DAVIDSON GROWTH PLUS LP, 10KSB, 2000-03-22

DAVIDSON GROWTH PLUS LP
10KSB, 2000-03-22
REAL ESTATE

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March 21, 2000

United States
Securities and Exchange Commission
Washington, D.C. 20549

RE: Davidson Growth Plus, L.P.
Form 10-KSB
File No. 0-15675

To Whom it May Concern:

The accompanying Form 10-KSB for the year ended December 31, 1999 describes a
change in the method of accounting to capitalize exterior painting and major
landscaping, which would have been expensed under the old policy. The
Partnership believes that this accounting principle change is preferable because
it provides a better matching of expenses with the related benefit of the
expenditures and it is consistent with industry practice and the policies of the
Managing General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,

Stephen Waters
Real Estate Controller

<PAGE>

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, 1999

[ ] 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)

(864) 239-1000
Issuer's telephone number

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. [ ]

State issuer's revenues for its most recent fiscal year. $5,570,000

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, 1999. No market exists for the limited partnership
interests of the Registrant, and, therefore, no aggregate market value can be
determined.

DOCUMENTS INCORPORATED BY REFERENCE
None

<PAGE>

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 of DDPI, 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," for a description of the Partnership's
remaining properties.

Both the income and expenses of operating the properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar properties resulting from various
market conditions, increases/decreases in unemployment or population shifts,
changes in the 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 real estate 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 own and/or control a significant number of apartment units in the
United States, such units represent an insignificant percentage of total
apartment units in the United States and competition for the apartments is
local.

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
property management services for the years ended December 31, 1999 and 1998.

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.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation" included in "Item 6" of this Form
10-KSB.

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 AIMCO, a publicly traded real estate investment trust, with AIMCO
being the surviving corporation (the "Insignia Merger"). As a result, AIMCO
acquired 100% ownership interest in the Managing General Partner. The Managing
General Partner does not believe that this transaction has had or 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 joint 320 units
Phase II venture which has fee
12/15/87 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. $13,162 $ 6,201 5-25 yrs S/L $11,294
The Fairway Apts. 7,065 2,596 5-25 yrs S/L 5,568
The Village Apts. 4,643 2,032 5-25 yrs S/L 3,513

$24,870 $10,829 $20,375

See "Note A" of the consolidated financial statements included in "Item 7.
Financial Statements" for the Partnership's depreciation policy and "Note J -
Change in Accounting Principle".

Schedule of Property Indebtedness:

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

Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1999 Rate Amortized Date Maturity (2)
(in thousands) (in thousands)
Brighton Crest
<S> <C> <C> <C> <C> <C>
1st mortgage $ 5,954 7.83% 28.67 years 10/15/03 $ 5,516
2nd mortgage 199 7.83% (1) 10/15/03 199

The Fairway
1st mortgage 3,601 7.60% 21.42 years 11/15/02 3,142
2nd mortgage 135 7.60% (1) 11/15/02 135

The Village
1st mortgage 1,831 7.83% 28.67 years 10/15/03 1,697
2nd mortgage 61 7.83% (1) 10/15/03 61
11,781 $10,750
Less unamortized
discounts (185)

Total $11,596
</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 rates and occupancy for 1999 and 1998 for each property:

Average Annual Average
Rental Rate Occupancy
(per unit)
Property 1999 1998 1999 1998

Brighton Crest Apts. $8,633 $8,384 93% 96%
The Fairway Apts. 8,051 7,572 94% 92%
The Village Apts. 9,059 8,758 96% 99%

The decrease in occupancy at the Brighton Crest Apartments is primarily
attributable to increased competition due to new construction in the area. The
decrease in occupancy at The Village Apartments is primarily attributable to
increased competition due to new construction in the area and increased utility
bills as a result of sub-metering.

