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 June 30, 2004


[ ]   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 ___

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



                           DAVIDSON GROWTH PLUS, L.P.

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

                                  June 30, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 193
   Receivables and deposits                                                     184
   Restricted escrows                                                           234
   Other assets                                                                 878
   Investment properties:
       Land                                                  $ 4,650
       Buildings and related personal property                 22,521
                                                               27,171
       Less accumulated depreciation                          (15,388)       11,783
                                                                           $ 13,272
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 122
   Tenant security deposit liabilities                                           95
   Accrued property taxes                                                       296
   Other liabilities                                                            307
   Due to affiliates                                                            265
   Mortgage notes payable                                                    19,467

Partners' Deficit
   General partners                                          $ (1,035)
   Limited partners (28,371.75 units issued and
      outstanding)                                             (6,245)       (7,280)
                                                                           $ 13,272

         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               Six Months
                                          Ended June 30,            Ended June 30,
                                        2004         2003          2004        2003

 Revenues:
<S>                                   <C>           <C>          <C>          <C>
   Rental income                      $ 1,135       $ 1,227      $ 2,212      $ 2,513
   Other income                           119           129          252          259
       Total revenues                   1,254         1,356        2,464        2,772

 Expenses:
   Operating                              527           501        1,032        1,000
   General and administrative              59            56          112          117
   Depreciation                           272           268          541          531
   Interest                               364           372          731          749
   Property taxes                         148           148          296          296
       Total expenses                   1,370         1,345        2,712        2,693

 Operating (loss) income                 (116)           11         (248)          79
 Distributions to minority
   interest partner in excess
   of investment (Note C)                  --           (24)          --          (24)
 Net (loss) income                     $ (116)       $ (13)       $ (248)      $ 55

 Net (loss) income allocated to
   general partners (3%)                $ (3)        $ --          $ (7)        $ 2
 Net (loss) income allocated to
   limited partners (97%)                (113)          (13)        (241)          53

                                       $ (116)       $ (13)       $ (248)      $ 55
 Net (loss) income per limited
   partnership unit                   $ (3.98)      $ (0.46)     $ (8.49)     $ 1.87

 Distributions per limited
   partnership unit                     $ --        $ 2.68         $ --       $ 2.68

         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, 2003                28,371.75     $(1,028)     $(6,004)     $(7,032)

Net loss for the six months
   ended June 30, 2004                     --          (7)        (241)        (248)

Partners' deficit at
   June 30, 2004                    28,371.75     $(1,035)     $(6,245)     $(7,280)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                           DAVIDSON GROWTH PLUS, L.P.

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


                                                                    Six Months Ended
                                                                        June 30,
                                                                      2004     2003
Cash flows from operating activities:
<S>                                                                <C>          <C>
  Net (loss) income                                                $ (248)      $ 55
  Adjustments to reconcile net (loss) income to net cash
   Provided by operating activities:
     Depreciation                                                     541          531
     Distributions to minority interest partner in excess of
      investment                                                       --           24
     Amortization of loan costs                                        22           23
     Change in accounts:
      Receivables and deposits                                        (35)        (108)
      Other assets                                                   (129)         (87)
      Accounts payable                                                 37            7
      Tenant security deposit liabilities                              (3)           9
      Accrued property taxes                                           37           21
      Other liabilities                                                 6           39
      Due to affiliates                                                55           --
         Net cash provided by operating activities                    283          514

Cash flows from investing activities:
  Property improvements and replacements                             (195)        (198)
  Net (deposits to) withdrawals from restricted escrows               (61)          68
         Net cash used in investing activities                       (256)        (130)

Cash flows from financing activities:
  Payments on mortgage notes payable                                 (278)        (259)
  Loan costs refunded                                                  --           10
  Advances from affiliate                                             169          120
  Repayment of advances from affiliate                                 --         (120)
  Distribution to partners                                             --          (78)
  Distributions to minority interest partner                           --          (24)
         Net cash used in financing activities                       (109)        (351)

Net (decrease) increase in cash and cash equivalents                  (82)          33
Cash and cash equivalents at beginning of period                      275          359
Cash and cash equivalents at end of period                         $ 193        $ 392

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 707        $ 727
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts payable        $ --        $ 58

         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 six months ended June 30, 2004, are not necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2004.  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, 2003.  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 and revised  December 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 public  entities  with
variable  interest  entities held before  February 1, 2003, FIN 46 will apply to
financial statements for periods ending after December 15, 2004.

