FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                                SECTION 13 OR 15(d)
                   (As last amended by 34-31905, eff. 4/26/93)

                                   FORM 10-KSB

[X]   Annual Report Under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 [Fee Required]

                   For the fiscal year ended December 31, 1995
                                       or
[  ]  Transition Report Under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 [No Fee Required]

                  For the transition period.........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.)

One Insignia Financial Plaza, P.O. Box 1089
    Greenville, South Carolina                                    29602
(Address of principal executive offices)                        (Zip Code)

                    Issuer's telephone number (864) 239-1000

         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.  $4,968,138.

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, 1995:  $6,791,220
                                                                
                       DOCUMENTS INCORPORATED BY REFERENCE
1.  Portions of the Prospectus of Registrant dated August 13, 1986 (included in
Registration Statement, No. 0-15675, of Registrant) are incorporated by
reference into Parts I and III.

                                     PART I

Item 1.  Description of Business

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

   The offering of the Registrant's limited partnership units ("Units")
commenced on August 13, 1986, and terminated on March 30, 1988.  The Registrant
received gross proceeds from the offering of $28,375,750 and net proceeds of
$25,254,418.

   The Registrant's primary business is to acquire, operate and hold existing
income-producing residential real estate.  Industry segment information is not
relevant.  The Registrant does not engage in any foreign operations nor derive
any income from foreign sources.

   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," below for a description of the Registrant's remaining properties.

   The Registrant receives income from its properties and is responsible for
operating expenses, capital improvements and debt service payments under
mortgage obligations secured by the properties.  The Registrant financed its
properties primarily through non-recourse debt.  Therefore, in the event of
default, the lender can generally look only to the subject property for recovery
of amounts due.

   Both the income and expenses of operating the remaining properties owned by
the Registrant are subject to factors outside of the Registrant's control, such
as an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced 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 Registrant.

   For the year ended December 31, 1995, the Registrant's three  properties
accounted for, in the aggregate, approximately 99% of the Registrant's gross
revenues.  

Competition

   The real estate business is highly competitive and the Registrant's
properties are subject to competition from similar properties in the vicinity in
which they are located. The Partnership is not a significant factor in its
industry.  In addition, various limited partnerships have been formed by the
General Partners and/or their affiliates to engage in businesses which may be
competitive with the Registrant.

Employees

   The Registrant has no employees.  Management and administrative services are
performed by Davidson Diversified Properties, Inc., the Managing General
Partner, and by affiliates of Insignia Financial Group, Inc. ("Insignia"). 
Effective January 1, 1992, affiliates of Insignia began to provide asset
management, partnership administration, and investor relations services to the
Registrant.  See Item 12. "Certain Relationships and Related Transactions" for
an enumeration of the affiliates and the compensation and reimbursement received
from the Registrant during 1995 and 1994.

Item 2.     Description of Properties:

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

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


Schedule of Properties:

<TABLE>
<CAPTION>

                           Gross                                  
                          Carrying    Accumulated                         Federal
 Property                  Value      Depreciation    Rate     Method    Tax Basis
<S>                   <C>            <C>           <C>          <C>    <C>                           
 Brighton Crest Apts.  $12,596,410    $(4,422,241)  5-25 yrs     S/L    $12,800,250
                                                                                   
 The Village Apts.       4,230,667     (1,401,145)  5-25 yrs     S/L      3,732,344
                                                                                   
 The Fairway Apts.       6,515,820     (1,800,585)  5-25 yrs     S/L      5,974,040
                                                                                   
                       $23,342,897    $(7,623,971)                      $22,506,634
</TABLE>
                                                                               

   See Note A of the consolidated financial statements included in Item 7 for
the partnership's depreciation policy.



Schedule of Mortgages:
<TABLE>
<CAPTION>

                          Principal                                     Principal
                         Balance At                                      Balance
                        December 31,   Interest    Period    Maturity     Due At
 Property                   1995         Rate     Amortized    Date      Maturity
<S>                     <C>             <C>      <C>        <C>        <C>                         
 Brighton Crest Apts.                                                             
    1st mortgage         $ 6,288,903     7.83%    28.67 yrs  10/15/03   $5,516,196
    2nd mortgage             198,900     7.83%       (1)     10/15/03      198,900
                                                                                 
 The Village Apts.                                                                
    1st mortgage           1,934,924     7.83%    28.67 yrs  10/15/03    1,697,334
    2nd mortgage              61,200     7.83%       (1)     10/15/03       61,200
                                                                                 
 The Fairway Apts.                                                                
    1st mortgage           4,075,614     7.60%    21.42 yrs  11/15/02    3,142,190
    2nd mortgage             134,781     7.60%       (1)     11/15/02      134,781
                                                                                  
      Total               12,694,322                                              
                                                                                  
 Less unamortized                                                                 
    discounts               (372,506)                                             
                                                                                  
         Total           $12,321,816                                              

<FN>
(1) Interest only payments

</TABLE>

The discount is reflected as a reduction of the mortgage notes payable and
increases the effective rate of the debt to 8.13% for Brighton Crest Apartments
and The Village Apartments and 8.76% for the Fairway Apartments.