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. The Managing General Partner believes that
all of the properties are adequately insured. 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 1999 for each property were:

1999 1999
Taxes Rate
(in thousands)

Brighton Crest Apartments $187 2.93%
The Fairway Apartments 202 2.39%
The Village Apartments 88 2.47%

Capital Improvements:

Brighton Crest Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$161,000 of capital improvements at the property, consisting primarily of carpet
and vinyl replacement, interior decoration, wall coverings, structural
improvements, air conditioning replacement, and major landscaping. These
improvements were funded from operating cash flow and from Partnership reserves.
The Partnership is currently evaluating the capital improvement needs of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $96,000. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Fairway Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$335,000 of capital improvements at the property, consisting primarily of
parking lot upgrades, carpet and vinyl replacement, major landscaping, interior
decorating, and roof replacement. These improvements were funded from operating
cash flow and from Partnership reserves. The Partnership is currently evaluating
the capital improvement needs of the property for the upcoming year. The minimum
amount to be budgeted is expected to be $300 per unit or $76,800. Additional
improvements may be considered and will depend on the physical condition of the
property as well as replacement reserves and anticipated cash flow generated by
the property.

The Village Apartments

During the year ended December 31, 1999, the Partnership completed approximately
$316,000 of capital improvements at the property, consisting primarily of
plumbing improvements, structural improvements, roof replacement, major
landscaping, carpet and vinyl replacement, and appliances. These improvements
were funded from operating cash flow and from Partnership reserves. The
Partnership is currently evaluating the capital improvement needs of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $33,600. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

The capital improvements planned for the year 2000 at the Partnership 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 action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Item 7. Financial Statements, Note B - Transfer of Control"). The plaintiffs
seek monetary damages and equitable relief, including judicial dissolution of
the Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner filed
demurrers to the amended complaint which were heard February 1999. Pending the
ruling on such demurrers, settlement negotiations commenced. On November 2,
1999, the parties executed and filed a Stipulation of Settlement, settling
claims, subject to final court approval, on behalf of the Partnership and all
limited partners who own units as of November 3, 1999. Preliminary approval of
the settlement was obtained on November 3, 1999 from the Superior Court of the
State of California, County of San Mateo, at which time the Court set a final
approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing
the Court received various objections to the settlement, including a challenge
to the Court's preliminary approval based upon the alleged lack of authority of
class plaintiffs' counsel to enter the settlement. On December 14, 1999, the
Managing General Partner and its affiliates terminated the proposed settlement.
Certain plaintiffs have filed a motion to disqualify some of the plaintiffs'
counsel in the action. The Managing General Partner does not anticipate that
costs associated with this case will be material to the Partnership's overall
operations.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

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, 1999.

<PAGE>
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, 1999,
there were 1,710 holders of record owning an aggregate of 28,371.75 Units.
Affiliates of the Managing General Partner owned 14,431 Units or 50.864% at
December 31, 1999. No public trading market has developed for the units, and it
is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 1998 and 1999, as well as for the subsequent period
from January 1, 2000 to February 29, 2000:

Distributions
Per Limited
Aggregate Partnership Unit
(in thousands)

01/01/98 - 12/31/98 $ 795 (1) $27.17
01/01/99 - 12/31/99 $1,405 (1) $48.04
01/01/00 - 02/29/00 $ 240 (1) $ 8.21

(1) Distribution was made from cash from operations (see "Item 6" for further
details).

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. The Partnership's distribution policy is
reviewed on a semi-annual 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
the year 2000 or subsequent periods. See "Item 2. Description of Properties,
Capital Improvements" for information relating to anticipated capital
expenditures at the properties. Distributions may be restricted by the
requirement to deposit net operating income (as defined in the mortgage note)
into the reserve account until the reserve account is funded in an amount equal
to a minimum of $400 and a maximum of $1,000 per apartment unit for each
respective property for a total of approximately $275,000 to $688,000.

Several tender offers were made by various parties, including affiliates of the
Managing General Partner, during the years ended December 31, 1999 and 1998. As
a result of these tender offers, AIMCO and its affiliates currently own 14,431
limited partnership units in the Partnership representing 50.864% of the
outstanding units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the Registrant. Under the Partnership Agreement, unitholders
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.

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 Partnership from time to time. The discussion of
the Partnership'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 Partnership'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 consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

The Partnership realized net income of approximately $889,000 for the year ended
December 31, 1999, compared to net income of approximately $669,000 for the year
ended December 31, 1998. The increase in net income is primarily attributable to
an increase in total revenues offset by a slight increase in total expenses and
an increase in minority interest in income from joint venture. Total revenues
increased primarily as a result of increases in rental income and to a lessor
extent increases in other income. Rental income increased primarily due to an
increase in average annual rental rates at all the Partnership's properties and
a reduction in concession costs at Brighton Crest. These increases were
partially offset by decreases in occupancy at Brighton Crest and The Village
Apartments. Other income increased primarily due to an increase in tenant
charges at Brighton Crest and Fairway Apartments. Tenant charges increased due
to increased tenant move outs due to an active home buying market.

