                 (per unit)
 Property                     2000          1999         2000          1999

 Brighton Crest Apts.        $8,723        $8,633         94%          93%
 The Fairway Apts.            8,353         8,051         95%          94%
 The Village Apts.            9,143         9,059         96%          96%

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

Real Estate Taxes and Rates

Real estate taxes and rates in 2000 for each property were:

                                             2000               2000
                                             Taxes              Rate
                                        (in thousands)

          Brighton Crest Apts.               $173              2.91%
          The Fairway Apts.                   253              2.36%
          The Village Apts.                    86              2.42%

Capital Improvements

Brighton Crest Apartments

During the year ended December 31, 2000, the Partnership completed approximately
$447,000 of capital improvements at the property, consisting primarily of carpet
and  vinyl   replacement,   light  fixtures,   plumbing   upgrades,   structural
improvements,  roof replacement, and major landscaping.  These improvements were
funded from  operating cash flow.  The  Partnership is currently  evaluating the
capital  improvement  needs of the property for the upcoming  year.  The minimum
amount to be budgeted  is  expected  to be $275 per unit or $88,000.  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, 2000, the Partnership completed approximately
$122,000 of capital improvements at the property, consisting primarily of carpet
and tile replacement,  interior decoration,  and appliances.  These improvements
were funded from operating cash flow.  The  Partnership is currently  evaluating
the capital improvement needs of the property for the upcoming year. The minimum
amount to be budgeted  is  expected  to be $275 per unit or $70,400.  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, 2000, the Partnership completed approximately
$214,000  of capital  improvements  at the  property,  consisting  primarily  of
plumbing upgrades, building structural improvements, interior decoration, ground
lighting  enhancements,  carpet and vinyl  replacement,  air  conditioning  unit
replacement,  and appliances. These improvements were funded from operating cash
flow. The Partnership is currently  evaluating the capital  improvement needs of
the  property  for the  upcoming  year.  The  minimum  amount to be  budgeted is
expected  to be  $275  per  unit  or  $30,800.  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 capital improvements planned for the year 2001 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,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  The
plaintiffs  seek  monetary  damages and  equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the Managing General Partner
filed a motion  seeking  dismissal of the action.  In lieu of  responding to the
motion, the plaintiffs filed an amended complaint.  The Managing General Partner
filed demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended  complaint on January 19, 2001
and  defendants  are  scheduled to respond to the complaint by March 2, 2001. On
March 2, 2001, the Managing  General Partner and its affiliates filed a demurrer
to the third amended complaint. 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, 2000.


                                     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, 2000,
there were 1,526  holders of record  owning an  aggregate  of  28,371.75  Units.
Affiliates  of the  Managing  General  Partner  owned  15,921 Units or 56.12% at
December 31, 2000. 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, 1999 and 2000 and subsequent to December 31, 2000:

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/99 - 12/31/99              $1,405 (1)           $ 48.04
       01/01/00 - 12/31/00               3,582 (2)            122.48
      Subsequent to 12/31/00               790 (3)             27.00

(1)   Distribution  was made from cash from  operations  of which  approximately
      $1,363,000  was paid to the  limited  partners  (see "Item 6" for  further
      details).

(2)   Consists  of  approximately  $988,000  of cash  from  operations  of which
      approximately  $958,000 was paid to the limited partners and approximately
      $2,594,000  of cash  proceeds  from the  refinancing  of the mortgage loan
      encumbering The Fairway Apartments in December 2000 of which approximately
      $2,517,000  was paid to the  limited  partners  (see "Item 6" for  further
      details).

(3)   Consists  of  approximately  $524,000  of cash  from  operations  of which
      approximately  $508,000 was paid to the limited partners and approximately
      $266,000  of cash  proceeds  from the  refinancing  of the  mortgage  loan
      encumbering The Fairway Apartments in December 2000 of which approximately
      $258,000  was paid to the  limited  partners  (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 quarterly  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 in the
year 2001 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 Brighton  Crest  Apartments  and The
Village Apartments for a total of approximately $173,000 to $432,000.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 15,921 limited partnership
units in the Partnership  representing 56.12% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.12% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
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
disclosures  contained  in this  Form  10-KSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operation.  Accordingly,  actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