Average annual rental rate and occupancy for 1995 and 1994 for each property:


                                Average Annual                  Average 
                                 Rental Rates                  Occupancy
 Property                      1995          1994          1995          1994
                                                         
 Brighton Crest Apts.     $7,827/unit     $7,077/unit      95%           95%
 The Village Apts.         7,842/unit      7,330/unit      98%           97%
 The Fairway Apts.         6,655/unit      6,187/unit      97%           96%

Real estate taxes and rates in 1995 for each property were:

                                              1995          1995
                                             Taxes          Rate
                                                
               Brighton Crest Apts.        $174,133        3.37%
               The Village Apts.             79,322        2.48%
               The Fairway Apts.            162,609        2.35%
                                                   

    As noted under Item 1. "Description of Business," the Registrant's
properties are subject to competition from similar properties in the vicinity in
which the Registrant's properties are located.  It is the Managing General
Partner's opinion that the properties are adequately covered by insurance.  All
properties are multifamily residential housing developments with lease terms of
one year or less.  No resident leases 10% or more of the available rental space,
and no tenant carries on a business within or from the buildings.

    To facilitate the refinancing of The Fairway Apartments during 1992, the
property was restructured into a lower tier partnership, known as The New
Fairways, L.P., in which Davidson Growth Plus, L.P. is the 99.99% limited
partner.  Although legal ownership of the asset was transferred to a new entity,
Davidson Growth Plus, L.P. retained substantially all economic benefits from the
property.

    To facilitate the financing of Brighton Crest Apartments during 1993, the
property was restructured into a lower tier partnership, known as Brighton
Crest, L.P., in which Sterling Crest Joint Venture is the 99.99% limited
partner.  Sterling Crest Joint Venture is owned 82.5% by Davidson Growth Plus,
L.P. and 17.5% by Davidson Income Real  Estate, L.P.  Although legal ownership
of the asset was transferred to a new entity, Davidson Growth Plus, L.P.
retained substantially all of its original interest in the property.

Item 3.   Legal Proceedings

    The Registrant is unaware of any pending or outstanding litigation that is
not of a routine nature. The Managing General Partner of the Registrant believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.

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

    The Unit holders of the Registrant did not vote on any matters during the
fourth quarter of the fiscal year covered by this report.



                                     PART II


Item 5.   Market for Partnership Equity and Related Partner Matters

    As of December 31, 1995, there was minimal trading of the Units in the
secondary market.  On December 8, 1995, an affiliate of the Managing General
Partner, DGP Acquisition, L.L.C., ("DGP Acquisition"), distributed an offer to
purchase up to 11,349 Limited Partner Units (the "Tender Offer") for a cash
price of $240.00 per Unit to Limited Partners of record as of October 1, 1995. 
The Tender Offer, which originally expired on January 8, 1996, was extended to
January 16, 1996.  Approximately 254  Limited Partners holding 2,048.58 Units
(7.22% of total Units) accepted the Tender Offer and sold their units to DGP
Acquisition for an aggregate sales price of approximately $492,000. As of
January 1996, there were 2,829 holders of record owning an aggregate of
28,371.75 Units.

    Distributions per Unit for the years ended December 31, 1995 and December
31, 1994 were $47 and $8, respectively.  Calculations are based upon the
weighted average number of Units outstanding. 

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

    There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Registrant's Partnership Agreement.

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

Liquidity and Capital Resources

    The Partnership had unrestricted cash of $1,160,550 at December 31, 1995,
compared to unrestricted cash of $1,978,073 at December 31, 1994.  Net cash
provided by operating activities decreased due to an increase in payments of
accrued taxes and other liabilities and a decrease in collections of accounts
receivable.  Net cash used in investing activities increased due to fewer
receipts from restricted escrows which were used for property improvements and
repairs and maintenance.  Net cash used in financing activities increased
primarily due to increased distributions to partners.   

    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 as well as future maturing mortgage obligations and related
refinancing expenses.  Such assets are currently thought to be sufficient for
any near-term needs of the Partnership.  The mortgage indebtedness of
$12,321,816, net of discount, is amortized over varying periods as discussed in
"Item 2. Description of Properties."  The mortgage notes require balloon
payments at dates ranging from November 2002 to October 2003, by which time the
Managing General Partner intends to sell or refinance the individual properties.

    Future cash distributions of the Partnership will depend on the levels of
net cash generated from operations, refinancings, property sales and the
availability of portions of the funds described in the preceding paragraph. 
Cash distributions of $1,388,461 to the partners and $175,000 to the minority
interest holder were paid during the year ended December 31, 1995. 

Results of Operations

    The Partnership realized net income of $343,669 for the year ended December
31, 1995, compared to net income of $124,139 for the year ended December 31,
1994.

    Rental revenues increased in 1995 due to increases in rental rates at all of
the properties and slight occupancy increases at The Village Apartments and The
Fairway Apartments.  Other income increased in 1995 due to a tax refund of
$20,352 relating to The Village Apartments' property value reassessment and
increases in lease cancellation fees and late fees at The Fairway Apartments and
Brighton Crest Apartments.

