UNITED STATES
                       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, 2003


[ ] 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 0-14483


                    Davidson Diversified Real Estate II, L.P.
             (Exact name of registrant 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)





<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



                    Davidson Diversified Real Estate II, L.P.

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

                                 March 31, 2003
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   512
   Receivables and deposits                                                      617
   Restricted escrows                                                             85
   Other assets                                                                  408
   Investment properties:
      Land                                                    $ 1,953
      Buildings and related personal property                   43,365
                                                                45,318
      Less accumulated depreciation                            (21,057)       24,261
                                                                            $ 25,883

Liabilities and Partners' Deficit

Liabilities
   Accounts payable                                                          $ 378
   Tenant security deposit liabilities                                           130
   Accrued property taxes                                                        499
   Other liabilities                                                             456
   Due to affiliates                                                           6,278
   Mortgage notes payable                                                     20,353

Partners' Deficit
   General partners                                            $ (167)
   Limited partners (1,224.25 units issued and
      outstanding)                                              (2,044)       (2,211)
                                                                            $ 25,883

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                    Davidson Diversified Real Estate II, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                  March 31,
                                                               2003           2002
Revenues:                                                                  (Restated)
<S>                                                         <C>             <C>
  Rental income                                             $ 1,261         $ 1,147
  Other income                                                   215             122
       Total revenues                                          1,476           1,269

Expenses:
  Operating                                                      602             515
  General and administrative                                      81              90
  Depreciation                                                   376             369
  Interest                                                       155             263
  Property taxes                                                 132              92
       Total expenses                                          1,346           1,329

Income (loss) from continuing operations                         130             (60)

Loss from discontinued operations                               (202)            (76)
Gain on sale of discontinued operations (Note C)               5,470              --

Net income (loss)                                           $ 5,398          $ (136)

Net income (loss) allocated to general partners              $ 420            $ (3)
Net income (loss) allocated to limited partners                4,978            (133)

                                                            $ 5,398          $ (136)

Per limited partnership unit:
  Income (loss) from continuing operations                  $ 106.19        $ (48.19)
  Loss from discontinued operations                          (163.37)         (60.45)
  Gain on sale of discontinued operations                   4,123.34              --
       Net income (loss)                                   $4,066.16        $(108.64)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                    Davidson Diversified Real Estate II, L.P.

               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

<S>                                   <C>              <C>        <C>        <C>
Original capital contributions        1,224.25         $ 1        $24,485    $24,486

Partners' deficit at
   December 31, 2002                  1,224.25        $ (587)     $(7,022)   $(7,609)

Net income for the three months
   ended March 31, 2003                     --           420        4,978      5,398

Partners' deficit at
   March 31, 2003                     1,224.25        $ (167)     $(2,044)   $(2,211)

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                    Davidson Diversified Real Estate II, L.P.

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

                                                                  Three Months Ended
                                                                       March, 31
                                                                    2003        2002
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net income (loss)                                               $ 5,398     $ (136)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation                                                     419        497
     Amortization of discounts and loan costs                          69         91
     Gain on sale of investment property                           (5,470)        --
     Loss on early extinguishment of debt                              68         --
     Change in accounts:
      Receivables and deposits                                       (111)       (64)
      Other assets                                                     29       (107)
      Accounts payable                                                 22       (387)
      Tenant security deposit liabilities                             (27)         8
      Accrued property taxes                                          (29)       (58)
      Other liabilities                                               (50)        73
      Due to affiliates                                                24        276
         Net cash provided by operating activities                    342        193

Cash flows from investing activities:
  Property improvements and replacements                           (1,978)    (2,917)
  Net proceeds from sale of investment property                     2,547         --
  Net deposits to restricted escrows                                   --        (39)
         Net cash provided by (used in) investing activities          569     (2,956)

Cash flows from financing activities:
  Advances from affiliates                                          1,393      1,200
  Payments on advances from affiliates                             (2,272)        --
  Payments on mortgage notes payable                                 (103)      (126)
  Proceeds from mortgage notes payable                                 --      1,737
  Loan costs paid                                                      (8)       (19)
         Net cash (used in) provided by financing activities         (990)     2,792

Net (decrease) increase in cash and cash equivalents                  (79)        29
Cash and cash equivalents at beginning of period                      591        743

Cash and cash equivalents at end of period                         $ 512      $ 772

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 376      $ 394

Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts payable       $ 82        $ --
  Mortgage assumed by buyer on sale of investment property        $ 6,899      $ --

At  December  31, 2002  approximately  $527,000  of  property  improvements  and
replacements  were  included  in accounts  payable and are  included in property
improvements and replacements at March 31, 2003.