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

Results of Operations

The Partnership realized net income of approximately $655,000 for the year ended
December 31, 2000, compared to net income of approximately $889,000 for the year
ended  December 31, 1999.  The decrease in net income was  primarily  due to the
recognition of a $231,000 extraordinary loss on the early extinguishment of debt
during  the year  ended  December  31,  2000.  The  extraordinary  loss on early
extinguishment of debt relates to the refinancing of the mortgage at The Fairway
Apartments  (see discussion  below).  Income before  extraordinary  loss for the
years ended December 31, 2000 and 1999 was approximately  $886,000 and $889,000,
respectively.  Net income remained  stable for the comparable  periods due to an
increase  in total  revenues  offset by an  increase  in total  expenses  and an
increase in minority  interest in income from the joint venture.  Total revenues
increased primarily as a result of an increase in rental income and, to a lesser
extent, an increase in other income. Rental income increased primarily due to an
increase in average annual rental rates at all of the Partnership's  properties,
and an  increase  in  occupancy  at Brighton  Crest  Apartments  and The Fairway
Apartments.  Other income  increased  primarily  due to an increase in utilities
reimbursements  at Brighton Crest  Apartments and The Village  Apartments and an
incentive received from a utility company at The Village Apartments.

The  increase in total  expenses  is  primarily  attributable  to  increases  in
operating, depreciation,  property tax, and general and administrative expenses.
Operating expenses increased primarily due to increased  advertising expenses at
Brighton Crest Apartments and The Village Apartments, increased payroll expenses
at The Fairway Apartments and The Village Apartments and an increase in interior
painting and property management fees at The Fairway Apartments. The increase in
depreciation  expense is due to capital improvements put into service during the
past twelve  months.  Property tax expense  increased  due to an increase in the
assessed value of The Fairway  Apartments.  General and administrative  expenses
increased  primarily due to an increase in the cost of services  included in the
management  reimbursements  to the Managing General Partner as allowed under the
Partnership  Agreement and increased  professional fees associated with managing
the  Partnership  partially  offset  by  decreased  legal  expenses  due  to the
settlement  of a lawsuit  during the year ended  December 31, 1999.  Included in
general and  administrative  expenses at both  December  31, 2000 and 1999,  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.  The increase in minority  interest in net income of joint  venture is
due to an  increase  in the net  income of the  joint  venture,  resulting  from
increased average rental rates,  increased occupancy,  and decreased maintenance
and repairs expenses at the joint venture's property, Brighton Crest.

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  $761,000 at
December 31, 2000, compared to approximately  $746,000 at December 31, 1999. The
increase  in cash  and  cash  equivalents  of  approximately  $15,000  from  the
Partnership's   cash  balance  at  December  31,  1999,   is  due  primarily  to
approximately  $1,930,000  of cash provided by operating  activities,  which was
largely offset by  approximately  $692,000 of cash used in investing  activities
and approximately $1,223,000 of cash used in financing activities.  Cash used in
investing activities  consisted of property  improvements and replacements which
were  partially  offset by net receipts from escrow  accounts  maintained by the
mortgage lenders.  Cash used in financing  activities consisted of the payoff of
the previous mortgage  encumbering The Fairway Apartments,  distributions to the
partners,  and to a lesser  extent,  payments of principal made on the mortgages
encumbering  the  Partnership's  properties,  loan costs paid,  the payment of a
prepayment penalty, and distributions to the minority partner of Sterling Crest.
These uses were  partially  offset by the proceeds from the debt  refinancing of
The Fairway Apartments.  The Partnership invests its working capital reserves in
money market accounts.

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

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 $275 per unit
or $189,200.  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  $14,427,000,  net of discounts, is amortized over
periods ranging from  approximately  20 to 29 years with balloon payments due in
2003 for Brighton  Crest  Apartments  and The Village  Apartments.  The 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.

