FORM 10-QSB---QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                   U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

              For the quarterly period ended September 30, 2001


[ ]   TRANSITION REPORT PURSUANT TO 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.
      (Exact name of small business issuer as specified in its charter)



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

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

                                 (864) 239-1000
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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___



<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                          DAVIDSON GROWTH PLUS, L.P.

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                       (in thousands, except unit data)

                               September 30, 2001

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 560
   Receivables and deposits                                                     106
   Restricted escrows                                                           178
   Other assets                                                                 285
   Investment properties:
       Land                                                  $ 4,650
       Buildings and related personal property                 21,413
                                                               26,063
       Less accumulated depreciation                          (12,517)       13,546
                                                                           $ 14,675
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $ 52
   Tenant security deposit liabilities                                           95
   Accrued property taxes                                                       386
   Other liabilities                                                            330
   Mortgage notes payable                                                    14,235

Minority interest                                                                16

Partners' (Deficit) Capital
   General partners                                           $ (831)
   Limited partners (28,371.75 units issued and
      outstanding)                                                392          (439)
                                                                           $ 14,675


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

b)

                          DAVIDSON GROWTH PLUS, L.P.

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


                                           Three Months               Nine Months
                                       Ended September 30,       Ended September 30,
                                        2001         2000          2001        2000

 Revenues:
<S>                                   <C>           <C>          <C>          <C>
    Rental income                     $ 1,414       $ 1,385      $ 4,201      $ 4,022
    Other income                          107            90          314          279
          Total revenues                1,521         1,475        4,515        4,301

 Expenses:
    Operating                             532           514        1,528        1,507
    General and administrative             76           100          212          228
    Depreciation                          244           233          744          714
    Interest                              295           255          874          757
    Property taxes                        120           133          371          370
          Total expenses                1,267         1,235        3,729        3,576

 Income before minority interest
    in net income of joint venture        254           240          786          725
 Minority interest in net income
    of joint venture                      (29)          (24)         (80)         (64)

 Net income                            $ 225         $ 216        $ 706        $ 661

 Net income allocated to general
    partners (3%)                       $ 7           $ 6          $ 21        $ 20
 Net income allocated to limited
    partners (97%)                        218           210          685          641

                                       $ 225         $ 216        $ 706        $ 661

 Net income per limited
    partnership unit                   $ 7.68       $ 7.40       $ 24.14      $ 22.59

 Distributions per limited
    partnership unit                   $ 9.91        $ --        $ 49.70      $ 23.76

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>

c)

                          DAVIDSON GROWTH PLUS, L.P.

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


<TABLE>
<CAPTION>

                                        Limited
                                      Partnership    General     Limited
                                         Units      Partners     Partners      Total

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

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

Distributions to partners                     --         (44)     (1,410)      (1,454)

Net income for the nine
   months ended September 30, 2001            --          21         685          706

Partners' (deficit) capital
   at September 30, 2001               28,371.75     $ (831)      $ 392        $ (439)

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

d)

                          DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                (in thousands)

<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 706        $ 661
  Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation                                                  744          714
      Casualty gain                                                 (13)          --
      Amortization of discounts and loan costs                       51           83
      Minority interest in net income of joint venture               80           64
      Change in accounts:
         Receivables and deposits                                   329          156
         Other assets                                               (35)         (27)
         Accounts payable                                           (64)         (28)
         Tenant security deposit liabilities                        (11)          (7)
         Accrued property taxes                                     133          175
         Other liabilities                                          136          (17)
            Net cash provided by operating activities             2,056        1,774

Cash flows from investing activities:
  Property improvements and replacements                           (433)        (600)
  Net deposits to restricted escrows                                 (2)        (171)
  Insurance proceeds received                                        23           --
            Net cash used in investing activities                  (412)        (771)

Cash flows from financing activities:
  Payments on mortgage notes payable                               (207)        (211)
  Loan costs paid                                                   (16)          --
  Distributions to partners                                      (1,454)        (695)
  Distributions to minority partner                                (168)         (83)
            Net cash used in financing activities                (1,845)        (989)

Net (decrease) increase in cash and cash equivalents               (201)          14
Cash and cash equivalents at beginning of period                    761          746
Cash and cash equivalents at end of period                       $ 560        $ 760

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 778        $ 675

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

e)

                          DAVIDSON GROWTH PLUS, L.P.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Davidson Growth
Plus, L.P. (the  "Partnership" or "Registrant") have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form  10-QSB and Item 310(b) of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of Davidson  Growth Plus GP Corporation  (the  "Managing  General
Partner"),  all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and nine month  periods  ended  September  30, 2001,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2001. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Partnership's  Annual Report on
Form 10-KSB for the fiscal year ended  December 31, 2000.  The Managing  General
Partner  is  an  affiliate  of  Apartment   Investment  and  Management  Company
("AIMCO"), a publicly traded real estate investment trust.