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 investments 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 its cash flow, the Partnership  cannot
make any definitive  conclusion on the impact,  if any, on net earnings until it
completes its evaluation,  including an evaluation of the Partnership's  maximum
exposure to loss.

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  $121,000  and $140,000 for the six months ended June 30, 2004 and
2003, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $77,000 and
$71,000 for the six months ended June 30, 2004 and 2003, respectively,  which is
included in general  and  administrative  expenses  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 $2,000
and $3,000 for the six months  ended June 30, 2004 and 2003,  respectively.  The
fees are calculated based on a percentage of additions to investment properties.
At June 30, 2004,  the  Partnership  owed an  affiliate of the Managing  General
Partner  approximately $92,000 of accrued accountable  administrative  expenses,
which is included in due to affiliates.

The Partnership Agreement provides for the Managing General Partner to receive a
fee for managing the affairs of the Partnership.  The fee is 2% of adjusted cash
from  operations  as  defined  in the  Partnership  Agreement.  Payment  of this
management fee is  subordinated  and is payable only after the  Partnership  has
distributed to the limited  partners  adjusted cash from  operations in any year
equal to 10% of the limited partners adjusted  invested  capital,  as defined in
the  Partnership  Agreement,  or upon the refinance or sale of a property in the
Partnership.  Partnership management fees were approximately $13,000 for the six
months  ended  June 30,  2003 and are  included  in general  and  administrative
expenses.  No such fees were accrued  during the six months ended June 30, 2004.
Unpaid  subordinated   Partnership   management  fees  at  June  30,  2004,  are
approximately $44,000, which are included in other liabilities.

During the six months ended June 30, 2004, the Managing General Partner advanced
approximately  $169,000 to the Partnership for real estate taxes owed by Fairway
Apartments.  During the six months  ended June 30, 2003,  the  Managing  General
Partner advanced  approximately $120,000 to the Partnership to cover operational
expenses and these  advances  were repaid by the  Partnership  prior to June 30,
2003.  At June 30,  2004,  the  amount of  outstanding  loans and  interest  was
approximately  $173,000 and is included in due to affiliates on the accompanying
consolidated  balance  sheet.  Interest on the advances is charged at prime plus
1%, or 5% at June 30, 2004.  Interest expense on the advances was  approximately
$4,000 and $1,000 for the six months ended June 30, 2004 and 2003, 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 six months ended June 30, 2004 and 2003,
the  Partnership was charged by AIMCO and its affiliates  approximately  $48,000
and $73,000,  respectively,  for  insurance  coverage and fees  associated  with
policy claims administration.


<PAGE>

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  $92,000 for the six months  ended June
30, 2004 and net income of  approximately  $14,000 for the six months ended June
30, 2003.  The minority  partner's  share of net losses for the six months ended
June 30, 2004 was approximately  $16,000.  However,  the Partnership  recognized
100% of the net loss due to the  minority  partner's  investment  balance  being
reduced to zero in 2002. The minority  partner's share of net income for the six
months ended June 30, 2003 was approximately  $3,000. No income was allocated to
the  minority  partner  for the six months  ended June 30, 2003 as it was offset
against previously  unrecognized  losses and distributions of the Joint Venture.
The  remaining  unallocated  losses  and  distributions  at June  30,  2004  are
approximately  $858,000.  During the six months ended June 30,  2003,  the Joint
Venture distributed approximately $24,000 to the minority partner. There were no
distributions during the six months ended June 30, 2004.

Note D - 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 (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
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.

On January 28, 2004,  Objector filed his opening brief in his pending appeal. On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement  and the judgment  thereto.  Plaintiffs  have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
No hearing has been scheduled in the matter.

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.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  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 defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  financial  condition or results of  operations
taken as a whole. Similarly,  the Managing General Partner does not believe that
the ultimate  outcome will have a material  adverse effect on the  Partnership's
financial condition or results of operations taken as a whole.

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.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities and Exchange  Commission is conducting an  investigation  relating to
certain  matters.  AIMCO  believes the areas of  investigation  include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts payable,  rent concessions,  vendor rebates, and
capitalization of expenses and payroll.  AIMCO is cooperating  fully. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results of  operations  taken as a whole.
Similarly,  the  Managing  General  Partner  does not believe  that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations taken as a whole.