During the year ended December 31, 2000, the Partnership  paid  distributions of
approximately  $3,582,000  (approximately  $3,475,000 to the limited partners or
$122.48  per  limited  partnership  unit)  to its  partners.  The  distributions
consisted  of  approximately  $988,000  (approximately  $958,000  to the limited
partners  or  $33.77  per  limited   partnership   unit)  from   operations  and
approximately  $2,594,000  (approximately  $2,517,000 to the limited partners or
$88.71 per limited partnership unit) from the proceeds of the refinancing of the
mortgage loans encumbering The Fairway  Apartments in December 2000.  Subsequent
to December  31, 2000,  the  Partnership  paid  distributions  of  approximately
$790,000  (approximately  $766,000 to the limited partners or $27.00 per limited
partnership unit) to its partners.  The distribution  consisted of approximately
$524,000  (approximately  $508,000 to the limited partners or $17.91 per limited
partnership  unit) from  operations and  approximately  $266,000  (approximately
$258,000 to the limited partners or $9.09 per limited partnership unit) from the
proceeds  of the  refinancing  of the  mortgage  loans  encumbering  The Fairway
Apartments in December 2000. 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.  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 quarterly 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 2001 or subsequent periods.

Tender Offer

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 15,921 limited partnership
units in the Partnership  representing 56.12% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.12% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

<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, 2000

     Consolidated  Statements of Operations - Years ended  December 31, 2000 and
     1999

     Consolidated  Statements of Changes in Partners'  (Deficit) Capital - Years
     ended December 31, 2000 and 1999

     Consolidated  Statements of Cash Flows - Years ended  December 31, 2000 and
     1999

     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, 2000, 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, 2000. 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, 2000, and the consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2000, in conformity with accounting  principles generally accepted in the United
States.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 2, 2001

<PAGE>


                             DAVIDSON GROWTH PLUS, L.P.

                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2000

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  761
   Receivables and deposits                                                     435
   Restricted escrows                                                           176
   Other assets                                                                 270
   Investment properties (Notes C and F):
       Land                                                  $  4,650
       Buildings and related personal property                 21,003
                                                               25,653
       Less accumulated depreciation                          (11,786)       13,867
                                                                           $ 15,509
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $  116
   Tenant security deposit liabilities                                          106
   Accrued property taxes                                                       253
   Other liabilities                                                            194
   Mortgage notes payable (Note C)                                           14,427

Minority interest                                                               104

Partners' (Deficit) Capital
   General partners                                           $  (808)
   Limited partners (28,371.75 units issued and
      outstanding)                                              1,117           309
                                                                           $ 15,509
</TABLE>

           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,
                                                             2000        1999
Revenues:
   Rental income                                           $ 5,427      $ 5,251
   Other income                                                374          319
      Total revenues                                         5,801        5,570

Expenses:
   Operating                                                 2,031        1,958
   General and administrative                                  310          270
   Depreciation                                                957          872
   Interest                                                  1,015        1,034
   Property taxes                                              507          459
      Total expenses                                         4,820        4,593

Income before minority interest in net income of
   joint venture and extraordinary item                        981          977

Minority interest in net income of joint venture               (95)         (88)

Income before extraordinary item                               886          889

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

Net income (Note D)                                         $  655        $ 889

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

Net income allocated to limited partners (97%)                 635          862
                                                            $  655        $ 889
Per limited partnership unit:
   Income before extraordinary item                        $ 30.28      $ 30.38
   Extraordinary loss on early extinguishment of debt        (7.90)          --

Net income                                                 $ 22.38      $ 30.38

Distributions per limited partnership unit                 $122.48      $ 48.04

           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, 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

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

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

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

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                             DAVIDSON GROWTH PLUS, L.P.

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

                                                                     Years Ended
                                                                    December 31,
                                                                  2000        1999
Cash flows from operating activities:
<S>                                                              <C>           <C>
   Net income                                                    $  655        $ 889
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation                                                  957          872
      Amortization of discounts and loan costs                      109          106
      Extraordinary loss on early extinguishment of debt            231           --
      Minority interest in net income of joint venture               95           88
      Change in accounts:
        Receivables and deposits                                    (69)          23
        Other assets                                                 (3)         (24)
        Accounts payable                                             36           50
        Tenant security deposit liabilities                         (14)         (19)
        Accrued property taxes                                       56            3
        Other liabilities                                          (123)          20
         Net cash provided by operating activities                1,930        2,008

Cash flows from investing activities:
   Property improvements and replacements                          (783)        (812)
   Net receipts from restricted escrows                              91          216
         Net cash used in investing activities                     (692)        (596)

Cash flows from financing activities:
   Payments on mortgage notes payable                              (270)        (252)
   Payoff of mortgage notes payable                              (3,599)          --
   Proceeds from mortgage note payable                            6,575           --
   Loan costs paid                                                 (122)          --
   Prepayment penalty                                              (129)          --
   Distributions to partners                                     (3,582)      (1,405)
   Distributions to minority partner                                (96)        (195)
         Net cash used in financing activities                   (1,223)      (1,852)

Net increase (decrease) in cash and cash equivalents                 15         (440)
Cash and cash equivalents at beginning of year                      746        1,186
Cash and cash equivalents at end of year                         $  761        $ 746

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $  920        $ 929
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                             DAVIDSON GROWTH PLUS, L.P.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000


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, one each located in Marietta,
Georgia; Plano, Texas; and Brandon, Florida.

Principles of Consolidation

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

Allocations to Partners

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

Depreciation

Depreciation is provided by the straight-line method over the estimated lives of
the rental  properties  and related  personal  property.  For Federal income tax
purposes,  the  accelerated  cost recovery  method is used (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.

Investment Properties

Investment  properties  consist of three  apartment  complexes and are stated at
cost.  Acquisition fees are capitalized as a cost of real estate.  In accordance
with Statement of Financial  Accounting  Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of", the  Partnership  records  impairment  losses on long-lived  assets used in
operations  whenevents  and  circumstances  indicate  that the  assets  might be
impaired  and the  undiscounted  cash flows  estimated  to be generated by those
assets are less than the carrying  amounts of those assets.  For the years ended
December  31,  2000  and  1999 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.  Cash balances include approximately  $690,000 at
December 31, 2000 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Tenant Security Deposits

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

Restricted Escrows

Reserve Account - General reserve  accounts were  established  with a portion of
the  proceeds  from the 1993  financing  of Brighton  Crest  Apartments  and The
Village Apartments.  These funds were established to cover necessary repairs and
replacements  of existing  improvements,  debt service,  out-of-pocket  expenses
incurred for ordinary and necessary  administrative  tasks, and payments of real
property taxes and insurance  premiums.  The  Partnership is required to deposit
net  operating  income (as defined in the mortgage  notes) from  Brighton  Crest
Apartments and The Village  Apartments to the respective  reserve accounts until
the  reserve  accounts  equal the  minimum of $400 and the maximum of $1,000 per
apartment unit for each respective  property.  At December 31, 2000, the balance
in the reserves were approximately $176,000.

Advertising

The  Partnership  expenses the costs of  advertising  as  incurred.  Advertising
expense, included in operating expenses, was approximately $143,000 and $135,000
for the years ended December 31, 2000 and 1999, 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  $502,000,   less  accumulated   amortization  of
approximately  $274,000,  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.  As defined
in SFAS No. 131, the Partnership has only one reportable  segment.  The Managing
General Partner  believes that  segment-based  disclosures  will not result in a
more  meaningful  presentation  than the  consolidated  financial  statements as
currently presented.

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.

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                2000           Interest         Rate      Date        Maturity
                             (in thousands)                                (in thousands)
Brighton Crest
<S>                    <C>              <C>            <C>      <C>   <C>     <C>
  1st mortgage         $ 5,853          $ 47           7.83%    10/15/03      $ 5,516
  2nd mortgage             199             1 (1)       7.83%    10/15/03          199
The Fairway
  1st mortgage           6,575            52           7.27%    01/01/21           --
The Village
  1st mortgage           1,800            14           7.83%    10/15/03        1,697
  2nd mortgage              61            -- (1)(2)    7.83%    10/15/03           61
                        14,488          $114                                  $ 7,473
Less unamortized
  discounts                (61)

Totals                 $14,427
</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.

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

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

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2000, are as follows (in thousands):

                      Years Ending December 31,
                                2001                $   282
                                2002                    317
                                2003                  7,788
                                2004                    187
                                2005                    202
                             Thereafter               5,712
                                                    $14,488

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)

                                            2000         1999
       Net income as reported              $  655       $ 889
       Add (deduct):
       Depreciation differences               (72)       (144)
       Unearned income                         46         (83)
       Minority interest                       95          --
       Other                                 (109)         20

       Federal taxable income              $  615       $ 682

       Federal taxable income per
         limited partnership unit         $ 21.03     $ 23.32

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

Net assets as reported                           $  309
Land and buildings                                5,660
Accumulated depreciation                            601
Syndication and distribution costs                3,766
Other                                              (636)
Net assets - Federal tax basis                  $ 9,700

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.

