UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 10-QSB



(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2007





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





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 ___



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No  X_















PART I  FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS







DAVIDSON GROWTH PLUS, L.P.



CONSOLIDATED BALANCE SHEET

(Unaudited)

(in thousands, except unit data)



September 30, 2007







|                                             |           |         
|-------------------------------------------- | --------- | --------
|Assets                                       |           |         
|Cash and cash equivalents                    |           | $    235
|Receivables and deposits                     |           | 143     
|Restricted escrows                           |           | 86      
|Other assets                                 |           | 858     
|Investment properties:                       |           |         
|Land                                         | $  4,650  |         
|Buildings and related personal property      | 28,552    |         
|                                             | 33,202    |         
|Less accumulated depreciation                | (19,582)  | 13,620  
|                                             |           | $14,942 
|Liabilities and Partners' Deficit            |           |         
|Liabilities                                  |           |         
|Accounts payable                             |           | $    377
|Tenant security deposit liabilities          |           | 120     
|Accrued property taxes                       |           | 228     
|Other liabilities                            |           | 307     
|Due to affiliates (Note B)                   |           | 3,305   
|Mortgage notes payable                       |           | 20,369  
|                                             |           |         
|Partners' Deficit                            |           |         
|General partners                             | $ (1,110) |         
|Limited partners (28,371.75 units issued and |           |         
|outstanding)                                 | (8,654)   | (9,764) 
|                                             |           | $14,942 





See Accompanying Notes to Consolidated Financial Statements













DAVIDSON GROWTH PLUS, L.P.



CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)





|                              |                     |                     |          |         
|----------------------------- | ------------------- | ------------------- | -------- | --------
|                              | Three Months        | Nine Months        
|                              | Ended September 30, | Ended September 30,
|                              | 2007                | 2006                | 2007     | 2006    
|Revenues:                     |                     |                     |          |         
|Rental income                 | $ 1,341             | $ 1,326             | $ 4,052  | $ 3,951 
|Other income                  | 158                 | 139                 | 468      | 419     
|Total revenues                | 1,499               | 1,465               | 4,520    | 4,370   
|                              |                     |                     |          |         
|Expenses:                     |                     |                     |          |         
|Operating                     | 806                 | 804                 | 2,380    | 2,205   
|General and administrative    | 51                  | 42                  | 171      | 154     
|Depreciation                  | 394                 | 378                 | 1,154    | 1,112   
|Interest                      | 458                 | 425                 | 1,321    | 1,262   
|Property taxes                | 137                 | 124                 | 442      | 401     
|Total expenses                | 1,846               | 1,773               | 5,468    | 5,134   
|                              |                     |                     |          |         
|Casualty gain (Note E)        | --                  | 103                 | --       | 191     
|                              |                     |                     |          |         
|Net loss                      | $(347)              | $(205)              | $(948)   | $(573)  
|                              |                     |                     |          |         
|Net loss allocated to general |                     |                     |          |         
|partners (3%)                 | $   (10)            | $    (6)            | $   (28) | $   (17)
|Net loss allocated to limited |                     |                     |          |         
|partners (97%)                | (337)               | (199)               | (920)    | (556)   
|                              |                     |                     |          |         
|                              | $(347)              | $(205)              | $(948)   | $(573)  
|                              |                     |                     |          |         
|Net loss per limited          |                     |                     |          |         
|partnership unit              | $(11.88)            | $(7.02)             | $(32.43) | $(19.60)





See Accompanying Notes to Consolidated Financial Statements

















DAVIDSON GROWTH PLUS, L.P.



CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)







|                               |             |          |          |         
|------------------------------ | ----------- | -------- | -------- | --------
|                               | Limited     |          |          |         
|                               | Partnership | General  | Limited  |         
|                               | Units       | Partners | Partners | Total   
|                               |             |          |          |         
|Original capital contributions | 28,371.75   | $1       | $28,376  | $28,377 
|                               |             |          |          |         
|Partners' deficit at           |             |          |          |         
|December 31, 2006              | 28,371.75   | $(1,082) | $(7,734) | $(8,816)
|                               |             |          |          |         
|Net loss for the nine months   |             |          |          |         
|ended September 30, 2007       | --          | (28)     | (920)    | (948)   
|                               |             |          |          |         
|Partners' deficit at           |             |          |          |         
|September 30, 2007             | 28,371.75   | $(1,110) | $(8,654) | $(9,764)





See Accompanying Notes to Consolidated Financial Statements











DAVIDSON GROWTH PLUS, L.P.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                      |                   |        
|----------------------------------------------------- | ----------------- | -------
|                                                      | Nine Months Ended
|                                                      | September 30,    
|                                                      | 2007              | 2006   
|Cash flows from operating activities:                 |                   |        
|Net loss                                              | $ (948)           | $ (573)
|Adjustments to reconcile net loss to net cash         |                   |        
|provided by operating activities:                     |                   |        
|Depreciation                                          | 1,154             | 1,112  
|Casualty gain                                         | --                | (191)  
|Amortization of loan costs                            | 43                | 43     
|Change in accounts:                                   |                   |        
|Receivables and deposits                              | (32)              | 171    
|Other assets                                          | (83)              | (63)   
|Accounts payable                                      | 13                | 54     
|Tenant security deposit liabilities                   | 22                | 7      
|Accrued property taxes                                | 24                | 8      
|Other liabilities                                     | 4                 | 71     
|Due to affiliates                                     | 121               | 189    
|Net cash provided by operating activities             | 318               | 828    
|                                                      |                   |        
|Cash flows from investing activities:                 |                   |        
|Property improvements and replacements                | (1,010)           | (1,396)
|Net withdrawals from (deposits to) restricted escrows | 44                | (277)  
|Insurance proceeds received                           | --                | 243    
|Net cash used in investing activities                 | (966)             | (1,430)
|                                                      |                   |        
|Cash flows from financing activities:                 |                   |        
|Loan costs paid                                       | (35)              | (8)    
|Payments on mortgage notes payable                    | (475)             | (443)  
|Proceeds from mortgage notes payable                  | 800               | --     
|Repayment of advances from affiliate                  | (293)             | --     
|Advances from affiliate                               | 605               | 569    
|Net cash provided by financing activities             | 602               | 118    
|                                                      |                   |        
|Net decrease in cash and cash equivalents             | (46)              | (484)  
|Cash and cash equivalents at beginning of period      | 281               | 601    
|Cash and cash equivalents at end of period            | $235              | $117   
|                                                      |                   |        
|Supplemental disclosure of cash flow information:     |                   |        
|Cash paid for interest, net of capitalized interest   | $1,057            | $1,104 
|                                                      |                   |        
|Supplemental disclosure of non-cash flow activity:    |                   |        
|Property improvements and replacements in accounts    |                   |        
|payable                                               | $260              | $53    



At December 31, 2006 and 2005, approximately $150,000 and $326,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements at September 30, 2007 and 2006, respectively.



See Accompanying Notes to Consolidated Financial Statements











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 months ended September 30, 2007, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2007. 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, 2006. The Managing General Partner is an affiliate of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.



Certain reclassifications have been made to the 2006 balances to conform to the 2007 presentation.



Recent Accounting Pronouncements



In September 2006, the Financial Accounting Standard Board (FASB) issued Statement of Financial Accounting Standards (SFAS) SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entitys own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnership does not anticipate that the adoption of SFAS No. 157 will have a material effect on the Partnerships consolidated financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership has not yet determined whether it will elect the fair value option for any of its financial instruments.



In June 2007, the American Institute of Certified Public Accountants (the AICPA) issued Statement of Position No. 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies ("SOP 07-1").  SOP 07-1 provides guidance for determining whether the accounting principles of the AICPA Audit and Accounting Guide Investment Companies are required to be applied to an entity by clarifying the definition of an investment company and, whether investment company accounting should be retained by a parent company upon consolidation of an investment company subsidiary, or by an investor in the application of the equity method of accounting to an investment company investee.  SOP 07-1 applies to reporting periods beginning on or after December 15, 2007; however, the FASB has decided to issue an exposure draft that would indefinitely delay the effective date of SOP 07-1 until the FASB can reassess the provisions of SOP 07-1. The Partnership is currently evaluating the impact, if any, that adoption of SOP 07-1 may have on its consolidated financial statements in the period of adoption.