The increase in total expenses is primarily attributable to increases in
depreciation expense and general and administrative expense, partially offset by
decreases in operating expenses and interest expense. The increase in
depreciation expense is due to capital improvements completed during the past
twelve months that are now being depreciated. General and administrative expense
increased due to increased legal expenses due to the settlement of previously
disclosed lawsuits during the year ended December 31, 1999. Included in general
and administrative expenses at both December 31, 1999 and 1998, 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. Operating expenses decreased primarily due to decreased maintenance
and repairs expenses at The Fairway Apartments and Brighton Crest Apartments and
reduced insurance expense at all the Partnership's properties due to lower rates
provided by a new insurance carrier late in 1998. These decreases were partially
offset by increased advertising expense at Brighton Crest and increased payroll
costs at Fairway Apartments. The decrease in interest expense is due to a
greater portion of the mortgage payments being allocated to principal. The
increase in minority interest in net income of joint venture is due to the
improved operations at the joint venture's property Brighton Crest due primarily
to increased rental rates and reduced maintenance expenses.

Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping on a prospective
basis. The Partnership believes that this accounting principle change is
preferable because it provides a better matching of expenses with the related
benefit of the expenditures and it is consistent with industry practice and the
policies of the Managing General Partner. The effect of the change in 1999 was
to increase net income by approximately $69,000 ($2.36 per limited partnership
unit). The cumulative effect, had this change been applied to prior periods, is
not material. The accounting principle change will not have an effect on cash
flow, funds available for distribution or fees payable to the Managing General
Partner and affiliates.

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 $746,000 at
December 31, 1999, compared to approximately $1,186,000 at December 31, 1998.
The decrease in cash and cash equivalents of approximately $440,000 from the
Partnership's cash balance at December 31, 1998, is due primarily to
approximately $1,852,000 of cash used in financing activities, and approximately
$596,000 of cash used in investing activities which was largely offset by
approximately $2,008,000 of cash provided by operating activities. Cash used in
financing activities consisted primarily of distributions from operations to the
partners, and to a lesser extent, payments of principal made on the mortgages
encumbering the Partnership's properties and distributions to the minority
partner of Sterling Crest. Cash used in investing activities consists of
property improvements and replacements which were partially offset by net
receipts from escrow accounts maintained by the mortgage lenders.

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 is
currently evaluating the capital improvement needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $206,400. Additional improvements may be considered and will depend on the
physical condition of the properties as well as replacement reserves and
anticipated cash flow generated by the properties. The additional 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
completed, 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 $11,596,000, net of discounts, 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 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.

Cash distributions from operations of approximately $1,405,000 (approximately
$1,363,000 to the limited partners or $48.04 per limited partnership unit) were
paid to the partners during the year ended December 31, 1999. Cash distributions
from operations of approximately $795,000 (approximately $771,000 to the limited
partners or $27.17 per limited partnership unit) were paid to the partners
during the year ended December 31, 1998. Subsequent to December 31, 1999, a cash
distribution from operations of approximately $240,000 (approximately $233,000
to the limited partners or $8.21 per limited partnership unit) was paid to the
partners. 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. The Partnership's
distribution policy is reviewed on a semi-annual basis. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations after required capital improvements to permit further distributions
to its partners during the year 2000 or subsequent periods.

Tender Offers

Year 2000 Compliance

General Description

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 Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have recognized a date using "00" as the year 1900 rather than the year
2000. This could have resulted 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.

Computer Hardware, Software and Operating Equipment

In 1999, the Managing Agent completed all phases of its Year 2000 program by
completing the replacement and repair of any hardware or software system or
operating equipment that was not yet Year 2000 compliant. The Managing Agent's
hardware and software systems and its operating equipment are now Year 2000
compliant. No material failure or erroneous results have occurred in the
Managing Agent's computer applications related to the failure to reference the
Year 2000 to date.

