UNITED STATES
                       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, 2003


[ ] 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 registrant 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)





<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



                           DAVIDSON GROWTH PLUS, L.P.

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

                               September 30, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 383
   Receivables and deposits                                                     182
   Restricted escrows                                                           142
   Other assets                                                                 864
   Investment properties:
       Land                                                  $ 4,650
       Buildings and related personal property                 22,250
                                                               26,900
       Less accumulated depreciation                          (14,582)       12,318
                                                                           $ 13,889
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 48
   Tenant security deposit liabilities                                          104
   Accrued property taxes                                                       430
   Other liabilities                                                            329
   Mortgage notes payable                                                    19,880

Partners' Deficit
   General partners                                          $ (1,024)
   Limited partners (28,371.75 units issued and
      outstanding)                                             (5,878)       (6,902)
                                                                           $ 13,889


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           DAVIDSON GROWTH PLUS, L.P.

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

                                             Three Months               Nine Months
                                         Ended September 30,       Ended September 30,
                                          2003         2002          2003        2002

Revenues:
<S>                                     <C>           <C>          <C>          <C>
  Rental income                         $ 1,210       $ 1,319      $ 3,723      $ 4,065
  Other income                              156           140          415          346
      Total revenues                      1,366         1,459        4,138        4,411

Expenses:
  Operating                                 540           519        1,540        1,450
  General and administrative                 54            63          171          210
  Depreciation                              262           253          793          766
  Interest                                  369           379        1,118        1,136
  Property taxes                            134           141          430          418
  Loss on early extinguishment
    of debt (Note C)                         --            --           --          398
      Total expenses                      1,359         1,355        4,052        4,378

Operating income                              7           104           86           33
Distributions to minority
  interest partner in excess
  of investment (Note D)                     (9)           (7)         (33)        (806)
Minority interest in net (income)
  loss of joint venture (Note D)             --            (2)          --           24
Net (loss) income                         $ (2)        $ 95          $ 53       $ (749)

Net income (loss) allocated to
  general partners (3%)                   $ --          $ 3          $ 2         $ (22)
Net (loss) income allocated to
  limited partners (97%)                     (2)           92           51         (727)

                                          $ (2)        $ 95          $ 53       $ (749)

Net (loss) income per limited
  partnership unit                       $ (.07)      $ 3.24        $ 1.80      $(25.62)

Distributions per limited
  partnership unit                       $ 6.73       $ 7.58        $ 9.41      $190.54

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           DAVIDSON GROWTH PLUS, L.P.

               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (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 at
   December 31, 2002                28,371.75     $(1,018)     $(5,662)     $(6,680)

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

Net income for the nine months
   ended September 30, 2003                --           2           51           53

Partners' deficit at
   September 30, 2003               28,371.75     $(1,024)     $(5,878)      $(6,902)


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                           DAVIDSON GROWTH PLUS, L.P.

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

                                                                   Nine Months Ended
                                                                     September 30,
                                                                    2003         2002
Cash flows from operating activities:
<S>                                                                 <C>        <C>
  Net income (loss)                                                 $ 53       $ (749)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation                                                     793          766
     Distributions to minority interest partner in excess of
      investment                                                       33          806
     Amortization of discounts and loan costs                          34           33
     Loss on early extinguishment of debt                              --          398
     Minority interest in net loss of joint venture                    --          (24)
     Change in accounts:
      Receivables and deposits                                        (80)          78
      Other assets                                                   (113)           7
      Accounts payable                                                 (3)         (97)
      Tenant security deposit liabilities                              15           (2)
      Accrued property taxes                                          154          150
      Other liabilities                                               103           50
         Net cash provided by operating activities                    989        1,416

Cash flows from investing activities:
  Property improvements and replacements                             (335)        (309)
  Net withdrawals from restricted escrows                              60           13
         Net cash used in investing activities                       (275)        (296)

Cash flows from financing activities:
  Payments on mortgage notes payable                                 (392)        (312)
  Repayment of mortgage notes payable                                  --       (7,769)
  Proceeds from mortgage notes payable                                 --       14,273
  Loan costs refunded (paid)                                           10         (663)
  Prepayment penalty                                                   --         (293)
  Advances from affiliate                                             120          146
  Repayment of advances from affiliate                               (120)        (146)
  Distributions to partners                                          (275)      (5,573)
  Distributions to minority interest partner                          (33)        (816)
         Net cash used in financing activities                       (690)      (1,153)

Net increase (decrease) in cash and cash equivalents                   24          (33)
Cash and cash equivalents at beginning of period                      359          431
Cash and cash equivalents at end of period                         $ 383        $ 398

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,087      $ 1,050

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           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, 2003,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2003. 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, 2002.  The Managing  General
Partner  is  an  affiliate  of  Apartment   Investment  and  Management  Company
("AIMCO"), a publicly traded real estate investment trust.

Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003, and with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning October 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities under the provisions of FIN 46. The  Partnership has not yet determined
the anticipated  impact of adopting FIN 46 for its  partnership  agreements that
existed as of January 31, 2003. However, FIN 46 may require the consolidation of
the  assets,   liabilities  and  operations  of  certain  of  the  Partnership's
unconsolidated  partnership  investments.  Although  the  Partnership  does  not
believe  the full  adoption  of FIN 46 will  have an impact  on cash  flow,  the
Partnership cannot make any definitive  conclusion on the impact on net earnings
until it completes its evaluation,  including an evaluation of the Partnership's
maximum exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
consolidated results of operations taken as a whole.

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.

Affiliates of the Managing  General  Partner are 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 $206,000 and $229,000 for the nine months ended September 30, 2003
and 2002, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $106,000 and
$135,000 for the nine months ended  September  30, 2003 and 2002,  respectively,
which  is  included  in  general  and  administrative   expense  and  investment
properties.   Included  in  these  amounts  are  fees  related  to  construction
management  services provided by an affiliate of the Managing General Partner of
approximately $4,000 and $6,000 for the nine months ended September 30, 2003 and
2002,  respectively.  The fees are  calculated  based on a percentage of current
year additions to investment properties.

The Partnership Agreement provides for the Managing General Partner to receive a
fee for managing the affairs of the Partnership.  The fee is 2% of adjusted cash
from  operations,  as  defined  in the  Partnership  Agreement.  Payment of this
management fee is  subordinated  and is payable only after the  Partnership  has
distributed to the limited  partners,  adjusted cash from operations in any year
equal to 10% of the limited partners adjusted invested capital as defined in the
Partnership  Agreement  or upon  the  refinance  or sale  of a  property  in the
Partnership.  Partnership management fees were approximately $13,000 and $27,000
for the nine month periods ended September 30, 2003 and 2002, respectively,  and
are  included in general  and  administrative  expenses.  During the nine months
ended September 30, 2002, the Partnership paid  subordinated  management fees of
approximately $31,000 from the distribution of proceeds from the refinancings of
Brighton  Crest and The  Village  Apartments.  No such fees were paid during the
nine months ended September 30, 2003. Unpaid subordinated Partnership management
fees at September 30, 2003, are approximately  $41,000 and are included in other
liabilities on the accompanying consolidated balance sheet.

In addition to reimbursement for services to affiliates, the Partnership paid an
affiliate of the Managing  General Partner  approximately  $8,000 for loan costs
related to the  refinancing  of The  Village  Apartments  during the nine months
ended September 30, 2002. These costs were capitalized and are included in other
assets on the accompanying consolidated balance sheet.

During the nine months ended  September 30, 2003, the Managing  General  Partner
advanced  the  Partnership   funds  to  cover   operational   expenses  totaling
approximately  $120,000,  which was repaid by the Partnership prior to September
30, 2003.  During the nine months ended September 30, 2002, the Managing General
Partner advanced the Partnership  funds to cover  operational  expenses totaling
approximately  $146,000,  which was repaid by the Partnership prior to September
30, 2002. As of September 30, 2003,  there were no  outstanding  advances due to
the Managing  General  Partner.  Interest is charged at prime plus 1%.  Interest
expense on these  advances was  approximately  $1,000 for both of the nine month
periods ended September 30, 2003 and 2002, respectively.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the nine months ended September 30, 2003 and
2002,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$73,000 and $88,000,  respectively,  for insurance  coverage and fees associated
with policy claims administration.

Note C - Refinancing of Mortgage Notes Payable

On January 8, 2002,  the  Partnership  refinanced the mortgage  encumbering  The
Village Apartments. The refinancing replaced the first mortgage of approximately
$1,766,000 and the second mortgage of approximately  $61,000 with a new mortgage
in the amount of $3,633,000.  The new mortgage carries a stated interest rate of
7.22% as compared to the 7.83% interest rate on the old  mortgages.  Payments on
the mortgage loan are due monthly until the loan matures on February 1, 2022, at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were approximately $228,000 during the nine months ended September 30, 2002. The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately $89,000 during the nine months ended September 30, 2002 due to the
write off of unamortized loan costs and debt discounts and prepayment  penalties
paid. In addition, the Partnership was required to deposit approximately $82,000
in a repair escrow account with the lender in order to complete required repairs
at the property.