    Total expenses remained stable for the years ended December 31, 1995 and
1994.  The slight increase in 1995 was due primarily to an increase in
maintenance expense.  Maintenance expense increased as a result of landscaping
of approximately $72,000 and wallpaper replacement of approximately $14,000 at
Brighton Crest Apartments. In addition, The Fairway Apartments replaced all of
the tenant mailboxes and planted trees at a cost of approximately $20,000 and
replaced countertops in several of the apartment units totalling approximately
$16,000.  These increases were offset by lower costs for carpet cleaning and
interior painting of approximately $61,000.  

    The loss on disposal of property represents roofs written off as they were
replaced at The Fairway Apartments.  

    The Managing General Partner continues to monitor the rental market
environment in each location of its apartment properties to assess the
feasibility of increasing rents and maintaining or increasing occupancy levels
to protect the Partnership from increases in expenses.  The Managing General
Partner expects to be able, at a minimum, to continue protecting the Partnership
from the burden of inflation-related increases in expenses by increasing rents
and maintaining a high overall occupancy level.  However, rental concessions and
rental reductions needed to offset softening market conditions could affect the
ability to sustain this plan.

Item 7.  Financial Statements


DAVIDSON GROWTH PLUS, L.P. 

LIST OF CONSOLIDATED FINANCIAL STATEMENTS


         Independent Auditors' Report  

         Consolidated Balance Sheet   December 31, 1995

         Consolidated Statements of Operations   Years ended December 31, 1995 
         and 1994

         Consolidated Statements of Changes in Partners  Capital (Deficit)  
         Years ended December 31, 1995 and 1994

         Consolidated Statements of Cash Flows   Years ended December 31, 1995 
         and 1994

         Notes to Consolidated Financial Statements

                Report of Ernst & Young LLP, Independent Auditors




The Partners
Davidson Growth Plus, L.P.

We have audited the accompanying consolidated balance sheet of Davidson Growth
Plus, L.P. (A Limited Partnership) as of December 31, 1995, and the related
consolidated statements of operations, changes in partners  capital (deficit)
and cash flows for each of the two years in the period ended December 31, 1995. 
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 generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership s management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Davidson Growth
Plus, L.P. (A Limited Partnership) as of December 31, 1995, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.


                                                 /s/ERNST & YOUNG LLP


Greenville, South Carolina
 January 31, 1996


                           DAVIDSON GROWTH PLUS, L.P.

                           CONSOLIDATED BALANCE SHEET

                                December 31, 1995




 Assets                                                                     
  Cash:                                                                     
     Unrestricted                                                $ 1,160,550
     Restricted-tenant security deposits                             107,900
  Accounts receivable                                                  9,473
  Escrows for taxes and insurance                                    285,310
  Restricted escrows                                                 458,700
  Other assets                                                       427,976
  Investment properties (Notes B and E):                                    
     Land                                        $ 4,649,770                
     Buildings and related personal property      18,693,127                
                                                  23,342,897                

     Less accumulated depreciation                (7,623,971)     15,718,926
                                                                            
                                                                 $18,168,835
                                                                            
                                                                            
 Liabilities and Partners' Capital (Deficit)                                
                                                                            
 Liabilities                                                                
  Accounts payable                                               $    33,314
  Tenant security deposits                                           105,150
  Accrued taxes                                                      162,609
  Other liabilities                                                  292,158
  Subordinated management fee (Note D)                                49,027
  Mortgage notes payable (Note B)                                 12,321,816

 Minority Interest                                                   332,607
                                                                            
 Partners' Capital (Deficit)                                                
  General partners                               $  (672,187)               
  Limited partners (28,371.75 units                                         
     issued and outstanding)                       5,544,341       4,872,154
                                                                            
                                                                 $18,168,835

           See Accompanying Notes to Consolidated Financial Statements


                           DAVIDSON GROWTH PLUS, L.P.

                       CONSOLIDATED STATEMENTS OF OPERATIONS        
                                       
                                 
                                                                              
                                                    Year Ended December 31,  
                                                      1995           1994      

 Revenues:                                                                  
    Rental income                                 $4,701,810      $4,459,376
    Other income                                     266,328         210,661
          Total revenues                           4,968,138       4,670,037
                                                                            
 Expenses:                                                                  
    Operating                                      1,263,996       1,308,546
    General and administrative                       214,417         211,489
    Property management fees                         242,834         229,833
    Maintenance                                      593,807         525,151
    Depreciation                                     712,319         674,836
    Interest                                       1,089,689       1,098,565
    Property taxes                                   427,841         415,425
    Subordinated partnership management fee           13,405          25,639
          Total expenses                           4,558,308       4,489,484
                                                                            
 Minority interest in net income of joint                                   
    venture                                          (56,863)        (42,468)

 Loss on disposal of property                         (9,298)        (13,946)
                                                                           
    Net income (Note C)                           $  343,669      $  124,139
                                                                            
 Net income allocated to general partners (3%)    $   10,310      $    3,724
 Net income allocated to limited partners (97%)      333,359         120,415
                                                                            
                                                  $  343,669      $  124,139
                                                              
 Net income per limited partnership unit          $    11.75      $     4.25   

           See Accompanying Notes to Consolidated Financial Statements

                           DAVIDSON GROWTH PLUS, L.P.

       CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) 

<TABLE>
<CAPTION>                                                                             
                                      Limited                    
                                   Partnership      General        Limited
                                      Units         Partners       Partners        Total    
                                                                                                 
<S>                                 <C>            <C>           <C>           <C>
Original capital contributions       28,371.75      $   1,000     $28,375,750   $28,376,750

Partners' capital (deficit) at                                                             
   December 31, 1993                 28,371.75      $(637,790)    $ 6,659,821   $ 6,022,031

Distributions to partners                   --         (6,777)       (222,447)     (229,224)

Net income for the year ended                                                              
   December 31, 1994                        --          3,724         120,415       124,139

Partners' capital (deficit) at                                                             
   December 31, 1994                 28,371.75       (640,843)      6,557,789     5,916,946

Distributions to partners                   --        (41,654)     (1,346,807)   (1,388,461)

Net income for the year ended                                                              
   December 31, 1995                        --         10,310         333,359       343,669

Partners' capital (deficit) at                                                             
   December 31, 1995                 28,371.75      $(672,187)     $5,544,341   $ 4,872,154

<FN>
           See Accompanying Notes to Consolidated Financial Statements

</TABLE>
                           DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS       
<TABLE>
<CAPTION>

                                                                              
                                                          Years Ended December 31, 
                                                             1995           1994     
<S>                                                     <C>             <C>
 Cash flows from operating activities:                                             
    Net income                                           $   343,669     $  124,139
    Adjustments to reconcile net income to net cash                                
       provided by operating activities:                                           
       Depreciation                                          712,319        674,836
       Amortization of discounts and loan costs               97,373         92,357
       Minority interest in net income of joint                                    
        venture                                               56,863         42,468
       Loss on disposal of property                            9,298         13,946
       Change in accounts:                                                         
         Restricted cash                                       3,260         (4,568)
         Accounts receivable                                  (1,169)       268,950
         Escrows for taxes and insurance                     (34,604)       (49,435)
         Accounts payable                                    (26,916)       (28,138)
         Tenant security deposits                             (1,612)           170
        Accrued taxes                                        (15,472)        25,958
         Other liabilities                                   (71,697)       125,853
         Subordinated management fee                          13,405         25,640
                                                                                   
            Net cash provided by operating activities      1,084,717      1,312,176
                                                                                  
 Cash flows from investing activities:                                             
    Property improvements and replacements                  (228,893)      (219,120)
    Deposits to restricted escrows                           (20,112)       (23,076)
    Receipts from restricted escrows                          98,863        188,884
                                                                                   
            Net cash used in investing activities           (150,142)       (53,312)
                                                                                   
 Cash flows from financing activities:                                             
    Payments on mortgage notes payable                      (188,637)      (174,745)
    Distributions to partners                             (1,388,461)      (289,830)
    Distributions to minority interest                      (175,000)       (93,531)
    Loan costs                                                    --        (51,175)
                                                                                  
            Net cash used in financing activities         (1,752,098)      (609,281)
                                                                                   
 Net (decrease) increase in cash                            (817,523)       649,583
 Cash at beginning of year                                 1,978,073      1,328,490
 Cash at end of year                                     $ 1,160,550     $1,978,073
                                                                                  
 Supplemental disclosure of cash flow information:                                 
    Cash paid for interest                               $   992,317     $1,006,207
   

<FN>
           See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                           DAVIDSON GROWTH PLUS, L.P. 

                   Notes To Consolidated Financial Statements

                                December 31, 1995

Note A   Organization and Significant Accounting Policies

Organization

Davidson Growth Plus, L.P. (the "Partnership ) is a Delaware limited partnership
organized in May  1986 to  acquire and operate residential  and commercial  real
estate properties.

Principles of Consolidation

The  consolidated  financial  statements include  all  of  the  accounts  of the
Partnership, its  99.99%  owned partnerships  and Sterling  Crest Joint  Venture
("Sterling Crest") since its acquisition on September 25, 1987.  The Partnership
owns 82.5%  of Sterling Crest.   All significant  interpartnership balances have
been eliminated.

Allocations to Partners

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

Depreciation

Depreciation is provided by the straight-line method over the estimated lives of
the rental  properties and related personal  property.   For Federal income  tax
purposes, the  accelerated cost  recovery method is used  (1) for  real property
over 18 years for additions after March 15, 1984, and before May 9, 1985, and 19
years for additions after May  8, 1985, and before January 1,  1987, and (2) for
personal property over 5  years for additions prior  to January 1,  1987.  As  a
result of the Tax Reform Act of 1986, for additions after December 31, 1986, the
modified accelerated cost recovery method  is used for depreciation of (1)  real
property additions over 27 1/2 years, and (2) personal property additions over 7
years.