Third Parties

To date, the Managing Agent is not aware of any significant supplier or
subcontractor (external agent) or financial institution of the Partnership that
has a Year 2000 issue that would have a material impact on the Partnership's
results of operations, liquidity or capital resources. However, the Managing
Agent has no means of ensuring or determining the Year 2000 compliance of
external agents. At this time, the Managing Agent does not believe that a Year
2000 issue of any non-compliant external agent will have a material impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing Agent completed all necessary phases of its Year 2000 program in
1999, and did not experience system or equipment malfunctions related to a
failure to reference the Year 2000. The Managing Agent or Partnership have not
been materially adversely affected by disruptions in the economy generally
resulting from the Year 2000 issue.

At this time, the Managing Agent does not believe that the Partnership's
businesses, results of operations or financial condition will be materially
adversely affected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The Managing Agent has not had to implement contingency plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.

<PAGE>

Item 7. Financial Statements

DAVIDSON GROWTH PLUS, L.P.

LIST OF CONSOLIDATED FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheet - December 31, 1999

Consolidated Statements of Operations - Years ended December 31, 1999 and
1998

Consolidated Statements of Changes in Partners' (Deficit) Capital - Years
ended December 31, 1999 and 1998

Consolidated Statements of Cash Flows - Years ended December 31, 1999 and
1998

Notes to Consolidated Financial Statements

<PAGE>

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, 1999, and the related consolidated statements of
operations, changes in partners' (deficit) capital and cash flows for each of
the two years in the period ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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, 1999, and the consolidated results of its operations
and its cash flows for each of the two years in the period ended December 31,
1999, in conformity with accounting principles generally accepted in the United
States.

As discussed in Note J to the consolidated financial statements, the Partnership
changed its method of accounting to capitalize the cost of exterior painting and
major landscaping effective January 1, 1999.

/s/ERNST & YOUNG LLP

Greenville, South Carolina
February 25, 2000

<PAGE>

DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED BALANCE SHEET

(in thousands, except unit data)

December 31, 1999

Assets

Cash and cash equivalents $ 746
Receivables and deposits 366
Restricted escrows 267
Other assets 231
Investment properties (Notes C and F):
Land $ 4,650
Buildings and related personal property 20,220
24,870
Less accumulated depreciation (10,829) 14,041
$ 15,651

Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 80
Tenant security deposit liabilities 120
Accrued property taxes 197
Other liabilities 317
Mortgage notes payable (Note C) 11,596

Minority interest 105

Partners' (Deficit) Capital
General partners $ (721)
Limited partners (28,371.75 units issued and
outstanding) 3,957 3,236
$ 15,651

See Accompanying Notes to Consolidated Financial Statements

<PAGE>

DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except unit data)

Years Ended
December 31,
1999 1998

Revenues:
Rental income $ 5,251 $ 5,025
Other income 319 293
Total revenues 5,570 5,318

Expenses:
Operating 1,958 2,023
General and administrative 270 248
Depreciation 872 797
Interest 1,034 1,047
Property taxes 459 462
Total expenses 4,593 4,577

Income before minority interest in net income of
joint venture 977 741

Minority interest in net income of joint venture (88) (72)

Net income (Note D) $ 889 $ 669

Net income allocated to general partners (3%) $ 27 $ 20

Net income allocated to limited partners (97%) 862 649
$ 889 $ 669

Net income per limited partnership unit $ 30.38 $ 22.87

Distributions per limited partnership unit $ 48.04 $ 27.17

See Accompanying Notes to Consolidated Financial Statements

<PAGE>

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

<S> <C> <C> <C> <C>
Original capital contributions 28,371.75 $ 1 $28,376 $28,377

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

Distributions to partners -- (42) (1,363) (1,405)

Net income for the year ended
December 31, 1999 -- 27 862 889

Partners' (deficit) capital at
December 31, 1999 28,371.75 $ (721) $ 3,957 $ 3,236
</TABLE>

See Accompanying Notes to Consolidated Financial Statements

<PAGE>

DAVIDSON GROWTH PLUS, L.P.
CONSOLDIATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended
December 31,
1999 1998
Cash flows from operating activities:
Net income $ 889 $ 669
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 872 797
Amortization of discounts and loan costs 106 104
Minority interest in net income of joint venture 88 72
Change in accounts:
Receivables and deposits 23 15
Other assets (24) 21
Accounts payable 50 (142)
Tenant security deposit liabilities (19) 18
Accrued property taxes 3 9
Other liabilities 20 22
Net cash provided by operating activities 2,008 1,585

