UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 10-QSB



(Mark One)

[X]

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



For the quarterly period ended September 30, 2007





[ ]

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





For the transition period from _________to _________



Commission file number 0-14483





DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.

(Exact name of small business issuer as specified in its charter)







Delaware

62-1207077

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)



55 Beattie Place, P.O. Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)



(864) 239-1000

(Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X  No ___



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















PART I - FINANCIAL INFORMATION





ITEM 1.

FINANCIAL STATEMENTS







DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.



CONSOLIDATED BALANCE SHEET

(Unaudited)

(in thousands, except unit data)



September 30, 2007





|                                            |           |         
|------------------------------------------- | --------- | --------
|Assets                                      |           |         
|Cash and cash equivalents                   |           | $    294
|Receivables and deposits                    |           | 396     
|Other assets                                |           | 508     
|Investment properties:                      |           |         
|Land                                        | $  1,953  |         
|Buildings and related personal property     | 52,779    |         
|                                            | 54,732    |         
|Less accumulated depreciation               | (32,845)  | 21,887  
|                                            |           | $23,085 
|                                            |           |         
|Liabilities and Partners' Deficit           |           |         
|                                            |           |         
|Liabilities                                 |           |         
|Accounts payable                            |           | $    207
|Tenant security deposit liabilities         |           | 192     
|Accrued property taxes                      |           | 368     
|Other liabilities                           |           | 331     
|Due to affiliates (Note B)                  |           | 6,696   
|Mortgage notes payable (Note D)             |           | 25,159  
|                                            |           |         
|Partners' Deficit                           |           |         
|General partners                            | $   (315) |         
|Limited partners (1,224.25 units issued and |           |         
|outstanding)                                | (9,553)   | (9,868) 
|                                            |           | $23,085 





See Accompanying Notes to Consolidated Financial Statements

















DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.



CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)





|                                        |                    |                   |           |            
|--------------------------------------- | ------------------ | ----------------- | --------- | -----------
|                                        | Three Months Ended | Nine Months Ended
|                                        | September 30,      | September 30,    
|                                        | 2007               | 2006              | 2007      | 2006       
|Revenues:                               |                    |                   |           |            
|Rental income                           | $  1,834           | $  1,785          | $  5,456  | $    5,228 
|Other income                            | 208                | 160               | 587       | 476        
|Total revenues                          | 2,042              | 1,945             | 6,043     | 5,704      
|                                        |                    |                   |           |            
|Expenses:                               |                    |                   |           |            
|Operating                               | 1,020              | 977               | 2,945     | 2,732      
|General and administrative              | 63                 | 59                | 218       | 209        
|Depreciation                            | 738                | 740               | 2,185     | 2,190      
|Interest                                | 499                | 498               | 1,479     | 1,504      
|Property taxes                          | 133                | 133               | 388       | 392        
|Loss on extinguishment of debt (Note D) | --                 | --                | --        | 526        
|Total expenses                          | 2,453              | 2,407             | 7,215     | 7,553      
|                                        |                    |                   |           |            
|Casualty gain (Note C)                  | 4                  | --                | 139       | --         
|                                        |                    |                   |           |            
|Net loss                                | $(407)             | $(462)            | $(1,033)  | $(1,849)   
|                                        |                    |                   |           |            
|Net loss allocated to general           |                    |                   |           |            
|partners (2%)                           | $     (8)          | $     (9)         | $    (21) | $      (37)
|Net loss allocated to limited           |                    |                   |           |            
|partners (98%)                          | (399)              | (453)             | (1,012)   | (1,812)    
|                                        | $(407)             | $(462)            | $(1,033)  | $(1,849)   
|                                        |                    |                   |           |            
|Net loss per limited partnership unit   | $(325.91)          | $(370.02)         | $(826.63) | $(1,480.09)





See Accompanying Notes to Consolidated Financial Statements















DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.



CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)







|                               |             |          |          |         
|------------------------------ | ----------- | -------- | -------- | --------
|                               | Limited     |          |          |         
|                               | Partnership | General  | Limited  |         
|                               | Units       | Partners | Partners | Total   
|                               |             |          |          |         
|Original capital contributions | 1,224.25    | $1       | $24,485  | $24,486 
|                               |             |          |          |         
|Partners' deficit at           |             |          |          |         
|December 31, 2006              | 1,224.25    | $  (294) | $(8,541) | $(8,835)
|                               |             |          |          |         
|Net loss for the nine months   |             |          |          |         
|ended September 30, 2007       | --          | (21)     | (1,012)  | (1,033) 
|                               |             |          |          |         
|Partners' deficit at           |             |          |          |         
|September 30, 2007             | 1,224.25    | $(315)   | $(9,553) | $(9,868)





See Accompanying Notes to Consolidated Financial Statements











DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                           |                   |         
|---------------------------------------------------------- | ----------------- | --------
|                                                           | Nine Months Ended
|                                                           | September 30,    
|                                                           | 2007              | 2006    
|                                                           |                   |         
|Cash flows from operating activities:                      |                   |         
|Net loss                                                   | $(1,033)          | $(1,849)
|Adjustments to reconcile net loss to net cash              |                   |         
|provided by operating activities:                          |                   |         
|Depreciation                                               | 2,185             | 2,190   
|Amortization of debt discounts and loan costs              | 57                | 98      
|Loss on extinguishment of debt                             | --                | 526     
|Casualty gains                                             | (139)             | --      
|Change in accounts:                                        |                   |         
|Receivables and deposits                                   | 12                | 43      
|Other assets                                               | (78)              | (80)    
|Accounts payable                                           | (10)              | (43)    
|Tenant security deposit liabilities                        | 23                | 35      
|Accrued property taxes                                     | (50)              | (10)    
|Other liabilities                                          | (3)               | 67      
|Due to affiliate                                           | 186               | (658)   
|Net cash provided by operating activities                  | 1,150             | 319     
|                                                           |                   |         
|Cash flows from investing activities:                      |                   |         
|Property improvements and replacements                     | (1,203)           | (990)   
|Net withdrawals from restricted escrows                    | --                | 86      
|Insurance proceeds received                                | 179               | --      
|Net cash used in investing activities                      | (1,024)           | (904)   
|                                                           |                   |         
|Cash flows from financing activities:                      |                   |         
|Payments on mortgage notes payable                         | (440)             | (503)   
|Repayment of mortgage note payable                         | (5,053)           | (4,066) 
|Proceeds from mortgage note payable                        | 4,300             | 8,700   
|Loan costs paid                                            | (60)              | (139)   
|Advances from affiliate                                    | 818               | 174     
|Payments on advances from affiliate                        | --                | (3,366) 
|Net cash (used in) provided by financing activities        | (435)             | 800     
|                                                           |                   |         
|Net (decrease) increase in cash and cash equivalents       | (309)             | 215     
|Cash and cash equivalents at beginning of period           | 603               | 628     
|Cash and cash equivalents at end of period                 | $294              | $843    
|                                                           |                   |         
|Supplemental disclosure of cash flow information:          |                   |         
|Cash paid for interest                                     | $1,198            | $2,033  
|Supplemental disclosure of non-cash activity:              |                   |         
|Property improvements and replacements in accounts payable | $75               | $65     



At December 31, 2006 and 2005, approximately $176,000 and $86,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements at September 30, 2007 and 2006, respectively.



See Accompanying Notes to Consolidated Financial Statements











DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note A - Basis of Presentation



The accompanying unaudited consolidated financial statements of Davidson Diversified Real Estate II, 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 Diversified Properties, Inc. (the "Managing General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006. The Managing General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.



Recent Accounting Pronouncements



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



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



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



Note B - Transactions with Affiliated Parties



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



Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties for providing property management services. The Partnership paid to such affiliates approximately $297,000 and $277,000 for the nine months ended September 30, 2007 and 2006, respectively, which is included in operating expenses.



An affiliate of the Managing General Partner received reimbursement of accountable administrative expenses amounting to approximately $260,000 and $215,000 for the nine months ended September 30, 2007 and 2006, respectively, which is included in general and administrative expenses and investment properties. The portion of these reimbursements included in investment properties for the nine months ended September 30, 2007 and 2006 are construction management services provided by an affiliate of the Managing General Partner of approximately $106,000 and $77,000, respectively. At September 30, 2007 approximately $42,000 of reimbursements are accrued and are included in due to affiliates.