The  following  amounts  were paid or accrued to the  Managing  General  Partner
and/or its affiliates during the years ended December 31, 2000 and 1999:

                                                   2000        1999
                                                    (in thousands)

Property management fees (included in
  operating expenses)                              $295        $285
Reimbursement for services of affiliates
  (included in general and administrative
  expense)                                          163         117
Subordinated management fee (included in
  general and administrative expense)                30          27
Loan costs (included in other assets)                14          --

During the years ended  December 31, 2000 and 1999,  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  $295,000 and
$285,000 for the years ended December 31, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $163,000 and
$117,000 for the years ended December 31, 2000 and 1999, 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  or upon the  refinance or sale of a property in the
Partnership.  Subordinated Partnership management fees of approximately $163,000
were paid with the  distribution of the refinance  proceeds from the refinancing
of  The  Fairway   Apartments  in  December  2000.   Included  in  the  $163,000
subordinated  management  fee payment at December  31,  2000,  were  Partnership
management  fees of  approximately  $30,000  and  $27,000  for the  years  ended
December 31, 2000 and 1999, respectively.

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

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.  However,  with the
December 15, 2000 refinancing of this property,  the new mortgage loan no longer
secures the bonds.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 15,921 limited partnership
units in the Partnership  representing 56.12% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.12% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
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.        $ 6,052       $ 2,619      $13,122            $(2,133)
The Fairway Apts.             6,575         2,560        3,883                745
The Village Apts.             1,861           615        3,799                443

        Totals              $14,488       $ 5,794      $20,804            $ (945)
</TABLE>

<TABLE>
<CAPTION>

                Gross Amount At Which
                       Carried
                 At December 31, 2000
                    (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    $11,697   $13,608    $ 6,710         1987      09/87        25
The Fairway    2,213      4,975     7,188      2,827         1979      05/88        25
The Village      526      4,331     4,857      2,249         1986      05/88        25

   Totals    $ 4,650    $21,003   $25,653    $11,786
</TABLE>

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

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                              Years Ended December 31,
                                                 2000          1999
                                                   (in thousands)
Investment Properties
Balance at beginning of year                    $24,870       $24,058
  Property improvements                             783           812
Balance at end of year                          $25,653       $24,870

Accumulated Depreciation
Balance at beginning of year                    $10,829       $ 9,957
  Additions charged to expense                      957           872
Balance at end of year                          $11,786       $10,829

The aggregate  cost of investment  properties for Federal income tax purposes at
December  31,  2000 and 1999,  is  approximately  $28,228,000  and  $30,530,000,
respectively.  Total accumulated depreciation for Federal income tax purposes at
December  31,  2000 and 1999,  is  approximately  $10,059,000  and  $10,155,000,
respectively.

Note G - Distributions to Partners

During the year ended December 31, 2000, the Partnership  paid  distributions of
approximately  $3,582,000  (approximately  $3,475,000 to the limited partners or
$122.48  per  limited  partnership  unit)  to its  partners.  The  distributions
consisted  of  approximately  $988,000  (approximately  $958,000  to the limited
partners  or  $33.77  per  limited   partnership   unit)  from   operations  and
approximately  $2,594,000  (approximately  $2,517,000 to the limited partners or
$88.71 per limited partnership unit) from the proceeds of the refinancing of the
mortgage loans encumbering The Fairway  Apartments in December 2000.  Subsequent
to December  31, 2000,  the  Partnership  paid  distributions  of  approximately
$790,000  (approximately  $766,000 to the limited partners or $27.00 per limited
partnership unit) to its partners.  The distribution  consisted of approximately
$524,000  (approximately  $508,000 to the limited partners or $17.91 per limited
partnership  unit) from  operations and  approximately  $266,000  (approximately
$258,000 to the limited partners or $9.09 per limited partnership unit) from the
proceeds  of the  refinancing  of the  mortgage  loans  encumbering  The Fairway
Apartments in December 2000. 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.

