UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB



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

                 For the fiscal year ended December 31, 2004

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

             For the transition period from _________to _________

                         Commission file number 0-15675

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

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

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

                                 (864) 239-1000
                            Issuer's telephone number

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $5,137,000

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, 2004. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

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

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

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

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

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

Risk Factors

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

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

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

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism.  The Managing General Partner does not anticipate that these costs
will  have  a  negative  effect  on  the  Partnership's  consolidated  financial
condition or results of operations.

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 7" of this Form
10-KSB.

Item 2.     Description of Properties

The following table sets forth the Partnership's investment in properties:
<TABLE>
<CAPTION>

                                  Date
Property                        Acquired          Type of Ownership           Use

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

(1)   Property is held by a Limited  Partnership in which the Partnership owns a
      99% interest.
</TABLE>

Schedule of Properties

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

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

<S>                          <C>          <C>         <C>                    <C>
Brighton Crest Apartments    $14,618      $ 8,881     5-30 yrs    S/L        $8,040
The Fairway Apartments         7,781        3,820     5-30 yrs    S/L         4,896
The Village Apartments         5,392        3,230     5-30 yrs    S/L         3,230

                             $27,791      $15,931                           $16,166
</TABLE>

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

Schedule of Property Indebtedness

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

                         Principal                                          Principal
                        Balance At                                           Balance
                       December 31,    Interest     Period     Maturity      Due At
Property                   2004        Rate (1)   Amortized      Date     Maturity (2)
                      (in thousands)                                     (in thousands)
<S>                       <C>           <C>        <C>         <C>   <C>      <C>
Brighton Crest            $ 9,887       7.16%      20 years    02/01/22       $ --
The Fairway
                            5,913       7.27%      20 years    01/01/21           --
The Village
                            3,378       7.22%      20 years    02/01/22           --


Total                     $19,178                                             $ --
</TABLE>

(1)   Fixed rate mortgages.

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

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2004 and 2003 for each property:

                                    Average Annual              Average
                                     Rental Rates              Occupancy
                                      (per unit)
 Property                          2004         2003        2004        2003

 Brighton Crest Apartments        $7,695       $7,955        88%        90%
 The Fairway Apartments            7,474        8,066        85%        86%
 The Village Apartments            9,436        9,234        94%        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 2004 for each property were:

                                             2004               2004
                                             Taxes             Rates
                                        (in thousands)

          Brighton Crest Apartments          $187              2.99%
          The Fairway Apartments              238              2.53%
          The Village Apartments              121              2.25%

Capital Improvements

Brighton Crest Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$388,000 of capital  improvements at the property,  consisting primarily of wood
siding,  plumbing  fixture  replacements,   and  floor  covering  and  appliance
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures 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, 2004, the Partnership completed approximately
$256,000 of capital improvements at the property,  consisting primarily of floor
covering,   appliance,   and  plumbing  fixture  replacements,   and  structural
improvements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

The Village Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$171,000 of capital  improvements at the property,  consisting primarily of roof
replacement, floor covering and appliance replacements, structural improvements,
and major landscaping.  These improvements were funded from operating cash flow.
The  Partnership  regularly  evaluates  the  capital  improvement  needs  of the
property.  While  the  Partnership  has no  material  commitments  for  property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Capital  expenditures will be incurred only if cash is available from operations
or from  Partnership  reserves.  To the extent  that  capital  improvements  are
completed,  the Partnership's  distributable cash flow, if any, may be adversely
affected at least in the short term.

<PAGE>

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call". Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call".  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

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

The unit  holders  of the  Partnership  did not vote on any  matters  during the
quarter ended December 31, 2004.

<PAGE>

                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership, a publicly-held limited partnership, offered and sold 28,371.75
Limited Partnership Units (the "Units") aggregating $28,376,000.  As of December
31, 2004,  there were 1,353  holders of record  owning an aggregate of 28,371.75
Units.  Affiliates of the Managing  General Partner owned 16,548 Units or 58.33%
at December 31, 2004. 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, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                       Year Ended       Per Limited      Year Ended        Per Limited
                      December 31,      Partnership     December 31,       Partnership
                          2004             Unit             2003              Unit

<S>                       <C>              <C>              <C>              <C>
Operations                $ --             $ --             $ 275            $ 9.41
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,   and  the  timing  of  debt   maturities,   property  sales  and/or
refinancings. The Partnership's cash available for distribution is reviewed on a
monthly basis.  There can be no assurance,  however,  that the Partnership  will
generate sufficient funds from operations,  after required capital improvements,
to permit any distributions to its partners in 2005 or subsequent  periods.  See
"Item 2.  Description  of  Properties,  Capital  Improvements"  for  information
relating to anticipated capital expenditures at the properties.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates  owned 16,548 limited  partnership
units (the "Units") in the  Partnership  representing  58.33% of the outstanding
Units at December 31, 2004.  A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.33% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

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

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

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

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Managing  General  Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership  from increases in expenses.  As part of this plan, the Managing
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall  occupancy  level.  However,  the Managing  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions, accordingly, there is no guarantee that the Managing General Partner
will be able to  sustain  such a plan.  Further,  a number of  factors  that are
outside the control of the  Partnership  such as the local economic  climate and
weather can adversely or positively affect the Partnership's financial results.

Results of Operations

The Partnership  realized a net loss of  approximately  $400,000 and $77,000 for
the years ended  December 31, 2004 and 2003,  respectively.  The increase in net
loss was due to a decrease in total revenues and an increase in total expenses.

Total  revenues  decreased due to decreases in rental and other  income.  Rental
income  decreased  due to decreases  in  occupancy  at all of the  Partnership's
investment  properties  and  decreases  in the average  rental rates at Brighton
Crest and The Fairway Apartments, partially offset by an increase in the average
rental rates at The Village Apartments and a decrease in bad debt expense at all
of the investment  properties.  Other income  decreased due to decreases in late
fees at all of the Partnership's investment properties.

The increase in total expenses is due to increases in operating and depreciation
expenses partially offset by decreases in general and  administrative,  interest
and property tax expenses. The increase in operating expense is due to increases
in  property  and  maintenance  expenses  partially  offset  by  a  decrease  in
management fees.  Property  expense  increased due to an increase in payroll and
related  benefits  at all  of the  investment  properties.  Maintenance  expense
increased due to increased  contract labor at Brighton  Crest  Apartments and an
increase in costs  related to the  hurricane  damage at The Village  Apartments.
Management  fees  decreased  due to a decrease in rental  income,  primarily  at
Brighton Crest and The Fairway Apartments. Depreciation expense increased due to
fixed  assets  being  placed  into  service  during  the past year at all of the
investment  properties.  Interest expense  decreased due to scheduled  principal
payments on the mortgages  encumbering the investment  properties.  Property tax
expense  decreased  due to a  reduction  of the  assessed  value at The  Fairway
Apartments.

General  and   administrative   expenses  decreased  due  to  decreases  in  the
Partnership  management  fee,  the cost of the  annual  audit and in  management
reimbursements  to the Managing  General  Partner.  Also included in general and
administrative expenses for the years ended December 31, 2004 and 2003 are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies.

The  Partnership  owns an 82.5% general  partner  interest in the Sterling Crest
Joint Venture ("Joint Venture") which operates  Brighton Crest  Apartments.  The
Partnership  exercises  control  over the  activities  of the Joint  Venture  in
accordance  with  the  Joint  Venture  Agreement.  The  minority  partner  is an
affiliated  public  partnership.  As a result of the use of the equity method of
accounting  for the minority  partner's  investment in the joint  venture,  that
minority  interest  has been  reduced  to zero.  When the  Joint  Venture  makes
distributions  in excess  of the  minority  partner's  investment  balance,  the
Partnership  as the  majority  partner,  records a charge  equal to the minority
partner's  excess  distribution  over the  investment  balance.  The  charge  is
classified as distributions to minority interest partner in excess of investment
on the accompanying consolidated statements of operations.  Losses are allocated
to the minority partner to the extent they do not create a minority deficit,  in
which case, the Partnership  recognizes 100% of the losses in operating  income.
The Partnership will recognize 100% of future net income of the Joint Venture to
the extent of previously unallocated losses and distributions.  Distributions to
the  minority  partner have reduced its  investment  balance to zero.  The Joint
Venture had a net loss of  approximately  $160,000 and $34,000  during the years
ended December 31, 2004 and 2003, respectively.  The minority partner's share of
net losses for the years  ended  December  31,  2004 and 2003 was  approximately
$28,000 and $6,000,  respectively.  However, the Partnership  recognized 100% of
the net loss due to the minority  partner's  investment balance being reduced to
zero in 2002. The remaining unallocated losses and distributions at December 31,
2004 are approximately  $870,000.  The Joint Venture  distributed  approximately
$33,000 to the minority  partner  during the year ended  December 31, 2003 which
was in excess of the  investment.  There were no  distributions  during the year
ended December 31, 2004.

Liquidity and Capital Resources

The  Partnership  had cash and cash  equivalents  of  approximately  $203,000 at
December 31, 2004, compared to approximately  $275,000 at December 31, 2003. For
the year  ended  December  31,  2004,  cash and cash  equivalents  decreased  by
approximately  $72,000.  The  decrease  in cash and cash  equivalents  is due to
approximately  $816,000 of cash used in investing  activities and  approximately
$77,000 of cash used in financing activities,  partially offset by approximately
$821,000  of cash  provided  by  operating  activities.  Cash used in  investing
activities consisted of property  improvements and replacements and net deposits
to restricted escrow accounts.  Cash used in financing  activities  consisted of
principal  payments on the mortgages  encumbering the Partnership's  properties,
partially offset by advances  received from an affiliate of the Managing General
Partner.  The  Partnership  invests  its  working  capital  reserves in interest
bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state,  and local  legal and  regulatory  requirements.  The  Managing
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance.  For example,  the  Sarbanes-Oxley  Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance. The Partnership regularly evaluates
the capital  improvement  needs of the properties.  While the Partnership has no
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend  on the  physical  condition  of the  properties  as well as  replacement
reserves  and  anticipated  cash  flow  generated  by  the  properties.  Capital
expenditures  will be incurred only if cash is available from operations or from
Partnership reserves. To the extent that capital improvements are completed, the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  the  Partnership's   investment  properties  of  approximately
$19,178,000 is amortized over 20 years and matures  January 1, 2021 and February
1, 2022, at which time the loans are scheduled to be fully amortized.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                       Year Ended       Per Limited      Year Ended        Per Limited
                      December 31,      Partnership     December 31,       Partnership
                          2004             Unit             2003              Unit

<S>                       <C>              <C>              <C>              <C>
Operations                $ --             $ --             $ 275            $ 9.41
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,   and  the  timing  of  debt   maturities,   property  sales  and/or
refinancings. The Partnership's cash available for distribution is reviewed on a
monthly basis.  There can be no assurance,  however,  that the Partnership  will
generate sufficient funds from operations,  after required capital improvements,
to permit any distributions to its partners in 2005 or subsequent periods.

Other

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates  owned 16,548 limited  partnership
units (the "Units") in the  Partnership  representing  58.33% of the outstanding
Units at December 31, 2004.  A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.33% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.


<PAGE>


Item 7.     Financial Statements

DAVIDSON GROWTH PLUS, L.P.

LIST OF CONSOLIDATED FINANCIAL STATEMENTS


      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

      Consolidated  Statements of  Operations - Years ended  December 31, 2004
      and 2003

      Consolidated  Statements  of Changes in Partners'  Deficit - Years ended
      December 31, 2004 and 2003

      Consolidated Statements of Cash Flows - Years ended December 31, 2004
      and 2003

      Notes to Consolidated Financial Statements


<PAGE>


           Report of Independent Registered Public Accounting Firm



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, 2004, and the related  consolidated  statements of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2004. 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 the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
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, 2004, and the consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2004, in conformity with accounting  principles generally accepted in the United
States.

                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
March 21, 2005


<PAGE>






                           DAVIDSON GROWTH PLUS, L.P.

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 203
   Receivables and deposits                                                     106
   Restricted escrows                                                           227
   Other assets                                                                 785
   Investment properties (Notes B and E):
       Land                                                  $ 4,650
       Buildings and related personal property                 23,141
                                                               27,791
       Less accumulated depreciation                          (15,931)       11,860
                                                                           $ 13,181
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 117
   Tenant security deposit liabilities                                           88
   Accrued property taxes                                                       238
   Other liabilities                                                            352
   Due to affiliates (Note D)                                                   640
   Mortgage notes payable (Note B)                                           19,178

Partners' Deficit
   General partners                                          $ (1,040)
   Limited partners (28,371.75 units issued and
      outstanding)                                             (6,392)       (7,432)
                                                                           $ 13,181

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                           DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)



                                                          Years Ended
                                                         December 31,
                                                     2004            2003

 Revenues:
   Rental income                                    $ 4,612        $ 4,804
   Other income                                         525            568
       Total revenues                                 5,137          5,372

 Expenses:
   Operating                                          2,268          2,049
   General and administrative                           201            257
   Depreciation                                       1,084          1,058
   Interest                                           1,458          1,486
   Property taxes                                       526            566
       Total expenses                                 5,537          5,416

 Loss from operations                                  (400)           (44)
 Distributions to minority
   interest partner in excess
   of investment (Note F)                                --            (33)
 Net loss (Note C)                                  $ (400)         $ (77)

 Net loss allocated to general partners (3%)         $ (12)          $ (2)

 Net loss allocated to limited partners (97%)          (388)           (75)

                                                    $ (400)         $ (77)

 Net loss per limited partnership unit              $(13.68)       $ (2.64)

 Distributions per limited
   partnership unit                                  $ --           $ 9.41

         See Accompanying Notes to Consolidated Financial Statements



<PAGE>


                           DAVIDSON GROWTH PLUS, L.P.

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

<TABLE>
<CAPTION>

                                         Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

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

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

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

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

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

Net loss for the year ended
  December 31, 2004                           --          (12)       (388)      (400)

Partners' deficit at
  December 31, 2004                     28,371.75     $(1,040)    $(6,392)   $(7,432)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                           DAVIDSON GROWTH PLUS, L.P.

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

                                                                        Years Ended
                                                                       December 31,
                                                                      2004        2003
Cash flows from operating activities:
<S>                                                                <C>          <C>
  Net loss                                                         $ (400)      $ (77)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation                                                   1,084        1,058
     Distributions to minority interest partner in excess of
      investment                                                       --           33
     Amortization of loan costs                                        43           45
     Bad debt expense                                                 171          262
     Change in accounts:
      Receivables and deposits                                       (128)        (309)
      Other assets                                                    (57)         (31)
      Accounts payable                                                (21)          34
      Tenant security deposit liabilities                             (10)           9
      Accrued property taxes                                          (21)         (17)
      Other liabilities                                                54          116
      Due to affiliates                                               106           --
         Net cash provided by operating activities                    821        1,123

Cash flows from investing activities:
  Property improvements and replacements                             (762)        (411)
  Net (deposits to) withdrawals from restricted escrows               (54)          29
         Net cash used in investing activities                       (816)        (382)

Cash flows from financing activities:
  Payments on mortgage notes payable                                 (567)        (527)
  Loan costs refunded                                                  --           10
  Advances from affiliate                                             490          154
  Repayment of advances from affiliate                                 --         (154)
  Distributions to partners                                            --         (275)
  Distributions to minority interest partner                           --          (33)
         Net cash used in financing activities                        (77)        (825)

Net decrease in cash and cash equivalents                             (72)         (84)
Cash and cash equivalents at beginning of year                        275          359
Cash and cash equivalents at end of year                           $ 203        $ 275
Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,404      $ 1,444

At December 31, 2004,  property  improvements  and replacements of approximately
$53,000 were included in accounts payable.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                           DAVIDSON GROWTH PLUS, L.P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2004


Note A - Organization and Summary of Significant Accounting Policies

Organization

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

Principles of Consolidation

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

Reclassification

Certain  2003  balances  have  been   reclassified  to  conform  with  the  2004
presentation.

Allocations to Partners

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

Depreciation

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

Investment Properties

Investment  properties  consist of three  apartment  complexes and are stated at
cost. Acquisition fees are capitalized as a cost of real estate. The Partnership
capitalizes  all  expenditures  in  excess of $250  that  clearly  relate to the
acquisition and  installation of real and personal  property  components.  These
expenditures  include costs incurred to replace  existing  property  components,
costs  incurred  to add a material  new  feature to a  property,  and costs that
increase  the useful life or service  potential of a property  component.  These
capitalized   costs  are  depreciated   over  the  useful  life  of  the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
Partnership  records  impairment  losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying  amounts of those assets.  No  adjustments  for impairment of value
were recorded in the years ended December 31, 2004 and 2003.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $180,000 at  December  31, 2004 that are
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Tenant Security Deposits

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

Restricted Escrows

A general  replacement reserve account was established in 2002 at Brighton Crest
and The Village  Apartments as a result of their  refinancing.  These funds were
established   to  cover   necessary   repairs  and   replacements   of  existing
improvements.  The reserve account balance at December 31, 2004 is approximately
$227,000.

Advertising

The  Partnership  expenses the costs of  advertising  as  incurred.  Advertising
expense, included in operating expenses, was approximately $150,000 and $136,000
for the years ended December 31, 2004 and 2003, respectively.

Fair Value of Financial Instruments

SFAS No.  107,  "Disclosures  about Fair  Value of  Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes that the carrying  amounts of its
financial  instruments  (except for long term debt) approximate their fair value
due to the short term maturity of these instruments.  The Partnership  estimates
the fair value of its  long-term  debt  discounting  future  cash flows  using a
discount rate commensurate  with that currently  believed to be available to the
Partnership for similar term, fully amortizing long-term debt. The fair value of
the  Partnership's  long term debt, at the Partnership's  incremental  borrowing
rate, approximates its carrying balance.

Leases

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

Deferred Costs

Loan  costs  of  approximately  $790,000,   less  accumulated   amortization  of
approximately  $135,000,  are  included  in other  assets.  The loan  costs  are
amortized over the terms of the related loan  agreements.  Amortization  expense
was approximately  $43,000 and $45,000 for the years ended December 31, 2004 and
2003, respectively, and is included in interest expense. Amortization expense is
expected  to be  approximately  $42,000  for the  years  2005  through  2007 and
approximately $41,000 for the years 2008 and 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

Segment Reporting

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

Note B - Mortgage Notes Payable

<TABLE>
<CAPTION>

                     Principal         Monthly                              Principal
                     Balance At        Payment        Stated                 Balance
                    December 31,      Including      Interest  Maturity       Due At
Property                2004          Interest         Rate      Date        Maturity
                            (in thousands)                                (in thousands)
Brighton Crest
<S>            <C>    <C>               <C>           <C>      <C>   <C>       <C>
  Apartments   (1)    $ 9,887           $ 84          7.16%    02/01/22        $ --
The Fairway
  Apartments            5,913             52          7.27%    01/01/21           --
The Village
  Apartments   (1)      3,378             29          7.22%    02/01/22           --

Totals                $19,178           $165                                   $ --
</TABLE>

The mortgage notes payable are fixed rate mortgages  that are  non-recourse  and
are secured by a pledge of the  Partnership's  rental properties and by a pledge
of revenues from the respective  rental  properties.  The mortgage notes payable
include  a  prepayment  penalty  if  repaid  prior  to  maturity.  Further,  the
properties may not be sold subject to existing indebtedness.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2004, are as follows (in thousands):

                                2005                 $ 609
                                2006                    654
                                2007                    703
                                2008                    755
                                2009                    811
                             Thereafter              15,646
                                                    $19,178

Note C - Income Taxes

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

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

                                                 2004        2003
       Net loss as reported                     $ (400)     $ (77)
       Add (deduct):
       Depreciation differences                    (91)        (9)
       Unearned income                               9         (5)
       Other                                        12         38

       Federal taxable loss                    $ (470)      $ (53)

       Federal taxable loss per
         limited partnership unit              $(16.08)    $(1.85)

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

Net liabilities as reported                 $ (7,432)
Land and buildings                             2,359
Accumulated depreciation                       1,947
Syndication and distribution costs             3,766
Other                                          2,141
Net assets - Federal tax basis              $  2,781


Note D - Transactions with Affiliated Parties

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

Affiliates of the Managing General Partner 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
$253,000  and  $266,000  for  the  years  ended  December  31,  2004  and  2003,
respectively, which is included in operating expenses.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $195,000 and
$175,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expense and investment  properties.  The
portion of these reimbursements  included in investment properties for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately $41,000 and $7,000, respectively. The fees are calculated based on
a percentage of current year additions to investment properties.  As of December
31, 2004,  the  Partnership  owed an affiliate of the Managing  General  Partner
approximately $140,000 of accrued accountable  administrative expenses, which is
included in due to affiliates.

The Partnership Agreement provides for the Managing General Partner to receive a
fee for managing the affairs of the Partnership.  The fee is 2% of adjusted cash
from  operations,  as  defined  in the  Partnership  Agreement.  Payment of this
management fee is  subordinated  and is payable only after the  Partnership  has
distributed to the limited  partners  adjusted cash from  operations in any year
equal to 10% of the limited partners adjusted invested capital as defined in the
Partnership  Agreement  or upon  the  refinance  or sale  of a  property  in the
Partnership.  Partnership  management fees earned were approximately $17,000 for
the year ended December 31, 2003 which is included in general and administrative
expenses.  No  Partnership  management  fees were paid during 2003. No such fees
were  earned  or  accrued  during  the year  ended  December  31,  2004.  Unpaid
subordinated  Partnership management fees at December 31, 2004 are approximately
$44,000 which is included in other liabilities.

During the year ended December 31, 2003 the Managing  General  Partner  advanced
the  Partnership  funds to cover  operational  expenses  totaling  approximately
$154,000 which was repaid by the Partnership  prior to December 31, 2003. During
the year ended  December  31, 2004 the  Managing  General  Partner  advanced the
Partnership  approximately  $490,000 to pay operational expenses and real estate
taxes for Fairway and Brighton Crest Apartments. Interest on advances is charged
at prime  plus 2%, or 7.25% at  December  31,  2004.  Interest  expense on these
advances was  approximately  $10,000 and $1,000 for the years ended December 31,
2004 and 2003,  respectively.  At December 31, 2004,  the amount of  outstanding
loans  and  interest  was  approximately  $500,000  and  is  included  in due to
affiliates.  Subsequent  to December 31,  2004,  the  Managing  General  Partner
advanced  approximately  $150,000 to the  Partnership  to pay property  taxes at
Fairway Apartments.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $74,000 and
$73,000,  respectively,  for insurance  coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates  owned 16,548 limited  partnership
units (the "Units") in the  Partnership  representing  58.33% of the outstanding
Units at December 31, 2004.  A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.33% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Note E - Investment Properties and Accumulated Depreciation


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

                                                      Buildings            Costs
                                                     and Related   (Removed) Capitalized
                                                      Personal         Subsequent to
Description               Encumbrances      Land      Property          Acquisition
                         (in thousands)                               (in thousands)
Brighton Crest
<S>                         <C>           <C>          <C>                <C>
  Apartments                $ 9,887       $ 2,619      $13,122            $(1,123)
The Fairway
  Apartments                  5,913         2,560        3,883              1,338
The Village
  Apartments                  3,378           615        3,799                978

        Totals              $19,178       $ 5,794      $20,804            $ 1,193
</TABLE>

                               Gross Amount At Which
                                     Carried
                              At December 31, 2004
                                 (in thousands)
<TABLE>
<CAPTION>

                       Buildings
                      And Related
                       Personal            Accumulated     Date of      Date   Depreciable
Description    Land    Property    Total   Depreciation  Construction Acquired  Life-Years
                                          (in thousands)
Brighton
<S>          <C>        <C>       <C>        <C>             <C>       <C>         <C>
  Crest      $ 1,911    $12,707   $14,618    $ 8,881         1987      09/87       5-30
The Fairway    2,213      5,568     7,781      3,820         1979      05/88       5-30
The Village      526      4,866     5,392      3,230         1986      05/88       5-30

   Totals    $ 4,650    $23,141   $27,791    $15,931
</TABLE>

Reconciliation of "investment properties and accumulated depreciation":

                                              Years Ended December 31,
                                                 2004          2003
                                                   (in thousands)
Investment Properties
Balance at beginning of year                    $26,976       $26,565
  Property improvements                             815           411
Balance at end of year                          $27,791       $26,976

Accumulated Depreciation
Balance at beginning of year                    $14,847       $13,789
  Additions charged to expense                    1,084         1,058
Balance at end of year                          $15,931       $14,847

The aggregate  cost of investment  properties for Federal income tax purposes at
December  31,  2004 and 2003,  is  approximately  $30,150,000  and  $29,435,000,
respectively.  Total accumulated depreciation for Federal income tax purposes at
December  31,  2004 and 2003,  is  approximately  $13,984,000  and  $12,928,000,
respectively.

Note F - Minority Interest in Joint Venture

The  Partnership  owns an 82.5% general  partner  interest in the Sterling Crest
Joint Venture ("Joint Venture") which operates  Brighton Crest  Apartments.  The
Partnership  exercises  control  over the  activities  of the Joint  Venture  in
accordance  with  the  Joint  Venture  Agreement.  The  minority  partner  is an
affiliated  public  partnership.  As a result of the use of the equity method of
accounting  for the minority  partner's  investment in the joint  venture,  that
minority  interest  has been  reduced  to zero.  When the  Joint  Venture  makes
distributions  in excess  of the  minority  partner's  investment  balance,  the
Partnership  as the  majority  partner,  records a charge  equal to the minority
partner's  excess  distribution  over the  investment  balance.  The  charge  is
classified as distributions to minority interest partner in excess of investment
on the accompanying consolidated statements of operations.  Losses are allocated
to the minority partner to the extent they do not create a minority deficit,  in
which case, the Partnership  recognizes 100% of the losses in operating  income.
The Partnership will recognize 100% of future net income of the Joint Venture to
the extent of previously unallocated losses and distributions.  Distributions to
the  minority  partner have reduced its  investment  balance to zero.  The Joint
Venture had a net loss of  approximately  $160,000 and $34,000  during the years
ended December 31, 2004 and 2003, respectively.  The minority partner's share of
net losses for the years  ended  December  31,  2004 and 2003 was  approximately
$28,000 and $6,000,  respectively.  However, the Partnership  recognized 100% of
the net loss due to the minority  partner's  investment balance being reduced to
zero in 2002. The remaining unallocated losses and distributions at December 31,
2004 are approximately  $870,000.  The Joint Venture  distributed  approximately
$33,000 to the minority  partner  during the year ended  December 31, 2003 which
was in excess of the  investment.  There were no  distributions  during the year
ended December 31, 2004.

Note G - Casualty

In August  2004,  the  Partnership's  investment  property  located in  Brandon,
Florida,  The Village  Apartments,  sustained damage from Hurricane Frances.  At
December 31, 2004, the damage is estimated to be approximately  $121,000,  which
will be  partially  covered by  insurance  proceeds.  The  Partnership  does not
anticipate  that it will  recognize a loss related to this casualty  because the
net book  value of the  damaged  assets  is less  than  the  expected  insurance
proceeds. In addition,  during the year ended December 31, 2004, the Partnership
accrued  approximately  $24,000  for  clean up costs at The  Village  Apartments
related to Hurricanes Frances and Jeanne.

Note H - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement and the judgment thereto. The plaintiffs have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
In addition both the Objector and plaintiffs filed briefs in connection with the
second appeal.  On March 21, 2005, the Court of Appeals issued  opinions in both
pending appeals. With regard to the settlement and judgment entered thereto, the
Court of Appeals vacated the trial court's order and remanded to the trial court
for further  findings on the basis that the "state of the record is insufficient
to permit meaningful  appellate  review".  With regard to the second appeal, the
Court of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Managing General  Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call". Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call".  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Managing  General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

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

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
property  asserting  claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  eliminate,  or at least  minimize,  the  effects  that mold  could have on
residents.  To date,  the  Partnership  has not incurred  any material  costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law  regarding  mold is unsettled and subject to change the Managing
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

SEC Investigation

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.



<PAGE>


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

            None.

Item 8A.    Controls and Procedures

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

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

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

Martha L. Long                   45   Director and Senior Vice President
Harry G. Alcock                  42   Director and Executive Vice President
Miles Cortez                     61   Executive Vice President, General Counsel
                                      and Secretary
Patti K. Fielding                41   Executive Vice President
Paul J. McAuliffe                48   Executive Vice President and Chief
                                      Financial Officer
Thomas M. Herzog                 42   Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters                43   Vice President

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

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

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

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Managing  General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

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

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

Stephen B. Waters was appointed Vice President of the Managing  General  Partner
in April  2004.  Mr.  Waters  previously  served as a  Director  of Real  Estate
Accounting   since   joining   AIMCO  in   September   1999.   Mr.   Waters  has
responsibilities for real estate and partnership accounting with AIMCO.

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

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

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

Item 10.    Executive Compensation

Neither the  directors  nor the  officers  received  any  remuneration  from the
Partnership for the year ended December 31, 2004.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding limited partnership
units of the Partnership owned by each person who is known by the Partnership to
own beneficially or exercise voting or dispositive  control over more than 5% of
the Partnership's limited partnership units, by each of the directors and by all
directors and executive  officers of the Managing  General Partner as a group as
of December 31, 2004.

     Entity                            Number of Units      Percentage

     AIMCO IPLP, L.P.                      2,482.83            8.75%
       (an affiliate of AIMCO)
     Cooper River Properties, LLC          3,937.00           13.88%
       (an affiliate of AIMCO)
     AIMCO Properties, L.P.               10,128.17           35.70%
       (an affiliate of AIMCO)

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

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

As of December 31, 2004, no director or officer of the Managing  General Partner
owns,  nor do the  directors  or  officers  as a whole  own more  than 1% of the
Partnership's  Units.  No such  director  or  officer  had any right to  acquire
beneficial ownership of additional Units of the Partnership.

Item 12.    Certain Relationships and Related Transactions

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

Affiliates of the Managing General Partner 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
$253,000  and  $266,000  for  the  years  ended  December  31,  2004  and  2003,
respectively, which is included in operating expenses.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $195,000 and
$175,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expense and investment  properties.  The
portion of these reimbursements  included in investment properties for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services   provided  by  an  affiliate  of  the  Managing   General  Partner  of
approximately $41,000 and $7,000, respectively. The fees are calculated based on
a percentage of current year additions to investment properties.  As of December
31, 2004,  the  Partnership  owed an affiliate of the Managing  General  Partner
approximately $140,000 of accrued accountable  administrative expenses, which is
included in due to affiliates.

The Partnership Agreement provides for the Managing General Partner to receive a
fee for managing the affairs of the Partnership.  The fee is 2% of adjusted cash
from  operations,  as  defined  in the  Partnership  Agreement.  Payment of this
management fee is  subordinated  and is payable only after the  Partnership  has
distributed to the limited  partners  adjusted cash from  operations in any year
equal to 10% of the limited partners adjusted invested capital as defined in the
Partnership  Agreement  or upon  the  refinance  or sale  of a  property  in the
Partnership.  Partnership  management fees earned were approximately $17,000 for
the year ended December 31, 2003 which is included in general and administrative
expenses.  No  Partnership  management  fees were paid during 2003. No such fees
were  earned  or  accrued  during  the year  ended  December  31,  2004.  Unpaid
subordinated  Partnership management fees at December 31, 2004 are approximately
$44,000 which is included in other liabilities.

During the year ended December 31, 2003 the Managing  General  Partner  advanced
the  Partnership  funds to cover  operational  expenses  totaling  approximately
$154,000 which was repaid by the Partnership  prior to December 31, 2003. During
the year ended  December  31, 2004 the  Managing  General  Partner  advanced the
Partnership  approximately  $490,000 to pay operational expenses and real estate
taxes for Fairway and Brighton Crest Apartments. Interest on advances is charged
at prime  plus 2%, or 7.25% at  December  31,  2004.  Interest  expense on these
advances was  approximately  $10,000 and $1,000 for the years ended December 31,
2004 and 2003,  respectively.  At December 31, 2004,  the amount of  outstanding
loans  and  interest  was  approximately  $500,000  and  is  included  in due to
affiliates.  Subsequent  to December 31,  2004,  the  Managing  General  Partner
advanced  approximately  $150,000 to the  Partnership  to pay property  taxes at
Fairway Apartments.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing General Partner. During the years ended December 31, 2004 and 2003, the
Partnership  was charged by AIMCO and its affiliates  approximately  $74,000 and
$73,000,  respectively,  for insurance  coverage and fees associated with policy
claims administration.

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership,  AIMCO and its affiliates  owned 16,548 limited  partnership
units (the "Units") in the  Partnership  representing  58.33% of the outstanding
Units at December 31, 2004.  A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.33% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership.  Although the Managing General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Managing  General  Partner  also  owes  fiduciary  duties  to  AIMCO as its sole
stockholder.  As a  result,  the  duties of the  Managing  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into  conflict with the duties of the Managing  General  Partner to AIMCO as its
sole stockholder.

Item 13.    Exhibits

            See Exhibit Index attached.


<PAGE>


Item 14.    Principal Accountant Fees and Services

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees billed for  services  rendered by Ernst & Young LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $42,000 and $43,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services  totaled  approximately  $16,000 and $19,000 for
2004 and 2003, respectively.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                    DAVIDSON GROWTH PLUS, L.P.


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

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


                                          /s/Stephen B. Waters
                                    By:   Stephen B. Waters
                                          Vice President


                                    Date: March 31, 2005


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/Harry G. Alcock            Director and Executive        Date: March 31, 2005
Harry G. Alcock               Vice President

/s/Martha L. Long             Director and Senior Vice      Date: March 31, 2005
Martha L. Long                President

/s/Stephen B. Waters          Vice President                Date: March 31, 2005
Stephen B. Waters


<PAGE>


                                  EXHIBIT INDEX


Exhibit

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

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

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

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

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

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

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

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

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

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

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

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

32.1              Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

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

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

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


<PAGE>


Exhibit 31.1
                                  CERTIFICATION

I, Martha L. Long, certify that:


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

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

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

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

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

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

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

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

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

Date:  March 31, 2005
                                        /s/Martha L. Long
                                        Martha L. Long
                                        Senior Vice President of Davidson
                                        Growth Plus GP Corporation,
                                        equivalent of the chief executive
                                        officer of the Partnership


<PAGE>


Exhibit 31.2
                                  CERTIFICATION

I, Stephen B. Waters, certify that:


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

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

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

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

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

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

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

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

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

Date:  March 31, 2005

                                  /s/Stephen B. Waters
                                  Stephen B. Waters
                                  Vice President of Davidson Growth
                                  Plus GP Corporation, equivalent of
                                  the chief financial officer of the
                                  Partnership


<PAGE>


Exhibit 32.1


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



In  connection  with the Annual  Report on Form 10-KSB of Davidson  Growth Plus,
L.P. (the "Partnership"), for the year ended December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the chief executive  officer of the Partnership,  and
Stephen B.  Waters,  as the  equivalent  of the chief  financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 31, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 31, 2005


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