On January  14,  2002,  the  Partnership  refinanced  the  mortgage  encumbering
Brighton  Crest  Apartments.  The  refinancing  replaced  the first  mortgage of
approximately  $5,743,000 and the second mortgage of approximately $199,000 with
a new mortgage in the amount of $10,640,000.  The new mortgage  carries a stated
interest  rate of  7.16%  as  compared  to the  7.83%  interest  rate on the old
mortgages.  Payments on the mortgage loan are due monthly until the loan matures
on February 1, 2022, at which time it is scheduled to be fully amortized.  Total
capitalized loan costs were approximately  $435,000 during the nine months ended
September  30,  2002.   During  the  nine  months  ended   September  30,  2003,
underwriting  fees of  approximately  $10,000 were returned to the  Partnership,
which reduced the total capitalized loan costs on the accompanying  consolidated
balance sheet. The Partnership recognized a loss on early extinguishment of debt
of  approximately  $309,000 due to the write-off of  unamortized  loan costs and
debt discounts and prepayment penalties paid.

Note D - Minority Interest in Joint Venture

The  Partnership  owns an 82.5% general  partner  interest in the Sterling Crest
Joint Venture ("Joint Venture") which operates  Brighton Crest  Apartments.  The
Partnership  exercises  control  over the  activities  of the Joint  Venture  in
accordance  with  the  Joint  Venture  Agreement.  The  minority  partner  is an
affiliated  public  partnership.  As a result of the use of the equity method of
accounting  for the  minority  owner's  investment  in the joint  venture,  that
minority  interest  has been  reduced  to zero.  When the  Joint  Venture  makes
distributions  in excess  of the  minority  partner's  investment  balance,  the
Partnership  as the  majority  partner,  records a charge  equal to the minority
partner's  excess  distribution  over the  investment  balance.  The  charge  is
classified as distributions to minority interest partner in excess of investment
on the accompanying consolidated statements of operations.  Losses are allocated
to the  minority  interest  partner to the extent  they do not create a minority
deficit,  in which  case,  the  Partnership  recognizes  100% of the  losses  in
operating  income.  The Partnership  will recognize 100% of future net income of
the  Joint  Venture  to  the  extent  of  previously   unallocated   losses  and
distributions. Distributions to the minority partner have reduced its investment
balance  to zero.  The Joint  Venture  had net income of  approximately  $19,000
during the nine months ended  September 30, 2003.  The Joint Venture  incurred a
net loss of  approximately  $138,000  during the nine months ended September 30,
2002 due  primarily to the loss on early  extinguishment  of debt related to the
refinancing  of the  property  in  January  2002 (see "Note  C").  The  minority
partner's  share of net losses for the nine months ended  September 30, 2002 was
approximately  $24,000.  The minority partner's share of net income for the nine
months  ended  September  30,  2003  was  approximately  $3,000.   However,  the
Partnership  recognized 100% of the net income to offset previously  unallocated
distributions.  The remaining  unallocated losses and distributions at September
30, 2003 are approximately $833,000. The Joint Venture distributed approximately
$33,000  and  $816,000 to the  minority  partner  during the nine  months  ended
September  30,  2003 and 2002,  respectively.  Of these  amounts,  approximately
$33,000 and $806,000 were in excess of the investment.

Note E - Legal Proceedings

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

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment  thereto.  The Managing General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.

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

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

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

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, 2003 and 2002:

                                                   Average Occupancy
      Property                                      2003       2002

      Brighton Crest Apartments                     91%        93%
         Marietta, Georgia
      The Fairway Apartments                        89%        94%
         Plano, Texas
      The Village Apartments                        96%        96%
         Brandon, Florida

The Managing General Partner attributes the decrease in occupancy at The Fairway
Apartments to poor market conditions and increased  layoffs in the Plano,  Texas
area.

