UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of of earliest event reported) December 818, 2009

DAVIDSON GROWTH PLUS, L.P.

(Exact name of Registrant as specified in its charter)

Delaware	0-15675	52-1462866
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation or	File Number)	Identification Number)
organization)

Delaware 0-15675 52-1462866

(State or other jurisdiction (Commission (I.R.S. Employer

of incorporation or File Number) Identification Number)

organization)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201 DepartureEntry ofinto Directorsa orMaterial CertainDefinitive Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersAgreement.

~~Harry~~Davidson Growth G.Plus, ~~Alcock~~L.P., ~~who currently serves as Executive Vice President and~~ a ~~member~~Delaware oflimited ~~the~~partnership ~~Board of Directors of the Registrant’s managing general partner~~ (the “~~Managing General Partner~~Registrant”), ~~has~~owns ~~announced~~a ~~his~~99% interest ~~intention~~in toThe ~~resign~~New ~~from these positions effective December 15~~Fairways, ~~2009~~L. ToP., ~~fill~~a ~~the~~Delaware ~~vacancy~~limited onpartnership (the ~~Board of Directors created~~ ~~by Mr~~“Partnership”). The ~~Alcock’s~~Partnership ~~departure,~~owns ~~the~~The ~~sole~~Fairway ~~stockholder~~Apartments ~~of the Managing General Partner has elected John Bezzant~~(“Fairway”), ~~who will become~~ a 256-unit ~~director~~apartment ofcomplex ~~the~~located ~~Managing~~in ~~General Partner effective December 16~~Plano, ~~2009~~Texas. ~~Mr.~~ As ~~Bezzant~~previously disclosed, ~~47,~~on ~~currently~~October ~~serves~~19, ~~as a~~2009 ~~Senior Vice President of~~ (the ~~Managing General Partner and Apartment Investment and Management Company (~~“~~Aimco~~Effective Date”), ~~an affiliate of~~ the ~~Managing~~Partnership ~~General~~entered ~~Partner. Mr.~~into ~~Bezzant~~a ~~joined~~Purchase ~~Aimco~~and inSale ~~June~~Contract ~~2006~~(the as“Purchase ~~Senior~~Contract”) ~~Vice~~with ~~President~~a -third party, ~~Development. Prior~~Landbanc toCapital, ~~joining Aimco~~Inc., ~~from~~an ~~2005~~Arizona tocorporation ~~June~~(the ~~2006~~“Purchaser”), ~~Mr.~~to ~~Bezzant~~sell ~~was~~Fairway ato ~~First~~the ~~Vice~~Purchaser ~~President~~for ata ~~Prologis~~total ~~and~~sales ~~from~~price ~~1986~~of ~~to 2005~~$11, ~~Mr. Bezzant served as Vice President~~750, ~~Asset Management at Catellus Development Corporation~~000.

As previously disclosed, on November 20, 2009 and November 23, 2009, the Partnership and the Purchaser entered into amendments to the Purchase and Sale Contract pursuant to which the purchase price was reduced to $11,650,000, the feasibility period was extended from November 20, 2009 to December 18, 2009 and the expected closing date was extended from December 18, 2009 to January 18, 2010.

On December 18, 2009, the Partnership and the Purchaser entered into a Third Amendment to Purchase and Sale Contract (the “Third Amendment”), pursuant to which the expected closing date was further extended from January 18, 2010 to January 29, 2010. The parties agreed that the closing date may be extended without penalty at the option of Seller to a date not later than 45 days following the current expected closing date of January 29, 2010, upon at least ten business days prior written notice to Purchaser.

This summary of the terms and conditions of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is attached hereto as an exhibit.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

10 ZZ Third Amendment to Purchase and Sale Contract between The New Fairways, L.P., a Delaware limited partnership, and Landbanc Capital, Inc., an Arizona corporation, dated December 18, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DAVIDSON GROWTH PLUS, L.P.

By: Davidson Growth Plus G.P. Corporation

Managing General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director

Date: December 1422, 2009

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