Cash flows from investing activities:
Property improvements and replacements (812) (302)
Net receipts from (deposits to) restricted escrows 216 (14)
Net cash used in investing activities (596) (316)

Cash flows from financing activities:
Payments on mortgage notes payable (252) (237)
Distributions to partners (1,405) (795)
Distributions to minority partner (195) (131)
Net cash used in financing activities (1,852) (1,163)

Net (decrease) increase in cash and cash equivalents (440) 106
Cash and cash equivalents at beginning of year 1,186 1,080
Cash and cash equivalents at end of year $ 746 $ 1,186

Supplemental disclosure of cash flow information:
Cash paid for interest $ 929 $ 943

See Accompanying Notes to Consolidated Financial Statements

<PAGE>

DAVIDSON GROWTH PLUS, L.P.
Notes To Consolidated Financial Statements

December 31, 1999

Note A - Organization and Significant Accounting Policies

Organization

Davidson Growth Plus, L.P. (the "Partnership" or "Registrant"), 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
inter-entity 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.

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 5
years.

Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the costs of exterior painting and major landscaping (Note J).

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, 1999 and 1998 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 and money market
accounts. 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 rental payments.

Restricted Escrows

Reserve Account - General reserve accounts were established with a portion of
the proceeds from the 1992 refinancing of The Fairway Apartments and 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 is required to deposit net operating income
(as defined in the mortgage notes) from the properties to the respective reserve
accounts until the reserve accounts equal the minimum of $400 and the maximum of
$1,000 per apartment unit for each respective property. The minimum balance of
$400 per unit was not attained at December 31, 1999, but was attained subsequent
to December 31, 1999. At December 31, 1999, the balance in the reserves were
approximately $267,000.

Advertising

The Partnership expenses the costs of advertising as incurred. Advertising
expense, included in operating expenses, was approximately $135,000 and $99,000
for the years ended December 31, 1999 and 1998, respectively.

Fair Value

SFAS No. 107, "Disclosures 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 Managing General Partner'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 $359,000, 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.

Segment Reporting

SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information
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. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers. (See "Note
H" for required disclosure.)

Note B - 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 ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this transaction has had or will have a material effect on the affairs and
operations of the Partnership.

<PAGE>

Note C - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>

Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1999 Interest Rate Date Maturity
(in thousands) (in thousands)
Brighton Crest
<S> <C> <C> <C> <C> <C>
1st mortgage $ 5,954 $47 7.83% 10/15/03 $ 5,516
2nd mortgage 199 1 (1) 7.83% 10/15/03 199
The Fairway
1st mortgage 3,601 34 7.60% 11/15/02 3,142
2nd mortgage 135 1 (1) 7.60% 11/15/02 135
The Village
1st mortgage 1,831 14 7.83% 10/15/03 1,697
2nd mortgage 61 -- (1)(2) 7.83% 10/15/03 61
11,781 $97 $10,750
Less unamortized
discounts (185)

Totals $11,596
</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 non-recourse 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 the mortgage notes payable subsequent to
December 31, 1999, are as follows (in thousands):

Years Ending December 31,
2000 $ 277
2001 299
2002 3,591
2003 7,614
$11,781

Note D - Income Taxes

The Partnership has received a ruling from the Internal Revenue Service that it
is to be 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)

1999 1998
Net income as reported $ 889 $ 669
Add (deduct):
Depreciation differences (144) (76)
Unearned income (83) 68
Minority interest -- 72
Miscellaneous 20 42

Federal taxable income $ 682 $ 775

Federal taxable income per
limited partnership unit $23.32 $26.50

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

Net assets as reported $ 3,236
Land and buildings 5,660
Accumulated depreciation 674
Syndication and distribution costs 3,766
Other (579)
Net assets - Federal tax basis $12,757

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 (i) payments to affiliates for services and
(ii) reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.

<PAGE>

The following amounts were paid or accrued to the Managing General Partner
and/or its affiliates during the years ended December 31, 1999 and 1998:

1999 1998
(in thousands)
Property management fees (included in
operating expenses) $285 $274

Reimbursement for services of affiliates
(included in operating expense and
general and administrative expense, and
investment properties) 117 131

Subordinated management fee (included in
general and administrative expense) 27 19

During the years ended December 31, 1999 and 1998, 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 approximately $285,000 and
$274,000 for management fees for the years ended December 31, 1999 and 1998,
respectively.

