DAVIDSON GROWTH PLUS LP, 10KSB, 1999-03-26

DAVIDSON GROWTH PLUS LP
10KSB, 1999-03-26
REAL ESTATE

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FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]

For the fiscal year ended December 31, 1998

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]

For the transition period from to

Commission file number 0-15675

DAVIDSON GROWTH PLUS, L.P.
(Name of small business issuer in its charter)

Delaware 52-1462866
(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) (Zip Code)

Issuer's telephone number (864) 239-1000

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Units of Limited Partnership Interest
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $5,318,000

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1998. No market exists for the limited
partnership interests of the Registrant, and therefore, no aggregate value can
be determined.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Davidson Growth Plus, L.P. (the "Registrant" or "Partnership") is a Delaware
limited partnership organized in May 1986. The general partners of the
Registrant were Davidson Diversified Properties, Inc., a Tennessee corporation
("DDPI") and James T. Gunn ("Individual General Partner") (collectively, the
"General Partners").

On August 29, 1996, the Limited Partnership Agreement was amended to remove DDPI
as managing general partner and admit Davidson Growth Plus GP Corporation
("Managing General Partner"), an affiliate, as managing general partner in the
place and stead of DDPI effective as of that date. The Managing General Partner
is a subsidiary of Apartment Investment and Management Company ("AIMCO"). The
Partnership Agreement provides that the Partnership is to terminate on December
31, 2011, unless terminated prior to such date.

The offering of the Registrant's limited partnership units ("Units") commenced
on August 13, 1986, and terminated on March 30, 1988. The Registrant received
gross proceeds from the offering of approximately $28,376,000 and net proceeds
of approximately $25,254,000. Since its initial offering the Registrant has not
received nor are limited partners required to make additional capital
contributions.

The Partnership's primary business is to operate and hold existing real estate
properties for investment. All of the net proceeds of the offering were
invested in four properties, of which three continue to be held by the
Partnership. See "Item 2. Description of Properties," below for a description
of the Partnership's remaining properties.

On December 8, 1995, an affiliate of the Managing General Partner, DGP
Acquisition, L.L.C., ("DGP Acquisition"), distributed an offer to purchase up to
11,349 limited partner units (the "Tender Offer") for a cash price of $240 per
Unit to limited partners of record as of October 1, 1995. The Tender Offer,
which originally expired on January 8, 1996, was extended to January 16, 1996.
Approximately 254 Limited Partners holding 2,048.58 Units (7.22% of total Units)
accepted the Tender Offer and sold their units to DGP Acquisition for an
aggregate sales price of approximately $492,000.

On August 27, 1998, an affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 10,000 of the outstanding
Units at a purchase price of $400 per Unit, net to the seller in cash. In the
fourth quarter of 1998, the Purchaser closed the tender offer and acquired 3,947
Units of limited partnership interest.

The Partnership receives income from its properties and is responsible for
operating expenses, capital improvements and debt service payments under
mortgage obligations secured by the properties. The Partnership financed its
properties primarily through non-recourse debt. Therefore, in the event of
default, the lender can generally look only to the subject property for recovery
of amounts due.

Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.

The business in which the Partnership is engaged is highly competitive. There
are other residential properties within the market area of the registrant's
properties. The number and quality of competitive properties, including those
which may be managed by an affiliate of the Managing General Partner in such
market area, could have a material effect on the rental market for the
apartments at the Registrant's properties and the rents that may be charged for
such apartments. While the Managing General Partner and its affiliates are a
significant factor in the United States in the apartment industry, competition
for the apartments is local. In addition, various limited partnerships have been
formed by the Managing General Partner and/or affiliates to engage in business
which may be competitive with the Registrant.

The Registrant has no employees. Management and administrative services are
provided by the Managing General Partner, and by agents retained by the Managing
General Partner. An affiliate of the Managing General Partner, has been
providing such property management services for the years ended December 31,
1998 and 1997.

There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.

Transfer of Control

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

ITEM 2. DESCRIPTION OF PROPERTIES:

The following table sets forth the Partnership's investment in properties:

Date
Property Acquired Type of Ownership Use

Brighton Crest Apts. Phase I The Registrant holds an Apartment
Marietta, Georgia 09/25/87 82.5% interest in the 320 units
Phase II joint venture which has
12/15/87 fee ownership subject to
first and second mortgages

The Fairway Apts.(1) 05/18/88 Fee ownership subject to Apartment
Plano, Texas first and second mortgages 256 units

The Village Apts. 05/31/88 Fee ownership subject to Apartment
Brandon, Florida first and second mortgages 112 units

(1) Property is held by a Limited Partnership in which the Registrant owns a
99% interest.

SCHEDULE OF PROPERTIES:

Set forth below for each of the Registrant's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.

Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)

Brighton Crest Apts. $13,000 $ 5,721 5-25 yrs S/L $11,704

The Fairway Apts. 6,731 2,385 5-25 yrs S/L 5,517

The Village Apts. 4,327 1,851 5-25 yrs S/L 3,373

$24,058 $ 9,957 $20,594

See "Note A" of the consolidated financial statements included in "Item 7.
Financial Statements" for the Partnership's depreciation policy.

SCHEDULE PROPERTY INDEBTEDNESS:

The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.

Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1998 Rate Amortized Date Maturity (2)
(in thousands) (in thousands)

Brighton Crest Apts.
1st mortgage $ 6,048 7.83% 28.67 yrs 10/15/03 $5,516
2nd mortgage 199 7.83% (1) 10/15/03 199

The Fairway Apts.
1st mortgage 3,730 7.60% 21.42 yrs 11/15/02 3,142
2nd mortgage 135 7.60% (1) 11/15/02 135

The Village Apts.
1st mortgage 1,860 7.83% 28.67 yrs 10/15/03 1,697
2nd mortgage 61 7.83% (1) 10/15/03 61

Total 12,033

Less unamortized
discounts (235)

Total $11,798

</TABLE>

(1) Interest only payments

(2) See "Item 7. Financial Statements - Note C" for information with respect to
the registrant's ability to prepay the loans and other specific details
about the loans.

RENTAL RATES AND OCCUPANCY:

Average annual rental rate and occupancy for 1998 and 1997 for each property:

Average Annual Average
Rental Rates Occupancy
Property 1998 1997 1998 1997

Brighton Crest Apts. $8,384/unit $8,207/unit 96% 93%
The Fairway Apts. 7,572/unit 7,082/unit 92% 91%
The Village Apts. 8,758/unit 8,227/unit 99% 98%

The increase in occupancy at the Brighton Crest Apartments is primarily
attributable to increased marketing and advertising efforts along with
concessions currently being offered to attract tenants.