Principles of Consolidation

The consolidated financial statements of the Partnership include its 99% limited
partnership  interest in The New Fairways,  LP and its 82.5% general partnership
interest in Sterling  Crest Joint  Venture  ("Sterling  Crest")  which  operates
Brighton  Crest.  Because the  Partnership may remove the general partner of The
New  Fairways,  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.

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
required that those  enterprises  report  selected  information  about operating
segments in interim financial reports. It also established standards for related
disclosures about products and services,  geographic areas, and major customers.
As defined in SFAS No. 131, the Partnership has only one reportable segment. The
Managing General Partner believes that segment-based disclosures will not result
in a more meaningful  presentation than the consolidated financial statements as
currently presented.

Note B - Transactions with Affiliated Parties

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

The  following  amounts  were paid or accrued to the  Managing  General  Partner
and/or its affiliates during the nine month periods ended September 30, 2001 and
2000:

                                                                  2001      2000
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $230      $219
 Reimbursement for services of affiliates (included in
   general and administrative expense and investment
   properties)                                                     299       124
 Subordinated management fee (included in general and
   administrative expense and other liabilities)                    24        25

During the nine months  ended  September  30, 2001 and 2000,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  paid to such  affiliates  approximately
$230,000 and $219,000  for the nine months  ended  September  30, 2001 and 2000,
respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $299,000 and
$124,000 for the nine months ended  September  30, 2001 and 2000,  respectively.
Included  in the  balance  for the nine  months  ended  September  30,  2001 are
$182,000 of construction service reimbursements.

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.  Unpaid and accrued  subordinated  Partnership  management  fees at
September  30,  2001,  are  approximately  $24,000.  This  amount  reflects  the
Partnership management fees for the nine month period ended September 30, 2001.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,   AIMCO  and  its  affiliates   currently  own  15,987.75   limited
partnership  units in the  Partnership  representing  56.35% of the  outstanding
units at September 30, 2001. A number of these units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  56.35% of the  outstanding  units,  AIMCO is in a
position to control all voting  decisions with respect to the  Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner.

Note C - Distributions to Partners

During the nine months ended  September 30, 2001, the  Partnership  declared and
paid distributions of approximately $1,454,000  (approximately $1,410,000 to the
limited partners or $49.70 per limited  partnership  unit) to its partners.  The
distributions consisted of approximately $1,188,000 (approximately $1,152,000 to
the limited partners or $40.61 per limited partnership unit) from operations and
approximately $266,000  (approximately $258,000 to the limited partners or $9.09
per  limited  partnership  unit) from the  proceeds  of the  refinancing  of the
mortgage loans encumbering The Fairway  Apartments in December 2000.  Subsequent
to September 30, 2001, the Partnership  declared a distribution  from operations
of  approximately  $284,000  (approximately  $275,000 to the limited partners or
$9.69 per  limited  partnership  unit) to its  partners.  During the nine months
ended September 30, 2000, the Partnership paid  distributions from operations of
approximately $695,000 (approximately $674,000 to the limited partners or $23.76
per limited partnership unit) to its partners.

Note D - Refinancing of Mortgage Note Payable

On December 15, 2000, the  Partnership  refinanced the mortgage  encumbering The
Fairway  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$3,599,000  with a new  mortgage in the amount of  $6,575,000.  The new mortgage
carries a stated interest rate of 7.27% as compared to the 7.6% interest rate on
the old  mortgage.  Payments on the mortgage loan are due monthly until the loan
matures  on January 1, 2021.  Total  capitalized  loan costs were  approximately
$122,000  during the year ended  December  31,  2000.  Additional  loan costs of
approximately  $16,000 were  capitalized  during the nine months ended September
30, 2001.