An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $117,000 and
$131,000 for the years ended December 31, 1999 and 1998, 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, 1999, are approximately $133,000. Included in the $133,000
subordinated management fee payable at December 31, 1999, were Partnership
management fees of approximately $27,000 and $19,000 for the years ended
December 31, 1999 and 1998, respectively.

On September 25, 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.

Several tender offers were made by various parties, including affiliates of the
Managing General Partner, during the years ended December 31, 1999 and 1998. As
a result of these tender offers, AIMCO and its affiliates currently own 14,431
units of limited partnership units in the Partnership representing 50.864% of
the outstanding units. It is possible that AIMCO or its affiliates will make one
or more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the Registrant. Under the Partnership Agreement, unitholders
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.

Note F - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>

Initial Cost
To Partnership
(in thousands)
Buildings Costs
and Related (Removed) Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Brighton Crest Apts. $ 6,153 $ 2,619 $13,122 $(2,579)
The Fairway Apts. 3,736 2,560 3,883 622
The Village Apts. 1,892 615 3,799 229
Totals $11,781 $ 5,794 $20,804 $(1,728)
</TABLE>

Gross Amount At Which
Carried
At December 31, 1999
(in thousands)
Buildings
And Related

Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
(in thousands)
Brighton
<S> <C> <C> <C> <C> <C> <C> <C>
Crest $ 1,911 $11,251 $13,162 $ 6,201 1987 09/87 25
The Fairway 2,213 4,852 7,065 2,596 1979 05/88 25
The Village 526 4,117 4,643 2,032 1986 05/88 25

Totals $ 4,650 $20,220 $24,870 $10,829
</TABLE>

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

<PAGE>

Reconciliation of "Investment Properties and Accumulated Depreciation":

Years Ended December 31,
1999 1998
(in thousands)
Investment Properties
Balance at beginning of year $24,058 $23,756
Property improvements 812 302
Balance at end of Year $24,870 $24,058

Accumulated Depreciation
Balance at beginning of year $ 9,957 $ 9,160
Additions charged to expense 872 797
Balance at end of year $10,829 $ 9,957

The aggregate cost of investment properties for Federal income tax purposes at
December 31, 1999 and 1998, is approximately $30,530,000 and $29,718,000. Total
accumulated depreciation for Federal income tax purposes at December 31, 1999
and 1998, is approximately $10,155,000 and $9,124,000, respectively.

Note G - Distributions to Partners

Note H - Segments Information

The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of three apartment complexes
in Marietta, Georgia; Plano, Texas; and Brandon, Florida. The Partnership rents
apartment units to tenants for terms that are typically twelve months or less.

The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those described in the summary of significant accounting policies.

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 ended December 31, 1999 and 1998, is shown in
the following tables (in thousands). The "Other" column includes Partnership
administration related items and income and expense not allocated to the
reportable segment.

1999 Residential Other Totals

Rental income $ 5,251 $ -- $ 5,521
Other income 267 52 319
Interest expense 1,034 -- 1,034
Depreciation 872 -- 872
General and administrative expense -- 270 270
Minority interest in net income of
joint venture (88) -- (88)
Segment profit (loss) 1,107 (218) 889
Total assets 15,434 217 15,651
Capital expenditures for investment
properties 812 -- 812

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 net income of
joint venture (72) -- (72)
Segment profit (loss) 871 (202) 669
Total assets 15,880 542 16,422
Capital expenditures for investment
properties 302 -- 302

Note I - 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 action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998, the Managing General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a Stipulation of Settlement, settling claims, subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999. Preliminary approval of the settlement was obtained on
November 3, 1999 from the Superior Court of the State of California, County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999. Prior to the December 10, 1999 hearing the Court received various
objections to the settlement, including a challenge to the Court's preliminary
approval based upon the alleged lack of authority of class plaintiffs' counsel
to enter the settlement. On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to disqualify some of the plaintiffs' counsel in the action. The
Managing General Partner does not anticipate that costs associated with this
case will be material to the Partnership's overall operations.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.

Note J - Change in Accounting Principle

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

<PAGE>

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

Name Age Position

Patrick J. Foye 42 Executive Vice President and Director

Martha L. Long 40 Senior Vice President and Controller

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.

Martha L. Long has been Senior Vice President and Controller of the Managing
General Partner and AIMCO since October 1998, as a result of the acquisition of
Insignia Financial Group, Inc. From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997, retaining that title until October 1998. From 1988
to June 1994, Ms. Long was Senior Vice President and Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Registrant under Rule 16a-3(e) during the Registrant's most recent fiscal
year and Forms 5 and amendments thereto furnished to the Registrant with respect
to its most recent fiscal year, the Registrant is not aware of any director,
officer, beneficial owner of more than ten percent of the units of limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms, reports required by section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years except as follows:
AIMCO Properties, L.P. and its joint filers failed to timely file a Form 3 with
respect to its acquisition of Units and AIMCO and its joint filers failed to
timely file a Form 4 with respect to its acquisition of Units.

Item 10. Executive Compensation

Neither the director nor the officers received any remuneration from the
Registrant for the year ended December 31, 1999.

<PAGE>

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, 1999.

Entity Number of Units Percentage

Insignia Properties, LP 2,482.83 8.751%
(an affiliate of AIMCO)
Cooper River Properties, LLC 3,937.00 13.877%
(an affiliate of AIMCO)
AIMCO Properties, LP 8,011.17 28.236%
(an affiliate of AIMCO)

Cooper River Properties LLC and Insignia Properties LP are indirectly ultimately
owned by AIMCO. Their business address is 55 Beattie Place, Greenville, South
Carolina 29602.

AIMCO Properties, LP is indirectly ultimately controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

As of December 31, 1999, 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.

Item 12. Certain Relationships and Related Transactions

The following amounts were paid or accrued to the Managing General Partner
and/or its affiliates during the years ended December 31, 1999 and 1998:

1999 1998
(in thousands)

Property management fees $285 $274
Reimbursement for services of affiliates 117 131
Subordinated management fee 27 19

Several tender offers were made by various parties, including affiliates of the
Managing General Partner, during the years ended December 31, 1999 and 1998. As
a result of these tender offers, AIMCO and its affiliates currently own 14,431
units of limited partnership units in the Partnership representing 50.864% of
the outstanding units. It is possible that AIMCO or its affiliates will make one
or more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO. Consequently, AIMCO is in a position to influence all voting decisions
with respect to the Registrant. Under the Partnership Agreement, unitholders
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 and Reports on Form 8-K

(a) Exhibits:

Exhibit 18, Independent Accountants' Preferability Letter for Change
in Accounting Principle, is filed as an exhibit to this report.

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

(b) Reports on Form 8-K filed in the fourth quarter of calendar year 1999:

None.

<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
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
Its Managing General Partner

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

By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller

Date:

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

/s/Patrick J. Foye Executive Vice President Date:
Patrick J. Foye and Director

/s/Martha L. Long Senior Vice President Date:
Martha L. Long and Controller

<PAGE>

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 the 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 & 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 From 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 Agreement 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 Agreement 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.

18 Independent Accountants' Preferability Letter for Change in Accounting
Principle.

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, 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 GP, 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.

<PAGE>

Exhibit 18

February 7, 2000

Mr. Patrick J. Foye
Executive Vice President
Davidson Growth Plus G.P. Corporation
Managing General Partner of Davidson Growth Plus, L.P.
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note J of Notes to the Consolidated Financial Statements of Davidson Growth
Plus, L.P. included in its Form 10-KSB for the year ended December 31, 1999
describes a change in the method of accounting to capitalize exterior painting
and major landscaping, which would have been expensed under the old policy. You
have advised us that you believe that the change is to a preferable method in
your circumstances because it provides a better matching of expenses with the
related benefit of the expenditures and is consistent with policies currently
being used by your industry and conforms to the policies of the Managing General
Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting for exterior painting and major landscaping is to an acceptable
alternative method which, based on your business judgment to make this change
for the reasons cited above, is preferable in your circumstances.

Very truly yours,
/s/Ernst & Young LLP

This schedule contains summary financial information extracted from Davidson
Growth Plus. L.P. 1999 Fourth Quarter 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

<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.

</FN>

</TABLE>