<PAGE>




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
six months ended June 30, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      Brighton Crest Apartments                     86%        91%
         Marietta, Georgia
      The Fairway Apartments                        79%        93%
         Plano, Texas
      The Village Apartments                        91%        96%
         Brandon, Florida

The Managing  General  Partner  attributes the decrease in occupancy at Brighton
Crest  Apartments to poor market  conditions and increased  layoffs in Marietta,
Georgia.  The Managing  General Partner  attributes the decrease in occupancy at
The Fairway  Apartments  to more  tenants  purchasing  homes due to low mortgage
rates and to the need for exterior  improvements  at the property.  The Managing
General Partner  attributes the decrease in occupancy at The Village  Apartments
to military deployments and lost jobs.

The  Partnership's  financial  results  are  dependent  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  which are
outside the control of the  Partnership  such as the local economic  climate and
weather can adversely or positively impact the Partnership's financial results.


<PAGE>



Results of Operations

The  Partnership's net loss for the three and six months ended June 30, 2004 was
approximately  $116,000  and  $248,000,  respectively,  compared  to net loss of
approximately $13,000 for the three months ended June 30, 2003 and net income of
approximately  $55,000 for the six months ended June 30,  2003.  The increase in
net loss and the  decrease in net income for the three and six months ended June
30,  2004 is  attributable  to a decrease in total  revenues  and an increase in
total expenses  partially  offset by a decrease in distributions to the minority
interest  partner  in excess of  investment.  Total  revenues  for both  periods
decreased due to decreases in rental and other income.  Rental income  decreased
due to decreases in occupancy at all of the Partnership's  investment properties
and in the average  rental rate at The Fairway  and  Brighton  Crest  Apartments
partially  offset by an  increase  in the  average  rental  rate at the  Village
Apartments  and a  decrease  in bad  debt  expense  at  all  of  the  investment
properties.  Other income decreased due to decreases in utility  reimbursements,
late charges and lease  cancellation  fees at The Fairway  Apartments  partially
offset by an increase in lease cancellation fees at Brighton Crest Apartments.

The increase in total expenses for both periods is due to increases in operating
and depreciation expense partially offset by a decrease in interest expense. The
increase in operating  expense is due to  increases in property and  maintenance
expenses  partially  offset by a decrease in management  fees.  Property expense
increased  due to an  increase  in payroll  and  related  benefits at all of the
investment  properties.  Maintenance expense increased due to increased contract
labor at Brighton Crest Apartments.  Management fees decreased due to a decrease
in  rental  income at all of the  investment  properties.  Depreciation  expense
increased due to assets that were placed into service during the past 12 months.
Interest expense decreased due to scheduled  principal payments on the mortgages
encumbering the investment properties.

Included in general and  administrative  expenses  for the six months ended June
30, 2004 and 2003 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  $92,000 for the six months  ended June
30, 2004 and net income of  approximately  $14,000 for the six months ended June
30, 2003.  The minority  partner's  share of net losses for the six months ended
June 30, 2004 was approximately  $16,000.  However,  the Partnership  recognized
100% of the net loss due to the  minority  partner's  investment  balance  being
reduced to zero in 2002. The minority  partner's share of net income for the six
months ended June 30, 2003 was approximately  $3,000. No income was allocated to
the  minority  partner  for the six months  ended June 30, 2003 as it was offset
against previously  unrecognized  losses and distributions of the Joint Venture.
The  remaining  unallocated  losses  and  distributions  at June  30,  2004  are
approximately  $858,000.  During the six months ended June 30,  2003,  the Joint
Venture distributed approximately $24,000 to the minority partner. There were no
distributions during the six months ended June 30, 2004.

Liquidity and Capital Resources

At June 30, 2004, the Partnership had cash and cash equivalents of approximately
$193,000  compared to  approximately  $392,000 at June 30,  2003.  Cash and cash
equivalents  decreased  approximately  $82,000  since  December  31, 2003 due to
approximately  $256,000 of cash used in investing  activities and  approximately
$109,000 of cash used in financing  activities partially offset by approximately
$283,000  of cash  provided  by  operating  activities.  Cash used in  investing
activities consisted of property  improvements and replacements and net deposits
to restricted escrow accounts.  Cash used in financing  activities  consisted of
principal   payments  made  on  the  mortgages   encumbering  the  Partnership's
investment  properties  partially  offset by advances  from an  affiliate of the
Managing General Partner.  The Partnership  invests its working capital reserves
in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  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, including increased legal and audit fees.
Capital  improvements  planned  for  each of the  Partnership's  properties  are
detailed below.