As noted under "Item 1. Description of Business," the Partnership's properties
are subject to competition from similar properties in the vicinity in which the
Partnership's properties are located. It is the Managing General Partner's
opinion that the properties are adequately covered by insurance. Each property
is an apartment complex which leases its units for lease terms of one year or
less. No resident leases 10% or more of the available rental space. All of the
properties are in good physical condition, subject to normal depreciation and
deterioration as is typical for assets of this type and age.

REAL ESTATE TAXES AND RATES:

Real estate taxes and rates in 1998 for each property were:

1998 1998
Taxes Rate
(in thousands)

Brighton Crest Apts. $183 3.17%
The Fairway Apts. 188 2.36%
The Village Apts. 86 2.43%

CAPITAL IMPROVEMENTS:

Brighton Crest Apartments

During 1998, the Partnership completed approximately $155,000 of capital
improvements at the property, consisting primarily of carpet replacement,
parking lot repairs and appliances. These improvements were funded from the
Partnership's reserves and operating cash flow. Based on a report received from
an independent third party consultant analyzing necessary exterior improvements
and estimates made by the Managing General Partner on interior improvements, it
is estimated that the property requires approximately $169,000 of capital
improvements over the near term. Capital improvements budgeted for 1999 consist
of major carpet replacement and landscaping. These improvements are budgeted
for, but not limited to, approximately $204,000.

Fairway Apartments

During 1998, the Partnership completed approximately $100,000 of capital
improvements at the property, consisting primarily of parking lot repairs,
carpet replacement and irrigation. These improvements were funded from the
Partnership's reserves and operating cash flow. Based on a report received from
an independent third party consultant analyzing necessary exterior improvements
and estimates made by the Managing General Partner on interior improvements, it
is estimated that the property requires approximately $264,000 of capital
improvements over the near term. Capital improvements planned for 1999 consist
of major carpet replacement, major landscaping, parking lot repairs, pool
repairs, roof replacement and structural repairs. These improvements are
budgeted for, but not limited to, approximately $328,000.

The Village Apartments

During 1998, the Partnership completed approximately $47,000 of capital
improvements at the property, consisting primarily of carpet replacement and
roof replacement. These improvements were funded from the Partnership's
reserves and operating cash flow. Based on a report received from an independent
third party consultant analyzing necessary exterior improvements and estimates
made by the Managing General Partner on interior improvements, it is estimated
that the property requires approximately $368,000 of capital improvements over
the near term. Capital improvements planned for 1999 consist of plumbing
upgrades, major landscaping, pool repairs and roof replacement. These
improvements are budgeted for, but not limited to, approximately $370,000.

The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations and Partnership
reserves.

ITEM 3. LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which were heard during February, 1999.
No ruling on such demurrers has been received. The Managing General Partner
does not anticipate that costs associated with this case, if any, to be material
to the Partnership's overall operations.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs. The
expense will not have a material effect on the Partnership's net income.

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.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The unit holders of the Partnership did not vote on any matters during the
quarter ended December 31, 1998.

PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

The Partnership, a publicly-held limited partnership, offered and sold 28,371.75
Limited Partnership Units aggregating $28,376,000. As of December 31, 1998,
there were 2,740 holders of record owning an aggregate of 28,371.75 Units.
Affiliates of the Managing General Partner owned 7,118.83 Units or 25.091% at
December 31, 1998. No public trading market has developed for the units, and
it is not anticipated that such a market will develop in the future.

The Partnership distributed from operations approximately $795,000 ($27.17 per
limited partnership unit) for the year ended December 31, 1998. Distributions
for the year ended December 31, 1997 were approximately $718,000 ($24.57 per
limited partnership unit) from operations. Future cash distributions will
depend on the levels of net cash generated from operations, refinancings,
property sales and the availability of cash reserves. The Partnership's
distribution policy will be reviewed on a quarterly basis. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations after required capital expenditures to permit any additional
distributions to its partners in 1999 or subsequent periods.

Pursuant to the terms of the Partnership Agreement, there are restrictions on
the ability of the Limited Partners to transfer their Units. In all cases, the
General Partners must consent to any transfer.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.

Results of Operations

The Partnership realized net income of approximately $669,000 for the year ended
December 31, 1998, compared to net income of approximately $155,000 for the year
ended December 31, 1997. The increase in net income is primarily attributable
to an increase in total revenues and a decrease in total expenses. Total
revenues increased as a result of increases in rental income and other income.
Rental revenues increased primarily due to an increase in average annual rental
rates and an increase in occupancy at all the Partnership's properties. Other
income increased primarily due to an increase in tenant charges at all the
Partnership's properties. The decrease in total expenses is primarily
attributable to a decrease in operating expenses resulting from the completion
during 1997 of improvement projects at The Fairway Apartments and at Brighton
Crest Apartments. These expenses primarily consisted of exterior building
repairs that included wood replacement, painting, and gutter repairs. Partially
offsetting the decrease in operating expenses was an increase in general and
administrative expenses. The increase primarily consisted of an increase in
legal expenses resulting from a lawsuit filed by a former employee of an
affiliate of the Managing General Partner. The lawsuit was resolved and the
Partnership's indemnification obligations to the affiliates of the Managing
General Partner were fulfilled during the first quarter of 1998. Included in
general and administrative expenses at both December 31, 1998 and 1997, are
reimbursements to the Managing General Partner allowed under the Partnership
Agreement associated with its management of the Partnership. Costs associated
with the quarterly and annual communications with investors and regulatory
agencies and the annual audit required by the Partnership Agreement are also
included.

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

Liquidity and Capital Resources

The Partnership held cash and cash equivalents of approximately $1,186,000 at
December 31, 1998, compared to approximately $1,080,000 at December 31, 1997.
The increase in cash and cash equivalents is due to $1,585,000 of cash provided
by operations, which was offset by $316,000 of cash used in investing activities
and $1,163,000 of cash used in financing activities. Cash used in investing
activities consists of capital improvements and net deposits to escrow accounts
maintained by the mortgage lenders. Cash used in financing activities consisted
of payments of principal made on the mortgages encumbering the Partnership's
properties as well as distributions to the partners and to the minority interest
partner of Brighton Crest. The Registrant invests its working capital reserves
in money market accounts.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the various properties to adequately maintain the
physical assets and other operating needs of the Partnership and to comply with
Federal, state, and local legal and regulatory requirements. The Partnership
had budgeted approximately $902,000 in capital improvements for all of the
Partnership's properties in 1999. Budgeted capital improvements at Brighton
Crest include major carpet replacement and major landscaping. Budgeted capital
improvements at The Fairway Apartments include major carpet replacement, major
landscaping, parking lot repairs, pool repairs, roof replacement, and structural
repairs. Budgeted capital improvements at the Village Apartments include
plumbing upgrades, major landscaping, pool repairs and roof replacement. The
capital expenditures will be incurred only if cash is available from operations
or from partnership reserves. To the extent that such budgeted capital
improvements are required, the Partnership's distributable cash flow, if any,
may be adversely affected.