Note E - Casualty Event

During the nine  months  ended  September  30,  2001,  a net  casualty  gain was
recorded at Brighton Crest  Apartments.  The casualty gain was related to a wind
storm that  occurred  in  February  2001.  The gain was the result of  insurance
proceeds received as of September 30, 2001 of approximately $23,000 less the net
book value of the damaged property of approximately $10,000.

Note F - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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

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

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
nine months ended September 30, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      Brighton Crest Apartments                     94%        94%
         Marietta, Georgia
      The Fairway Apartments                        97%        95%
         Plano, Texas
      The Village Apartments                        95%        96%
         Brandon, Florida

Results of Operations

The  Partnership  realized  net income of  approximately  $706,000  for the nine
months  ended  September  30,  2001,  compared  to net  income of  approximately
$661,000 for the nine months ended  September 30, 2000.  The  Partnership's  net
income for the three months ended September 30, 2001, was approximately $225,000
compared to net income of  approximately  $216,000  for the three  months  ended
September  30,  2000.  The  increase in net income for the three and nine months
ended  September  30,  2001 is due to an increase  in total  revenues  partially
offset by an increase in total expenses and an increase in minority  interest in
income from the joint venture.

Total  revenues  increased for the three and nine month periods ended  September
30, 2001 as a result of an increase  in rental  income and other  income and the
casualty gain at Brighton Crest Apartments due to a wind storm in February 2001.
The gain was the result of insurance proceeds of approximately  $23,000 less the
net book value of the damaged property of approximately  $10,000.  Rental income
increased primarily due to an increase in average rental rates and a decrease in
concessions at all of the Partnership's  properties and an increase in occupancy
at The Fairway  Apartments  which more than offset the  decrease in occupancy at
The Village  Apartments.  Other  income  increased  for the three and nine month
periods  ended  September  30, 2001  primarily  due to an increase in  utilities
reimbursements  at all of  the  Partnership's  properties  partially  offset  by
reduced  interest income due to lower average cash balances in interest  bearing
accounts.

The  increase  in total  expenses  for the three and nine  month  periods  ended
September 30, 2001 is due to increases in depreciation,  interest, and operating
expenses partially offset by decreased general and administrative  expenses. The
increase  in  depreciation  expense for the three and nine month  periods  ended
September 30, 2001 is due to capital improvements placed into service during the
past twelve months which are now being  depreciated.  Interest expense increased
for the  three  and nine  month  periods  ended  September  30,  2001 due to the
refinancing  of The Fairway  Apartments  in  December  2000 (see  discussion  in
"Liquidity and Capital  Resources").  Operating expenses increased for the three
and nine month  periods  ended  September  30, 2001  primarily  due to increased
natural gas bills at The Fairway  Apartments and increased  insurance expense at
all  of  the  Partnership's  properties.  General  and  administrative  expenses
decreased  primarily  due to a decrease in the cost of services  included in the
management  reimbursements  to the Managing General Partner as allowed under the
Partnership  Agreement  and  decreased  legal  expenses.  In  addition  to these
reimbursements,  costs  associated with the quarterly and annual  communications
with  investors  and  regulatory  agencies and the annual audit  required by the
Partnership Agreement are also included in general and administrative  expenses.
The increase in minority  interest in net income of joint  venture for the three
and nine month periods ended September 30, 2001 is due to an increase in the net
income of the joint venture,  resulting  primarily from increased average rental
rates and the  casualty  gain due to a wind storm in February  2001 at the joint
venture's property, Brighton Crest as discussed above.

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

Liquidity and Capital Resources

The  Partnership  held cash and cash  equivalents of  approximately  $560,000 at
September 30, 2001,  compared to  approximately  $760,000 at September 30, 2000.
The decrease in cash and cash  equivalents  of  approximately  $201,000 from the
Partnership's   cash  balance  at  December   31,  2000  is  due   primarily  to
approximately  $412,000 of cash used in investing  activities and  approximately
$1,845,000 of cash used in financing  activities,  which was partially offset by
approximately $2,056,000 of cash provided by operating activities.  Cash used in
investing   activities   consisted   primarily  of  property   improvements  and
replacements and, to a lesser extent, net deposits to escrow accounts maintained
by the mortgage lenders partially offset by insurance  proceeds  received.  Cash
used  in  financing  activities  consisted  primarily  of  distributions  to the
partners,  and to a lesser  extent,  principal  payments  made on the  mortgages
encumbering the Partnership's properties,  distributions to the minority partner
of  Sterling  Crest and loan costs  paid.  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.   Capital
improvements planned for the Partnership's properties are detailed below.