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                    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  months ended March 31, 2003 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December 31, 2003. 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, 2002. The Managing
General Partner is a subsidiary of Apartment  Investment and Management  Company
("AIMCO"), a publicly traded real estate investment trust.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of  Long-Lived  Assets"  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2002 to reflect the  operations  of LaFontenay I and II Apartments as
loss from discontinued operations.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64" which requires that gains and losses from  extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the accompanying consolidated statements of operations reflect the loss on early
extinguishment  of debt at LaFontenay I and II Apartments (see "Note C") in loss
from discontinued operations rather than as an extraordinary item.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  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.

During  the three  months  ended  March 31,  2003 and  2002,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of the Partnership's  properties for providing property management services. The
Partnership  paid to such affiliates  approximately  $76,000 and $87,000 for the
three months ended March 31, 2003 and 2002,  respectively,  which is included in
operating expenses and loss from discontinued operations.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $70,000 and
$628,000 for the three months ended March 31, 2003 and 2002, respectively, which
is included in general and  administrative  expenses and investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an affiliate of the Managing General Partner of approximately $3,000
and $559,000  for the three months ended March 31, 2003 and 2002,  respectively.
The fees are  calculated  based on a  percentage  of current  year  additions to
investment properties.

In accordance with the Partnership  Agreement,  the Managing General Partner has
loaned the Partnership funds to cover operational  expenses and to assist in the
closing of the  refinancing  required at  Reflections  Apartments.  At March 31,
2003,  the  amount  of the  outstanding  loans  and  accrued  interest  to cover
operational  expenses  was  approximately  $2,970,000  and  the  amount  of  the
outstanding   loan  and  accrued   interest  to  assist  the   refinancing   was
approximately $3,308,000.  Both amounts are included in due to affiliates on the
accompanying consolidated balance sheet. Interest is charged at prime plus 1% or
5.25% at March 31, 2003. Interest expense was approximately  $88,000 and $83,000
for the three months ended March 31, 2003 and 2002,  respectively.  The Managing
General Partner is considering the remedies it can pursue including accelerating
repayment  of the  outstanding  loans  it has made to the  Partnership  to cover
operational expenses and to assist in the refinancing of Reflections Apartments.
In  connection  with the sale of  LaFontenay I and II  Apartments,  a payment of
approximately  $2,272,000  was made on the  outstanding  loans  to the  Managing
General Partner during the three months ended March 31, 2003.

The  Partnership  accrued a real estate  commission  of $48,000 upon the sale of
Shoppes at River Rock due to the Managing  General Partner during the year ended
December  31,  1999.  Approximately  $18,000 is accrued at March 31, 2003 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 most of its  properties up to certain  limits  through
coverage  provided by AIMCO  which is  generally  self-insured  for a portion of
losses and liabilities  related to workers  compensation,  property casualty and
vehicle liability. The Partnership insures its properties above the AIMCO limits
through insurance policies obtained by AIMCO from insurers unaffiliated with the
Managing  General  Partner.  During 2003 and 2002,  the  Partnership's  cost for
insurance  coverage  and  fees  associated  with  policy  claims  administration
provided by AIMCO and its affiliates will be approximately $54,000 and $155,000,
respectively.  During 2003 the  Partnership  did not pay AIMCO or its affiliates
for insurance coverage for Reflections Apartments.

Note C - Sale of Investment Property

On January 30, 2003, the  Partnership  sold LaFontenay I and II Apartments to an
unaffiliated  third  party for  $9,700,000.  After  payment of closing  costs of
approximately $254,000, and the assumption of the mortgage debt of approximately
$6,899,000 by the purchaser,  the net proceeds  received by the Partnership were
approximately  $2,547,000.  The sale of the  property  resulted in a gain on the
sale during the first quarter of 2003 of approximately  $5,470,000. In addition,
the Partnership recorded a loss on early extinguishment of debt of approximately
$68,000  as a result of the write off of  unamortized  loan  costs.  The loss on
early  extinguishment  of  debt  is  included  in  the  loss  from  discontinued
operations in the accompanying  financial  statements.  The Partnership used the
proceeds received from the sale to make payments on the loan balances due to the
Managing  General  Partner  (see "Note B").  In  accordance  with  Statement  of
Financial Accounting Standards No. 144, the operations of the property have been
shown as loss from discontinued  operations for the three months ended March 31,
2003 and 2002.

Note D - 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
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,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which 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  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  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 court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  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 prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the trial date of January
13, 2003 (as well as the pre-trial and discovery  cut-off  dates) and stayed the
case in its entirety  through November 7, 2002 so that the parties could have an
opportunity  to discuss  settlement.  On October 30, 2002,  the court entered an
order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action  described below. On April
4, 2003, the Court preliminarily approved the settlement and scheduled a hearing
on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provides for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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 that
is not of a routine nature arising in the ordinary course of business.

<PAGE>

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.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  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; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's  investment  properties consist of three apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
three months ended March 31, 2003 and 2002:

                                                     Average Occupancy
                                                      2003       2002
      Big Walnut Apartments
         Columbus, Ohio (1)                           92%         97%
      The Trails Apartments
         Nashville, Tennessee                         94%         93%
      Reflections Apartments
         Indianapolis, Indiana (2)                    57%         35%

(1)   The Managing  General Partner  attributes the decrease in occupancy at Big
      Walnut Apartments to layoffs, job transfers in the Columbus, Ohio area and
      lower mortgage rates.

(2)   The low occupancy at Reflections  Apartments is due to  rehabilitation  at
      the  property.  The  property is currently  undergoing a major  renovation
      project to enhance the  appearance  of the  property to attract  desirable
      tenants. As of March 31, 2003, 32.50% of the units cannot be rented due to
      the  rehabilitation.  The increase in occupancy over the prior year is due
      to the completion of rehabilitated apartment units.

Results of Operations

The  Registrant's  net  income for the three  months  ended  March 31,  2003 was
approximately $5,398,000 as compared to a net loss of approximately $136,000 for
the three months ended March 31, 2002.  The increase in net income was primarily
due to a gain on the sale of LaFontenay I and II Apartments.

On January 30, 2003, the  Partnership  sold LaFontenay I and II Apartments to an
unaffiliated  third  party for  $9,700,000.  After  payment of closing  costs of
approximately $254,000, and the assumption of the mortgage debt of approximately
$6,899,000 by the purchaser,  the net proceeds  received by the Partnership were
approximately  $2,547,000.  The sale of the  property  resulted in a gain on the
sale during the first quarter of 2003 of approximately  $5,470,000. In addition,
the Partnership recorded a loss on early extinguishment of debt of approximately
$68,000 as a result of the write off of unamortized  loan costs. The Partnership
used the proceeds  received  from the sale to make payments on the loan balances
due to the Managing General Partner.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of  Long-Lived  Assets"  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2002 to reflect the  operations  of LaFontenay I and II Apartments as
loss from discontinued operations.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64" which requires that gains and losses from  extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the accompanying consolidated statements of operations reflect the loss on early
extinguishment  of debt at LaFontenay I and II Apartments (see "Note C") in loss
from discontinued operations rather than as an extraordinary item.

The  income  from  continuing  operations  at March 31,  2003 was  approximately
$130,000 as  compared  to a loss from  continuing  operations  of  approximately
$60,000 for the three months  ended March 31, 2002.  The increase in income from
continuing  operations was due to an increase in total revenues partially offset
by a  slight  increase  in  total  expenses.  Total  revenues  increased  due to
increases in rental income and other income.  Rental income increased  primarily
due to increases in occupancy at  Reflections  and The Trails  Apartments and an
increase  in the  average  rental  rate at Big  Walnut  Apartments,  which  were
partially  offset by a decrease in average rental rates at  Reflections  and The
Trails  Apartments  and a decrease  in  occupancy  and an  increase  in bad debt
expense at Big Walnut  Apartments.  Other income  increased  due to increases in
utilities  reimbursements at Reflections  Apartments,  increased late charges at
Reflections and Big Walnut  Apartments and increased lease  cancellation fees at
Big Walnut Apartments  partially offset by a decrease in lease cancellation fees
and miscellaneous income at Reflections Apartments.

The increase in total  expenses is due to an increase in operating  and property
tax  expenses  partially  offset by a decrease  in interest  expense.  Operating
expenses increased due to an increase in maintenance expense partially offset by
a decrease in property expenses. Maintenance expenses increased primarily due to
decreases in  construction  period  operating  costs  capitalized at Reflections
Apartments.  Property  expenses  decreased  due to decreases  in  utilities  and
payroll and related  benefits  expenses  primarily  at  Reflections  Apartments.
Property tax expense increased due to an increase in the tax rate at Reflections
Apartments  during 2003.  Interest expense decreased due to lower interest rates
on the variable rate mortgage at The Trails  Apartments  and the  refinancing of
the mortgage at Big Walnut  Apartments  during September 2002 to a variable rate
mortgage at a much lower interest rate (see further discussion in "Liquidity and
Capital Reserves").

Included in general and administrative  expenses at both March 31, 2003 and 2002
are management  reimbursements to the Managing General Partner allowed under the
Partnership  Agreement,  the costs  associated  with the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment of the 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

At  March  31,  2003,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $512,000 as compared to approximately $772,000 at March 31, 2002.
Cash and cash  equivalents  decreased  approximately  $79,000 since December 31,
2002  primarily  due  to  approximately  $990,000  of  cash  used  in  financing
activities which was partially offset by approximately $569,000 of cash provided
by  investing  activities  and  approximately  $342,000  provided  by  operating
activities. Cash used in financing activities consisted of principal payments on
the mortgages  encumbering the  Partnership's  properties,  payments on advances
from  affiliates  and  loan  costs  paid  partially   offset  by  advances  from
affiliates. Cash provided by investing activities consisted of proceeds from the
sale of LaFontenay I and II Apartments partially offset by property improvements
and  replacements.  The  Partnership  invests  its working  capital  reserves in
interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the 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.  The  Managing
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related  to  compliance,  including  increased  legal  and audit  fees.  Capital
improvements  planned  for each of the  Partnership's  properties  are  detailed
below.

Big Walnut Apartments

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately   $35,000  of  capital  improvements  at  Big  Walnut  Apartments,
consisting  primarily of floor covering  replacements.  These  improvements were
funded  from  operating  cash  flow.  The  Partnership   evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $40,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering  and  air  conditioning  unit  replacements,   fencing  upgrades,   and
structural  improvements.  Additional capital improvements may be considered and
will depend on the physical condition of the property as well as the anticipated
cash flow generated by the property.

The Trails Apartments

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately   $17,000  of  capital  improvements  at  The  Trails  Apartments,
consisting  primarily of floor covering  replacements.  These  improvements were
funded  from  operating  cash  flow.  The  Partnership   evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $78,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering, appliance, air conditioning unit, and cabinet replacements and parking
lot  and  swimming  pool  upgrades.   Additional  capital  improvements  may  be
considered and will depend on the physical  condition of the property as well as
the anticipated cash flow generated by the property.

Reflections Apartments

In  January  2001,  the  Managing   General  Partner   refinanced  the  mortgage
encumbering   this   property.   The   proceeds  are  being  used  to  fund  the
rehabilitation  project for this property with an anticipated  completion by the
end of 2003.  During the three  months  ended March 31,  2003,  the  Partnership
completed  approximately  $1,457,000  of  capital  improvements  at  Reflections
Apartments, consisting primarily of development services, building construction,
furniture and fixtures,  and floor  covering  replacements.  These  expenditures
included capitalized construction period interest of approximately $195,000, tax
and insurance expenses of approximately  $39,000 and other  construction  period
expenses of approximately  $154,000.  These  improvements were funded from loans
from the Managing  General  Partner,  and operating cash flow.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently expects to complete an additional  $6,882,000 in capital  improvements
during the remainder of 2003. The additional  capital  improvements will consist
primarily  of floor  covering and roofing  replacements  and  completion  of the
rehabilitation  project.  Additional capital  improvements may be considered and
will depend on the physical condition of the property as well as the anticipated
cash flow generated by the property and further refinancing proceeds.

LaFontenay I and II Apartments

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately  $24,000 of capital improvements at LaFontenay I and II Apartments
consisting  primarily of floor covering  replacements.  These  improvements were
funded from operating cash flow. The property was sold January 30, 2003.

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

On September 16, 2002, the Partnership  refinanced the mortgages encumbering Big
Walnut  Apartments.  The refinancing  replaced a first mortgage of approximately
$3,930,000 and a second mortgage of  approximately  $167,000 with a new mortgage
of $5,720,000.  Total capitalized loan costs were approximately  $155,000 during
the year ended December 31, 2002 and an additional $8,000 was capitalized during
the three months ended March 31, 2003.

Big Walnut Apartments was initially  refinanced under an interim credit facility
("Interim Credit Facility") which had a term of three months. The Interim Credit
Facility included  properties in other partnerships that are affiliated with the
Partnership.  However,  the Interim Credit Facility  created  separate loans for
each property that were not  cross-collateralized  or  cross-defaulted  with the
other  property  loans.  During  the  three  month  term of the  Interim  Credit
Facility, the properties were required to make interest-only payments. The first
month's interest, which was paid at the date of the refinancing,  was calculated
at LIBOR  plus 70 basis  points.  Interest  for the  following  two  months  was
calculated at LIBOR plus 150 points and was due monthly.

During  December  2002,  the  Interim  Credit  Facility  encumbering  Big Walnut
Apartments was sold to Fannie Mae under a permanent credit facility  ("Permanent
Credit  Facility").  The Permanent Credit Facility has a maturity of five years,
with one five-year extension option. This Permanent Credit Facility also creates
separate  loans  for  each  property  that  are  not   cross-collateralized   or
cross-defaulted  with the other property  loans.  Each note under this Permanent
Credit Facility will begin as a variable rate loan with the option of converting
to a fixed rate loan after three years.  The interest  rate on the variable rate
loan is the Fannie Mae discounted  mortgage-backed  security index plus 85 basis
points.  The rate was 2.10% at March 31, 2003 and will reset monthly.  Each loan
will  automatically  renew  at the  end of  each  month.  In  addition,  monthly
principal payments are required based on a 30-year amortization schedule,  using
the interest  rate in effect  during the first month that any property is on the
Permanent Credit Facility. The loans are prepayable without penalty.

The  Registrant's  assets are thought to be sufficient  for any near-term  needs
(exclusive of capital improvements) of the Registrant. The mortgage indebtedness
of approximately $20,353,000, net of discount, is amortized over varying periods
with required  balloon  payments ranging from January 2004 to December 2009. 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 three months ended March 31, 2003 or
2002. The Partnership's cash available for distribution is reviewed on a monthly
basis. 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. In light of the rehabilitation
project  at  Reflections  Apartments  and  the  significant  amounts  due to the
Managing  General  Partner at March 31,  2003,  it is not  anticipated  that the
Partnership will make distributions in the foreseeable future.

Other

In addition to its indirect  ownership of the  managing  and  associate  general
partner  interest in the  Partnership,  AIMCO and its  affiliates  owned  620.25
limited  partnership units ("Units") in the Partnership  representing  50.66% of
the  outstanding  units at March 31, 2003. 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 of limited  partnership
interest in the  Partnership  in exchange for cash or a combination  of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers. Under the Partnership  Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
which would include voting on certain  amendments to the  Partnership  Agreement
and voting to remove the Managing General Partner.  As a result of its ownership
of 50.66% of the outstanding  Units,  AIMCO is in a position to control all such
voting  decisions with respect to the Registrant.  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  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

ITEM 3.     CONTROLS AND PROCEDURES

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, within 90 days of
the filing date of this quarterly  report,  evaluated the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.



<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
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,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which 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  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  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 court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  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 prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the trial date of January
13, 2003 (as well as the pre-trial and discovery  cut-off  dates) and stayed the
case in its entirety  through November 7, 2002 so that the parties could have an
opportunity  to discuss  settlement.  On October 30, 2002,  the court entered an
order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action  described below. On April
4, 2003, the Court preliminarily approved the settlement and scheduled a hearing
on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provides for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits

                  Exhibit 3.1,  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.

                  Exhibit  3.2,  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.

                  Exhibit 4.1, 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.

                  Exhibit 4.2,  Certificate of Amendment of 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.

                  Exhibit 4.3, 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.

                  Exhibit 99, Certification  Pursuant to 18 U.S.C. Section 1350,
                  as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

            b)    Reports on Form 8-K filed during the quarter ended March 31,
                  2003:

                  Current  Report on Form 8-K dated January 30, 2003,  and filed
                  with the  Securities  and Exchange  Commission on February 14,
                  2003  disclosing the sale of LaFontenay I and II Apartments to
                  an unrelated party (see Item 2).



<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 DIVERSIFIED REAL ESTATE II, L.P.


                                    By:   Davidson Diversified Properties, Inc.
                                          Its Managing General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: May 14, 2003



<PAGE>




                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of Davidson  Diversified
Real Estate II, L.P.;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 14, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive Vice President of Davidson
                                    Diversified Properties, Inc., equivalent of
                                    the chief executive officer of the
                                    Partnership


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of Davidson  Diversified
Real Estate II, L.P.;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 14, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of Davidson Diversified Properties,
                                    Inc., equivalent of the chief financial
                                    officer of the Partnership


<PAGE>


Exhibit 99


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



In connection with the Quarterly  Report on Form 10-QSB of Davidson  Diversified
Real Estate II, L.P. (the  "Partnership"),  for the quarterly period ended March
31, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the chief  executive
officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
chief financial officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                    /s/  Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  May 14, 2003


                                    /s/  Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  May 14, 2003

This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.