Note H - 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,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  The
plaintiffs  seek  monetary  damages and  equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the Managing General Partner
filed a motion  seeking  dismissal of the action.  In lieu of  responding to the
motion, the plaintiffs filed an amended complaint.  The Managing General Partner
filed demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended  complaint on January 19, 2001
and  defendants  are  scheduled to respond to the complaint by March 2, 2001. On
March 2, 2001, the Managing  General Partner and its affiliates filed a demurrer
to the third amended complaint. 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 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

         None.


                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

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

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

     Name                 Age     Position

     Patrick J. Foye       43     Executive Vice President and Director

     Martha L. Long        41     Senior Vice President and Controller

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

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

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

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

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

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive officers and director of the Managing General Partner has approved the
inclusion of the audited  financial  statements  in the Form 10-KSB for the year
ended December 31, 2000 for filing with the Securities and Exchange Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal  year.  Fees for the last  fiscal  year were  annual  audit  services  of
approximately  $46,000  and  non-audit  services  (principally  tax-related)  of
approximately $23,000.

Item 10.    Executive Compensation

Neither  the  director  nor the  officers  received  any  remuneration  from the
Registrant for the year ended December 31, 2000.

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, 2000.

     Entity                            Number of Units      Percentage

     Insignia Properties, LP               2,482.83            8.75%
       (an affiliate of AIMCO)
     Cooper River Properties, LLC          3,937.00           13.88%
       (an affiliate of AIMCO)
     AIMCO Properties, LP                  9,501.17           33.49%
       (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, 2000, 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, 2000 and 1999:

                                                   2000        1999
                                                    (in thousands)

Property management fees                           $295        $285
Reimbursement for services of affiliates            163         117
Subordinated management fee                          30          27
Loan costs                                           14          --

During the years ended  December 31, 2000 and 1999,  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  $295,000 and
$285,000 for the years ended December 31, 2000 and 1999, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $163,000 and
$117,000 for the years ended December 31, 2000 and 1999, 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  or upon the  refinance or sale of a property in the
Partnership.  Subordinated Partnership management fees of approximately $163,000
were paid with the  distribution of the refinance  proceeds from the refinancing
of  The  Fairway   Apartments  in  December  2000.   Included  in  the  $163,000
subordinated  management  fee payment at December  31,  2000,  were  Partnership
management  fees of  approximately  $30,000  and  $27,000  for the  years  ended
December 31, 2000 and 1999, respectively.

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

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.  However,  with the
December 15, 2000 refinancing of this property,  the new mortgage loan no longer
secures the bonds.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 15,921 limited partnership
units in the Partnership  representing 56.12% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.12% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the interest of the Managing  General  Partner  because of
their affiliation with the Managing General Partner.

Item 13.  Exhibits and Reports on Form 8-K

      (a) Exhibits

          Exhibit 10DD, Multifamily Note dated December 15, 2000, by and between
          The Fairways,  L.P. and Reilly Mortgage Group,  Inc., for The Fairways
          Apartments.

      (b) Reports on Form 8-K:

          None filed during the quarter ended December 31, 2000.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     10Z  Contracts related to refinancing of debt:

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

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

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

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

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

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

     10AA Contracts related to refinancing of debt:

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

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

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

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

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

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

     10BB Contracts related to refinancing of debt:

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

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

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

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

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

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

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

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

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

     21   Subsidiaries.

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

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

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

<PAGE>
                                                                    Exhibit 10DD

                                                        FHLMC Loan No. 002733498
                                                            (Fairway Apartments)

                                MULTIFAMILY NOTE
                       (TEXAS - REVISION DATE 11-01-2000)


US $6,575,000.00                                         As of December 15, 2000


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more than one) promises to pay to the order of REILLY  MORTGAGE  GROUP,  INC., a
District of Columbia corporation,  the principal sum of Six Million Five Hundred
Seventy-Five  Thousand and 00/100 Dollars (US  $6,575,000.00),  with interest on
the unpaid principal balance at the annual rate of Seven and Two Hundred Seventy
Thousandths percent (7.270%).

