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) February 1026, 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~~owned The Fairway Apartments (“Fairway”), a a 256-unit apartment complex located in Plano, Texas. AsOn ~~previously~~February ~~disclosed~~26, ~~on October 19~~2010, ~~2009 (~~the ~~“Effective Date”), the~~ Partnership ~~entered into~~sold aFairway ~~Purchase~~to ~~and Sale Contract (the “Purchase Contract”) with~~ a third party, ~~Landbanc~~ ~~Capital,~~Aragon ~~Inc.~~2009/Fairway, LLC, ana ~~Arizona~~Texas ~~corporation~~limited liability company (the “~~Original~~ Purchaser”), ~~to sell Fairway to the Original Purchaser~~ for a total sales price of $11,~~750~~650,000. InFairway ~~accordance~~was ~~with~~ the ~~terms~~Partnership’s ofsole ~~the~~investment property ~~Purchase~~and ~~Contract,~~ the ~~Original~~ ~~Purchaser~~Registrant’s ~~has assigned its~~ interest in the ~~Purchase~~Partnership ~~Contract~~is toits ansole ~~affiliate of the Original Purchaser, Aragon 2009/Fairway LLC, a Texas limited liability company (the “Purchaser”)~~investment.

AsIn ~~previously~~accordance ~~disclosed,~~with the ~~Partnership~~terms ~~and~~of the ~~Purchaser~~Registrant’s ~~entered~~partnership ~~into~~agreement, ~~four~~the ~~amendments~~Registrant’s ~~between~~Managing ~~November~~General ~~20,~~Partner ~~2009~~is ~~and~~currently ~~January~~evaluating ~~28, 2010 to~~ the ~~Purchase and~~cash ~~Sale~~requirements ~~Contract~~of ~~pursuant to which~~ the ~~purchase~~Registrant ~~price was reduced~~ to ~~$11,650,000, the~~determine ~~feasibility~~what ~~period~~portion ~~was~~of ~~extended from November 20, 2009 to December 18, 2009,~~ the ~~expected~~net ~~closing date was extended from January 29, 2010 to February 12,~~sales ~~2010~~proceeds ~~and~~will ~~the~~be ~~Purchaser~~available ~~agreed~~ to ~~pay~~distribute ~~an additional non-refundable deposit of $100,000~~ to the ~~escrow~~Registrant’s ~~agent by January 29, 2010~~partners.

On February 10, 2010, the Partnership and the Purchaser entered into a Fifth Amendment to Purchase and Sale Contract (the “Fifth Amendment”) pursuant to which the expected closing date was further extended from February 12, 2010 to February 26, 2010. The parties agreed that the closing date may be further extended without penalty at the option of the Partnership to a date not later than 45 days following the current expected closing date of February 26, 2010, upon at least ten business days prior written notice to the Purchaser. Under the terms of the Fifth Amendment, the Purchaser agreed to pay an additional deposit of $100,000 to the escrow agent by February 16, 2010. The additional deposit is non-refundable.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

10 BBB Fifth Amendment to Purchase and Sale Contract between The New Fairways, L.P., a Delaware limited partnership, and Aragon 2009/Fairway LLC, a Texas limited liability company, dated February 10, 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: ~~February~~March 164, 2010

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