Investment Properties

Prior  to 1995,  investment properties  were  carried at  the  lower of  cost or
estimated fair value, which was determined using the net operating income of the
investment property  capitalized at  a rate  deemed reasonable  for the  type of
property.   During the  fourth  quarter of  1995  the Partnership  adopted  FASB
Statement  No. 121, Accounting for  the Impairment of  Long-Lived Assets and for
Long-Lived Assets  to Be  Disposed Of, which  requires impairment  losses to  be
recorded on long-lived assets used in operations when indicators of impairment 

Note A - Organization and Significant Accounting Policies (continued)

are present and the  undiscounted cash flows estimated to be generated  by those
assets  are less  than the  assets' carrying  amount.   The  impairment loss  is
measured by comparing the fair  value of the asset to its  carrying amount.  The
effect of adoption was not material.

Use of Estimates

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

Cash

The Partnership considers only unrestricted  cash to be cash.  At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.

Restricted Escrows

        1) Capital Improvement Reserves
During 1993, at the time of  the new financing of Brighton Crest  Apartments and
The Village Apartments, a portion  of the proceeds were  designated for "Capital
Improvement  Reserves"  for certain  capital  improvements,  of  which  $120,300
related  to  Brighton  Crest  Apartments and  $33,695  related  to  The  Village
Apartments.   At December  31, 1995,  the remaining escrow balances  were $8,514
relating  to Brighton  Crest  Apartments  and $13,214  relating to  The  Village
Apartments.  The majority of the capital improvements were completed in 1995 for
Brighton Crest and any  remaining capital improvements required  are anticipated
to be completed  in early 1996.  Any excess funds will  be released for property
operations.  All of the  capital improvements needed and required at The Village
were completed at December  31, 1995.  The remaining balance  of $13,214 will be
released for property operations. 

During 1992, at the  time of the refinancing of The Fairway  Apartments mortgage
note  payable,  $238,300  of  the  proceeds  were  designated  for  a    Capital
Improvement Reserve  for certain capital improvements.  All capital improvements
needed and required were completed at December 31, 1995.  

        2) Reserve Account

In addition to  the Capital Improvement Reserves, general Reserve  Accounts also
were established  with a  portion of  the proceeds  from the  1993 financing, of
which $155,028 related  to Brighton Crest Apartments and $53,116 related  to The
Village 

Note A - Organization and Significant Accounting Policies  (continued)

Apartments.    These  funds  were  established to  cover  necessary  repairs and
replacements  of  existing improvements,  debt  service,  out-of-pocket expenses
incurred for ordinary  and necessary administrative tasks, and payments  of real
property taxes and insurance premiums.   The Partnership was required to deposit
net operating income (as  defined in the mortgage notes) from the  properties to
the respective  reserve accounts  until the reserve accounts  equalled $400  per
apartment  unit or $128,000 for  Brighton Crest Apartments, and  $44,800 for The
Village Apartments.   At  December 31,  1995, the balances in  the reserves  for
Brighton Crest Apartments and The Village Apartments were $134,275 and  $45,964,
respectively.

In addition to the  Capital Improvement Reserve established  in 1992, a  general
Reserve  Account of $256,000  was established with the  refinancing proceeds for
The Fairway  Apartments.  The balance  in the reserve at December  31, 1995, was
$256,733.    These  funds  were  established  to  cover  necessary  repairs  and
replacements  of  existing improvements,  debt  service,  out-of-pocket expenses
incurred  for ordinary and  necessary administrative tasks, and  payment of real
property taxes and insurance premiums.   Upon use of  the funds in this  reserve
the  Partnership is required to deposit net operating income (as defined in  the
mortgage  note) from the  refinanced property to the  respective reserve account
until the reserve accounts equal $1,000 per apartment unit or $256,000 in total.

Advertising

The  Partnership expenses  the costs  of advertising  as incurred.   Advertising
expense, included in operating  expenses, was $95,628 and  $95,335 for the years
ended December 31, 1995 and 1994, respectively.

Present Value Discounts

Periodically,  the Partnership  incurs debt  at below  market rates  for similar
debt.   Present value discounts  are recorded on the basis  of prevailing market
rates and are  amortized using the interest method over  the life of the related
debt.  The amortization expense is included in interest expense.

Fair Value

In 1995, the Partnership implemented Statement of Financial Accounting Standards
No. 107, "Disclosure about Fair Value of Financial Instruments," which  requires
disclosure of fair value information about financial instruments for which it is
practicable to estimate  that value.  The  carrying amount of the  Partnership's
cash and cash equivalents approximates fair value due to short-term maturities. 

Note A - Organization and Significant Accounting Policies  (continued)

The  Partnership  estimates  the  fair  value of  its  fixed  rate mortgages  by
discounted  cash flow  analysis,  based on  estimated borrowing  rates currently
available to the  Partnership.  The carrying amounts of  variable-rate mortgages
approximate fair value due to frequent re-pricing.

Leases

The Partnership generally leases apartment units for twelve-month terms or less.

Restricted Cash - Tenant Security Deposits

The  Partnership requires security  deposits from all apartment  lessees for the
duration of the lease which are  considered to be restricted cash.  Deposits are
refunded when the  tenant vacates the apartment if  there has been no  damage to
the unit.

Loan Costs

Loan costs  are being amortized over the  life of the loans  using the straight-
line method.  The related amortization expense is included in interest expense.

Reclassifications

Certain reclassifications have been made  to the 1994 balances to conform to the
1995 presentation.