Note B  Transactions with Affiliated Parties



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



Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $226,000 and $215,000 for the nine months ended September 30, 2007 and 2006, respectively, which is included in operating expenses.



Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $189,000 and $149,000 for the nine months ended September 30, 2007 and 2006, respectively, which is included in general and administrative expense and investment properties.  The portion of these reimbursements included in investment properties for the nine months ended September 30, 2007 and 2006 are construction management services provided by an affiliate of the Managing General Partner of approximately $79,000 and $52,000, respectively.



The Partnership Agreement provides for the Managing General Partner to receive a fee for managing the affairs of the Partnership. The fee is 2% of adjusted cash from operations as defined in the Partnership Agreement. Payment of this management fee is subordinated and is payable only after the Partnership has distributed to the limited partners adjusted cash from operations in any year equal to 10% of the limited partners adjusted invested capital, as defined in the Partnership Agreement, or upon the refinance or sale of a property in the Partnership. No Partnership management fees were accrued or paid during the nine months ended September 30, 2007 and 2006.  Unpaid subordinated Partnership management fees at September 30, 2007, are approximately $44,000, which are included in other liabilities.



During the nine months ended September 30, 2007 and 2006, the Managing General Partner advanced approximately $605,000 and $569,000, respectively, to the Partnership to pay operating expenses and to fund capital expenditures. At September 30, 2007, the amount of outstanding loans and accrued interest was approximately $3,305,000 and is included in due to affiliates. Interest on the advances is charged at prime plus 1%, or 8.75% at September 30, 2007. Interest expense on the advances was approximately $217,000 and $147,000 for the nine months ended September 30, 2007 and 2006, respectively. During the nine months ended September 30, 2007, the Partnership repaid approximately $298,000 of advances and accrued interest.  There were no such payments made during the nine months ended September 30, 2006. Subsequent to September 30, 2007 the Managing General Partner advanced approximately $267,000 to the Partnership for operational expenses of the investment properties.



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, general liability 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, 2007 and 2006 the Partnership was charged by AIMCO and its affiliates approximately $244,000 and $177,000, respectively, for insurance coverage and fees associated with policy claims administration.



Note C  Minority Interest in Joint Venture



The Partnership owns an 82.5% general partner interest in the Sterling Crest Joint Venture ("Joint Venture") which operates Brighton Crest Apartments. The Partnership exercises control over the activities of the Joint Venture in accordance with the Joint Venture Agreement. The minority partner is an affiliated public partnership.



As a result of the use of the equity method of accounting for the minority partner's investment in the joint venture, that minority interest has been reduced to zero. When the Joint Venture makes distributions in excess of the minority partner's investment balance, the Partnership, as the majority partner, records a charge equal to the minority partner's excess distribution over the investment balance. The charge is classified as distributions to minority interest partner in excess of investment on the accompanying consolidated statements of operations. Losses are allocated to the minority partner to the extent they do not create a minority deficit, in which case the Partnership recognizes 100% of the losses in operating income. The Partnership will recognize 100% of future net income of the Joint Venture to the extent of previously unallocated losses and distributions. Distributions to the minority partner have reduced its investment balance to zero.



The Joint Venture had a net loss of approximately $340,000 and $226,000 for the nine months ended September 30, 2007 and 2006, respectively. The minority partners share of net loss for the nine months ended September 30, 2007 and 2006 was approximately $60,000 and $39,000, respectively. The Partnership recognized 100% of the net loss for the nine months ended September 30, 2007 and 2006 due to the minority partners investment balance being reduced to zero in 2002. There were no distributions from the Joint Venture to the minority partner during the nine months ended September 30, 2007 and 2006. The remaining unallocated losses and distributions at September 30, 2007 are approximately $1,047,000.