In accordance with the Partnership Agreement, an affiliate of the Managing General Partner has advanced the Partnership various funds to cover capital expenditures, operational expenses and real estate taxes in prior years. The Partnership received advances of approximately $818,000 during the nine months ended September 30, 2007 in connection with the refinancing of the mortgage encumbering Big Walnut Apartments. The Partnership received an advance of approximately $174,000 during the nine months ended September 30, 2006 in connection with the refinancing of the mortgage encumbering The Trails Apartments. At September 30, 2007, the amount of the outstanding loans and accrued interest was approximately $6,654,000 and is included in due to affiliates. Interest is charged at prime plus 1%, or 8.75% at September 30, 2007. Interest expense was approximately $393,000 and $513,000 for the nine months ended September 30, 2007 and 2006, respectively.  For the nine months ended September 30, 2007 the Partnership made a payment of approximately $200,000 of accrued interest to an affiliate of the Managing General Partner from cash reserves. For the nine months ended September 30, 2006, the Partnership made payments of approximately $3,366,000 of principal and approximately $1,168,000 of accrued interest to an affiliate of the Managing General Partner from cash reserves and refinancing proceeds. An affiliate of the Managing General Partner is considering the remedies it can pursue including accelerating repayment of the outstanding loans it has made to the Partnership.



The Partnership accrued a real estate commission due to the Managing General Partner of $48,000 upon the sale of Shoppes at River Rock during the year ended December 31, 1999. During 2002, the Partnership paid $30,000 of the amount to an unaffiliated third party as part of a settlement regarding brokerage services. Approximately $18,000 is accrued at September 30, 2007 and is included in other liabilities in the accompanying consolidated balance sheet. Payment of the remaining accrued commission is subordinate to the limited partners receiving their original invested capital plus a cumulative non-compounded annual return of 8% on their adjusted invested capital.



The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability.  The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner.  During the nine months ended September 30, 2007 and 2006, the Partnership was charged by AIMCO and its affiliates approximately $342,000 and $215,000, respectively, for insurance coverage and fees associated with policy claims administration.



Note C  Casualty Gains



During April 2006, Reflections Apartments suffered significant damage to all of the propertys roofs as a result of hail and wind produced by tornadoes. The estimated cost to replace the roofs is approximately $554,000. During the fourth quarter of 2006, the Partnership received insurance proceeds of approximately $442,000. A casualty gain of approximately $27,000 was recognized during the fourth quarter of 2006 as a result of receiving insurance proceeds of approximately $442,000 offset by approximately $415,000 of undepreciated assets written off. The Partnership recognized a casualty gain of approximately $111,000 during the nine months ended September 30, 2007 due to the receipt of additional insurance proceeds of approximately $111,000.



During January 2007, Reflections Apartments suffered fire damage to one of its apartment units.  The estimated cost to repair the unit is approximately $52,000. During the nine months ended September 30, 2007, the Partnership received approximately $42,000 related to this casualty. During the three and nine months ended September 30, 2007, the Partnership recognized a casualty gain of approximately $4,000 as a result of receiving $42,000 of insurance proceeds offset by approximately $38,000 of undepreciated assets being written off.



During February 2007, Big Walnut Apartments suffered water damage to one of the propertys buildings as a result of a snow storm and leaking roofs. The estimated cost to repair the building is approximately $29,000. During the nine months ended September 30, 2007, the Partnership received insurance proceeds of approximately $26,000. During the nine months ended September 30, 2007, the Partnership recognized a casualty gain of approximately $24,000 as a result of receiving approximately $26,000 of insurance proceeds offset by approximately $2,000 of undepreciated assets being written off.



Note D  Mortgage Refinancings



On September 26, 2007, the Partnership refinanced the mortgage encumbering Big Walnut Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of approximately $5,053,000, with a new mortgage loan in the principal amount of approximately $4,300,000. The new loan was refinanced under a secured real estate credit facility (Secured Credit Facility) with AEGON USA Realty Advisors, Inc., as agent for Transamerica Occidental Life Insurance Company, which has a maturity of October 1, 2010, with two one-year extension options. The new mortgage requires monthly payments of interest only beginning on November 1, 2007, through the October 1, 2010 maturity date, at which date the entire principal balance of $4,300,000 is due.  The new loan has a variable interest rate of the one-month LIBOR rate plus 0.78% (6.28% per annum at September 30, 2007) and resets monthly.  The variable interest rate may increase to the one-month LIBOR rate plus 0.98% if the debt service coverage ratio of the investment property decreases below a prescribed threshold. The Secured Credit Facility provides mortgage loans on properties owned by other partnerships that are affiliated with the Managing General Partner of the Partnership. The Secured Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans.  The loans are prepayable without penalty.  As a condition of the Secured Credit Facility, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the refinancing, an affiliate of the Partnerships Managing General Partner advanced the Partnership approximately $770,000 to cover the amount needed to payoff the existing mortgage and closing costs. In connection with the new loan, loan costs of approximately $60,000 were capitalized and are included in other assets.



On May 31, 2006, the Partnership refinanced the mortgage encumbering one of its investment properties, The Trails Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $526,000 during the nine months ended September 30, 2006 due to the write off of unamortized loan costs and debt discounts.  The new mortgage loan, in the principal amount of $8,700,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of approximately $4,066,000. Closing costs of approximately $139,000 were capitalized and are included in other assets.  The new mortgage loan requires monthly payments of principal and interest of approximately $52,000, beginning on July 1, 2006 until the loan matures on June 1, 2016, with a fixed interest rate of 5.96% and a balloon payment of approximately $7,385,000 due at maturity. From May 31, 2006 through December 1, 2015 (the Prepayment Premium Period) the loan may be prepaid with the payment of a prepayment penalty, as defined in the loan agreement. After the Prepayment Premium Period and until maturity, the loan may be prepaid without penalty.  As a condition of the new loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.



Note E - Contingencies



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



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



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



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



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



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



Environmental



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



Mold



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



Excise Taxes



During 2006, the Partnership received an excise tax audit assessment from the state of Tennessee in the amount of approximately $32,000 for the tax years 2002-2005. In October 2007, the Partnership and the Tennessee Department of Revenue entered into a settlement agreement that satisfied the Partnerships Tennessee excise tax obligations for the tax years 2002-2005 and for the short period ending June 30, 2006. The Partnership will not have to pay any additional taxes, penalties or interest as part of this settlement.













ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF 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 Partnership's financial statements and the notes thereto, as well as the risk factors described in the documents the Partnership files from time to time with the Securities and Exchange Commission.



The Partnership's investment properties consist of three apartment complexes. The following table sets forth the average occupancy of the properties for the nine months ended September 30, 2007 and 2006:



|                           |                   |     
|-------------------------- | ----------------- | ----
|                           | Average Occupancy
|                           | 2007              | 2006
|Big Walnut Apartments      |                   |     
|Columbus, Ohio             | 96%               | 96% 
|The Trails Apartments      |                   |     
|Nashville, Tennessee       | 97%               | 97% 
|Reflections Apartments (1) |                   |     
|Indianapolis, Indiana      | 95%               | 92% 



(1)

The Managing General Partner attributes the increase in occupancy at Reflections Apartments to more effective advertising, an experienced sales staff and improved resident retention efforts.



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



Results of Operations



The Partnerships net loss for the three and nine months ended September 30, 2007 was approximately $407,000 and $1,033,000, respectively, compared to a net loss of approximately $462,000 and $1,849,000 for the three and nine months ended September 30, 2006, respectively.  The decrease in net loss for the three months ended September 30, 2007 is due to an increase in total revenues and the recognition of a casualty gain during 2007, partially offset by an increase in total expenses. The decrease in net loss for the nine months ended September 30, 2007 is due to an increase in total revenues, the recognition of a casualty gain during 2007 and a decrease in total expenses for the nine months ended September 30, 2007.



Total revenues increased for both periods due to an increase in both rental and other income. Rental income increased due to an increase in occupancy at Reflections Apartments and an increase in the average rental rate at all three investment properties, partially offset by an increase in bad debt expense at Reflections and Big Walnut Apartments.  Other income increased due to an increase in utility reimbursements and an increase in lease cancellation, resident and application fees and late charges.



During April 2006, Reflections Apartments suffered significant damage to all of the propertys roofs as a result of hail and wind produced by tornadoes. The estimated cost to replace the roofs is approximately $554,000. During the fourth quarter of 2006 the Partnership received insurance proceeds of approximately $442,000. A casualty gain of approximately $27,000 was recognized during the fourth quarter of 2006 as a result of receiving insurance proceeds of approximately $442,000 offset by approximately $415,000 of undepreciated assets written off. The Partnership recognized a casualty gain of approximately $111,000 during the nine months ended September 30, 2007 due to the receipt of additional insurance proceeds of approximately $111,000.



During January 2007, Reflections Apartments suffered fire damage to one of its apartment units.  The estimated cost to repair the unit is approximately $52,000. During the nine months ended September 30, 2007, the Partnership received approximately $42,000 related to this casualty. During the three and nine months ended September 30, 2007, the Partnership recognized a casualty gain of approximately $4,000 as a result of receiving $42,000 of insurance proceeds offset by approximately $38,000 of undepreciated assets being written off.



During February 2007, Big Walnut Apartments suffered water damage to one of the propertys buildings as a result of a snow storm and leaking roofs. The estimated cost to repair the building is approximately $29,000. During the nine months ended September 30, 2007, the Partnership received insurance proceeds of approximately $26,000. During the nine months ended September 30, 2007, the Partnership recognized a casualty gain of approximately $24,000 as a result of receiving approximately $26,000 of insurance proceeds offset by approximately $2,000 of undepreciated assets being written off.



Total expenses increased for the three months ended September 30, 2007 primarily due to an increase in operating expense. General and administrative, depreciation, interest and property tax expenses remained relatively constant for the comparable period. Total expenses decreased for the nine months ended September 30, 2007 due to a decrease in interest expense and a decrease in the recognition of loss on extinguishment of debt, partially offset by an increase in operating expenses. General and administrative, depreciation and property tax expenses remained relatively constant for the comparable period. Operating expense increased for the three months ended September 30, 2007 due to increases in property and maintenance expenses. Property expense increased due to an increase in salaries and related employee benefits at both Reflections Apartments and The Trails Apartments and an increase in utility costs at Big Walnut Apartments.  Maintenance expense increased due to a decrease in capitalized payroll expenses at Reflections Apartments and The Trails Apartments and an increase in contract services at The Trails Apartments. Operating expense increased for the nine months ended September 30, 2007 due to increases in property, management fee, and maintenance expenses.  Property expense increased primarily due to an increase in salaries and related employee benefits and utility costs at Reflections Apartments. Management fee expense increased as a result of an increase in rental revenues on which such fee is based.  Maintenance expense increased due to cleanup expenses incurred at Big Walnut Apartments, snow removal at Reflections Apartments and decreased capitalized payroll at The Trails Apartments and Reflections Apartments. Interest expense decreased for the nine months ended September 30, 2007 due to a decrease in interest charged on advances from an affiliate of the Managing General Partner as a result of payments made during 2006 and 2007 on the advances and accrued interest, partially offset by an increase in interest expense, as a result of a decrease in the amortization of the debt discount related to the mortgage encumbering The Trails Apartments as discussed below. The decrease in the recognition of loss on extinguishment of debt for the nine months ended September 30, 2007 is due to the refinancing of the mortgage encumbering The Trails Apartments during May of 2006, as discussed below.



On May 31, 2006, the Partnership refinanced the mortgage encumbering one of its investment properties, The Trails Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $526,000 during the nine months ended September 30, 2006 due to the write off of unamortized loan costs and debt discounts.  The new mortgage loan, in the principal amount of $8,700,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of approximately $4,066,000. Closing costs of approximately $139,000 were capitalized and are included in other assets.  The new mortgage loan requires monthly payments of principal and interest of approximately $52,000, beginning on July 1, 2006 until the loan matures on June 1, 2016, with a fixed interest rate of 5.96% and a balloon payment of approximately $7,385,000 due at maturity.



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



Liquidity and Capital Resources



At September 30, 2007, the Partnership had cash and cash equivalents of approximately $294,000 compared to approximately $843,000 at September 30, 2006. Cash and cash equivalents decreased approximately $309,000 since December 31, 2006 due to approximately $1,024,000 and $435,000 of cash used in investing and financing activities, respectively, partially offset by approximately $1,150,000 of cash provided by operating activities.  Cash used in investing activities consisted of property improvements and replacements, partially offset by the receipt of insurance proceeds. Cash used in financing activities consisted of repayment of the previous mortgage encumbering Big Walnut Apartments, principal payments made on the mortgages encumbering the Partnerships properties and loan costs paid, partially offset by proceeds received from the refinancing of the mortgage encumbering Big Walnut Apartments and advances received from an affiliate of the Managing General Partner. The Partnership invests its working capital reserves in interest bearing accounts.



In accordance with the Partnership Agreement, an affiliate of the Managing General Partner has advanced the Partnership various funds to cover capital expenditures, operational expenses and real estate taxes in prior years. The Partnership received advances of approximately $818,000 during the nine months ended September 30, 2007 in connection with the refinancing of the mortgage encumbering Big Walnut Apartments. The Partnership received an advance of approximately $174,000 during the nine months ended September 30, 2006 in connection with the refinancing of the mortgage encumbering The Trails Apartments. At September 30, 2007, the amount of the outstanding loans and accrued interest was approximately $6,654,000 and is included in due to affiliates. Interest is charged at prime plus 1%, or 8.75% at September 30, 2007. Interest expense was approximately $393,000 and $513,000 for the nine months ended September 30, 2007 and 2006, respectively.  For the nine months ended September 30, 2007, the Partnership made a payment of approximately $200,000 of accrued interest to an affiliate of the Managing General Partner from cash reserves. For the nine months ended September 30, 2006, the Partnership made payments of approximately $3,366,000 of principal and approximately $1,168,000 of accrued interest to an affiliate of the Managing General Partner from cash reserves and refinancing proceeds. An affiliate of the Managing General Partner is considering the remedies it can pursue including accelerating repayment of the outstanding loans it has made to the Partnership.



The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the Partnerships properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance.  For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, the Partnership expects that it will incur higher expenses related to compliance. Capital improvements planned for each of the Partnership's properties are detailed below.



Big Walnut Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $393,000 of capital expenditures at Big Walnut Apartments consisting primarily of water and sewer upgrades, recreational facilities, floor covering and balcony replacements, washer and dryer enhancements and air conditioning replacements. These improvements were funded from operating cash flow and insurance proceeds. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



The Trails Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $342,000 of capital expenditures at The Trails Apartments consisting primarily of floor covering and appliance replacements, structural improvements and parking lot and air conditioning upgrades. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Reflections Apartments



During the nine months ended September 30, 2007, the Partnership completed approximately $367,000 of capital expenditures at Reflections Apartments consisting primarily of HVAC upgrades, grounds lighting, washer and dryer enhancements and floor covering replacements. These improvements were funded from operating cash flow and insurance proceeds. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Capital expenditures will be incurred only if cash is available from operations or from Partnership reserves.  To the extent that 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 Reflections Apartments of approximately $12,284,000 matures in January 2029 at which time the loan is scheduled to be fully amortized. However, the lender can exercise a call option on the mortgage on February 1, 2009 and every fifth anniversary thereafter until maturity. If the lender exercises the call option, the outstanding principal balance and any related interest expense is due and payable on the call date. The mortgage indebtedness encumbering The Trails Apartments of approximately $8,575,000 matures in January 2016 at which time a balloon payment of approximately $7,385,000 is required.  On September 26, 2007, the Partnership refinanced the mortgage encumbering Big Walnut Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of approximately $5,053,000, with a new mortgage loan in the principal amount of approximately $4,300,000. The new loan was refinanced under a secured real estate credit facility (Secured Credit Facility) with AEGON USA Realty Advisors, Inc., as agent for Transamerica Occidental Life Insurance Company, which has a maturity of October 1, 2010, with two one-year extension options. The new mortgage requires monthly payments of interest only beginning on November 1, 2007, through the October 1, 2010 maturity date, at which date the entire principal balance of $4,300,000 is due.  The new loan has a variable interest rate of the one-month LIBOR rate plus 0.78% (6.28% per annum at September 30, 2007) and resets monthly.  The variable interest rate may increase to the one-month LIBOR rate plus 0.98% if the debt service coverage ratio of the investment property decreases below a prescribed threshold. The Secured Credit Facility provides mortgage loans on properties owned by other partnerships that are affiliated with the Managing General Partner of the Partnership. The Secured Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans.  The loans are prepayable without penalty.  As a condition of the Secured Credit Facility, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the refinancing, an affiliate of the Partnerships Managing General Partner advanced the Partnership approximately $770,000 to cover the amount needed to payoff the existing mortgage and closing costs. In connection with the new loan, loan costs of approximately $60,000 were capitalized and are included in other assets.  The Managing General Partner will attempt to refinance 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.



Pursuant to the Partnership Agreement, the term of the Partnership is scheduled to expire on December 31, 2008. Accordingly, prior to such date the Partnership will need to either sell the investment properties or extend the term of the Partnership.



No cash distributions were made during the nine months ended September 30, 2007 or 2006. Future cash distributions will depend on the levels of net cash generated from operations, the timing of debt maturities, refinancings, and/or property sales. The Partnership's cash available for distribution is reviewed on a monthly basis. In light of the significant amount due to affiliates of the Managing General Partner at September 30, 2007, it is not anticipated that the Partnership will make any distributions in the foreseeable future.



Other



In addition to its indirect ownership of the managing and associate general partner interests in the Partnership, AIMCO and its affiliates owned 706.00 limited partnership units ("Units") in the Partnership representing 57.67% of the outstanding Units at September 30, 2007. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 57.67% of the outstanding Units, AIMCO is in a position to control all such voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



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



Impairment of Long-Lived Assets



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



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















Revenue Recognition



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



ITEM 3.

CONTROLS AND PROCEDURES



(a)

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



(b)

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













PART II - OTHER INFORMATION





ITEM 1.

LEGAL PROCEEDINGS



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



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



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



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



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



ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.













SIGNATURES







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







|                        |                                            
|----------------------- | -------------------------------------------
|                        | DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.  
|                        |                                            
|                        | By:   Davidson Diversified Properties, Inc.
|                        | Managing General Partner                   
|                        |                                            
|Date: November 13, 2007 | By:   /s/Martha L. Long                    
|                        | Martha L. Long                             
|                        | Senior Vice President                      
|                        |                                            
|Date: November 13, 2007 | By:   /s/Stephen B. Waters                 
|                        | Stephen B. Waters                          
|                        | Vice President                             















DAVIDSON DIVERSIFIED REAL ESTATE II, LP

EXHIBIT INDEX





Exhibit Number

Description of Exhibit



3

Partnership Agreement dated June 11, 1984, as amended is incorporated by reference to Exhibit A to the Prospectus of the Registrant dated October 16, 1984 as filed with the Commission pursuant to Rule 424(b) under the Act.



3B

Amendment No. 1 to the Partnership Agreement dated August 1, 1985 is incorporated by reference to Exhibit 3B to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985.



4

Certificate of Limited Partnership dated June 11, 1984 is incorporated by reference to Exhibit 4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987.



4A

Certificate of Amendment to Limited Partnership dated July 17, 1984 is incorporated by reference to Exhibit 4A to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987.



4B

Restated Certificate of Limited Partnership dated October 5, 1984 is incorporated by reference to Exhibit 4B to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987.



10I

Contract for Sale of Real Estate for Big Walnut Apartments dated December 6, 1984 between Community Development Company, an Ohio limited partnership and Tennessee Trust Company, as Trustee is incorporated by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated March 28, 1985.



10J

Assignment of Contract for Sale of Real Estate dated March 22, 1985 between Tennessee Trust Company, Trustee, and the Registrant, relating to assignment of Purchase Agreement for Big Walnut Apartments is incorporated by reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated March 28, 1985.



10K

Contract for Sale of Real Estate for The Trails Apartments dated July 31, 1985 between Trails of Nashville Associates, Ltd., a Tennessee limited partnership by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated August 30, 1985.



10L

Assignment of Contract for Sale of Real Estate dated August 28, 1985 between Tennessee Trust Company, as Trustee and the Registrant, relating to assignment of Contract for Sale of Real Estate for The Trails Apartments is incorporated by reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated August 30, 1985.



10M

Contract for Sale of Real Estate for Greensprings Manor Apartments dated July 15, 1985 between Greensprings Apartments Associates, an Indiana limited partnership and Tennessee Trust Company, as Trustee, is incorporated by reference to Exhibit 20(d) to the Registrant's Current Report on Form 8-K dated August 30, 1985.



10N

Assignment of Contract for Sale of Real Estate dated August 28, 1985 between Tennessee Trust Company, as Trustee and the Registrant, relating to assignment of Contract for Sale of Real Estate for Greensprings Manor Apartments is incorporated by reference to Exhibit 10(c) to the Registrant's Current Report on Form 8-K dated August 30, 1985.



10GG

Assignment of Limited Partnership Interest of Freeman Equities, Limited, dated December 31, 1991 between Davidson Diversified Properties, Inc. and Insignia Jacques-Miller, L.P. is incorporated by reference to Exhibit 10KKK to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.



10HH

Assignment of General Partner Interests of Freeman Equities, Limited, dated December 31, 1991 between Davidson Diversified Properties, Inc. and MAE GP Corporation is incorporated by reference to Exhibit 10LLL to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.



10II

Stock certificate, dated December 31, 1991 showing ownership of 1,000 shares of Davidson Diversified Properties, Inc. by MAE GP Corporation is incorporated by reference to Exhibit 10MMM to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.



10.6

Promissory Note dated December 11, 2003 between AIMCO Greenspring L.P., a Delaware limited partnership, and Golden American Life Insurance Company, a Delaware corporation incorporated by reference to the Registrants Current Report on Form 8-K dated December 11, 2003.



10.7

Mortgage, Security Agreement, Financing Statement and Fixture Filing dated December 11, 2003 between AIMCO Greenspring L.P., a Delaware limited partnership, and Golden American Life Insurance Company, a Delaware corporation incorporated by reference to the Registrants Current Report on Form 8-K dated December 11, 2003.



10.8

Assignment of Rents and Leases dated December 11, 2003 between AIMCO Greenspring L.P., a Delaware limited partnership, and Golden American Life Insurance Company, a Delaware corporation incorporated by reference to the Registrants Current Report on Form 8-K dated December 11, 2003.



10.9

Multifamily Note dated May 31, 2006 between The Trails, L.P., a South Carolina limited partnership, and Johnston Capital Group, Inc., a Texas corporation incorporated by reference to the Registrants Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006.



10.10

Multifamily Deed of Trust, Assignment of Rents and Security Agreement dated May 31, 2006 between The Trails, L.P., a South Carolina limited partnership, and Johnston Capital Group, Inc., a Texas corporation incorporated by reference to the Registrants Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006.



10.11

Guaranty Agreement dated May 31, 2006 between AIMCO Properties, L.P., a Delaware limited partnership and Johnston Capital Group, Inc., a Texas corporation, The Trails, L.P., a South Carolina limited partnership, and Johnston Capital Group, Inc., a Texas corporation incorporated by reference to the Registrants Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006.



10.12

Open-End Mortgage, Security Agreement and Fixture Filing between Big Walnut, L.P., a Delaware limited partnership and Transamerica Occidental Life Insurance Company, an Iowa corporation. (Incorporated by reference to the Partnerships Current Report on Form 8-K dated October 2, 2007)



10.13

Secured Promissory Note between Big Walnut, L.P., a Delaware limited partnership and Transamerica Occidental Life Insurance Company, an Iowa corporation. (Incorporated by reference to the Partnerships Current Report on Form 8-K dated October 2, 2007)



10.14

Carveout Guarantee and Indemnity Agreement between AIMCO Properties, L.P., a Delaware limited partnership and Transamerica Occidental Life Insurance Company, an Iowa corporation. (Incorporated by reference to the Partnerships Current Report on Form 8-K dated October 2, 2007)



31.1

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



31.2

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



32.1

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



99A

Agreement of Limited Partnership for Big Walnut, L.P. between Davidson Diversified Properties, Inc. and Davidson Diversified Real Estate II, L.P. entered into on August 23, 1991 is incorporated by reference to Exhibit 99A to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992.