Brighton Crest Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $56,000 of capital  improvements  at Brighton  Crest  Apartments,
consisting  primarily  of water  heater  replacements,  landscaping,  and  floor
covering  and  appliance  replacements.  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
$120,000  in capital  improvements  during  the  remainder  of 2004.  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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $105,000  of  capital  improvements  at The  Fairway  Apartments,
consisting primarily of structural  improvements,  plumbing fixture replacements
and appliance and floor covering  replacements.  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  $36,000  in  capital  improvements  during  the  remainder  of 2004.
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.


<PAGE>



The Village Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $34,000  of  capital  improvements  at  The  Village  Apartments,
consisting  primarily of fencing,  floor  covering and  appliance  replacements.
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  $30,000 in capital  improvements
during the remainder of 2004.  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 is 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.

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's   investment   properties   of
approximately $19,467,000 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 six months ended
June 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2004         Unit        June 30, 2003         Unit

<S>                      <C>              <C>              <C>             <C>
Operations               $ --             $ --             $ 78            $ 2.68
</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 any  distributions  to its  partners
during the remainder of 2004 or subsequent periods.

Other

In addition to its indirect  ownership of the managing  general partner interest
in the Partnership, AIMCO and its affiliates owned 16,535.50 limited partnership
units (the "Units") in the  Partnership  representing  58.28% of the outstanding
Units at June 30, 2004. A number of these Units were acquired pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Managing General  Partner.  As a result of its ownership of 58.28% 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.

Recent Accounting Pronouncements

In January 2003 and revised  December 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 public  entities  with
variable  interest  entities held before  February 1, 2003, FIN 46 will apply to
financial statements for periods ending after December 15, 2004.

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 investments 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 its cash flow, the Partnership  cannot
make any definitive  conclusion on the impact,  if any, on net earnings until it
completes its evaluation,  including an evaluation of the Partnership's  maximum
exposure to loss.

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. 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.
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.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
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
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.

On January 28, 2004,  Objector filed his opening brief in his pending appeal. On
April 23, 2004, the Managing General Partner and its affiliates filed a response
brief in support of the settlement  and the judgment  thereto.  Plaintiffs  have
also filed a brief in support of the settlement. On June 4, 2004, Objector filed
a reply to the briefs  submitted by the Managing General Partner and Plaintiffs.
No hearing has been scheduled in the matter.

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.  On March 5, 2004  Plaintiffs
filed an amended complaint also naming NHP Management Company,  which is also an
affiliate  of the  Managing  General  Partner.  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 defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its  financial  condition or results of  operations
taken as a whole. Similarly,  the Managing General Partner does not believe that
the ultimate  outcome will have a material  adverse effect on the  Partnership's
financial condition or results of operations taken as a whole.


<PAGE>


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  See Exhibit Index Attached.

            b) Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2004.


<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


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


                                    Date: August 13, 2004



<PAGE>


                                  EXHIBIT INDEX


Exhibit

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

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

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

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

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

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

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

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


  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.

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

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

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

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

  10Y             Stock  certificate,  dated December 31, 1991 showing ownership
                  of 1,000 shares of Davidson  Diversified  Properties,  Inc. by
                  MAE GP Corporation.

  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, 2003).

  10FF            Multifamily  Note dated  January  14,  2002,  by and between
                  Brighton Crest,  L.P., a South Carolina limited  partnership
                  and ARCS Commercial  Mortgage Co., L.P. relating to Brighton
                  Crest Apartments  (incorporated by reference to Exhibit 10FF
                  filed with the  Registrant's  Annual  Report on Form  10-KSB
                  for the year ended December 31, 2003).

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

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

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

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

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

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



<PAGE>


Exhibit 31.1
                                  CERTIFICATION

I, Martha L. Long, certify that:


1.    I have reviewed this  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 small  business  issuer as of, and for, the periods  presented in this
      report;

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

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

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

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

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

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

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

Date:  August 13, 2004

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


<PAGE>


Exhibit 31.2
                                  CERTIFICATION

I, Stephen B. Waters, certify that:


1.    I have reviewed this  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 small  business  issuer as of, and for, the periods  presented in this
      report;

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

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

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

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

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

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

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

Date:  August 13, 2004

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


<PAGE>


Exhibit 32.1


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



In connection with the Quarterly  Report on Form 10-QSB of Davidson Growth Plus,
L.P. (the "Partnership"),  for the quarterly period ended June 30, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Martha  L.  Long,  as the  equivalent  of the  chief  executive  officer  of the
Partnership,  and Stephen B. Waters,  as the  equivalent of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 13, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 13, 2004


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.