Note D  Mortgage Financing



On August 31, 2007, the Partnership obtained a second mortgage loan in the principal amount of $800,000 on one of its investment properties, Brighton Crest Apartments, located in Marietta, Georgia. The second mortgage bears interest at 5.93% per annum and requires monthly payments of principal and interest of approximately $5,000 beginning October 1, 2007, through February 1, 2020.  The second mortgage has a balloon payment of approximately $625,000 due at maturity.  If no event of default exists at maturity, the maturity date will automatically be extended for one additional year, to February 1, 2021, during which period the second mortgage would bear interest at the one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest.  The Partnership may prepay the second mortgage at any time with 30 days written notice to the lender subject to a prepayment penalty.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  In connection with the new loan, loan costs of approximately $35,000 were capitalized and are included in other assets.



In connection with the second mortgage loan, the Partnership also agreed to certain modifications on the existing mortgage loan encumbering Brighton Crest Apartments. The modification includes an interest rate of 7.16% per annum, monthly payments of principal and interest of approximately $61,000, commencing October 1, 2007, through the maturity of February 1, 2022, at which time a balloon payment of approximately $6,862,000 is due.  The previous terms were an interest rate of 7.16% per annum through the maturity date of February 1, 2022 and monthly payments of approximately $84,000 through the maturity date, at which date the loan was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan at any time subject to a prepayment penalty.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the modified loan.













Note E  Casualty Event



On March 15, 2006, The Fairway Apartments experienced damage from a fire that damaged a total of 8 units.  Insurance proceeds of approximately $243,000 were received during the nine months ended September 30, 2006 related to this casualty. The Partnership recognized a casualty gain of approximately $191,000 as a result of the receipt of approximately $243,000 in insurance proceeds net of the write-off of undepreciated assets of approximately $52,000 during the nine months ended September 30, 2006.



Note F  Contingencies



In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Managing General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain Managing General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.  On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. On December 14, 2006, Objector filed his Appellants Brief. The Partnership and its affiliates, as well as counsel for the Settlement Class, both filed Respondents Briefs on May 17, 2007. Objector filed his response on August 3, 2007.  No hearing date has yet been scheduled.



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.



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



Environmental



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



Mold



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



Note G  Subsequent Event



Subsequent to September 30, 2007 the Partnership acquired a piece of vacant land adjacent to one of its investment properties, The Village Apartments.   The land was purchased for a cost of $145,000.















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, 2007 and 2006:



|                          |                   |     
|------------------------- | ----------------- | ----
|                          | Average Occupancy
|Property                  | 2007              | 2006
|                          |                   |     
|Brighton Crest Apartments | 93%               | 94% 
|Marietta, Georgia         |                   |     
|The Fairway Apartments    | 97%               | 96% 
|Plano, Texas              |                   |     
|The Village Apartments    | 93%               | 94% 
|Brandon, Florida          |                   |     



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



Results of Operations



The Partnership had net losses of approximately $347,000 and $948,000 for the three and nine months ended September 30, 2007, respectively compared to net losses of approximately $205,000 and $573,000 for the three and nine months ended September 30, 2006. The increase in net loss for both the three and nine months ended September 30, 2007 is due to an increase in total expenses and the recognition of a casualty gain in 2006 partially offset by an increase in total revenues. The increase in total revenues for both the three and nine months ended September 30, 2007 was due to increases in both rental income and other income.  Rental income increased for both periods predominantly due to an increase in occupancy and the average rental rate at The Fairway Apartments.  Other income increased for both periods due to an increase in utility reimbursements at The Fairway Apartments.



On March 15, 2006, The Fairway Apartments experienced damage from a fire that damaged a total of 8 units.  Insurance proceeds of approximately $243,000 were received during the nine months ended September 30, 2006 related to this casualty. The Partnership recognized a casualty gain of approximately $191,000 as a result of the receipt of approximately $243,000 in insurance proceeds net of the write-off of undepreciated assets of approximately $52,000 during the nine months ended September 30, 2006.