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2003 was
approximately  $53,000 compared to a net loss of approximately  $749,000 for the
nine months ended September 30, 2002. The  Partnership's  net loss for the three
months ended September 30, 2003 was approximately  $2,000 compared to net income
of  approximately  $95,000 for the three months ended  September  30, 2002.  The
decrease in net loss for the nine months ended  September 30, 2003 was primarily
due to decreases in distributions to the minority  interest partner in excess of
its  investment  and  total  expenses  partially  offset by  decreases  in total
revenues and minority interest in net loss of the Joint Venture. The decrease in
net income for the three months ended  September  30, 2003 was due to a decrease
in total revenues while total expenses,  distributions to the minority  interest
partner in excess of its investment  and minority  interest in net income of the
Joint Venture remained relatively constant for the comparable period.

Total revenues  decreased for the three and nine months ended September 30, 2003
due to a decrease  in rental  income  partially  offset by an  increase in other
income.  Rental  income  decreased  due to a decrease in  occupancy  and average
rental rates and an increase in bad debt expense at The Fairway  Apartments  and
Brighton Crest Apartments.  Other income increased due to an increase in utility
reimbursements  and  lease  cancellation  fees  at The  Fairway  Apartments  and
Brighton  Crest  Apartments  and an increase in late  charges at Brighton  Crest
Apartments and The Village Apartments.

Total  expenses  decreased  for the nine months ended  September 30, 2003 due to
decreases  in loss on early  extinguishment  of debt,  interest  and general and
administrative expenses partially offset by increases in operating, property tax
and depreciation  expenses. The loss on early extinguishment of debt during 2002
is  related  to  the  refinancings  of the  mortgages  encumbering  The  Village
Apartments  and  Brighton  Crest  Apartments  in January  2002 as  discussed  in
"Liquidity and Capital Resources".

Interest  expense for the nine months ended  September 30, 2003 decreased due to
the payment of scheduled  principal  payments on the mortgages  encumbering  the
Partnership's  investment  properties which has reduced the average  outstanding
balance  over  the past  twelve  months.  General  and  administrative  expenses
decreased for the nine months ended  September 30, 2003 primarily due to reduced
costs of services  included in the  management  reimbursements  to the  Managing
General  Partner as allowed under the  Partnership  Agreement.  Also included in
general  and  administrative  expenses at both  September  30, 2003 and 2002 are
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership  Agreement.
Operating expenses increased for the nine months ended September 30, 2003 due to
an increase in advertising,  property and maintenance  expenses partially offset
by a decrease in property management fees.  Advertising expense increased due to
an increase in leasing  promotions at The Fairway  Apartments and Brighton Crest
Apartments. Property expense increased due to an increase in utility expenses at
The Fairway  Apartments  and  Brighton  Crest  Apartments.  Maintenance  expense
increased  due to an increase  in contract  cleaning  services  and  supplies at
Brighton Crest Apartments.  Property management fees decreased due to a decrease
in rental  revenues at The Fairway  Apartments  and Brighton  Crest  Apartments.
Property tax expense  increased due to an increase in the assessed values of The
Fairway and Brighton Crest  Apartments.  Depreciation  expense  increased due to
property  improvements and replacements at all of the  Partnership's  properties
completed during the past twelve months that are now being depreciated.

The  Partnership  owns an 82.5% general  partner  interest in the Sterling Crest
Joint Venture ("Joint Venture") which operates  Brighton Crest  Apartments.  The
Partnership  exercises  control  over the  activities  of the Joint  Venture  in
accordance  with  the  Joint  Venture  Agreement.  The  minority  partner  is an
affiliated  public  partnership.  As a result of the use of the equity method of
accounting  for the  minority  owner's  investment  in the joint  venture,  that
minority  interest  has been  reduced  to zero.  When the  Joint  Venture  makes
distributions  in excess  of the  minority  partner's  investment  balance,  the
Partnership  as the  majority  partner,  records a charge  equal to the minority
partner's  excess  distribution  over the  investment  balance.  The  charge  is
classified as distributions to minority interest partner in excess of investment
on the accompanying consolidated statements of operations.  Losses are allocated
to the  minority  interest  partner to the extent  they do not create a minority
deficit,  in which  case,  the  Partnership  recognizes  100% of the  losses  in
operating  income.  The Partnership  will recognize 100% of future net income of
the  Joint  Venture  to  the  extent  of  previously   unallocated   losses  and
distributions. Distributions to the minority partner have reduced its investment
balance  to zero.  The Joint  Venture  had net income of  approximately  $19,000
during the nine months ended  September 30, 2003.  The Joint Venture  incurred a
net loss of  approximately  $138,000  during the nine months ended September 30,
2002 due  primarily to the loss on early  extinguishment  of debt related to the
refinancing  of the  property  in  January  2002 (see "Note  C").  The  minority
partner's  share of net losses for the nine months ended  September 30, 2002 was
approximately  $24,000.  The minority partner's share of net income for the nine
months  ended  September  30,  2003  was  approximately  $3,000.   However,  the
Partnership recognized 100% of the net income as of September 30, 2003 to offset
previously  unallocated  distributions.  The  remaining  unallocated  losses and
distributions  at  September  30,  2003 are  approximately  $833,000.  The Joint
Venture distributed  approximately  $33,000 and $816,000 to the minority partner
during the nine months ended September 30, 2003 and 2002, respectively. Of these
amounts, approximately $33,000 and $806,000 were in excess of the investment.