Note B - Mortgage Notes Payable

The principal terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>
                                                                              
                         Principal      Monthly                                Principal
                         Balance At     Payment          Stated                 Balance
                        December 31,   Including        Interest   Maturity     Due At
 Property                 1995         Interest           Rate      Date       Maturity
<S>                   <C>              <C>              <C>       <C>                                  
 The Fairway Apts.                                                                      
   1st mortgage        $ 4,075,614      $34,395           7.60%    11/15/02   $3,142,190
   2nd mortgage            134,781          854   (1)     7.60%    11/15/02      134,781
                                                                                        
 Brighton Crest                                                                         
   1st mortgage          6,288,903       46,999           7.83%    10/15/03    5,516,196
   2nd mortgage            198,900        1,298   (1)     7.83%    10/15/03      198,900
                                                                                        
 The Village Apts.                                                                      
   1st mortgage          1,934,924       14,468           7.83%    10/15/03    1,697,334
   2nd mortgage             61,200          399   (1)     7.83%    10/15/03       61,200
                                                                                        
                        12,694,322      $98,413                                         
 Less unamortized                                                                       
   discounts              (372,506)                                                     
                                                                                        
      Totals           $12,321,816                                                      
<FN>                                                                                        
(1)  Interest only payments
(2)  The carrying  amount of  the Partnership's mortgages  approximates the fair
     value.

</TABLE>

The  discount is  reflected as  a reduction  of the  mortgage notes  payable and
increases the effective rate of the debt to 8.13% for Brighton Crest  Apartments
and The Village Apartments and 8.76% for the Fairway Apartments.

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

Note B    Mortgage Notes Payable (continued)

Scheduled principal payments of mortgage notes payable subsequent to December 31
are as follows:


         Years Ending December 31,                                   
                  1996                         $  203,778            
                  1997                            220,055            
                  1998                            237,634            
                  1999                            256,617            
                  2000                            277,117            
                  Thereafter                   11,499,121            

                                              $12,694,322            
Note C - Income Taxes

The Partnership has received a ruling from the Internal Revenue Service that  it
is 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.

Differences between the net income as reported and Federal taxable income result
primarily from  (1) amortization  of present  value discounts,  (2) depreciation
over  different methods  and  lives and  on  differing cost  bases  of apartment
properties, and (3) change in rental income received in advance.   The following
is a reconciliation of reported net income and Federal taxable income:
                                                                             
                                                    1995              1994  
                                                                              
             Net income as reported              $ 343,669          $124,139
             Add (deduct):                                                     
                Depreciation differences          (151,561)         (180,535)
                Unearned income                    (82,932)          110,706
                Amortization                        (6,873)           (8,958)
                Miscellaneous                        1,012            19,736
                                                                           
             Federal taxable income              $ 103,315         $  65,088
                                                                               
             Federal taxable income per                                        
                limited partnership unit         $    3.53         $    2.23 


Note  C - Income Taxes (continued)

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

     Net assets as reported                           $ 4,872,154
     Land and buildings                                 5,648,512
     Accumulated depreciation                           1,138,796
     Syndication and distribution costs                 3,765,715
     Other                                               (718,982)

     Net assets - Federal tax basis                   $14,706,195


Note D   Transactions with Affiliated Parties

Affiliates of  Insignia Financial Group,  Inc. ("Insignia") own  the controlling
ownership interest  in the Partnership s Managing  General Partner, with certain
affiliates  of Insignia  providing  property  management  and  asset  management
services to the Partnership.

The  following payments were  made to  Insignia and its  affiliates in  1995 and
1994: 

                                               1995              1994  

     Property management fees                $242,834          $229,833
     Data processing services                   3,331             2,633
     Marketing services                         3,439             4,709
     Reimbursement for services                                        
       of affiliates                          142,799           134,393

The Partnership insures its properties  under a master policy through  an agency
and insurer unaffiliated with the Managing General Partner.  An affiliate of the
Managing General Partner  acquired, in  the acquisition  of a  business, certain
financial obligations from an  insurance agency which was later acquired by  the
agent who  placed the current year's master  policy.  The current  agent assumed
the financial obligations to the  affiliate of the Managing General Partner, who
receives payments  on  these obligations  from  the agent.   The  amount of  the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing  General  Partner  by   virtue  of  the  agent's   obligations  is  not
significant.

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.  The fee  is payable
only  after the Partnership  has distributed, to the  limited partners, adjusted
cash from operations in any year equal to 10% of their adjusted invested capital
as  defined  in  the  Partnership Agreement.    Unpaid subordinated  partnership
management  fees at  December 31,  1995 are  $49,027.   Included in  the $49,027
subordinated  management fee  payable  at  December 31,  1995,  were partnership
management fees of $25,639 for 1994 and $13,405 for 1995. 

On  December  8,  1995,  an  affiliate  of  the  Managing  General  Partner, DGP
Acquisition, L.L.C., ("DGP Acquisition"), distributed an offer to purchase up to
11,349  Limited Partner Units (the "Tender  Offer") for a cash  price of $240.00
per Unit to Limited Partners of record as of October 1, 1995.  The Tender Offer,
which originally expired on  January 8, 1996, was extended to January  16, 1996.
Approximately 254 Limited Partners holding 2,048.58 Units (7.22% of total Units)
accepted  the Tender  Offer  and  sold their  units  to DGP  Acquisition  for an
aggregate sales price of approximately $492,000.

Note E - Investment Properties and Accumulated Depreciation

<TABLE>
<CAPTION>


                                                  Initial Cost
                                                 To Partnership  
                                                                             Cost
                                                           Buildings     Capitalized
                                                          and Related     (Removed)
                                                           Personal     Subsequent to
 Description              Encumbrances        Land         Property      Acquisition
<S>                      <C>             <C>            <C>              <C>     
 Investment Properties                                                               
                                                                                   
 Brighton Crest Apts.                                                                
      Marietta, Georgia    $ 6,487,803    $2,619,054     $13,121,987      $   925,369
                                                                           (4,070,000)
 The Fairway Apts.                                                                   
      Plano, Texas           4,210,395     2,560,000       3,882,831        1,009,985
                                                                             (936,996)
 The Village Apts.                                                                   
      Brandon, Florida       1,996,124       615,000       3,799,095          454,572
                                                                            (638,000)
                                                                                     
            Totals         $12,694,322    $5,794,054     $20,803,913      $(3,255,070)

</TABLE>
                                                                           
Note E - Investment Properties and Accumulated Depreciation (continued)

<TABLE>
<CAPTION>
                                                                                 
                               Gross Amount At Which Carried                                                
                                     At December 31, 1995    

                                          Buildings                                                           
                                         And Related                                                          
                                           Personal                        Accumulated     Date of        Date      Depreciable
  Description                  Land        Property          Total        Depreciation   Construction    Acquired   Life-Years
<S>                      <C>           <C>              <C>             <C>                 <C>            <C>        <C>
  Brighton Crest Apts.                                                                                          
    Marietta, Georgia     $1,911,281    $10,685,129      $12,596,410     $(4,422,241)        1987          09/87       25
                                                                                                                
  The Fairway Apts.                                                                                             
    Plano, Texas           2,212,362      4,303,458        6,515,820      (1,800,585)        1979          05/88       25
                                                                                                                
  The Village Apts.                                                                                             
    Brandon, Florida         526,127      3,704,540        4,230,667      (1,401,145)        1986          05/88       25
                                                                                     
    Totals                $4,649,770     $18,693,127     $23,342,897     $(7,623,971)                                              

</TABLE>

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

Reconciliation of  Investment Properties and Accumulated Depreciation :

                                               Years Ended December 31,   

                                                1995            1994   
 Investment Properties                                                 
 Balance at beginning of year               $23,131,437     $22,935,561
      Property improvements                     228,893         219,120
      Disposal of property                      (17,433)        (23,244)
                                                                       
 Balance at End of Year                     $23,342,897     $23,131,437
                                                                       
 Accumulated Depreciation                                              
 Balance at beginning of year               $ 6,919,787     $ 6,254,249
      Additions charged to expense              712,319         674,836
      Disposal of property                       (8,135)         (9,298)
                                                                       
 Balance at end of year                     $ 7,623,971     $ 6,919,787



Note E - Investment Properties and Accumulated Depreciation (continued)

The  aggregate  cost of  the  real estate  for  Federal income  tax  purposes at
December 31,  1995 and 1994  is $28,991,808  and $28,762,516.   The  accumulated
depreciation taken for Federal income tax purposes at December 31, 1995 and 1994
is $6,485,174 and $5,621,294, respectively.

                                    PART III

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

   None.


Item 9.  Directors and Executive Officers of the Registrant

   The Registrant does not have any directors or officers.  The Managing General
Partner,   Davidson  Diversified  Properties,  Inc.,  is   responsible  for  the
management and control  of substantially all of the Registrant's  operations and
has general responsibility  and ultimate authority in all matters  affecting the
Registrant's business.  The Individual General Partner, in his capacity as such,
did  not  devote any  material  amount  of business  time  or  attention  to the
Registrant's affairs.  

   The present officers of the Managing General Partner are listed below


Name                                     Age          Position

Carroll D. Vinson                        55           President

Robert D. Long, Jr.                      28           Controller  and  Principal
                                                      Accounting Officer

William H. Jarrard, Jr.                  49           Vice President

John K. Lines                            36           Secretary
                                         
Kelley M. Buechler                       38           Assistant Secretary


    Carroll  D.  Vinson has  been President  of Metropolitan  Asset Enhancement,
L.P., and  subsidiaries since  August of 1994.   Prior to  that, during 1993  to
August 1994, Mr.  Vinson was affiliated with Crisp, Hughes & Co. (a regional CPA
firm)  and  engaged  in  various  other investment  and  consulting  activities.
Briefly,  in early  1993, Mr.  Vinson  served as  President and  Chief Executive
Officer  of Angeles  Corporation, a real  estate investment firm.   From 1991 to
1993,  Mr. Vinson  was  employed  by Insignia  in various  capacities  including
Managing  Director-President during  1991.  From  1986 to  1990, Mr.  Vinson was
President and  a Director  of U.S. Shelter Corporation,  a real  estate services
company,  which sold  substantially all  of its  assets to Insignia  in December
1990.
     
