Exhibit 3C



FIRST AMENDMENTTOTHE
PARTNERSHIP AGREEMENTOFDAVIDSON DIVERSIFIED REAL ESTATE II,
L.P.

This FIRST AMENDMENT TO THE PARTNERSHIP AGREEMENT OF
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P., dated as of May 21, 2008 (this
"Amendment"), is made by Davidson Diversified Properties, Inc., a
Tennessee corporation (the "Managing General Partner"). All capitalized
terms used in this Amendment but not otherwise defined herein shall have the
respective meanings given to them in the Partnership Agreement (as defined
below).

WHEREAS, Davidson Diversified Real Estate II, L.P., a
Delaware limited partnership (the "Partnership"), is governed pursuant to the
terms of that certain Partnership Agreement of Davidson Diversified Real Estate
II, L.P., dated as of June 11, 1984 (the "Partnership
Agreement"); and

WHEREAS, the Managing General Partner has determined
that this Amendment is in the best interests of the Partnership and Limited
Partners, and a majority in interest of the Limited Partners of the Partnership
have approved this Amendment.

NOW, THEREFORE, in consideration of these premises and
of the mutual provisions, conditions and covenants herein contained, the parties
hereto do hereby agree as follows:

1.            
Amendment to the Partnership Agreement.

(a)  The Partnership Agreement is hereby amended by
the addition of a new Article XXIII, which will read in its entirety as
follows:

"XXIII. SERIES OF LIMITED PARTNERSHIP
INTERESTS

Notwithstanding any other provision of this Agreement,
the Managing General Partner is hereby authorized to amend this Agreement and
the Certificate of Limited Partnership at any time, and from time to time, as it
determines, in its sole discretion, may be necessary or desirable to establish,
and convert existing limited partnership interests into, different designated
series of limited partnership interests
that have separate rights with respect to specified partnership property,
in accordance with Section 17-218 of the Delaware Revised Uniform Limited
Partnership Act. Without limitation of the foregoing, the Managing General
Partner shall be authorized to adopt amendments that provide for any or all of
the following:

All income, earnings, profits and proceeds from the
series property, including any proceeds derived from the refinancing, sale or
other disposition of such property, and any funds or payments derived from any
reinvestment of such proceeds, shall be allocated solely to such series for
all purposes, and shall be so recorded upon the books of account of the
Partnership.
Separate and distinct books and records shall be
maintained for each series, and the assets and liabilities associated with a
particular series shall be held and accounted for separately from the other
assets of the Partnership and other series.
If there are any assets, income, earnings, profits,
proceeds, funds or payments that are not readily identifiable as belonging to
any particular series, the Managing General Partner shall allocate them among
any one or more of the series in such manner and on such basis as the Managing
General Partner, in its sole discretion, deems fair and equitable, which
determination shall be conclusive and binding on the Limited Partners of all
series for all purposes.
The assets belonging to a particular series shall be
charged solely with the liabilities of the Partnership in respect of such
series and all expenses, costs, charges and reserves attributable to such
series. Any general liabilities, expenses, costs, charges or reserves of the
Partnership that are not readily identifiable as belonging to any particular
series shall be allocated and charged by the Partnership to and among one or
more of the series in such manner and on such basis as the Managing General
Partner, in its sole discretion, deems fair and equitable, which allocation
shall be conclusive and binding on the Limited Partners of all series for all
purposes.
No Limited Partner of any series will have any claim
on or any right to any assets allocated to or belonging to any other
series.
At the time a series of limited partnership interest
is established, a separate capital account shall be established on the books
of each series for each Limited Partner which shall initially consist of that
portion of such Limited Partner's existing capital account that relates to the
series property. Thereafter, the capital account of each Limited Partner in
that series shall be adjusted in the
manner set forth in the Agreement, but only with respect to (i) capital
contributions to such series, (ii) allocations of profit and loss
relating to the series, and (iii) distributions paid in respect of such
series."


2.             
Miscellaneous. (a)  Effect of Amendment.In the event of any conflict or inconsistency between
the terms of the Partnership Agreement and the terms of this Amendment, the
terms of this Amendment shall prevail, and any conflicting or inconsistent
provisions shall be reconciled and construed to give effect to the terms and
intent of this Amendment. (b)  Ratification. Except as otherwise expressly modified hereby,
the Partnership Agreement shall remain in full force and effect, and all of the
terms and provisions of the Partnership Agreement, as herein modified, are
hereby ratified and reaffirmed. (c)  Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW. [Reminder of page intentionally
left blank.]


IN WITNESS WHEREOF, the Managing
General Partner has executed this Amendment as of the date first set forth
above. DAVIDSON DIVERSIFIED PROPERTIES, INC. /s/Brian J. Bornhorst Name:   Brian J. Bornhorst Title:     Vice
President