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 earliest event reported) ~~December~~January 1828, ~~2009~~2010

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)

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 1.01 Entry into a Material Definitive Agreement.

Davidson Growth Plus, L.P., a Delaware limited partnership (the “Registrant”), owns a 99% interest in The New Fairways, L.P., a Delaware limited partnership (the “Partnership”). The Partnership owns The Fairway Apartments (“Fairway”), a 256-unit apartment complex located in Plano, Texas. As previously disclosed, on October 19, 2009 (the “Effective Date”), the Partnership entered into a Purchase and Sale Contract (the “Purchase Contract”) with a third party, Landbanc Capital, Inc., an Arizona corporation (the “Original Purchaser”), to ~~sell~~ sell Fairway to the Original Purchaser for a total sales price of $11,750,000. In accordance with the terms of the Purchase Contract, the Original Purchaser has assigned its interest in the Purchase Contract to an affiliate of the Original Purchaser, Aragon 2009/Fairway LLC, a Texas limited liability company (the “Purchaser”).

As previously disclosed, on November 20, 2009, ~~and~~ November 23, 2009 and December 18, 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 1829, 2010.

On ~~December~~ 18January 28, ~~2009~~2010, the Partnership and the Purchaser entered into a ~~Third~~ Fourth Amendment to Purchase and Sale Contract (the “~~Third~~Fourth Amendment”), pursuant to which the expected closing date was further extended from January 1829, 2010 to ~~January~~ 29February 12, 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 February ~~January 29~~12, 2010, upon at least ten business days prior written notice to the Purchaser. Under the terms of the Fourth Amendment, the Purchaser agreed to pay an additional deposit (the “Additional Deposit”) of $100,000 to the escrow agent by January 29, 2010. The Additional Deposit is non-refundable.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

10 ~~ZZ Third~~AAA Fourth Amendment to Purchase and Sale Contract between The New Fairways, L.P., a Delaware limited partnership, and ~~Landbanc~~Aragon ~~Capital,~~2009/Fairway ~~Inc.~~LLC, ana ~~Arizona~~Texas limited ~~corporation~~liability company, dated ~~December~~January 1828, ~~2009~~2010.

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~~February 223, ~~2009~~2010

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