Total expenses increased for the nine months ended September 30, 2007 due to increases in operating, general and administrative, depreciation, interest and property tax expenses.  Total expenses increased for the three months ended September 30, 2007 due to increases in general and administrative, depreciation, interest and property tax expenses. Operating expense remained relatively constant for the three months ended September 30, 2007 as an increase in advertising expense was offset by a decrease in maintenance expenses.  For the nine months ended September 30, 2007 the increase in operating expense is due to increases in advertising, property and insurance expenses.  Advertising expense increased for both the three and nine month periods due to an increase in various advertising mediums predominantly at The Village Apartments.  Property expense increased for the nine month period due to an increase in payroll costs and related benefits predominantly at Brighton Crest Apartments.  Insurance expense increased for the nine month period due to an increase in insurance premiums primarily at The Village Apartments.  The decrease in maintenance expense for the three month period is primarily due to a decrease in repair costs at Brighton Crest Apartments. Depreciation expense increased for both periods due to assets placed in service during the past year which are now being depreciated. Interest expense increased for both periods due to an increase in interest on advances from an affiliate of the Managing General Partner as a result of additional advances received during the nine months ended September 30, 2007 and the variable rate charged on such advances partially offset by the capitalization of interest related to down units at Brighton Crest Apartments as a result of water pipe leaks. Property tax expense increased due to an increase in the assessed value of Brighton Crest Apartments.



General and administrative expense increased for both periods due to an increase in the cost of reimbursements  to the Managing General Partner.  Included in general and administrative expenses for the nine months ended September 30, 2007 and 2006 are management reimbursements to the Managing General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses for both periods are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.



The Partnership owns an 82.5% general partner interest in the Sterling Crest Joint Venture ("Joint Venture") which operates Brighton Crest Apartments. The Partnership exercises control over the activities of the Joint Venture in accordance with the Joint Venture Agreement. The minority partner is an affiliated public partnership.



As a result of the use of the equity method of accounting for the minority partner's investment in the joint venture, that minority interest has been reduced to zero. When the Joint Venture makes distributions in excess of the minority partner's investment balance, the Partnership, as the majority partner, records a charge equal to the minority partner's excess distribution over the investment balance. The charge is classified as distributions to minority interest partner in excess of investment on the accompanying consolidated statements of operations. Losses are allocated to the minority partner to the extent they do not create a minority deficit, in which case the Partnership recognizes 100% of the losses in operating income. The Partnership will recognize 100% of future net income of the Joint Venture to the extent of previously unallocated losses and distributions. Distributions to the minority partner have reduced its investment balance to zero.















The Joint Venture had a net loss of approximately $340,000 and $226,000 for the nine months ended September 30, 2007 and 2006, respectively. The minority partners share of net loss for the nine months ended September 30, 2007 and 2006 was approximately $60,000 and $39,000, respectively. The Partnership recognized 100% of the net loss for the nine months ended September 30, 2007 and 2006 due to the minority partners investment balance being reduced to zero in 2002. There were no distributions from the Joint Venture to the minority partner during the nine months ended September 30, 2007 and 2006. The remaining unallocated losses and distributions at September 30, 2007 are approximately $1,047,000.



Liquidity and Capital Resources



At September 30, 2007, the Partnership had cash and cash equivalents of approximately $235,000 compared to approximately $117,000 at September 30, 2006.  Cash and cash equivalents decreased approximately $46,000 since December 31, 2006 due to approximately $966,000 of cash used in investing activities, partially offset by approximately $602,000 and $318,000 of cash provided by financing and operating activities.  Cash used in investing activities consisted of property improvements and replacements partially offset by withdrawals from restricted escrows.  Cash provided by financing activities consisted of the addition of a second mortgage at Brighton Crest Apartments and advances received from an affiliate of the Managing General Partner partially offset by principal payments made on the mortgages encumbering the Partnerships investment properties, payment of loan costs and repayment of advances from affiliates. 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 Partnerships properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance. For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, the Partnership expects that it will incur higher expenses related to compliance.  Capital improvements for each of the Partnerships properties are detailed below.



Brighton Crest Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $422,000 of capital improvements at Brighton Crest Apartments, consisting primarily of sprinkler system replacement, floor covering, appliances and air conditioning replacements, exterior painting and balcony and roof replacements. Included in these capital improvements is approximately $20,000, $6,000 and $1,000 of construction period interest, construction period taxes and construction period operating costs, respectively. These improvements were funded from operating cash flow, replacement escrows and advances from an affiliate of the Managing General Partner. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007.  Such capital expenditures will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property.



The Fairway Apartments



During the nine months ended September 30, 2007 the Partnership completed approximately $397,000 of capital improvements at The Fairway Apartments consisting primarily of floor covering replacements, structural improvements, kitchen and bath upgrades and appliance replacements.  These improvements were funded from operating cash flow and advances from an affiliate of the Managing General Partner. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



The Village Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $301,000 of capital improvements at The Village Apartments, consisting primarily of structural improvements, kitchen and bath upgrades, landscaping and pool improvements, and floor covering and air conditioning replacements. These improvements were funded from operating cash flow, replacement escrows and advances from an affiliate of the Managing General Partner.  The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007.  Such capital expenditures will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property.



Capital expenditures will be incurred only if cash is available from operations, advances from an affiliate of the Managing General Partner and Partnership reserves.  To the extent that such capital improvements are completed, the Partnerships distributable cash flow, if any, may be adversely affected at least in the short term.



The Partnerships assets are thought to be generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering The Village Apartments consists of a first mortgage of approximately $3,226,000 and a second mortgage of approximately $2,024,000, both of which mature on December 1, 2015 at which time balloon payments of approximately $2,888,000 and $1,735,000 are due. The mortgage indebtedness encumbering Brighton Crest Apartments consists of a first mortgage of approximately $8,996,000 which matures on February 1, 2022 and a second mortgage of approximately $800,000 which matures on February 1, 2020 at which time balloon payments of approximately $6,862,000 and $617,000 are due. The mortgage indebtedness encumbering The Fairway Apartments of approximately $5,323,000 is amortized over 20 years and matures January 1, 2021, at which time the loan is scheduled to be fully amortized.



On August 31, 2007, the Partnership obtained a second mortgage loan in the principal amount of $800,000 on one of its investment properties, Brighton Crest Apartments, located in Marietta, Georgia. The second mortgage bears interest at 5.93% per annum and requires monthly payments of principal and interest of approximately $5,000 beginning October 1, 2007, through February 1, 2020.  The second mortgage has a balloon payment of approximately $625,000 due at maturity.  If no event of default exists at maturity, the maturity date will automatically be extended for one additional year, to February 1, 2021, during which period the second mortgage would bear interest at the one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest.  The Partnership may prepay the second mortgage at any time with 30 days written notice to the lender subject to a prepayment penalty.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the new loan, loan costs of approximately $35,000 were capitalized and are included in other assets.



In connection with the second mortgage loan, the Partnership also agreed to certain modifications on the existing mortgage loan encumbering Brighton Crest Apartments.  The modification includes an interest rate of 7.16% per annum, monthly payments of principal and interest of approximately $61,000, commencing October 1, 2007, through the maturity of February 1, 2022, at which time a balloon payment of approximately $6,862,000 is due.  The previous terms were an interest rate of 7.16% per annum through the maturity date of February 1, 2022 and monthly payments of approximately $84,000 through the maturity date, at which date the loan was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan at any time subject to a prepayment penalty.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the modified loan.



There were no distributions during the nine months ended September 30, 2007 and 2006. 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. In light of the amounts accrued and payable to affiliates of the Managing General Partner at September 30, 2007, there can be no assurance that the Partnership will generate sufficient funds from operations, after planned capital improvements, to permit any distributions to its partners during the remainder of 2007 or subsequent periods.



Other



In addition to its indirect ownership of the managing general partner interest in the Partnership, AIMCO and its affiliates owned 17,821 limited partnership units (the "Units") in the Partnership representing 62.81% of the outstanding Units at September 30, 2007. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 62.81% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



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 the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is 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, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships assets.



Capitalized Costs Related to Redevelopment and Construction Projects



The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with Statement of Financial Accounting Standards (SFAS) No. 34, Capitalization of Interest Costs, and SFAS No. 67, Accounting for Costs and the Initial Rental Operations of Real Estate Properties. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.



Revenue Recognition



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



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 captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.













The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.  On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. On December 14, 2006, Objector filed his Appellants Brief. The Partnership and its affiliates, as well as counsel for the Settlement Class, both filed Respondents Briefs on May 17, 2007.  Objector filed his response on August 3, 2007.  No hearing date has yet been scheduled.



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.



ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.













SIGNATURES







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







|                        |                                            
|----------------------- | -------------------------------------------
|                        | DAVIDSON GROWTH PLUS, L.P.                 
|                        |                                            
|                        | By:   Davidson Growth Plus G.P. Corporation
|                        | Managing General Partner                   
|                        |                                            
|Date: November 13, 2007 | By:   /s/Martha L. Long                    
|                        | Martha L. Long                             
|                        | Senior Vice President                      
|                        |                                            
|Date: November 13, 2007 | By:   /s/Stephen B. Waters                 
|                        | Stephen B. Waters                          
|                        | Vice President                             













DAVIDSON GROWTH PLUS, L.P.



EXHIBIT INDEX



Exhibit



3

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



3A

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



4

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



10M

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



100

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



10P

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



10Q

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



10DD

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



10EE

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



10 FF

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



10 GG

Multifamily Mortgage, Assignment of Rents and Security Agreement dated December 1, 2005 between AIMCO Village, L.P., a Delaware limited partnership and GMAC Commercial Mortgage Bank. (incorporated by reference to Exhibit 9.01(d) to the Registrants Current Report on Form 8-K dated December 1, 2005).



10 HH

Multifamily Note dated December 1, 2005 between AIMCO Village, L.P., a Delaware limited partnership and GMAC Commercial Mortgage Bank. (incorporated by reference to Exhibit 9.01(d) to the Registrants Current Report on Form 8-K dated December 1, 2005).



10 II

Replacement Reserve Agreement dated December 1, 2005 between AIMCO Village, L.P., a Delaware limited partnership and GMAC Commercial Mortgage Bank.  (incorporated by reference to Exhibit 9.01(d) to the Registrants Current Report on Form 8-K dated December 1, 2005).



10 JJ

Guaranty dated December 1, 2005 between AIMCO Properties, L.P., a Delaware limited partnership and GMAC Commercial Mortgage Bank. (incorporated by reference to Exhibit 9.01(d) to the Registrants Current Report on Form 8-K dated December 1, 2005).



10 KK

Amended and Restated Multifamily Mortgage, Assignment of Rents, and Security Agreement dated December 1, 2005 between AIMCO Village, L.P., a Delaware limited partnership and Federal Home Loan Mortgage Corporation. (incorporated by reference to Exhibit 9.01(d) to the Registrants Current Report on Form 8-K dated December 1, 2005).



10 LL

Amended and Restated Multifamily Note dated December 1, 2005 between AIMCO Village, L.P., a Delaware limited partnership and Federal Home Loan Mortgage Corporation. (incorporated by reference to Exhibit 9.01(d) to the Registrants Current Report on Form 8-K dated December 1, 2005).



10 MM

Amended and Restated Guaranty dated December 1, 2005 between AIMCO Properties, L.P., a Delaware limited partnership and Federal Home Loan Mortgage Corporation. (incorporated by reference to Exhibit 9.01(d) to the Registrants Current Report on Form 8-K dated December 1, 2005).



10NN

Form of Multifamily Note between Capmark Bank and Brighton Crest, L.P., a South Carolina limited partnership, dated August 31, 2007. (Incorporated by reference to the Registrants Current Report on Form 8-K dated August 31, 2007)



10OO

Form of Amended and Restated Multifamily Note (Recast Transaction) between Federal Home Loan Mortgage Corporation and Brighton Crest, L.P., a South Carolina limited partnership, dated August 31, 2007. (Incorporated by reference to the Registrants Current Report on Form 8-K dated August 31, 2007)



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 of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



99

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



99A

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



99B

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