Brighton Crest Apartments

During the nine months ended  September  30,  2001,  the  Partnership  completed
approximately  $211,000  of capital  improvements  at the  property,  consisting
primarily  of  plumbing  fixture  upgrades,   carpet  and  vinyl   replacements,
appliances, structural improvements, and wall coverings. These improvements were
funded from  operating cash flow and insurance  proceeds.  The  Partnership  has
evaluated the capital  improvement  needs of the property for the year 2001. The
amount  budgeted  is  approximately  $225,000,  consisting  primarily  of  water
conservation   projects  and  interior  and  exterior   building   improvements.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Fairway Apartments

During the nine months ended  September  30,  2001,  the  Partnership  completed
approximately  $98,000  of  capital  improvements  at the  property,  consisting
primarily of carpet replacements, interior decoration, and air conditioning unit
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership has evaluated the capital  improvement needs of the property for the
year 2001. The amount budgeted is approximately  $123,000,  consisting primarily
of air conditioning unit replacements,  carpet and vinyl replacements,  interior
upgrades,  window  treatments,  and appliances.  Additional  improvements may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

The Village Apartments

During the nine months ended  September  30,  2001,  the  Partnership  completed
approximately  $124,000  of capital  improvements  at the  property,  consisting
primarily of interior decoration,  carpet and vinyl replacements and appliances.
These  improvements  were funded from operating cash flow and the  Partnership's
reserves.  The  Partnership has evaluated the capital  improvement  needs of the
property  for the year 2001.  The amount  budgeted  is  approximately  $131,000,
consisting  primarily of air conditioning unit replacement,  appliances,  carpet
and vinyl replacements, and interior decoration.  Additional improvements may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

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

On December 15, 2000, the  Partnership  refinanced the mortgage  encumbering The
Fairway  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$3,599,000  with a new  mortgage in the amount of  $6,575,000.  The new mortgage
carries a stated interest rate of 7.27% as compared to the 7.6% interest rate on
the old  mortgage.  Payments on the mortgage loan are due monthly until the loan
matures fully amortized on January 1, 2021.  Total  capitalized  loan costs were
approximately  $122,000 during the year ended December 31, 2000. Additional loan
costs of  approximately  $16,000 were  capitalized  during the nine months ended
September 30, 2001.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately  $14,235,000,  net of discounts, is amortized over
periods ranging from  approximately  20 to 29 years with balloon payments due in
2003 of approximately $5,715,000 for Brighton Crest Apartments and approximately
$1,758,000 for The Village Apartments. The Managing General Partner will attempt
to refinance such indebtedness and/or sell the properties prior to such maturity
dates. If the properties  cannot be refinanced or sold for a sufficient  amount,
the Partnership may risk losing such properties through foreclosure.

During the nine months ended  September 30, 2001, the  Partnership  declared and
paid distributions of approximately $1,454,000  (approximately $1,410,000 to the
limited partners or $49.70 per limited  partnership  unit) to its partners.  The
distributions consisted of approximately $1,188,000 (approximately $1,152,000 to
the limited partners or $40.61 per limited partnership unit) from operations and
approximately $266,000  (approximately $258,000 to the limited partners or $9.09
per  limited  partnership  unit) from the  proceeds  of the  refinancing  of the
mortgage loans encumbering The Fairway  Apartments in December 2000.  Subsequent
to September 30, 2001, the Partnership  declared a distribution  from operations
of  approximately  $284,000  (approximately  $275,000 to the limited partners or
$9.69 per  limited  partnership  unit) to its  partners.  During the nine months
ended September 30, 2000, the Partnership paid  distributions from operations of
approximately $695,000 (approximately $674,000 to the limited partners or $23.76
per limited  partnership unit) to its partners.  Future cash  distributions will
depend on the levels of net cash generated from operations,  the availability of
cash reserves and the timing of debt maturities,  refinancings,  and/or property
sales.  The  Partnership's  distribution  policy is reviewed on a monthly basis.
There  can  be  no  assurance,  however,  that  the  Partnership  will  generate
sufficient funds from operations, after required capital improvements, to permit
further  distributions  to its  partners  during  the  year  2001 or  subsequent
periods.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2001.



<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 GP CORPORATION
                                          Managing General Partner


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


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


                                    Date: