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 September 30, 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)

                               September 30, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 572
   Receivables and deposits                                                      236
   Restricted escrows                                                             85
   Other assets                                                                  431
   Investment properties:
      Land                                                    $ 1,953
      Buildings and related personal property                   48,168
                                                                50,121
      Less accumulated depreciation                            (21,718)       28,403
                                                                            $ 29,727

Liabilities and Partners' Deficit

Liabilities
   Accounts payable                                                         $ 1,131
   Tenant security deposit liabilities                                           159
   Accrued property taxes                                                        606
   Other liabilities                                                             479
   Due to affiliates                                                           9,610
   Mortgage notes payable                                                     19,964

Partners' Deficit
   General partners                                            $ (162)
   Limited partners (1,224.25 units issued and
      outstanding)                                              (2,060)       (2,222)
                                                                            $ 29,727

            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        Nine Months Ended
                                                  September 30,             September 30,
                                                 2003        2002         2003          2002
Revenues:                                                 (Restated)                 (Restated)
<S>                                            <C>          <C>          <C>          <C>
  Rental income                                $ 1,405      $ 1,254      $ 4,008      $ 3,621
  Other income                                      127         119           412          357
  Casualty gain (Note D)                             --          92             8           92
       Total revenues                             1,532       1,465         4,428        4,070

Expenses:
  Operating                                         824         445         1,990        1,752
  General and administrative                         71          86           227          261
  Depreciation                                      330         363         1,085        1,104
  Interest                                          258         224           636          766
  Property taxes                                    157          93           440          277
  Loss on early extinguishment
    of debt (Note E)                                 --          17            --           17
       Total expenses                             1,640       1,228         4,378        4,177

(Loss) income from continuing
  operations                                       (108)        237            50         (107)
Loss from discontinued operations                    (6)        (16)         (208)        (141)
Gain on sale of discontinued
  operations (Note C)                                 2          --         5,545           --

Net (loss) income                               $ (112)      $ 221       $ 5,387       $ (248)

Net (loss) income allocated to general
  partners                                       $ (2)        $ 4         $ 425         $ (5)
Net (loss) income allocated to limited
  partners                                         (110)        217         4,962         (243)

                                                $ (112)      $ 221       $ 5,387       $ (248)
Per limited partnership unit:
  (Loss) income from continuing
    operations                                 $ (86.60)   $ 189.50      $ 40.03      $ (85.77)
  Loss from discontinued operations               (4.90)     (12.25)      (166.63)     (112.72)
  Gain on sale of discontinued operations          1.63          --      4,179.70           --

Net (loss) income                              $ (89.87)   $ 177.25     $4,053.10    $ (198.49)

            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 nine months
   ended September 30, 2003                 --           425        4,962      5,387

Partners' deficit at
   September 30, 2003                 1,224.25        $ (162)     $(2,060)   $(2,222)


            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>

                                                                  Nine Months Ended
                                                                    September 30,
                                                                    2003        2002
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net income (loss)                                               $ 5,387     $ (248)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation                                                   1,129      1,490
     Casualty gain                                                     (8)       (92)
     Gain on sale of discontinued operations                       (5,545)        --
     Loss on early extinguishment of debt                              68         17
     Amortization of debt discounts and loan costs                    208        233
     Change in accounts:
      Receivables and deposits                                        245       (468)
      Other assets                                                   (106)       (54)
      Accounts payable                                               (102)      (273)
      Tenant security deposit liabilities                               2         15
      Accrued property taxes                                           78         99
      Other liabilities                                               (25)       225
      Due to affiliate                                                223        266
         Net cash provided by operating activities                  1,554      1,210

Cash flows from investing activities:
  Property improvements and replacements                           (5,860)    (5,291)
  Net proceeds from sale of investment property                     2,547         --
  Insurance proceeds received                                          13         --
  Net withdrawals from restricted escrows                              --        145
         Net cash used in investing activities                     (3,300)    (5,146)

Cash flows from financing activities:
  Advances from affiliates                                          5,190      2,781
  Payments on advances from affiliates                             (2,936)       (77)
  Payments on mortgage notes payable                                 (517)      (386)
  Proceeds from mortgage note payable                                  --      7,462
  Repayment on mortgage notes payable                                  --     (4,097)
  Loan costs paid                                                     (10)      (172)
         Net cash provided by financing activities                  1,727      5,511

Net (decrease) increase in cash and cash equivalents                  (19)     1,575
Cash and cash equivalents at beginning of period                      591        743
Cash and cash equivalents at end of period                         $ 572     $ 2,318

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 729     $ 1,208
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts payable      $ 1,057      $ --
  Mortgage assumed by buyer on sale of investment property        $ 6,899      $ --
  Insurance proceeds in receivables and deposits                   $ --       $ 132

At December 31, 2002 and 2001,  approximately  $527,000 and $850,000 of property
improvements and replacements were included in accounts payable and are included
in  property  improvements  and  replacements  at  September  30, 2003 and 2002,
respectively.

            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 and nine months ended  September 30,
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 statement of operations for the period ended September
30, 2002 has been  restated as of January 1, 2002 to reflect the  operations  of
LaFontenay  I and II  Apartments,  which was sold  January 2003 (see Note C), as
loss from discontinued operations.

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.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $233,000 and $272,000 for the nine months ended September 30, 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  $174,000 and
$772,000 for the nine months ended  September  30, 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 $567,000 for the nine months ended  September 30, 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 September 30,
2003,  the  amount  of the  outstanding  loans  and  accrued  interest  to cover
operational expenses and the required refinancing at Reflections  Apartments was
approximately $9,610,000. These amounts are included in due to affiliates on the
accompanying consolidated balance sheet. Interest is charged at prime plus 1% or
5.00% at September 30, 2003.  Interest  expense was  approximately  $297,000 and
$304,000 for the nine months ended  September  30, 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.  Proceeds from the sale of LaFontenay I and II Apartments  and funds
received  from the operating  cash flow of Big Walnut and The Trails  Apartments
were used to make payments of approximately  $2,936,000 on the outstanding loans
to the Managing General Partner during the nine months ended September 30, 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 September 30, 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 the nine months ended September 30, 2003 and
2002,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$54,000 and $155,000,  respectively,  for insurance coverage and fees associated
with  policy  claims  administration.  During  2003,  the  Partnership  obtained
insurance  coverage for Reflections  Apartments  from an unaffiliated  insurance
company.

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 of discontinued operations of approximately  $5,545,000 for the nine months
ended September 30, 2003. 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 consolidated 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 and nine months ended  September 30, 2003 and 2002. The property's
operations,  a loss of  approximately  $208,000 and $141,000 for the nine months
ended  September  30,  2003 and 2002,  respectively,  are  included in loss from
discontinued   operations  on  the  accompanying   consolidated   statements  of
operations  and  include  revenues of  approximately  $179,000  and  $1,377,000,
respectively.

Note D - Casualty Gains

During  the  nine  months  ended  September  30,  2003 a net  casualty  gain  of
approximately  $8,000 was recorded at Big Walnut  Apartments.  The casualty gain
related  to a fire that  occurred  at Big Walnut  Apartments  that  damaged  two
apartments in March 2003. The gain was the result of insurance proceeds received
of  approximately  $13,000  less the net book value of the  damaged  property of
approximately $ 5,000.

During the three and nine months ended  September  30, 2002, a net casualty gain
of approximately  $92,000 was recorded at Reflections  Apartments.  The casualty
gain related to a fire that occurred at Reflections  Apartments in October 2001.
The gain was the result of insurance proceeds of approximately $132,000 less the
net book value of the damaged property of approximately $40,000.

Note E - Refinancing Mortgage Payable

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  $10,000  was  capitalized
during the nine months ended  September 30, 2003. The  Partnership  recognized a
loss on the early  extinguishment  of debt of  approximately  $17,000 due to the
write-off  of  unamortized  loan costs  during the three and nine  months  ended
September 30, 2002.

Big Walnut Apartments was initially  refinanced under an interim credit facility
("Interim Credit  Facility") which had a term of six 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 six 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 1.9% at September  30, 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.

Note F - Legal Proceedings

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

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment  thereto.  The Managing General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.

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.

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  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
nine months ended September 30, 2003 and 2002:

                                                     Average Occupancy
                                                      2003       2002
      Big Walnut Apartments
         Columbus, Ohio (1)                           92%         96%
      The Trails Apartments
         Nashville, Tennessee                         95%         94%
      Reflections Apartments
         Indianapolis, Indiana (2)                    62%         43%

(1)   The Managing  General Partner  attributes the decrease in occupancy at Big
      Walnut  Apartments to a slow economy 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 has completed a major  renovation  project to
      enhance the appearance of the property to attract desirable  tenants.  The
      increase in occupancy  over the prior year is due to the completion of the
      rehabilitated apartment units.

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2003 was
approximately $5,387,000 as compared to a net loss of approximately $248,000 for
the nine months ended  September  30, 2002.  The  Partnership  had a net loss of
approximately $112,000 for the three months ended September 30, 2003 as compared
to net income of approximately $221,000 for the three months ended September 30,
2002.  The increase in net income for the nine months ended  September  30, 2003
was primarily due to a gain on the sale of LaFontenay I and II Apartments.

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 statement of operations for the period ended September
30, 2002 has been  restated as of January 1, 2002 to reflect the  operations  of
LaFontenay I and II Apartments as loss from discontinued operations.

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 of discontinued operations of approximately  $5,545,000 for the nine months
ended September 30, 2003. 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 consolidated financial
statements.  The property's  operations,  a loss of  approximately  $208,000 and
$141,000 for the nine months ended  September  30, 2003 and 2002,  respectively,
are  included  in  loss  from   discontinued   operations  on  the  accompanying
consolidated  statements  of  operations.  The  Partnership  used  the  proceeds
received from the sale to make payments on the loan balances due to the Managing
General Partner.

The income from  continuing  operations for the nine months ended  September 30,
2003 was approximately $50,000 compared to a loss of approximately  $107,000 for
the nine months ended  September 30, 2002. The loss from  continuing  operations
for the  three  months  ended  September  30,  2003 was  approximately  $108,000
compared to income from continuing operations of approximately  $237,000 for the
three months ended  September 30, 2002.  The increase in income from  continuing
operations  for the nine months ended  September 30, 2003 was due to an increase
in total  revenues  partially  offset  by an  increase  in total  expenses.  The
increase in loss from continuing operations for the three months ended September
30,  2003  was due to an  increase  in total  expenses  partially  offset  by an
increase in total revenues.

Total revenues  increased for the three and nine months ended September 30, 2003
due to an  increase  in rental  income and other  income  partially  offset by a
decrease in casualty gain. Rental income increased due to increases in occupancy
at Reflections and The Trails  Apartments and average rental rates at Big Walnut
Apartments  partially  offset by a decrease in occupancy  and an increase in bad
debt  expense at Big Walnut  Apartments  and reduced  rental rates at The Trails
Apartments. Other income increased due to increases in utility reimbursements at
Reflections  Apartments  and  increased  lease  cancellation  fees at Big Walnut
Apartments and The Trails  Apartments,  partially  offset by a decrease in lease
cancellation fees at Reflections Apartments.

During  the  nine  months  ended  September  30,  2003 a net  casualty  gain  of
approximately  $8,000 was recorded at Big Walnut  Apartments.  The casualty gain
related  to a fire that  occurred  at Big Walnut  Apartments  that  damaged  two
apartments in March 2003. The gain was the result of insurance proceeds received
of  approximately  $13,000  less the net book value of the  damaged  property of
approximately $ 5,000.

During the three and nine months ended  September  30, 2002, a net casualty gain
of approximately  $92,000 was recorded at Reflections  Apartments.  The casualty
gain related to a fire that occurred at Reflections  Apartments in October 2001.
The gain was the result of insurance proceeds of approximately $132,000 less the
net book value of the damaged property of approximately $40,000.

Total  expenses for the nine months ended  September  30, 2003  increased due to
increases in operating and property tax expenses  partially  offset by decreases
in interest  and general and  administrative  expenses.  Total  expenses for the
three months ended  September  30, 2003  increased due to increases in operating
and property tax expenses  partially by a decrease in general and administrative
expenses.  Operating expenses increased  primarily due to increases in insurance
and  maintenance  expenses  partially  offset by  decreases in  advertising  and
property  expenses.  Insurance  expense  increased  due to an increase in hazard
insurance   premiums  at  all  of  the  Partnership's   investment   properties.
Maintenance  expense  increased  primarily due to a decrease in operating  costs
capitalized as part of the renovation  project at Reflections  Apartments due to
units being completed and becoming  available for tenants.  Advertising  expense
decreased  due to  decreases in  periodical  advertising  and  referral  fees at
Reflections  Apartments due to units being completed and becoming  available for
tenants.  Property  expense  decreased  primarily due to decreases in utilities,
commissions and bonuses and payroll and related benefits expenses at Reflections
Apartments.  Property  tax expense  increased  due to  increases in the assessed
value of Big Walnut Apartments and the tax rate at Reflections Apartments, which
is located in  Indianapolis,  Indiana.  During  2003,  Indiana has  adjusted its
methodology for assessing  property tax values and tax rates, which has resulted
in a significant increase in property tax expense. Interest expense for the nine
months  ended  September  30,  2003  decreased  due to  variable  rate  interest
mortgages at all of the Partnership's properties whereby the interest rates were
lower in 2003 compared to 2002.

General   and   administrative   expenses   decreased   due  to  a  decrease  in
reimbursements  to the Managing  General  Partner  allowed under the Partnership
Agreement.  Also  included in general and  administrative  expenses for the nine
months  ended  September  30,  2003 and 2002 are the costs  associated  with the
quarterly  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,  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.

Liquidity and Capital Resources

At  September  30,  2003,  the  Partnership  had cash and  cash  equivalents  of
approximately $572,000 as compared to approximately  $2,318,000 at September 30,
2002. Cash and cash equivalents  decreased  approximately $19,000 since December
31, 2002  primarily  due to  approximately  $3,300,000 of cash used in investing
activities  which was  partially  offset  by  approximately  $1,554,000  of cash
provided by operating  activities and approximately  $1,727,000 of cash provided
by financing activities. Cash used in investing activities consisted of property
improvements  and  replacements  partially  offset by proceeds  from the sale of
LaFontenay  I and II  Apartments  and the receipt of  insurance  proceeds.  Cash
provided by financing activities consisted of advances from affiliates partially
offset by  payments  on  advances  from  affiliates,  principal  payments on the
mortgage  indebtedness  encumbering the Partnership's  properties and loan costs
paid. 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 nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $137,000  of  capital  improvements  at  Big  Walnut  Apartments,
consisting primarily of swimming pool improvements, floor covering and appliance
replacements,  heating  upgrades and building repairs relating to the March 2003
casualty at Big Walnut Apartments. These improvements were funded from operating
cash  flow  and  insurance  proceeds.  The  Partnership  evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $20,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering and air conditioning unit replacements. 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 nine months ended  September  30,  2003,  the  Partnership  completed
approximately   $76,000  of  capital  improvements  at  The  Trails  Apartments,
consisting  primarily of appliance and floor  covering  replacements,  water and
sewer line  improvements and structural  improvements.  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 $21,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering,  appliance and air conditioning unit replacements.  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

This property has been undergoing a major rehabilitation project. All units were
completed and  available for rent at September 30, 2003.  During the nine months
ended September 30, 2003, the Partnership completed approximately  $6,153,000 of
capital improvements at Reflections Apartments, consisting primarily of building
construction,  furniture and fixtures,  and floor covering  replacements.  These
expenditures included capitalized  construction period interest of approximately
$436,000,  tax  and  insurance  expenses  of  approximately  $84,000  and  other
construction period expenses of approximately $132,000.  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  $1,191,000  in capital
improvements  during the remainder of 2003. The additional capital  improvements
will consist primarily of floor covering and roofing  replacements and remaining
costs related to the reconstruction 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 nine months ended  September  30,  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  $10,000  was  capitalized
during the nine months ended  September 30, 2003. The  Partnership  recognized a
loss on the early  extinguishment  of debt of  approximately  $17,000 due to the
write-off  of  unamortized  loan costs  during the three and nine  months  ended
September 30, 2002.

Big Walnut Apartments was initially  refinanced under an interim credit facility
("Interim Credit  Facility") which had a term of six 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 six 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 1.9% at September  30, 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  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness    encumbering   the   Partnership's   investment   properties   of
approximately  $19,964,000,  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 nine months ended September 30, 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 September 30, 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  September  30,  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 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 50.66% of the outstanding  Units, AIMCO and its affiliates are 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  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned 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.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

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

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment  thereto.  The Managing General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.

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.


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 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.

                  Exhibit 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.

                  Exhibit  32.1,  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:

                  None filed during the quarter ended September 30, 2003.




<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.
                                          Managing General Partner


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


                                    By:   /s/Paul J. McAuliffe
                                          Paul J. McAuliffe
                                          Executive Vice President and
                                          Chief Financial Officer

                                    Date: November 13, 2003



<PAGE>




Exhibit 31.1


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

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

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

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

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

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

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

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

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

Date:  November 13, 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>



Exhibit 31.2


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

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

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

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

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

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

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

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

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

Date:  November 13, 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 32.1


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



In connection with the Quarterly  Report on Form 10-QSB of Davidson  Diversified
Real  Estate II,  L.P.  (the  "Partnership"),  for the  quarterly  period  ended
September 30, 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:  November 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2003

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