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

2.  Address for  Payment.  All  payments due under this Note shall be payable at
2000 Corporate Ridge, Suite 925, McLean,  Virginia 22102, or such other place as
may be designated by written notice to Borrower from or on behalf of Lender.

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

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

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of Fifty Two Thousand Forty Six and 93/100 Dollars (US $52,046.93), shall
be payable on the first day of each month  beginning on February 1, 2001,  until
the entire unpaid principal balance evidenced by this Note is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on January 1, 2021 or on any earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

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

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

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

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

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

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

9.    Limits on Personal Liability.

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

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

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

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

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

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

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

10.   Voluntary and Involuntary Prepayments.

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

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

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

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

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

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

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

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

            (ii)  the product obtained by multiplying:

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

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

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

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

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            9.250% U.S.  Treasury  Security due February 1, 2016, as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

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

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

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

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

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

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

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

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

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

14. Loan Charges. Borrower and Lender intend at all times to comply with the law
of the State of Texas  governing the maximum rate or amount of interest  payable
on or in connection with this Note and the  Indebtedness  (or applicable  United
States federal law to the extent that it permits Lender to contract for, charge,
take,  reserve or receive a greater amount of interest than under Texas law). If
the applicable law is ever  judicially  interpreted so as to render usurious any
amount payable under this Note or under any other Loan  Document,  or contracted
for, charged,  taken, reserved or received with respect to the Indebtedness,  or
of  acceleration  of the maturity of this Note, or if any prepayment by Borrower
results in Borrower  having paid any interest in excess of that permitted by any
applicable  law,  then  Borrower  and Lender  expressly  intend  that all excess
amounts  collected  by Lender  shall be applied  to reduce the unpaid  principal
balance  of this Note (or,  if this  Note has been or would  thereby  be paid in
full,  shall be refunded to  Borrower),  and the  provisions  of this Note,  the
Security  Instrument  and any other Loan Documents  immediately  shall be deemed
reformed  and the amounts  thereafter  collectible  under this Note or any other
Loan  Document  reduced,  without  the  necessity  of the  execution  of any new
documents,  so as to comply  with any  applicable  law,  but so as to permit the
recovery of the fullest  amount  otherwise  payable under this Note or any other
Loan  Document.  The  right to  accelerate  the  maturity  of this Note does not
include the right to accelerate any interest which has not otherwise  accrued on
the date of such  acceleration,  and  Lender  does not  intend  to  collect  any
unearned  interest in the event of  acceleration.  All sums paid or agreed to be
paid to Lender for the use,  forbearance or detention of the Indebtedness shall,
to the extent permitted by any applicable law, be amortized, prorated, allocated
and spread throughout the full term of the Indebtedness until payment in full so
that the rate or amount of  interest  on  account of the  Indebtedness  does not
exceed the applicable usury ceiling.  Notwithstanding any provision contained in
this Note,  the Security  Instrument or any other Loan Document that permits the
compounding of interest,  including any provision by which any accrued  interest
is added to the principal amount of this Note, the total amount of interest that
Borrower is  obligated  to pay and Lender is entitled to receive with respect to
the  Indebtedness  shall not  exceed the amount  calculated  on a simple  (i.e.,
noncompounded)  interest basis at the maximum rate on principal amounts actually
advanced  to or for the  account of  Borrower,  including  all current and prior
advances and any advances made pursuant to the Security Instrument or other Loan
Documents  (such as for the  payment of taxes,  insurance  premiums  and similar
expenses or costs).

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

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

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

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

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

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

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

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

            -----
              X      Exhibit A     Modifications to Multifamily Note
            -----

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


                                   THE NEW FAIRWAYS, L.P., a Delaware limited
                                   partnership

                                    By:   Davidson Growth Plus GP Limited
                                          Partnership, a Delaware limited
                                          partnership, its General Partner

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



                                                By:  ___________________
                                                    Patti K. Fielding
                                                    Senior Vice President

                                   57-0964147
                                   Borrower's Social Security/Employer ID Number



PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS ____ DAY OF DECEMBER, 2000.


REILLY MORTGAGE GROUP, INC., a District
   of Columbia corporation



By:_________________________________
   Brenda Dutrow
   Assistant Vice President

<PAGE>

                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE


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

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

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

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

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

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