The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $11,798,000, net of discount, is amortized over
periods ranging from approximately 21 to 29 years with balloon payments due in
2002 and 2003. The Managing General Partner will attempt to refinance such
indebtedness or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

Cash distributions from operations of approximately $795,000 and $718,000 were
paid to the partners during the year ended December 1998 and 1997, respectively.
Future cash distributions will depend on the levels of net cash generated from
operations, refinancings, property sales and the availability of cash reserves.
The Partnership's distribution policy will be reviewed on a quarterly basis.
There can be no assurance, however, that the Partnership will generate
sufficient funds from operations after required capital improvements to permit
distributions to its partners in 1999 or subsequent periods.

Year 2000 Compliance

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.

The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.

Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase

Computer Hardware:

During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.

The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.

Computer software:

The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.

During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.

The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.

Operating Equipment:

The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).

The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.

Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.

The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.

The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.

Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000

The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.

The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.

The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.

Risks Associated with the Year 2000

The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.

In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.

Contingency Plans Associated with the Year 2000

The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.

ITEM 7. FINANCIAL STATEMENTS

DAVIDSON GROWTH PLUS, L.P.

LIST OF CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report

Consolidated Balance Sheet - December 31, 1998

Consolidated Statements of Operations - Years ended December 31, 1998 and 1997

Consolidated Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1998 and 1997

Consolidated Statements of Cash Flows - Years ended December 31, 1998 and 1997

Notes to Consolidated Financial Statements

Report of Ernst & Young LLP, Independent Auditors

The Partners
Davidson Growth Plus, L.P.

We have audited the accompanying consolidated balance sheet of Davidson Growth
Plus, L.P. as of December 31, 1998, and the related consolidated statements of
operations, changes in partners' capital (deficit) and cash flows for each of
the two years in the period ended December 31, 1998. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Davidson Growth
Plus, L.P. at December 31, 1998, and the consolidated results of its operations
and its cash flows for each of the two years in the period ended December 31,
1998, in conformity with generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

Greenville, South Carolina
March 3, 1999

DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)

December 31, 1998

Assets
Cash and cash equivalents $ 1,186
Receivables and deposits 389
Restricted escrows 483
Other assets 263
Investment properties (Notes C and F):
Land $ 4,650
Buildings and related personal property 19,408
24,058
Less accumulated depreciation (9,957) 14,101

$16,422

Liabilities and Partners' Capital (Deficit)

Liabilities:
Accounts payable $ 30
Tenant security deposit liabilities 139
Accrued property taxes 194
Other liabilities 297
Mortgage notes payable (Note C) 11,798

Minority Interest 212

Partners' Capital (Deficit):
General partners' $ (706)
Limited partners' (28,371.75 units
issued and outstanding) 4,458 3,752

$16,422

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended December 31,
1998 1997
Revenues:
Rental income $ 5,025 $ 4,841
Other income 293 245
Total revenues 5,318 5,086

Expenses:
Operating 2,023 2,378
General and administrative 248 210
Depreciation 797 783
Interest 1,047 1,064
Property taxes 462 452
Total expenses 4,577 4,887

Income before minority interest in
net income of joint venture 741 199

Minority interest in net income of joint venture (72) (44)

Net income $ 669 $ 155

Net income allocated to general partners (3%) $ 20 $ 5
Net income allocated to limited partners (97%) 649 150

$ 669 $ 155

Net income per limited partnership unit $ 22.87 $ 5.29

Distributions per limited partnership unit $ 27.17 $ 24.57

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(in thousands, except unit data)

Limited
Partnership General Limited
Units Partners Partners Total

Original capital contributions 28,371.75 $ 1 $28,376 $28,377

Partners' (deficit) capital at
December 31, 1996 28,371.75 $ (686) $ 5,127 $ 4,441

Distributions to partners -- (21) (697) (718)

Net income for the year ended
December 31, 1997 -- 5 150 155

Partners' (deficit) capital at
December 31, 1997 28,371.75 (702) 4,580 3,878

Distributions to partners -- (24) (771) (795)

Net income for the year ended
December 31, 1998 -- 20 649 669

Partners' (deficit) capital at
December 31, 1998 28,371.75 $ (706) $ 4,458 $ 3,752

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except unit data)

Years Ended December 31,
1998 1997
Cash flows from operating activities:
Net income $ 669 $ 155
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 797 783
Amortization of discounts and loan costs 104 103
Minority interest in net income of joint
venture 72 44
Change in accounts:
Receivables and deposits 15 (50)
Other assets 21 (27)
Accounts payable (142) 139
Tenant security deposit liabilities 18 13
Accrued property taxes 9 22
Other liabilities 22 6

Net cash provided by operating activities 1,585 1,188

Cash flows from investing activities:
Property improvements and replacements (302) (187)
Net deposits to restricted escrows (14) (20)

Net cash used in investing activities (316) (207)

Cash flows from financing activities:
Payments on mortgage notes payable (237) (220)
Distributions to partners (795) (718)
Distributions to minority interest (131) (71)

Net cash used in financing activities (1,163) (1,009)

Net increase (decrease) in cash and cash equivalents 106 (28)

Cash and cash equivalents at beginning of year 1,080 1,108

Cash and cash equivalents at end of year $ 1,186 $ 1,080

Supplemental disclosure of cash flow information:
Cash paid for interest $ 943 $ 961

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON GROWTH PLUS, L.P.

Notes To Consolidated Financial Statements

December 31, 1998

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Davidson Growth Plus, L.P. (the "Partnership") is a Delaware limited partnership
organized in May 1986 to acquire and operate residential real estate properties.
Davidson Growth Plus GP Corporation ("DGPGP") is the managing general partner
("Managing General Partner"). The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2011, unless terminated prior to
such date. The Partnership commenced operations on August 13, 1986, and
completed its acquisition of apartment properties in May 1988. The Partnership
operates three residential properties located in Marietta, Georgia; Plano,
Texas; and Brandon, Florida.

PRINCIPLES OF CONSOLIDATION

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

ALLOCATIONS TO PARTNERS

Net income (including that arising from the occurrence of sales or dispositions)
and losses of the Partnership and taxable income (loss) are allocated 97% to the
limited partners and 3% to the general partners. Distributions of available cash
from operations are allocated among the limited partners and the general
partners in accordance with the limited partnership agreement. For the year
ended December 31, 1998, the Partnership paid cash distributions from operations
of approximately $795,000. For the year ended December 31, 1997, the
Partnership paid cash distributions from operations of approximately $718,000.

DEPRECIATION

Depreciation is provided by the straight-line method over the estimated lives of
the rental properties and related personal property. For Federal income tax
purposes, the accelerated cost recovery method is used (1) for real property
over 18 years for additions after March 15, 1984, and before May 9, 1985, and 19
years for additions after May 8, 1985, and before January 1, 1987, and (2) for
personal property over 5 years for additions prior to January 1, 1987. As a
result of the Tax Reform Act of 1986, for additions after December 31, 1986, the
modified accelerated cost recovery method is used for depreciation of (1) real
property additions over 27 1/2 years, and (2) personal property additions over 7
years.

INVESTMENT PROPERTIES

Investment properties consist of three apartment complexes and are stated at
cost. Acquisition fees are capitalized as a cost of real estate. In accordance
with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of", the Partnership records impairment losses on long-lived assets used in
operations when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets. For the years ended
December 31, 1998 and 1997 no adjustments for impairment of value were
necessary.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and in banks, money market funds,
and certificates of deposit with original maturities of less than 90 days. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.

TENANT SECURITY DEPOSITS

The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. Deposits are
refunded when the tenant vacates, provided the tenant has not damaged its space
and is current on its rental payments.

RESTRICTED ESCROWS

RESERVE ACCOUNT - General reserve accounts were established with a portion of
the proceeds from the 1993 financing of Brighton Crest Apartments and The
Village Apartments. These funds were established to cover necessary repairs and
replacements of existing improvements, debt service, out-of-pocket expenses
incurred for ordinary and necessary administrative tasks, and payments of real
property taxes and insurance premiums. The Partnership was required to deposit
net operating income (as defined in the mortgage notes) from the properties to
the respective reserve accounts until the reserve accounts equaled $400 per
apartment unit or $128,000 for Brighton Crest Apartments, and $44,800 for The
Village Apartments. At December 31, 1998, the balances in the reserves for
Brighton Crest Apartments and The Village Apartments were approximately $153,000
and $45,000, respectively.

A general reserve account was established with the refinancing proceeds for The
Fairway Apartments in 1992. The balance in the reserve at December 31, 1998,
was approximately $285,000. These funds were established to cover necessary
repairs and replacements of existing improvements, debt service, out-of-pocket
expenses incurred for ordinary and necessary administrative tasks, and payment
of real property taxes and insurance premiums. Upon use of the funds in this
reserve the Partnership is required to deposit net operating income (as defined
in the mortgage note) from the refinanced property to the respective reserve
account until the reserve accounts equal $1,000 per apartment unit or $256,000
in total.

ADVERTISING

The Partnership expenses the costs of advertising as incurred. Advertising
expense, included in operating expenses, was approximately $99,000 and $86,000
for the years ended December 31, 1998 and 1997, respectively.

FAIR VALUE

SFAS No. 107, "Disclosure about Fair Value of Financial Instruments," as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments" requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes that the carrying amount of its
financial instruments (except for long-term debt) approximates their fair value
due to the short term maturity of these instruments. The fair value of the
Partnership's long term debt, after discounting the scheduled loan payments to
maturity, approximates its carrying balance.

LEASES

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases. In addition, it is
the Partnership's policy to offer rental concessions during periods of declining
occupancy or in response to heavy competition from other similar complexes in
the area. Concessions are charged against rental income as incurred.

LOAN COSTS

Loan costs of approximately $552,000, less accumulated amortization of
approximately $304,000, are included in other assets and are being amortized
over the life of the loans using the straight-line method. The related
amortization expense is included in interest expense.

RECLASSIFICATIONS

Certain reclassifications have been made to the 1997 balances to conform to the
1998 presentation.

SEGMENT REPORTING

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Standards No. 131, Disclosure about Segments of an Enterprise and
Related Information ("Statement 131"), which is effective for years beginning
after December 15, 1997. Statement 131 established standards for the way that
public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. (See "Note
G" for disclosure).

NOTE B - TRANSFER OF CONTROL

NOTE C - MORTGAGE NOTES PAYABLE

The principle terms of mortgage notes payable are as follows:

Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)

Brighton Crest Apts.
1st mortgage $ 6,048 $ 47 7.83% 10/15/03 $ 5,516
2nd mortgage 199 1(1) 7.83% 10/15/03 199

The Fairway Apts.
1st mortgage 3,730 34 7.60% 11/15/02 3,142
2nd mortgage 135 1(1) 7.60% 11/15/02 135

The Village Apts.
1st mortgage 1,860 14 7.83% 10/15/03 1,697
2nd mortgage 61 --(1)(2) 7.83% 10/15/03 61

12,033 $ 97 $10,750

Less unamortized
discounts (235)

Totals $11,798

</TABLE>

(1) Interest only payments
(2) Monthly payment including interest is less than $1,000.

The discount is reflected as a reduction of the mortgage notes payable and
increases the effective rate of the debt to 8.13% for Brighton Crest Apartments
and The Village Apartments and 8.76% for The Fairway Apartments.

The mortgage notes payable are nonrecourse and are secured by pledge of certain
of the Partnership's rental properties including the respective property's
revenues. Certain of the notes require prepayment penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.

Scheduled principal payments of mortgage notes payable subsequent to December
31, 1998, are as follows (in thousands):

Years Ending December 31,
1999 $ 257
2000 277
2001 299
2002 3,586
2003 7,614
$12,033

NOTE D - INCOME TAXES

The Partnership has received a ruling from the Internal Revenue Service that it
is classified as a partnership for Federal income tax purposes. Accordingly, no
provision for income taxes is made in the consolidated financial statements of
the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The following is a reconciliation of reported net income and Federal taxable
income:
(dollar amounts in thousands, except unit data)

1998 1997
Net income as reported $ 669 $ 155
Add (deduct):
Depreciation differences (76) (104)
Unearned income 68 41
Minority interest 72 44
Miscellaneous 42 8

Federal taxable income $ 775 $ 144

Federal taxable income per
limited partnership unit $ 26.50 $ 4.92

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):

Net assets as reported $ 3,752
Land and buildings 5,660
Accumulated depreciation 833
Syndication and distribution costs 3,766
Other (530)
Net assets - Federal tax basis $13,481

NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. Affiliates of the Managing General Partner provide
property management and asset management services to the Partnership. The
Partnership Agreement provides for payments to affiliates for services and as
reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.

The following amounts were paid or accrued to the Managing General partner
and/or its affiliates in 1998 and 1997:

1998 1997
(in thousands)
Property management fees (included in
operating expenses) $274 $258
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses and investment
properties) (1) 131 149

(1) Included in reimbursements for services of affiliates is approximately
$20,000 and $18,000 for construction oversight reimbursements in 1998 and
1997, respectively.

During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from all of the
Partnership's properties as compensation for providing property management
services. The Partnership paid to such affiliates $274,000 and $258,000 for
management fees for the years ended December 31, 1998 and 1997 respectively.

An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $131,000 and
$149,000 for the years ended December 31, 1998 and 1997, respectively.

For the period from January 1, 1997, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner, but with an insurer unaffiliated with the Managing
General Partner. An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.

The Partnership Agreement provides for the Managing General Partner to receive a
fee for managing the affairs of the Partnership. The fee is 2% of adjusted cash
from operations, as defined in the Partnership Agreement. Payment of this
management fee is subordinated and is payable only after the Partnership has
distributed, to the limited partners, adjusted cash from operations in any year
equal to 10% of the limited partners' adjusted invested capital as defined in
the Partnership Agreement. Unpaid subordinated Partnership management fees at
December 31, 1998, are approximately $105,000. Included in the $105,000
subordinated management fee payable at December 31, 1998, were Partnership
management fees of approximately $19,000 for 1998 and $19,000 for 1997.

On August 27, 1998, an affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
partnership. The Purchaser offered to purchase up to 10,000 of the outstanding
units of the limited partnership interest ("Units") in the Partnership at a
purchase price of $400 per Unit, net to the seller in cash. In the fourth
quarter, the Purchaser closed the tender offer and acquired 3,947 Units of
limited partnership interest. AIMCO currently owns through its affiliates, a
total of 7,118.83 limited partnership units or 25.091%. Consequently, AIMCO
could be in a position to significantly influence all voting decisions with
respect to the Registrant. Under the Partnership Agreement, unit holders
holding a majority of the Units are entitled to take action with respect to
a variety of matters. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the
Managing General Partner because of their affiliation with the Managing
General Partner.

On August 29, 1996, the Limited Partnership Agreement was amended to remove
Davidson Diversified Properties, Inc. ("DDPI") as managing general partner and
admit Davidson Growth Plus GP Corporation ("DGPGP"), an affiliate, as managing
general partner in the place and stead of DDPI effective as of that date.

On September 26, 1997, an affiliate of the Managing General Partner purchased
Lehman Brothers' Class "D" subordinated bonds of SASCO, 1992-MI. These bonds
are secured by 55 multi-family apartment mortgage loan pairs held in Trust,
including the Fairway Apartments owned by the Partnership.

NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION

Initial Cost
To Partnership
(in thousands)

Costs
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands) (in thousands)

Investment Properties

Brighton Crest Apts. $ 6,247 $ 2,619 $13,122 $ (2,741)

The Fairway Apts. 3,865 2,560 3,883 288

The Village Apts. 1,921 615 3,799 (87)

Totals $12,033 $ 5,794 $20,804 $ (2,540)

Gross Amount At Which Carried
At December 31, 1998
(in thousands)

Buildings
and Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
(in thousands)

Brighton Crest $ 1,911 $11,089 $13,000 $ 5,721 1987 09/87 25
Apts.

The Fairway Apts. 2,213 4,518 6,731 2,385 1979 05/88 25

The Village Apts. 526 3,801 4,327 1,851 1986 05/88 25

Totals $ 4,650 $19,408 $24,058 $ 9,957

</TABLE>

The depreciable lives included above are for the buildings. The depreciable
lives for related personal property are 5 to 15 years.

Reconciliation of "Investment Properties and Accumulated Depreciation":

Years Ended December 31,
1998 1997
(in thousands)

Investment Properties
Balance at beginning of year $23,756 $23,569
Property improvements 302 187

Balance at End of Year $24,058 $23,756

Accumulated Depreciation
Balance at beginning of year $ 9,160 $ 8,377
Additions charged to expense 797 783

Balance at end of year $ 9,957 $ 9,160

The aggregate cost of investment properties for Federal income tax purposes at
December 31, 1998 and 1997, is approximately $29,718,000 and $29,416,000. Total
accumulated depreciation for Federal income tax purposes at December 31, 1998
and 1997, is approximately $9,124,000 and $8,251,000, respectively.

NOTE G - SEGMENT INFORMATION

DESCRIPTION OF THE TYPES OF PRODUCTS AND SERVICES FROM WHICH THE REPORTABLE
SEGMENT DERIVES ITS REVENUES

As defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information", the Partnership has one reportable segment: residential
properties. The Partnership's residential property segment consists of three
apartment complexes in three states in the United States. The Partnership rents
apartment units to people for terms that are typically less than twelve months.

MEASUREMENT OF SEGMENT PROFIT OR LOSS

The Partnership evaluates performance based on net income. The accounting
policies, of the reportable segment, are the same as those described in the
summary of significant accounting policies.

FACTORS MANAGEMENT USED TO IDENTIFY THE ENTERPRISE'S REPORTABLE SEGMENT

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

Segment information for the years 1998 and 1997 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related
items and income and expense not allocated to the reportable segment.

1998
Residential Other Totals
Rental income $ 5,025 $ -- $ 5,025
Other income 247 46 293
Interest expense 1,047 -- 1,047
Depreciation 797 -- 797
General and administrative expense -- 248 248
Minority interest in income of
joint venture -- (72) (72)
Segment profit (loss) 943 (274) 669
Total assets 15,880 542 16,422
Capital expenditures for investment
properties 302 -- 302

1997
Residential Other Totals
Rental income $ 4,841 $ -- $ 4,841
Other income 201 44 245
Interest expense 1,064 -- 1,064
Depreciation 783 -- 783
General and administrative expense -- 210 210
Minority interest in income of
joint venture -- (44) (44)
Segment profit (loss) 365 (210) 155
Total assets 16,215 674 16,889
Capital expenditures for investment
properties 187 -- 187

NOTE H - LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which were heard during February 1999.
No ruling on such demurrers has been received. The Managing General Partners
does not anticipate that costs associated with this case, if any, to 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.

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There were no disagreements with Ernst & Young, LLP regarding the 1998 or 1997
audits of the Partnership's financial statements.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Davidson Growth Plus, LP (the "Registrant" or the "Partnership") does not have
any directors or officers. Davidson Growth Plus GP Corporation ("DGPGP" or the
"Managing General Partner"), is responsible for the management and control of
substantially all of the Partnership's operations and has general responsibility
and ultimate authority in all matters affecting the Partnership's business. The
Individual General Partner, in his capacity as such, did not devote any material
amount of business time or attention to the Partnership's affairs.

The present executive officers and directors of the Managing General Partner are
listed below.

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President - Accounting and Director

Patrick J. Foye has been Executive Vice President and Director of the Managing
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President - Accounting and Director of the Managing General Partner since
October 1, 1998. Prior to that date, Mr. Garrick served as Vice President-
Accounting Services of Insignia Financial Group since June of 1997. From 1992
until June of 1997, Mr. Garrick served as Vice President of Partnership
Accounting and from 1990 to 1992 as an Asset Manager for Insignia Financial
Group. From 1984 to 1990, Mr. Garrick served in various capacities with U.S.
Shelter Corporation. From 1979 to 1984, Mr. Garrick worked on the audit staff
of Ernst & Whinney. Mr. Garrick received his B.S. Degree from the University of
South Carolina and is a Certified Public Accountant.

ITEM 10. EXECUTIVE COMPENSATION

The Registrant was not required to and did not pay any remuneration to the
officers and/or director of the Managing General Partner during 1998 or 1997.
See "Item 12." for a discussion of compensation and reimbursements paid to the
Managing General Partner and certain affiliates.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as noted below, no security holder was known by the Registrant to be the
beneficial owner of more than 5% of the Units of the Registrant as of December
31, 1998.
Number
Entity of Units Percentage

Insignia Properties, LP 2,482.83 8.751%
Cooper River Properties, LLC 3,947.00 13.912%
AIMCO Properties, LP 689.00 2.428%

Cooper River Properties LLC and Insignia Properties LP are indirectly ultimately
owned by AIMCO. Their business address is 55 Beattie Place, Greenville, SC
29602. AIMCO Properties, LP is also owned by AIMCO. Its business address is
1873 South Bellaire Street, 17th Floor, Denver, CO 80222.

As of December 31, 1998, no director or officer of the Managing General Partner
owns, nor do the directors or officers as a whole own more than 1% of the
Registrant's Units. No such director or officer had any right to acquire
beneficial ownership of additional Units of the Registrant.

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the Managing General Partner. AIMCO and its
affiliates currently own 25.091% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for additional limited partnership interests in the Partnership.
There is a substantial likelihood that, within a short period of time, AIMCO OP
will offer to acquire limited partnership interests in the Partnership for cash
or preferred units or common units of limited partnerships interests in AIMCO
OP. While such an exchange offer is possible, no definite plans exist as to when
or whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The general partners received cash distributions of approximately $24,000 and
$21,000 from operations during the years ended December 31, 1998 and 1997,
respectively. For a description of the share of cash distributions from
operation, if any, to which the general partners are entitled, see "Note A" of
the consolidated financial statements included in "Item 7. Financial
Statements".

The following amounts were paid or accrued to the Managing General partner
and/or its affiliates in 1998 and 1997:

1998 1997
(in thousands)

Property management fees $274 $258

Reimbursement for services of affiliates (1) 131 149

(1) Included in reimbursements for services of affiliates is approximately
$20,000 and $18,000 for construction oversight reimbursements in 1998 and
1997, respectively.

The Partnership Agreement provides for the Managing General Partner to receive a
fee for managing the affairs of the Partnership. The fee is 2% of adjusted cash
from operations, as defined in the Partnership Agreement. Payment of this
management fee is subordinated and is payable only after the Partnership has
distributed, to the limited partners, adjusted cash from operations in any year
equal to 10% of the limited partners adjusted invested capital as defined in the
Partnership Agreement. Unpaid subordinated partnership management fees at
December 31, 1998, are approximately $105,000. Included in the $105,000
subordinated management fee payable at December 31, 1998, were Partnership
management fees of approximately $19,000 for 1998 and $19,000 for 1997.

On August 27, 1998, an affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 10,000 of the outstanding
units of the limited partnership interest ("Units") in the Partnership at a
purchase price of $400 per Unit, net to the seller in cash. In the fourth
quarter, the Purchaser closed the tender offer and acquired 3,947 Units of
limited partnership interest. AIMCO currently owns through its affiliates, a
total of 7,118.83 limited partnership units or 25.091%. Consequently, AIMCO
could be in a position to significantly influence all voting decisions with
respect to the Registrant. Under the Partnership Agreement, unit holders
holding a majority of the Units are entitled to take action with respect to
a variety of matters. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner favorable to the interest of the
Managing General Partner because of their affiliation with the Managing General
Partner.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)Exhibits:

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

(b)Reports on Form 8-K filed during the fourth quarter of 1998:

Current Report on Form 8-K dated October 1, 1998 and filed October 16, 1998
disclosing change in control of the Partnership from Insignia Financial
Group, Inc. to AIMCO.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

DAVIDSON GROWTH PLUS, L.P.

By: Davidson Growth Plus G.P. Corporation
as Managing General Partner

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

By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting

Date: March 26, 1999

In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the Registrant and in the capacities and on
the date indicated.

/s/ Patrick J. Foye Executive Vice President and Date: March 26, 1999
Patrick J. Foye Director

/s/ Timothy R. Garrick Vice President - Accounting Date: March 26, 1999
Timothy R. Garrick and Director

EXHIBIT INDEX

Exhibit

2 Agreement and Plan of Merger dated October 1, 1998, by and between
AIMCO and IPT is incorporated by reference to Exhibit 2.1 filed
with the Registrant's Current Report on Form 8-K dated October 16,
1998.

3 Agreement of Limited Partnership is incorporated by reference to
Exhibit A to the Prospectus of the Registrant dated April 13, 1986
as filed with the Commission pursuant to Rule 424(b) under the
Act.

3A Amendments to Partnership Agreement dated August 20, 1986 and
January 1, 1987 are incorporated by reference to Exhibit 3A to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987.

4 Certificate of Limited Partnership dated May 20, 1986 is
incorporated by reference to Exhibit 4 to the Registrant's
Registration Statement on Form S-11 dated June 23, 1986.

10A Escrow Agreement dated August 13, 1986 by and among the
Registrant, Freeman Diversified Properties, Inc., Freeman
Investments, Inc. and First American Trust Company, N.A. is
incorporated by reference to Exhibit 10A to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1987.

10B Underwriting Agreement dated August 13, 1986 between the
Registrant and Freeman Investments, Inc. is incorporated by
reference to Exhibit 10B to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1987.

10C Property Management Agreement dated August 13, 1986 between the
Registrant and Harvey Freeman & Sons, Inc. is incorporated by
reference to Exhibit 10B to the Registrant's Registration
Statement on Form S-11 dated June 23, 1986.

10D Agreement Among Agents dated August 13, 1986 by and among Harvey
Freeman & Sons, Inc., Harvey Freeman & Sons, Inc. of Alabama,
Harvey Freeman & Sons, Inc. of Arkansas, Harvey Freeman & Sons,
Inc. of Florida, Harvey Freeman & Sons, Inc. of Georgia, Harvey
Freeman & Sons, Inc. of Indiana, Harvey Freeman & Sons, Inc. of
Kentucky, Harvey Freeman & Sons, Inc. of Mississippi, Harvey
Freeman & Sons of Missouri, Inc., Harvey Freeman & Sons, Inc. of
North Carolina, Harvey Freeman and Sons, Inc. of Ohio, Harvey
Freeman & Sons, Inc. of South Carolina and Harvey Freeman & Sons,
Inc. of Texas, is incorporated by reference to Exhibit 10C to the
Registrant's Registration Statement on Form S-11 dated June 23,
1986.

10E Acquisition and Disposition Services Agreement dated August 13,
1986 between the Registrant and Criswell Freeman Company is
incorporated by reference to Exhibit 10D to the Registrant's
Registration Statement on Form S-11 dated June 23, 1986.

10F Contract for Purchase of Real Estate for The Terrace at Windy Hill
dated August 10, 1987 between The Terrace Shopping Center Joint
Venture and Tennessee Trust Company is incorporated by reference
to Exhibit 10(a) to the Registrant's Current Report on Form 8-K
dated August 31, 1987.

10G Assignment of Contract for Purchase of Real Estate for The Terrace
at Windy Hill dated August 31, 1987 between Tennessee Trust
Company and the Registrant, is incorporated by reference to
Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated
August 31, 1987.

10H Real Estate Note dated October 9, 1986 executed by The Terrace
Shopping Center Joint Venture payable to Confederation Life
Insurance Company relating to The Terrace at Windy Hill, is
incorporated by reference to Exhibit 10(c) to the Registrant's
Current Report on Form 8-K dated August 31, 1987.

10I Deed to Secure Debt and Security Agreement dated October 9, 1986
executed by The Terrace Shopping Center Joint Venture payable to
Confederation Life Insurance Company relating to The Terrace at
Windy Hill, is incorporated by reference to Exhibit 10(d) to the
Registrant's Current Report on Form 8-K dated August 31, 1987.

10J First Modification of Real Estate Note and Deed to Secure Debt and
Security Agreement filed April 15, 1987 executed by The Terrace
Shopping Center Joint Venture payable to Confederation Life
Insurance Company relating to The Terrace at Windy Hill, is
incorporated by reference to Exhibit 10(e) to the Registrant's
Current Report on Form 8-K dated August 31, 1987.

10K Contract for Purchase of Real Estate for Phase II of Sterling
Crest Apartments dated March 10, 1987 between Sterling Crest
Development Partners, Ltd. and Tennessee Trust Company, is
incorporated by reference to Exhibit 10(a) to the Registrant's
Report on Form 8 dated December 29, 1987.

10L Tri-Party Agreement dated May 22, 1987 among North Carolina
Federal Savings & Loan Association, Sterling Crest Development
Partners, Ltd. and Tennessee Trust Company relating to Sterling
Crest Apartments, is incorporated by reference to Exhibit 10(b) to
the Registrant's Report on Form 8 dated December 29, 1987.

10M Sterling Crest Joint Venture Agreement dated June 29, 1987 between
Freeman Income Real Estate, L.P. and Freeman Georgia Ventures,
Inc. is incorporated by reference to Exhibit 10(c) to the
Registrant's Report on Form 8 dated December 29, 1987.

10N Assignment of Contract for Purchase of Real Estate and Tri-Party
Agreement dated November 4, 1987 between Tennessee Trust Company
and Sterling Crest Joint Venture relating to Sterling Crest
Apartments, is incorporated by reference to Exhibit 10(d) to the
Registrant's Report on Form 8 dated December 29, 1987.

10O Amended and Restated Sterling Crest Joint Venture Agreement dated
June 29, 1987 among Freeman Income Real Estate, L.P., Freeman
Georgia Ventures, Inc. and the Registrant, is incorporated by
reference to Exhibit 10(e) to the Registrant's Report on Form 8
dated December 29, 1987.

10P Assignment and Indemnity Agreement dated September 25, 1987 among
Freeman Georgia Ventures, Inc., the Registrant and Freeman Income
Real Estate, L.P. relating to Sterling Crest Apartments, is
incorporated by reference to Exhibit 10(a) to the Registrant's
Current Report on Form 8-K dated September 25, 1987.

10Q Warranty Deed dated June 30, 1987 between Sterling Crest
Development Partners, Ltd., and Sterling Crest Joint Venture is
incorporated by reference to Exhibit 10(b) to the Registrant's
Current Report on Form 8-K dated September 25, 1987.

10R Sub-Management Agreement dated June 30, 1987 between Harvey
Freeman & Sons, Inc. and Sterling Property Management Company is
incorporated by reference to Exhibit 10(c) to the Registrant's
Current Report on Form 8-K dated September 25, 1987.

10S Property Management Agreement dated June 30, 1987 between Sterling
Crest Joint Venture and Harvey Freeman & Sons, Inc. is
incorporated by reference to Exhibit 10(d) to the Registrant's
Current Report on Form 8-K dated September 25, 1987.

10T Memorandum of Understanding among SEC Realty Corp., Tennessee
Properties, L.P., Freeman Mortgage Corporation, J. Richard
Freeman, W. Criswell Freeman and Jacques-Miller Properties, Inc.
is incorporated by reference to Exhibit 10(T) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1988.

10U Partnership Administration and Consultation Agreement among
Freeman Properties, Inc., Freeman Diversified Properties, Inc.,
Residual Equities Limited and Jacques-Miller Properties, Inc. is
incorporated by reference to Exhibit 10(U) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1988.

10V Termination Agreement dated December 31, 1991 among Jacques-
Miller, Inc., Jacques-Miller Property Management, Davidson
Diversified Properties, Inc., and Supar, Inc.

10W Assignment of Limited Partnership Interest of Freeman Equities,
Limited, dated December 31, 1991 between Davidson Diversified
Properties, Inc. and Insignia Jacques-Miller, L.P.

10X Assignment of General Partner Interests of Freeman Equities,
Limited, dated December 31, 1991 between Davidson Diversified
Properties, Inc. and MAE GP Corporation.

10Y Stock certificate, dated December 31, 1991 showing ownership of
1,000 shares of Davidson Diversified Properties, Inc. by MAE GP
Corporation.

10Z Contracts related to refinancing of debt:

(a) First Deeds of Trust and Security Agreements dated October 28, 1992 between
The New Fairways, L.P. and Joseph Philip Forte (Trustee) and First
Commonwealth Realty Credit Corporation, a Virginia Corporation, securing
Fairway Apartments are incorporated by reference to Exhibit 10Z (a) of the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1992.

(b) Second Deeds of Trust and Security Agreements dated October 28, 1992
between The New Fairways, L.P. and Joseph Philip Forte (Trustee) and First
Commonwealth Realty Credit Corporation, a Virginia Corporation, securing
Fairway Apartments are incorporated by reference to Exhibit 10Z (b) of the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1992.

(c) First Assignments of Leases and Rents dated October 28, 1992 between The
New Fairways, L.P. and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing Fairway Apartments are incorporated by
reference to Exhibit 10Z (c) of the Registrant's Annual Report on Form 10-
KSB for the fiscal year ended December 31, 1992.

(d) Second Assignments of Leases and Rents dated October 28, 1992 between The
New Fairways, L.P. and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing Fairway Apartments are incorporated by
reference to Exhibit 10Z (d) of the Registrant's Annual Report on Form 10-
KSB for the fiscal year ended December 31, 1992.

(e) First Deeds of Trust Notes dated October 28, 1992 between The New Fairways,
L.P. and First Commonwealth Realty Credit Corporation, relating to Fairway
Apartments are incorporated by reference to Exhibit 10Z (e) of the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1992.

(f) Second Deeds of Trust Notes dated October 28, 1992 between The New
Fairways, L.P. relating to Fairway Apartments are incorporated by reference
to Exhibit 10Z (f) of the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1992.

10AA Contracts related to refinancing of debt:

(a) First Deeds of Trust and Security Agreements dated September 30, 1993
between Davidson Growth Plus, L.P. and Lexington Mortgage Company, a
Virginia Corporation, securing The Village Apartments are incorporated by
reference to Exhibit 10AA (a) of the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1993.

(b) Second Deeds of Trust and Security Agreements dated September 30, 1993
between Davidson Growth Plus, L.P. and Lexington Mortgage Company, a
Virginia Corporation, securing The Village Apartments are incorporated by
reference to Exhibit 10AA (b) of the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1993.

(c) First Assignments of Leases and Rents dated September 30, 1993 between
Davidson Growth Plus, L.P. and Lexington Mortgage Company, a Virginia
Corporation, securing The Village Apartments are incorporated by reference
to Exhibit 10AA (c) of the Registrant's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1993.

(d) Second Assignments of Leases and Rents dated September 30, 1993 between
Davidson Growth Plus, L.P. and Lexington Mortgage Company, a Virginia
Corporation, securing The Village Apartments are incorporated by reference
to Exhibit 10AA (d) of the Registrant's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1993.

(e) First Deeds of Trust Notes dated September 30, 1993 between Davidson Growth
Plus, L.P. and Lexington Mortgage Company, relating to The Village
Apartments are incorporated by reference to Exhibit 10AA (e) of the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1993.

(f) Second Deeds of Trust Notes dated September 30, 1993 between Davidson
Growth Plus, L.P. and Lexington Mortgage Company, relating to The Village
Apartments are incorporated by reference to Exhibit 10AA (f) of the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1993.

10BB Contracts related to refinancing of debt:

(a) First Deeds of Trust and Security Agreements dated September 30, 1993
between Brighton Crest, L.P. and Lexington Mortgage Company, a Virginia
Corporation, securing Brighton Crest Apartments are incorporated by
reference to Exhibit 10BB (a) of the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1993.

(b) Second Deeds of Trust and Security Agreements dated September 30, 1993
between Brighton Crest, L.P. and Lexington Mortgage Company, a Virginia
Corporation, securing Brighton Crest Apartments are incorporated by
reference to Exhibit 10BB (b) of the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1993.

(c) First Assignments of Leases and Rents dated September 30, 1993 between
Brighton Crest, L.P. and Lexington Mortgage Company, a Virginia
Corporation, securing Brighton Crest Apartments are incorporated by
reference to Exhibit 10BB (c) of the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1993.

(d) Second Assignments of Leases and Rents dated September 30, 1993 between
Brighton Crest, L.P. and Lexington Mortgage Company, a Virginia
Corporation, securing Brighton Crest Apartments are incorporated by
reference to Exhibit 10BB (d) of the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1993.

(e) First Deeds of Trust Notes dated September 30, 1993 between Brighton Crest,
L.P. and Lexington Mortgage Company, relating to Brighton Crest Apartments
are incorporated by reference to Exhibit 10BB (e) of the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended September 30, 1993.

(f) Second Deeds of Trust Notes dated September 30, 1993 between Brighton
Crest, L.P. and Lexington Mortgage Company, relating to Brighton Crest
Apartments are incorporated by reference to Exhibit 10BB (f) of the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1993.

10CC Deed Under Power of Sale related to the sale of The Terrace at
Windy Hill by Confederation Life Insurance Company is incorporated
by reference to the exhibit filed with Form 8-K dated July 6,
1993.

16 Letter from the Registrant's former independent accountant
regarding its concurrence with the statements made by the
Registrant is incorporated by reference to the exhibit filed with
Form 8-K dated September 30, 1992.

21 Subsidiaries.

27 Financial Data Schedule.

99 Agreement of Limited Partnership for The New Fairways, L.P.
between Davidson Growth Plus GP Limited Partnership and Davidson
Growth Plus, L.P.

99A Agreement of Limited Partnership for Brighton Crest GP, L.P.
between Brighton Crest Limited Partnership and Sterling Crest
Joint Venture entered into on September 15, 1993 is incorporated
by reference to Exhibit 28A of the Registrant's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1993.

99B Agreement of Limited Partnership for Brighton Crest, L.P. between
Davidson Diversified Properties, Inc. and Sterling Crest Joint
Venture entered into on September 15, 1993 is incorporated by
reference to Exhibit 28B of the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1993.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Davidson
Growth Plus, L.P. 1998 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000795757
<NAME> DAVIDSON GROWTH PLUS, L.P.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,186
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 24,058
<DEPRECIATION> 9,957
<TOTAL-ASSETS> 16,422
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,798
0
0
<COMMON> 0
<OTHER-SE> 3,752
<TOTAL-LIABILITY-AND-EQUITY> 16,422
<SALES> 0
<TOTAL-REVENUES> 5,318
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,577
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,047
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 669
<EPS-PRIMARY> 22.87<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
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</TABLE>