    Robert  D. Long, Jr. is Controller  and Principal Accounting Officer.  Prior
to joining  Metropolitan Asset  Enhancement, L.P., and subsidiaries,  he was  an
auditor for the State  of Tennessee and was associated with the  accounting firm
of  Harshman  Lewis and  Associates.   He  is a  graduate  of The  University of
Memphis.

    William  H. Jarrard, Jr.  is Managing Director  - Partnership Administration
of Insignia.  During the five years prior to joining Insignia in 1991, he served
in a similar capacity for U.S. Shelter.  

    John K. Lines has been General Counsel and Secretary of Insignia  since June
1994.   From  May  1993 until  June 1994,  Mr. Lines  was the  Assistant General
Counsel and Vice  President of Oewen Financial  Corporation in West Palm  Beach,
Florida.  From  October 1991 until April 1993,  Mr. Lines was a  Senior Attorney
with Banc One  Corporation in Columbus, Ohio.  From May 1984 until October 1991,
Mr. Lines was employed as an Associate Attorney with Squire Sanders & Dempsey in
Columbus, Ohio.

    Kelley  M. Buechler  is Assistant Secretary  of Insignia.   During  the five
years prior to joining  Insignia in 1991, she  served in a similar capacity  for
U.S. Shelter.  Ms. Buechler is a graduate of the University of North Carolina.

Item 10.   Executive Compensation

   The Registrant was not  required to and did not pay remuneration  to officers
and/or directors of the Managing General Partner  during 1995 or 1994.  See Note
D  of  the  Notes to  the  Consolidated Financial  Statements in  Item  7  for a
discussion of compensation  and reimbursements paid to the General  Partners and
certain affiliates.


Item 11.   Security Ownership of Certain Beneficial Owners and Management

   Except  as provided  below, as of  February 15, 1996, no  security holder was
known by the Registrant to be the  beneficial owner of more than 5% of the Units
of the Registrant:
                                                                              
                                   Number of      Percent
    Name and Address                 Units        Of Total
                                       
    DGP Acquisition, L.L.C.         2,048.58       7.22%

   The  Units reflected  above  were  acquired by  DGP  Acquisition,  L.L.C., an
affiliate of the Managing General Partner, pursuant to its offer  dated December
8, 1995, to purchase Units for a purchase price of $240.00 per Unit (the "Tender
Offer").

   As  of February  15, 1996,  no director  or officer  of the  Managing General
Partner owns, nor  do the directors or  officers as a whole own  more than 1% of
the Registrant's Units.   No such director or  officer had any right to  acquire
beneficial ownership of additional Units of the Registrant.


Item 12.  Certain Relationships and Related Transactions

   Davidson Diversified  Properties, Inc.,  the Managing General  Partner of the
Registrant,  is  owned  by  MAE  GP  Corporation,   which  is  wholly  owned  by
Metropolitan Asset Enhancement, L.P., an affiliate of Insignia.

   Effective January  1, 1992,   services for  partnership administration, asset
management, and  investor relations  were  assumed  by affiliates  of  Insignia.
Affiliates of Insignia received management fees of $242,834 and $229,833 in 1995
and  1994, respectively.    Administrative fees  of $142,799  and  $134,393 were
received in 1995 and 1994, respectively.

   The  Partnership Agreement  provides  for the  Managing  General  Partner  to
receive a  fee for managing  the affairs of  the Registrant.  The  fee is 2%  of
adjusted cash from operations, as defined in the Partnership Agreement.  The fee
is payable only  after the Registrant has  distributed to all  limited partners,
adjusted cash  from  operations in  any year  equal  to  10% of  their  adjusted
invested capital as  defined in the Partnership Agreement.   Fees of $49,027 are
unpaid at December 31, 1995 (See Note D to the Consolidated Financial Statements
in Item 7).


Item 13.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

      (a)  Exhibits:  see Exhibit Index contained herein.

      (b)  No  Reports on  Form 8-K were  filed during the  fourth quarter  of  
           1995.

                                   SIGNATURES


     In accordance with Section 13 or 15(d) 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 Diversified Properties, Inc.,
                                         as Managing General Partner



                                    By:  /s/Carroll D. Vinson                 
                                         Carroll D. Vinson
                                         President


                                    Date: March 12, 1996


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



/s/Carroll D. Vinson                  President                 March 12, 1996
Carroll D. Vinson



/s/Robert D. Long, Jr.                Controller and Principal  March 12, 1996
Robert D. Long, Jr.                   Accounting Officer




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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10Y     Stock certificate, dated  December 31, 1991  showing ownership of  1,000
        shares of Davidson Diversified Properties, Inc. by MAE GP Corporation.
10Z     Contracts related to refinancing of debt:

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

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

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

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

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

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

10AA  Contracts related to refinancing of debt:

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

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

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

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

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

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

10BB  Contracts related to refinancing of debt:

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

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

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

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

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

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

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

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

22        Subsidiaries.

27        Financial Data Schedule.

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

99A       Agreement of Limited  Partnership for Brighton Crest GP,  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,  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.