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,  the
Managing  General Partner may use rental  concessions and rental rate reductions
to offset softening market conditions,  accordingly,  there is no guarantee that
the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  September  30,  2003,  the  Partnership  had cash and  cash  equivalents  of
approximately $383,000 compared to approximately $398,000 at September 30, 2002.
The increase in cash and cash  equivalents  for the nine months ended  September
30, 2003 was  approximately  $24,000.  The increase in cash and cash equivalents
was due to approximately $989,000 of cash provided by operating activities which
was  partially  offset  by  approximately  $275,000  of cash  used in  investing
activities and approximately $690,000 of cash used in financing activities. Cash
used in investing activities consisted of property improvements and replacements
partially offset by net withdrawals from restricted  escrow accounts.  Cash used
in  financing  activities  consisted  of  principal  payments  on the  mortgages
encumbering the Partnership's properties,  payments on advances from affiliates,
distributions to partners,  and  distributions to the minority  interest partner
partially  offset by advances from  affiliates  and a refund of loan costs.  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  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Managing General Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal and audit  fees.  Capital  improvements
planned for each of the Partnership's properties are detailed below.

Brighton Crest Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $194,000 of capital  improvements  at Brighton Crest  Apartments,
consisting   primarily  of  roof  replacement,   floor  covering  and  appliance
replacements,  fitness  equipment  upgrades,  structural  improvements  and wall
covering  improvements.  These improvements were funded from operating cash flow
and  replacement  reserves.  The Partnership  evaluates the capital  improvement
needs of the  property  during the year and  currently  expects to  complete  an
additional  $8,000 in capital  improvements  during the  remainder of 2003.  The
additional capital  improvements will consist primarily of cabinet  replacements
and structural  improvements.  Additional capital 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 Fairway Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $96,000  of  capital  improvements  at  The  Fairway  Apartments,
consisting  primarily  of  structural  improvements,   roof  replacement,  floor
covering replacements and plumbing upgrades. These improvements were funded from
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$28,000 in capital  improvements  during the remainder of 2003.  The  additional
capital improvements will consist primarily of floor covering,  roofing and door
replacements.  Additional capital improvements may be considered and will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

The Village Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $45,000  of  capital  improvements  at  The  Village  Apartments,
consisting  primarily of floor  covering  replacements,  major  landscaping  and
structural  improvements.   These  improvements  were  funded  from  replacement
reserves.  The  Partnership  evaluates  the  capital  improvement  needs  of the
property during the year and currently expects to complete an additional $25,000
in capital  improvements  during the remainder of 2003. The  additional  capital
improvements will consist primarily of floor covering and roofing  replacements.
Additional  capital  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.

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

On January 8, 2002,  the  Partnership  refinanced the mortgage  encumbering  The
Village Apartments. The refinancing replaced the first mortgage of approximately
$1,766,000 and the second mortgage of approximately  $61,000 with a new mortgage
in the amount of $3,633,000.  The new mortgage carries a stated interest rate of
7.22% as compared to the 7.83% interest rate on the old  mortgages.  Payments on
the mortgage loan are due monthly until the loan matures on February 1, 2022, at
which time it is scheduled to be fully amortized.  Total  capitalized loan costs
were approximately $228,000 during the nine months ended September 30, 2002. The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately $89,000 during the nine months ended September 30, 2002 due to the
write off of unamortized loan costs and debt discounts and prepayment  penalties
paid. In addition, the Partnership was required to deposit approximately $82,000
in a repair escrow account with the lender in order to complete required repairs
at the property.

On January  14,  2002,  the  Partnership  refinanced  the  mortgage  encumbering
Brighton  Crest  Apartments.  The  refinancing  replaced  the first  mortgage of
approximately  $5,743,000 and the second mortgage of approximately $199,000 with
a new mortgage in the amount of $10,640,000.  The new mortgage  carries a stated
interest  rate of  7.16%  as  compared  to the  7.83%  interest  rate on the old
mortgages.  Payments on the mortgage loan are due monthly until the loan matures
on February 1, 2022, at which time it is scheduled to be fully amortized.  Total
capitalized loan costs were approximately  $435,000 during the nine months ended
September  30,  2002.   During  the  nine  months  ended   September  30,  2003,
underwriting  fees of  approximately  $10,000 were returned to the  Partnership,
which reduced the total capitalized loan costs on the accompanying  consolidated
balance sheet. The Partnership recognized a loss on early extinguishment of debt
of  approximately  $309,000 due to the write-off of  unamortized  loan costs and
debt discounts and prepayment penalties paid.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness encumbering the Partnership properties of approximately $19,880,000
is amortized over 20 years and matures  January 1, 2021 and February 1, 2022, at
which time the loans are scheduled to be fully amortized.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                       Per Limited
                    Nine Months Ended   Partnership   Nine Months Ended   Partnership
                   September 30, 2003      Unit      September 30, 2002      Unit

<S>                       <C>             <C>               <C>             <C>
Operations                $ 275           $ 9.41            $ 788           $ 26.94
Refinancing (1)              --               --            4,785            163.60
                          $ 275           $ 9.41           $5,573           $190.54

(1)   Distributions  from the  refinancings  of  Brighton  Crest and The Village
      Apartments during 2002.
</TABLE>

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  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
required  capital  improvements,  to  permit  additional  distributions  to  its
partners during the remainder of 2003 or subsequent periods.

Other

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership, AIMCO and its affiliates owned 16,296.25 limited partnership
units (the "Units") in the  Partnership  representing  57.44% of the outstanding
Units at September 30, 2003. A number of these Units were  acquired  pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on November
6, 2003, AIMCO Properties,  L.P.,  commenced a tender offer to acquire 12,075.50
Units for a purchase  price of $100.71 per Unit.  Such offer expires on December
9, 2003. Pursuant to the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
that  include,  but are not  limited  to,  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  57.44% of the  outstanding  Units,  AIMCO and its
affiliates  are in a position to influence all voting  decisions with respect to
the Partnership.  Although the Managing General Partner owes fiduciary duties to
the limited partners of the Partnership,  the Managing General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the Managing  General Partner,  as managing general partner,  to the Partnership
and its limited  partners may come into conflict with the duties of the Managing
General Partner to AIMCO, as its sole stockholder.

Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003, and with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning October 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities under the provisions of FIN 46. The  Partnership has not yet determined
the anticipated  impact of adopting FIN 46 for its  partnership  agreements that
existed as of January 31, 2003. However, FIN 46 may require the consolidation of
the  assets,   liabilities  and  operations  of  certain  of  the  Partnership's
unconsolidated  partnership  investments.  Although  the  Partnership  does  not
believe  the full  adoption  of FIN 46 will  have an impact  on cash  flow,  the
Partnership cannot make any definitive  conclusion on the impact on net earnings
until it completes its evaluation,  including an evaluation of the Partnership's
maximum exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
consolidated results of operations taken as a whole.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                       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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (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 Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment  thereto.  The Managing General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  3.1   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.

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

                  4.1   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.

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

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

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

            b) Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2003.



<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/Paul J. McAuliffe
                                          Paul J. McAuliffe
                                          Executive Vice President and
                                          Chief Financial Officer

                                    Date: November 13, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 13, 2003

                                    /s/Patrick J. Foye
                                 Patrick J. Foye
                                    Executive Vice President of Davidson  Growth
                                    Plus GP Corporation, equivalent of the chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 13, 2003

                                    /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer   of   Davidson   Growth   Plus   GP
                                    Corporation,   equivalent   of   the   chief
                                    financial officer of the Partnership



<PAGE>


Exhibit 32.1


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



In connection with the Quarterly  Report on Form 10-QSB of Davidson Growth Plus,
L.P. (the  "Partnership"),  for the quarterly period ended September 30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Patrick J. Foye, as the equivalent of the chief executive officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2003


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