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

                        Quarterly or Transitional Report

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

                                   Form 10-QSB

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

                   For the quarterly period ended March 31, 2000


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                         Commission file number 0-15675

                           DAVIDSON GROWTH PLUS, L.P.
         (Exact name of small business issuer as specified in its charter)



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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                             DAVIDSON GROWTH PLUS, L.P.

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  661
   Receivables and deposits                                                     119
   Restricted escrows                                                           346
   Other assets                                                                 257
   Investment properties:
       Land                                                  $ 4,650
       Buildings and related personal property                 20,440
                                                               25,090
       Less accumulated depreciation                          (11,066)       14,024
                                                                           $ 15,407

Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $   61
   Tenant security deposit liabilities                                          115
   Accrued property taxes                                                       121
   Other liabilities                                                            296
   Mortgage notes payable                                                    11,539

Minority interest                                                                88

Partners' (Deficit) Capital
   General partners                                           $  (722)
   Limited partners (28,371.75 units issued and
      outstanding)                                              3,909         3,187
                                                                           $ 15,407
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

b)

                             DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


                                                    Three Months Ended
                                                         March 31,
                                                     2000        1999
Revenues:
   Rental income                                   $ 1,292     $ 1,319
   Other income                                         74          87
      Total revenues                                 1,366       1,406
Expenses:
   Operating                                           497         425
   General and administrative                           56          68
   Depreciation                                        237         196
   Interest                                            252         259
   Property taxes                                      117         119
      Total expenses                                 1,159       1,067

Income before minority interest
   in net income of joint venture                      207         339

Minority interest in net income of joint
   venture                                            (16)        (39)

Net income                                          $ 191       $ 300

Net income allocated to general partners (3%)       $   6       $   9

Net income allocated to limited partners (97%)        185         291
                                                    $ 191       $ 300

Net income per limited partnership unit            $ 6.52      $10.26

Distributions per limited partnership unit         $ 8.21       $  --


            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

c)

                             DAVIDSON GROWTH PLUS, L.P.

          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                   Partnership   General     Limited
                                      Units      Partners    Partners       Total

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

Partners' (deficit) capital at
   December 31, 1999                28,371.75     $ (721)     $ 3,957      $ 3,236

Distributions to partners                  --         (7)        (233)        (240)

Net income for the three
   months ended March 31, 2000             --          6          185          191

Partners' (deficit) capital
   at March 31, 2000                28,371.75     $ (722)     $ 3,909      $ 3,187

</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>
d)
                             DAVIDSON GROWTH PLUS, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                   2000        1999
Cash flows from operating activities:
<S>                                                              <C>         <C>
  Net income                                                     $   191     $   300
  Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation                                                   237         196
      Amortization of discounts and loan costs                        26          26
      Minority interest in net income of joint venture                16          39
      Change in accounts:
         Receivables and deposits                                    247          97
         Other assets                                                (40)        (26)
         Accounts payable                                            (19)         25
         Tenant security deposit liabilities                          (5)        (10)
         Accrued property taxes                                      (76)        (70)
         Other liabilities                                           (21)        (27)
            Net cash provided by operating activities                556         550

Cash flows from investing activities:

  Property improvements and replacements                            (220)        (74)
  Net (deposits to) receipts from restricted escrows                 (79)         24
            Net cash used in investing activities                   (299)        (50)

Cash flows from financing activities:
  Payments on mortgage notes payable                                 (69)        (62)
  Distributions to partners                                         (240)         --
  Distributions to minority partner                                  (33)         --
            Net cash used in financing activities                   (342)        (62)

Net (decrease) increase in cash and cash equivalents                 (85)        438
Cash and cash equivalents at beginning of period                     746       1,186
Cash and cash equivalents at end of period                       $   661     $ 1,624

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $   226     $   233
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

e)
                             DAVIDSON GROWTH PLUS, L.P.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements of Davidson Growth
Plus, L.P. (the  "Partnership" or "Registrant") have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form  10-QSB and Item 310(b) of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of Davidson  Growth Plus GP Corporation  (the  "Managing  General
Partner"),  all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three month period ended March 31, 2000, are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2000.  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, 1999.

Principles of Consolidation

The consolidated financial statements of the Partnership include its 99% limited
partnership  interest in The New Fairways,  LP and its 82.5% general partnership
interest in Sterling  Crest Joint  Venture  ("Sterling  Crest")  which  operates
Brighton  Crest.  Because the  Partnership may remove the general partner of The
New  Fairways,  L.P.  and has a  controlling  interest  in Sterling  Crest,  the
partnerships are controlled and consolidated by the Partnership. All significant
inter-entity balances have been eliminated.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Note C - 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.

<PAGE>

The  following  amounts  were paid or accrued to the  Managing  General  Partner
and/or its  affiliates  during the three month  periods ended March 31, 2000 and
1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $ 72      $ 71
 Reimbursement for services of affiliates (included in
    general and administrative expense)                             23        27
 Subordinated management fee (included in general and
    administrative expense)                                          8        16

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  paid to such  affiliates  approximately
$72,000  and  $71,000  for the  three  months  ended  March  31,  2000 and 1999,
respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $23,000 and
$27,000 for the three months ended March 31, 2000 and 1999, 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.  Unpaid subordinated Partnership management fees at March
31, 2000,  are  approximately  $141,000.  Included in the $141,000  subordinated
management fee payable at March 31, 2000,  were  Partnership  management fees of
approximately  $8,000 and $16,000 for the three  month  periods  ended March 31,
2000 and 1999, respectively.

On September 25, 1997, an affiliate of the Managing  General  Partner  purchased
Lehman Brothers' Class "D" subordinated bonds of SASCO, 1992-MI. These bonds are
secured  by 55  multi-family  apartment  mortgage  loan  pairs  held  in  Trust,
including The Fairway Apartments owned by the Partnership.

AIMCO and its affiliates currently own 14,463.5 limited partnership units in the
Partnership  representing  50.979% of the  outstanding  units. A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  50.979%  of the  outstanding  units,  AIMCO is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest of the  Managing  General  Partner  because of their
affiliation with the Managing General Partner.

<PAGE>

Note D - Distributions to Partners

A cash  distribution  from operations of approximately  $240,000  (approximately
$233,000 to the limited partners or $8.21 per limited partnership unit) was paid
to the partners  during the three months ended March 31, 2000.  The  Partnership
did not make any  distributions  to its  partners  during the three months ended
March 31, 1999.

Note E - Segment Information

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's residential property segment consists of three apartment complexes
one  each  in  Marietta,  Georgia;  Plano,  Texas;  and  Brandon,  Florida.  The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less.

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment information for the three months ended March 31, 2000 and 1999, is shown
in the following tables (in thousands).  The "Other" column includes Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

                 2000                  Residential     Other      Totals

Rental income                            $ 1,292       $  --     $ 1,292
Other income                                  64          10          74
Interest expense                             252          --         252
Depreciation                                 237          --         237
General and administrative expense            --          56          56
Minority interest in net income of
  joint venture                               --         (16)        (16)
Segment profit (loss)                        253         (62)        191
Total assets                              15,198         209      15,407
Capital expenditures for investment
  properties                                 220          --         220


<PAGE>

                 1999                  Residential     Other      Totals

Rental income                            $ 1,319       $  --    $ 1,319
Other income                                  62          25         87
Interest expense                             259          --        259
Depreciation                                 196          --        196
General and administrative expense            --          68         68
Minority interest in net income of
  joint venture                               --         (39)       (39)
Segment profit (loss)                        382         (82)       300
Total assets                              15,379       1,250     16,629
Capital expenditures for investment
  properties                                  74          --         74

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

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

<PAGE>

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

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

The Partnership's  investment  properties consist of three apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
three months ended March 31, 2000 and 1999:

                                                  Average Occupancy

      Property                                     2000       1999

      Brighton Crest Apartments                     92%        95%
         Marietta, Georgia
      The Fairway Apartments                        95%        93%
         Plano, Texas
      The Village Apartments                        93%        97%
         Brandon, Florida

The Managing  General  Partner  attributes the decrease in occupancy at Brighton
Crest   Apartments  to  many   competitive   properties  in  the  area  offering
concessions.  The decrease in occupancy at the Village  Apartments  is primarily
attributable to increased home purchases and increased tenant utility bills as a
result  of  sub-metering  which  allocates  the  utility  bills  to each  tenant
apartment.

Results of Operations

The  Partnership  realized  net income of  approximately  $191,000 for the three
months ended March 31, 2000,  compared to net income of  approximately  $300,000
for the three  months  ended  March 31,  1999.  The  decrease  in net  income is
primarily  attributable to a decrease in total revenues and an increase in total
expenses  partially offset by a decrease in minority interest in income from the
joint venture.  Total revenues decreased  primarily as a result of a decrease in
rental income and, to a lesser extent, a decrease in other income. Rental income
decreased primarily due to decreased occupancy at Brighton Crest and The Village
Apartments,  as noted above,  and an increase in concession  costs at all of the
Partnership's properties.  These factors were partially offset by an increase in
average  rental  rates  at all of the  Partnership's  properties.  Other  income
decreased  primarily due to a decrease in interest  income due to decreased cash
balances in interest bearing accounts and a decrease in lease cancellation fees.

The  increase in total  expenses  is  primarily  attributable  to  increases  in
operating expenses and depreciation  expense,  partially offset by a decrease in
general and administrative expenses.  Operating expenses increased primarily due
to increased  maintenance  and repairs  expenses at The Fairway  Apartments  and
Brighton Crest  Apartments.  The increase in  depreciation  expense is due to an
increase in capital improvements put into service during the past twelve months.
General  and  administrative  expenses  decreased  primarily  due  to  decreased
reimbursements  to  the  Managing  General  Partner.  Included  in  general  and
administrative  expenses at both March 31, 2000 and 1999, are  reimbursements to
the Managing General Partner allowed under the Partnership  Agreement associated
with its management of the Partnership.  Costs associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership  Agreement are also included.  The decrease in
minority  interest  in net  income  of the  joint  venture  is due to  decreased
occupancy and increased  maintenance  expenses at the joint venture's  property,
Brighton Crest.

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

Liquidity and Capital Resources

The  Partnership  held cash and cash  equivalents of  approximately  $661,000 at
March 31, 2000,  compared to  approximately  $1,624,000  at March 31, 1999.  The
decrease  in cash  and  cash  equivalents  of  approximately  $85,000  from  the
Partnership's   cash  balance  at  December  31,  1999,   is  due  primarily  to
approximately $299,000 of cash used in investing activities and to approximately
$342,000 of cash used in financing  activities,  which was  partially  offset by
approximately  $556,000 of cash provided by operating  activities.  Cash used in
investing activities consisted of property improvements and replacements and net
deposits to escrow  accounts  maintained by the mortgage  lenders.  Cash used in
financing activities consisted primarily of distributions from operations to the
partners,  and to a lesser  extent,  payments of principal made on the mortgages
encumbering  the  Partnership's  properties  and  distributions  to the minority
partner of Sterling Crest. The Partnership  invests its working capital reserves
in money market accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal,   state,   and  local  legal  and  regulatory   requirements.   Capital
improvements planned for the Partnership's properties are detailed below.

Brighton Crest Apartments

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately  $76,000  of  capital  improvements  at the  property,  consisting
primarily  of carpet and vinyl  replacements,  appliances,  wall  covering,  and
interior  decoration.  These improvements were funded from cash from operations.
The Partnership  evaluated the capital improvement needs of the property for the
year. The amount budgeted is approximately $100,000, consisting primarily of air
conditioning  unit  replacements and carpet and vinyl  replacements.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Fairway Apartments

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately  $32,000  of  capital  improvements  at the  property,  consisting
primarily of carpet and tile replacements,  interior decoration, and appliances.
These  improvements  were  funded  from  operating  cash flow.  The  Partnership
evaluated the capital improvement needs of the property for the year. The amount
budgeted is  approximately  $150,000,  consisting  primarily of air conditioning
unit  replacements,  carpet  replacements,   interior  decoration,  parking  lot
improvements, and appliances. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

The Village Apartments

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately  $112,000  of capital  improvements  at the  property,  consisting
primarily of plumbing upgrades, carpet and vinyl replacements, roof replacement,
and building  improvements.  These  improvements were funded from operating cash
flow. The Partnership  evaluated the capital  improvement  needs of the property
for the year. The amount budgeted in 2000 is approximately  $92,000,  consisting
primarily of air conditioning  unit  replacement,  appliances,  carpet and vinyl
replacements,  and plumbing upgrades.  Additional improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.

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

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately  $11,539,000,  net of discounts, is amortized over
periods ranging from  approximately  21 to 29 years with balloon payments due in
2002 and 2003.  The Managing  General  Partner  will  attempt to refinance  such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
may risk losing such properties through foreclosure.

During  the  three  months  ended  March  31,  2000,  a cash  distribution  from
operations  of  approximately  $240,000  (approximately  $233,000 to the limited
partners or $8.21 per limited  partnership  unit) was paid to the  partners.  No
cash distributions were paid to the partners during the three months ended March
31,  1999.  Future  cash  distributions  will  depend on the  levels of net cash
generated from  operations,  the availability of cash reserves and the timing of
debt  maturities,   refinancings,   and/or  property  sales.  The  Partnership's
distribution  policy  is  reviewed  on a  semi-annual  basis.  There  can  be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations after required capital  improvements to permit further  distributions
to its partners during the year 2000 or subsequent periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  plaintiffs  seek  monetary  damages and  equitable  relief,
including  judicial  dissolution  of the  Partnership.  On June  25,  1998,  the
Managing General Partner filed a motion seeking dismissal of the action. In lieu
of responding to the motion, the plaintiffs have filed an amended complaint. The
Managing  General  Partner filed  demurrers to the amended  complaint which were
heard  February  1999.   Pending  the  ruling  on  such  demurrers,   settlement
negotiations  commenced.  On November 2, 1999, the parties  executed and filed a
Stipulation of Settlement,  settling claims, subject to final court approval, on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing the Court  received  various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the  alleged  lack of  authority  of class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the  Managing  General  Partner  and  its
affiliates  terminated the proposed settlement.  Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        a)    Exhibits:

              Exhibit 27, Financial Data Schedule, is filed as an exhibit to
              this report.

        b)    Reports on Form 8-K filed in the first  quarter of  calendar  year
              2000:

              None.

<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
                                          Its Managing General Partner

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

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

                                    Date: