UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2008~~2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to _________

Commission file number 0-15675

DAVIDSON GROWTH PLUS, L.P.

(Exact name of registrant as specified 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

Registrant's telephone number

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

Indicate by check mark if ~~disclosure~~whether ofthe ~~delinquent~~registrant ~~filers~~has ~~pursuant~~submitted toelectronically ~~Item~~and ~~405~~posted ofon ~~Regulation~~its ~~S-K~~corporate Web issite, ~~not contained~~if ~~herein~~any, ~~and~~every ~~will~~Interactive ~~not~~Data beFile ~~contained,~~required to ~~the~~be ~~best~~submitted ofand posted ~~the~~pursuant ~~registrant’s knowledge,~~to inRule ~~definitive~~405 ~~proxy~~of orRegulation ~~information~~S-T ~~statements~~(232.405 ~~incorporated~~of bythis chapter) during ~~reference~~the inpreceding ~~Part~~12 ~~III~~months of(or ~~this~~for ~~Form~~such ~~10-K~~shorter orperiod ~~any~~that ~~amendment~~the registrant was required to ~~this~~submit ~~Form~~and ~~10-K~~post such files). [X ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £

Accelerated filer £

Non-accelerated filer £(Do not check if a

smaller reporting company)

Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked ~~prices~~price of such partnership interests as of ~~the~~ the last business day of the registrant’s most recently completed second fiscal quarter. 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

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for ~~tenants~~residents in such markets; insurance risk, including the cost of insurance; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto, as well as the ~~section entitled “Risk Factors” described in Item 1A of this Annual Report and the~~ other documents the Partnership files from time to time with the Securities and Exchange Commission.

PART I

Item 1. Business

Davidson Growth Plus, L.P. (the "Registrant" or "Partnership") is a Delaware limited partnership organized in May 1986. The general partners of the Partnership 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 an affiliate of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2021, unless terminated prior to such date.

The offering of the Partnership's limited partnership units ("Units") commenced on August 13, 1986, and terminated on March 30, 1988. The Partnership received gross proceeds from the offering of approximately $28,376,000 and net proceeds of approximately $25,254,000. Since its initial offering, the Partnership 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 one property continues to be held by the Partnership. See "Item 2. Property" for a description of the Partnership's remaining property.

The Partnership 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 provides property management services.

1AA further description of the Partnership's business is included in "Item 7. ~~Risk~~Management's ~~Factors~~Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

The risk factors noted in this section and other factors noted throughout this Annual Report describe certain risks and uncertainties that could cause the Partnership’s actual results to differ materially from those contained in any forward-looking statement.

The Partnership’s existing and future debt financing could render it unable to operate, result in foreclosure on its property, prevent it from making distributions on its equity or otherwise adversely affect its liquidity.

The Partnership is subject to the risk that its cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If the Partnership fails to make required payments of principal and interest on secured debt, its lender could foreclose on the property securing such debt, which would result in loss of income and asset value to the Partnership. Payments of principal and interest may leave the Partnership with insufficient cash resources to operate its property or pay distributions.

Disruptions in the financial markets could affect the Partnership’s ability to obtain financing and the cost of available financing and could adversely affect the Partnership’s liquidity.

The Partnership’s ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets and the level of involvement of certain government sponsored entities, specifically, Federal Home Loan Mortgage Corporation, or Freddie Mac, and Federal National Mortgage Association, or Fannie Mae, in secondary credit markets. Recently the United States credit markets have experienced significant liquidity disruptions, which have caused the spreads on debt financings to widen considerably and have made obtaining financing more difficult. Further or prolonged disruptions in the credit markets could result in Freddie Mac or Fannie Mae reducing their level of involvement in secondary credit markets which would adversely affect the Partnership’s ability to obtain non-recourse property debt financing.

Failure to generate sufficient net operating income may limit the Partnership’s ability to fund necessary capital expenditures or the Partnership’s ability to make distributions to its partners.

The Partnership’s ability to fund necessary capital expenditures on its property depends on its ability to generate net operating income in excess of required debt payments. If the Partnership is unable to fund capital expenditures on its property, the Partnership may not be able to preserve the competitiveness of its property, which could adversely affect the Partnership’s net operating income.

The Partnership’s ability to make distributions to its partners depends on its ability to generate net operating income in excess of required debt payments and capital expenditure requirements. Net operating income and liquidity may be adversely affected by events or conditions beyond the Partnership’s control, including:

the general economic climate;

competition from other apartment communities and other housing options;

local conditions, such as loss of jobs or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates;

changes in governmental regulations and the related cost of compliance;

increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents;

changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; and

changes in interest rates and the availability of financing.

Competition could limit the Partnership’s ability to lease apartments or increase or maintain rents.

The Partnership’s apartment property competes for residents with other housing alternatives, including other rental apartments, condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing in a particular area could adversely affect the Partnership’s ability to lease apartments and to increase or maintain rental rates. The current challenges in the credit and housing markets have increased housing inventory that competes with the Partnership’s property.

Laws benefiting disabled persons may result in the Partnership’s incurrence of unanticipated expenses.

Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990, to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to the Partnership’s property, or affect renovations of the property. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although the Partnership believes that its property is substantially in compliance with present requirements, the Partnership may incur unanticipated expenses to comply with the ADA and the FHAA in connection with the ongoing operation of its property.

Potential liability or other expenditures associated with potential environmental contamination may be costly.

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

Moisture infiltration and resulting mold remediation may be costly.

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

Item 2. Property

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

	Date
Property	Acquired	Type of Ownership	Use

The Fairway Apartments (1)	05/18/88	Fee ownership subject to a	Apartment
Plano, Texas		first and second mortgage	256 units

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

OnIn ~~June~~October 102009, ~~2008,~~ the Partnership ~~sold~~entered ~~Brighton~~into ~~Crest~~a ~~Apartments~~sale tocontract with a third party ~~for~~relating ato ~~gross~~the ~~sales~~sale ~~price~~ of ~~$21,500,000.~~its ~~The~~remaining ~~net~~investment ~~proceeds~~property, ~~realized~~The byFairway ~~the~~Apartments ~~Partnership~~for ~~were approximately~~ $2111,~~239~~750,000. During ~~after~~the ~~payment~~fourth ofquarter ~~closing costs~~ of ~~approximately $261~~2009,~~000.~~ ~~The~~the ~~Partnership~~sale ~~used~~contract ~~approximately~~was ~~$9,723,000~~amended toand ~~repay~~ the ~~first and~~sale ~~second~~price ~~mortgages~~was ~~encumbering~~reduced ~~the~~to ~~property~~$11,650,000. The Partnership ~~realized~~determined athat ~~gain~~the onheld for sale ofcriteria ~~discontinued~~were ~~operations~~met ofat ~~approximately $15,392,000 during the year ended~~ December 31, ~~2008~~2009 asand atherefore ~~result of~~ the ~~sale.~~Partnership Inis reporting ~~addition,~~ the ~~Partnership recorded~~assets aand ~~loss~~liabilities ~~on extinguishment~~ of ~~debt~~The ofFairway ~~approximately~~Apartments ~~$2,800,000~~as ~~due~~held tofor ~~the~~sale ~~write-off~~at ofDecember ~~unamortized~~31, ~~loan~~2009 ~~costs~~ and ~~the~~2008 ~~payment~~and ofits aoperations ~~prepayment~~as ~~penalty associated~~discontinued ~~with~~operations for the ~~repayment~~years ofended ~~the~~December ~~first and second mortgages of approximately $2~~31,~~464,000.~~ ~~The~~2009 ~~loss~~and ~~on extinguishment of debt is included in loss from discontinued operations~~2008.

On ~~June~~February 26, ~~2008~~2010, the Partnership sold The ~~Village~~Fairway Apartments, its sole investment property, to a third party for a ~~gross~~total sales price of $911,~~355~~650,000. The net proceeds realized by the Partnership were approximately $92,~~136~~569,000 after payment of closing costs of approximately $~~219~~214,000. ~~The~~and the assumption of the first and second mortgages ~~Partnership~~encumbering ~~used~~the property of approximately $58,~~207~~867,000 ofby the ~~net~~buyer. ~~proceeds~~The Partnership used approximately $445,000 to repay ~~the~~amounts ~~first and~~owed ~~second~~to ~~mortgages~~affiliates ~~encumbering~~ of the ~~property~~Managing General Partner. The Partnership ~~realized~~anticipates recognizing a gain, onduring ~~sale~~the offirst ~~discontinued~~quarter ~~operations~~of 2010, of approximately $65,~~624~~075,000 ~~during the year ended December 31, 2008~~ as a result of the sale. In addition, the Partnership ~~recorded~~anticipates recognizing a loss on extinguishment of debt, during the first quarter of ~~approximately~~ 2010, of approximately $1126,~~106,~~000 ~~due~~as toa result of the write- off of unamortized loan costs. ~~and~~As ~~the payment of~~ a ~~prepayment~~result ~~penalty associated with~~ of the ~~repayment~~sale of ~~the~~its ~~first~~sole ~~and second~~investment ~~mortgages of approximately $905~~property,~~000.~~ ~~The~~the ~~loss~~Partnership onexpects ~~extinguishment~~to ~~of debt~~liquidate isby ~~included~~December in31, ~~loss from discontinued operations~~2010.

Subsequent to December 31, 2009, the Partnership distributed approximately $1,277,000 to the limited partners or $45.00 per limited partnership unit from proceeds from the February 2010 sale of The Fairway Apartments.

Schedule of Property

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

	Gross
	Carrying	Accumulated	Depreciable	Method of	Federal
Property	Value	Depreciation	Life	Depreciation	Tax Basis
	(in thousands)				(in thousands)
The Fairway	$12,~~325~~841	$56,~~793~~556	5-30 yrs	S/L	$7,~~089~~232
Apartments

See "Note A" of the financial statements included in "Item 8. Financial Statements and Supplementary Data" for the Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness

The following table sets forth certain information relating to the loans encumbering the Partnership's property.

	Principal				Principal
	Balance At				Balance
	December 31,	Interest	Period	Maturity	Due At
Property	~~2008~~2009	Rate (1)	Amortized	Date	Maturity (2)
	(in thousands)				(in thousands)
The Fairway
Apartments
1st mortgage	$ 5,~~096~~049	7.27%	20 years	01/01/21	$ 4,163
2nd mortgage	3,~~878~~836	6.36%	20 years	01/01/21	3,081
Total	$ 8,~~974~~885				$ 7,244

(1) Fixed rate mortgages.

(2) See "Item 8. Financial Statements and Supplementary Data - Note B" for information with respect to the Partnership’s ability to prepay the loans and other details about the loans.

On June 30, 2008, the Partnership obtained a second mortgage loan in the principal amount of $3,900,000 on The Fairway Apartments. The second mortgage loan bears interest at a fixed rate of 6.36% per annum and requires monthly payments of principal and interest of approximately $24,000 beginning on August 1, 2008 through the January 1, 2021 maturity date, at which time a balloon payment of approximately $3,081,000 is due. The Partnership may prepay the second mortgage loan subject to a prepayment penalty. In connection with the second mortgage loan, the Partnership also agreed to certain modifications of the existing mortgage loan encumbering The Fairway Apartments. The modification includes a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $35,000, beginning August 1, 2008 through the maturity date of January 1, 2021, at which time a balloon payment of approximately $4,163,000 iswas due. The previous terms of the existing mortgage loan consisted of a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $52,000 through the maturity date of January 1, 2021, at which date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan subject to a prepayment penalty. As a condition of both loans, the lenders required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carveout obligations of the Partnership with respect to the loans. In connection ~~with~~ with the second mortgage the Partnership incurred loan costs of approximately $89,000 which have been capitalized and are included in other assets. In connection with the sale of The Fairway Apartments in February 2010 both of the mortgage loans were assumed by the buyer.

Rental Rates and Occupancy

Average annual rental rates and occupancy for ~~2008~~2009 and ~~2007~~2008 for the property are as follows:

	Average Annual		Average
	Rental Rates		Occupancy
	(per unit)
Property	~~2008~~2009	~~2007~~2008	~~2008~~2009	~~2007~~2008
The Fairway Apartments	$8,~~719~~678	$8,~~252~~719	9594%	9795%

AsThe ~~noted under "Item 1. Business", the~~ Partnership's property is subject to competition from other residential apartment complexes in the area. The Managing General Partner believes that the property is adequately insured. The 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. The property is in good physical condition subject to normal depreciation and deterioration as is typical for an asset of this type and age.

Real Estate Taxes and Rate

Real estate taxes and rate in ~~2008~~2009 for the property were as follows:

	2008	2008
	2009	2009
	Taxes	Rate
	(in thousands)
The Fairway Apartments	$~~214~~211	2.1115%

Capital Improvements

Brighton Crest Apartments

During the year ended December 31, 2008, the Partnership completed approximately $286,000 of capital improvements at Brighton Crest Apartments, consisting primarily of floor covering replacements, interior building improvements and kitchen and bath upgrades. These improvements were funded from insurance proceeds, operating cash flow and advances from AIMCO Properties, L.P. On June 10, 2008, the Partnership sold Brighton Crest Apartments to a third party.

The Fairway Apartments

During the year ended December 31, ~~2008~~2009 the Partnership completed approximately $1516,~~011,~~000 of capital improvements at The Fairway Apartments consisting primarily of appliance and floor covering ~~and~~ ~~appliance~~ replacements, ~~HVAC~~kitchen ~~replacements,~~and ~~structural~~bath upgrades, ~~kitchen~~sidewalk and asphalt ~~bath~~replacement ~~upgrades~~ and ~~swimming~~structural ~~pool~~and ~~improvements~~electrical upgrades. These improvements were funded from operating cash flow and advances from AIMCO Properties, L.P. The ~~Partnership regularly evaluates the capital~~ ~~improvement needs of the property. While the~~ Partnership has no material commitments for property improvements and replacements,. ~~certain~~The ~~routine~~Partnership ~~capital expenditures~~sold ~~are~~The ~~anticipated~~Fairway ~~during~~Apartments ~~2009. Such capital expenditures will depend~~ on ~~the~~February ~~physical condition of the property as well as anticipated cash flow~~26, ~~generated by the property~~2010.

The Village Apartments

During the year ended December 31, 2008, the Partnership completed approximately $124,000 of capital improvements at The Village Apartments, consisting primarily of structural improvements, interior kitchen upgrades and floor covering replacements. These improvements were funded from operating cash flow and advances from AIMCO Properties, L.P. On June 26, 2008, the Partnership sold The Village Apartments to a third party.

Capital expenditures will be incurred only if cash is available from operations, advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances, and Partnership reserves. To the extent that such capital improvements are completed, the Partnership’s distributable cash flow, if any, may be adversely affected at least in the short term.

Item 3. Legal Proceedings

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also ~~contended~~ contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts ~~will~~have bebeen dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The ~~Partnership~~ Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The ~~Managing~~parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The Managing General Partner is uncertain as to the amount of any ~~additional~~ loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any ~~additional~~ loss will occur or a potential range of loss.

ItemPART 4. Submission of Matters to a Vote of Security HoldersII

During the quarter ended December 31, 2008, no matter was submitted to a vote of unit holders through the solicitation of proxies or otherwise.

PART II

The Partnership, a publicly-held limited partnership, offered and sold 28,371.75 Limited Partnership Units (the "Units") aggregating $28,376,000. As of December 31, ~~2008~~2009, there were 1,~~130~~107 holders of record owning an aggregate of 28,371.75 Units. Affiliates of the Managing General Partner owned 17,824 Units or 62.82% at December 31, ~~2008~~2009. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

The Partnership distributed the following amounts during the ~~year~~years ended December 31, ~~2008~~2009 and ~~2007~~2008 (in thousands, except per unit data).

	Year Ended	Per Limited	Year Ended	Per Limited
	December 31, 2008	Partnership Unit	December 31, 2007	Partnership Unit
	December 31,	Partnership	December 31,	Partnership
Sale(1)	$ 4,406	$150.64	$ --	$ --
	2009	Unit	2008	Unit
Financing (2)	3,590	122.73	--	--
Sale(1)	$ --	$ --	$ 4,406	$150.64
	$ 7,996	$273.37	$ --	$ --
Sale(2)	215	7.33	--	--
Financing (3)	--	--	3,590	122.73
	$ 215	$ 7.33	$ 7,996	$273.37

(1) Sale proceeds from the 2008 ~~sale~~sales of Brighton Crest Apartments and The ~~Village~~ ~~Apartments~~Village.

(2) ~~Financing~~Distribution ~~proceeds~~attributed to all partners during 2009 from the 2008 ~~second~~payment ~~mortgage~~of ~~obtained~~Georgia withholding taxes paid on ~~The~~behalf ~~Fairway~~of ~~Apartments~~all partners in connection with the 2008 sale of Brighton Crest Apartments.

~~Future cash distributions~~(3) Financing ~~will~~proceeds ~~depend on the levels of cash generated~~ from ~~operations and~~ the ~~timing~~2008 ~~of debt~~second ~~maturities,~~mortgage ~~property~~obtained ~~sale~~on ~~and/or refinancings.~~ The ~~Partnership’s cash~~Fairway ~~available for distribution is reviewed on a monthly basis~~Apartments. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital improvement expenditures, to permit distributions to its partners in 2009 or subsequent periods.

InSubsequent ~~addition~~ to ~~its indirect ownership of the~~ ~~managing general partner interest in the Partnership, AIMCO and its affiliates owned 17,824 Units in the Partnership representing 62.82% of the outstanding Units at~~ December 31, 2008. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties2009, ~~L.P.,~~ the ~~operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the~~ Partnership ~~Agreement,~~ ~~unitholders~~distributed ~~holding~~approximately ~~a majority of the Units are entitled to take action with respect to a variety of matters that include~~$1, ~~but are not limited to~~277,000 ~~voting on certain amendments~~ to the ~~Partnership Agreement and voting to~~ remove the Managing General Partner. As a result of its ownership of 62.82% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners ofor ~~the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder~~$45.00 Asper alimited ~~result,~~partnership ~~the~~unit ~~duties~~from ofproceeds ~~the~~from ~~Managing General Partner, as managing general partner, to~~ the ~~Partnership and its limited partners may come~~ ~~into~~February ~~conflict~~2010 ~~with~~sale ~~the duties~~ of ~~the~~The ~~Managing~~Fairway ~~General Partner to AIMCO as its sole stockholder~~Apartments.

Future cash distributions will depend on the levels of cash generated from operations in 2010 and the February 2010 sale of the Partnership’s remaining investment property after consideration of expenses to be incurred associated with the anticipated liquidation of the Partnership during 2010. The Partnership’s cash available for distribution will be reviewed on a quarterly basis.

In addition to its indirect ownership of the managing general partner interest in the Partnership, AIMCO and its affiliates owned 17,824 Units in the Partnership representing 62.82% of the outstanding Units at December 31, 2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 62.82% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

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 Managing General Partner must consent to any transfer.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment property to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. 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, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions, accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

Results of Operations

The Partnership’s net ~~income~~loss for the year ended December 31, ~~2008~~2009 was approximately $15520,~~829,~~000 compared ~~to a~~with net ~~loss~~income of approximately $115,~~215~~829,000 for the year ended December 31, ~~2007. The increase in net income for the year ended December 31,~~ 2008 is primarily due to the recognition of gain on sale of discontinued operations and an increase in total revenues, partially offset by an increase in minority interest in net earnings of joint venture, an increase in loss from discontinued operations and an increase in total expenses.

InThe ~~accordance~~decrease ~~with~~in ~~Statement of~~net ~~Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the~~income ~~Impairment or Disposal of Long-Lived Assets”, the accompanying statements of operations~~ for the year ended December 31, ~~2007~~2009 ~~have~~is ~~been~~due ~~restated~~primarily to ~~reflect the operations of Brighton Crest Apartments and The Village Apartments as discontinued operations as~~ a ~~result~~decrease ofin ~~the~~gain on sale of ~~the~~discontinued ~~respective~~operations ~~properties during~~and ~~June~~to ~~2008. Brighton~~a ~~Crest~~lesser ~~Apartments~~extent ~~was~~a ~~sold~~decrease onin ~~June 10, 2008. The~~casualty ~~Village Apartments was sold on June 26~~gain, ~~2008.~~partially Inoffset ~~addition,~~by ~~the~~a ~~consolidated balance~~decrease ~~sheet~~in asloss offrom ~~December 31, 2007 has been restated to reflect the~~discontinued ~~respective assets and liabilities of both properties as held for sale due to their sale in June 2008~~operations.

The consolidated statements of discontinued operations for the years ended December 31, 2009 and 2008 reflect the operations of The Fairway Apartments as loss from discontinued operations and the balance sheets as of December 31, 2009 and 2008 reflect the assets and liabilities as held for sale as a result of the Partnership determining that the held for sale criteria were met at December 31, 2009. The consolidated statements of discontinued operations for the year ended December 31, 2008 also reflect the operations of Brighton Crest Apartments, which sold on June 10, 2008, and The Village Apartments, which sold on June 26, 2008, as loss from discontinued operations.

On February 26, 2010, the Partnership sold The Fairway Apartments, its sole investment property, to a third party for a total sales price of $11,650,000. The net proceeds realized by the Partnership were approximately $2,569,000 after payment of closing costs of approximately $214,000 and the assumption of the first and second mortgages encumbering the property of approximately $8,867,000 by the buyer. The Partnership used approximately $445,000 to repay amounts owed to affiliates of the Managing General Partner. The Partnership anticipates recognizing a gain, during the first quarter of 2010, of approximately $5,075,000 as a result of the sale. In addition, the Partnership anticipates recognizing a loss on extinguishment of debt, during the first quarter of 2010, of approximately $126,000 as a result of the write off of unamortized loan costs. As a result of the sale of its sole investment property, the Partnership expects to liquidate by December 31, 2010.

On June 10, 2008, the Partnership sold Brighton Crest Apartments to a third party for a gross sales price of $21,500,000. The net proceeds realized by the Partnership were approximately $21,239,000 after payment of closing costs of approximately $261,000. The Partnership used approximately $9,723,000 to repay the first and second mortgages encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $15,392,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $2,800,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the repayment of the first and second mortgages of approximately $2,464,000. The loss on extinguishment of debt is included in loss from discontinued operations.

On June 26, 2008, the Partnership sold The Village Apartments to a third party for a gross sales price of $9,355,000. The net proceeds realized by the Partnership were approximately $9,136,000 after payment of closing costs of approximately $219,000. The Partnership used approximately $5,207,000 of the net proceeds to repay the first and second mortgages encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $6,624,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $1,106,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the repayment of the first and second mortgages of approximately $905,000. The loss on extinguishment of debt is included in loss from discontinued operations.

The following ~~table~~tables ~~presents~~present summarized results of operations related to the Partnership’s discontinued operations for ~~the~~year ~~years~~ ended December 31, ~~2008~~2009 and ~~2007~~2008 (in thousands):

	Year Ended December 31, 2008
	Year Ended December 31, 2009
	Brighton Crest	The Village
	The Fairway
	Apartments	~~Apartments~~Other	Total
Revenues	$ 12,~~155~~353	$ ~~633~~8	$ 12,~~788~~361
Expenses	(12,~~386~~750)	(~~837~~131)	(2,~~223~~881)
Loss on extinguishment of debt	(2,800)	(1,106)	(3,906)
Loss from discontinued operations	$ (397)	$ (123)	$ (520)
Casualty gain	33	--	33
Loss from discontinued operations	$(2,998)	$(1,310)	$(4,308)

	Year Ended December 31, 2007
	Year Ended December 31, 2008
	Brighton Crest	The Village
		Brighton
	Apartments	Apartments	Total
	The Fairway	Crest	The Village
Revenues	$ 2,553	$ 1,273	$ 3,826
	Apartments	Apartments	Apartments	Other	Total
Expenses	(2,957)	(1,570)	(4,527)
Revenues	$ 2,393	$ 1,155	$ 633	$ 6	$ 4,187
Casualty gain	17	--	17
Expenses	(2,777)	(1,386)	(837)	(257)	(5,257)
Loss from discontinued operations	$ (387)	$ (297)	$ (684)
Loss on extinguishment
of debt	--	(2,800)	(1,106)	--	(3,906)
Casualty gain	--	33	--	--	33
Loss from discontinued
operations	$ (384)	$(2,998)	$(1,310)	$ (251)	$(4,943)

In September 2007, Brighton Crest Apartments suffered fire damage to two of its rental units. The cost to repair the units was approximately $38,000. Insurance proceeds of approximately $5,000 and $20,000 were received during the years ended December 31, 2008 and 2007, respectively. The Partnership recognized a casualty gain of approximately $17,000 as a result of the receipt of approximately $20,000 in insurance proceeds net of the write off of undepreciated assets of approximately $3,000 during the year ended December 31, 2007. The Partnership recognized an additional casualty gain of approximately $5,000 during the year ended December 31, 2008.

In August 2007, Brighton Crest Apartments suffered water damage to two of its rental units. The cost to repair the units was approximately $42,000. Insurance proceeds of approximately $33,000 were received during the year ended December 31, 2008. The Partnership recognized a casualty gain of approximately $28,000 as a result of the receipt of approximately $33,000 in insurance proceeds net of the write off of undepreciated assets of approximately $5,000 during the year ended December 31, 2008.

~~Total~~The ~~revenues~~Partnership ~~increased~~recognized losses from discontinued operations of approximately $520,000 and $4,943,000 for the ~~year~~years ended December 31, ~~2008~~2009 ~~due~~and to2008, ~~increases~~respectively. The decrease in loss ~~both~~from ~~rental~~discontinued ~~income~~operations ~~and other~~for ~~income.~~the ~~The~~year ~~increase~~ended inDecember ~~rental~~31, ~~income~~2009 is due to a andecrease ~~increase~~ in ~~the~~total ~~average rental~~expenses, ~~rate~~partially atoffset ~~The~~by ~~Fairway~~a ~~Apartments~~decrease in total revenues. Total expenses and atotal ~~decrease~~revenues indecreased ~~bad~~for ~~debt~~the ~~expense~~year ended December 31, 2009 ~~partially~~as ~~offset~~a byresult aof ~~decrease~~the insales ~~occupancy.~~of ~~Other~~Brighton ~~income~~Crest ~~increased~~Apartments ~~due~~and toThe ~~increases~~Village Apartments in ~~lease~~June ~~cancellation~~2008 ~~fees~~(as discussed above). The Partnership’s remaining investment property, ~~resident~~The ~~utility~~Fairways Apartments, had a loss from discontinued operations of ~~payments~~approximately $397,000 and ~~application~~$384,000 ~~fees~~for atthe ~~The~~years ~~Fairway~~ended ~~Apartments.~~December 31, 2009 and 2008, respectively.

Total ~~expenses~~revenues ~~increased~~for The ~~during~~Fairways Apartments decreased for the year ended December 31, ~~2008~~2009 due to ~~increases in operating,~~a ~~depreciation,~~decrease ~~general and administrative and property tax expenses. Interest expense remained relatively constant for the comparable periods. The increase~~ in ~~operating~~ ~~expense~~rental isincome, ~~due to increases in property and maintenance expenses~~ partially offset by a ~~decrease~~slight ~~in insurance expense. The~~ increase in ~~property~~other ~~expense is due to increases in payroll and utility expenses~~income. Rental ~~The~~income ~~increase~~decreased ~~in maintenance expense is primarily~~ due to ~~increases~~decreases in ~~electrical~~occupancy ~~supply costs~~ and the aaverage ~~decrease~~rental inrate ~~capitalized~~at ~~payroll~~The ~~costs~~Fairway Apartments. ~~Depreciation~~Other ~~expense~~income increased due to an ~~new~~increase ~~assets~~in ~~being~~trash ~~placed~~fees ~~into~~received ~~service~~from atresidents ~~The~~as ~~Fairway~~part ~~Apartments. Property taxes~~of ~~increased~~a ~~due~~new torevenue anprogram implemented ~~increase~~ in ~~the~~July ~~assessed~~2009, ~~value~~partially ~~and~~offset ~~tax~~by ~~rate~~a ofdecrease ~~The Fairway~~in ~~Apartments.~~lease ~~Insurance~~cancellation fees ~~expense~~and ~~decreased~~application fees due to a ~~decrease~~lower inapartment ~~hazard insurance~~turnover ~~premiums~~rate ~~at The Fairway Apartments~~during 2009.

InTotal ~~March~~expenses ~~2008,~~for The Fairways ~~Fairway~~ Apartments ~~suffered~~ ~~fire~~decreased ~~damage~~for tothe ~~four~~year ~~rental~~ended ~~units. The~~December ~~cost~~31, to2009 ~~repair~~due ~~the~~to ~~units~~a ~~was~~decrease ~~approximately~~in ~~$27~~operating expense,~~000~~ ~~and~~partially isoffset ~~included~~by an increase in ~~operating~~depreciation expense. Interest and property tax expenses remained relatively constant for the comparable periods. Operating ~~Subsequent~~expense decreased due to decreases ~~December~~in 31advertising, ~~2008~~property, ~~the~~property ~~Partnership~~administrative ~~received~~and maintenance expenses, partially offset by an increase in insurance ~~proceeds~~expense. Advertising ofexpense decreased ~~approximately~~due to an increase in web based advertising versus print advertising ~~$17,000,~~which ~~net~~was ofdetermined ~~deductibles~~to be more expensive and a less effective marketing tool. Property ~~The~~expense ~~insurance~~decreased ~~proceeds~~due ~~were~~to ~~recorded~~decreases asin autility costs and ~~receivable~~salaries asand ofrelated ~~December~~benefits. 31Administrative expense decreased due to decreases in credit card service fees, ~~2008~~professional fees, legal fees and ~~are~~personnel costs. Maintenance ~~also~~expenses ~~included~~decreased asdue to decreases in electrical supplies and repair costs associated with a ~~reduction~~fire ofin March 2008, partially offset ~~operating~~by ~~expenses~~an increase in interior building improvements. Insurance Noexpense increased ~~future~~due to an increase in the cost of hazard insurance ~~proceeds~~premiums. Depreciation expense increased primarily due to assets placed into service during the year which are ~~expected.~~now being depreciated.

~~During~~In March ~~the~~2008, ~~third~~The ~~quarter~~Fairway ofApartments ~~2008,~~suffered ~~the~~fire damage to four rental units. ~~Partnership~~The ~~had~~cost ~~accrued~~to repair the units was approximately $2527,000 ofand ~~clean~~was upincluded ~~costs~~in operating ~~for~~expenses ~~estimated damages~~during ~~suffered~~the atyear ended December 31, 2008. The ~~Fairways~~Partnership received ~~Apartments~~insurance ~~from~~proceeds ~~Hurricane~~of ~~Ike.~~approximately ~~These~~$17,000, ~~costs~~net ~~were~~of deductibles, during ~~included~~the inyear ~~operating~~ended ~~expenses~~December 31, 2009. ~~During~~The ~~the~~insurance ~~fourth~~proceeds ~~quarter~~were recorded as a receivable as of December 31, 2008 ~~this~~and ~~estimate was~~were ~~reversed~~also included as ~~the~~a ~~actual~~reduction ~~clean~~of operating upexpenses. ~~costs~~No ~~incurred~~future ~~were~~insurance ~~minimal~~proceeds are expected.

~~General and administrative~~In ~~expenses~~June ~~increased~~2009, ~~primarily~~The ~~due~~Fairways toApartments ansuffered ~~increase~~wind inand ~~costs~~hail ~~associated~~damage ~~with~~to ~~the modification~~ several of its ~~the~~apartment ~~existing~~buildings ~~mortgage encumbering~~and ~~The~~the ~~Fairway~~office ~~Apartments~~building. ~~along~~The ~~with~~cost anto ~~increase~~repair inthe ~~audit costs,~~damaged ~~partially~~buildings ~~offset~~is byapproximately a$217,000. ~~decrease~~Subsequent into ~~management~~December ~~reimbursements~~31, as2009 ~~a result of~~ the ~~sale~~Partnership ofreceived ~~two~~insurance ~~properties~~proceeds ~~during~~of ~~2008.~~approximately ~~Included~~$129,000 ~~in general~~ and ~~administrative~~ ~~expenses~~anticipates ~~for~~receiving ~~the~~an ~~years~~additional ~~ended December 31~~$82,000 ~~2008~~of ~~and~~insurance ~~2007~~proceeds. ~~are~~The ~~management~~total ~~reimbursements~~expected toinsurance ~~the~~proceeds ~~Managing~~are ~~General~~expected ~~Partner~~to ascover ~~allowed under~~ the ~~Partnership Agreement.~~repair ~~Also included in general and administrative expenses for both periods are~~ costs ~~associated with quarterly~~ and ~~annual~~no ~~communications with investors and~~loss ~~regulatory~~will ~~agencies~~be ~~and~~recognized ~~the~~related ~~annual~~to ~~audit~~this ~~required~~casualty ~~by the Partnership Agreement~~event.

~~The~~General and ~~Partnership~~administrative ~~owns~~expenses andecreased for the year ended December 31, 2009 ~~82.5%~~primarily ~~general~~due ~~partner~~to ~~interest~~decreases in ~~the~~management ~~Sterling~~reimbursements ~~Crest~~as ~~Joint~~a ~~Venture~~result ~~("Joint~~of a ~~Venture")~~decrease ~~which~~in ~~operates~~the ~~Brighton~~reimbursement ~~Crest Apartments~~costs, ~~which~~the ~~was~~sale ~~sold~~of ontwo properties during June ~~10,~~ 2008, and ascosts ~~discussed~~associated ~~above.~~with the modification of the existing mortgage encumbering The ~~Partnership~~Fairway ~~exercises~~Apartments ~~control~~during ~~over~~June 2008. Included in general and administrative expenses for the ~~activities~~years ended December 31, 2009 and 2008 are ofmanagement reimbursements to the ~~Joint~~Managing ~~Venture~~General Partner as allowed under the Partnership Agreement. Also included in ~~accordance~~general and administrative expenses are costs associated with the ~~Joint~~quarterly ~~Venture~~and ~~Agreement.~~annual ~~The~~communications with ~~minority~~investors ~~partner~~and isregulatory anagencies ~~affiliated~~and ~~public~~the ~~partnership.~~annual audit required by the Partnership Agreement.

AsThe aPartnership ~~result~~owned ~~of the use of~~an ~~the~~82.5% ~~equity~~general ~~method of accounting for the minority~~ partner's ~~investment~~interest in the ~~joint~~ ~~venture,~~Sterling ~~the~~Crest ~~minority interest had been reduced to zero in prior periods. When the~~ Joint Venture ~~makes distributions in excess of the minority partner's~~("Joint ~~investment~~Venture") ~~balance,~~which ~~the~~operated ~~Partnership~~Brighton asCrest ~~the~~Apartments ~~majority~~and ~~partner,~~was ~~records~~sold ~~a charge equal to the minority partner's excess distribution over the investment balance. This charge would be classified as distributions to minority interest partner in excess of investment~~ on ~~the~~June ~~consolidated statements of operations. Losses are allocated to the minority partner to the extent they do not create a minority deficit~~10, ~~in which case, the Partnership recognizes 100% of the losses in~~ ~~operating income~~2008. The Partnership ~~will~~exercised ~~recognize~~control ~~100%~~over ofthe ~~future~~activities ~~net income~~ of the Joint Venture ~~to the extent of previously unallocated losses and~~ ~~distributions.~~in ~~Distributions~~accordance towith the ~~minority~~Joint ~~partner~~Venture ~~had previously reduced its investment balance to zero in prior years~~Agreement. The ~~minority~~noncontrolling partner’s ~~share of unallocated losses and distributions~~ was ~~approximately~~ ~~$1,055,000~~an ataffiliated ~~December~~public ~~31, 2007~~partnership.

~~The~~As ~~Joint Venture had net income of approximately $12,392,000 and~~ a ~~net~~result ~~loss~~ of ~~approximately~~the ~~$386,000~~use ~~for~~of the ~~years~~equity ~~ended~~method ~~December~~of ~~31,~~accounting ~~2008~~for ~~and~~the ~~2007,~~noncontrolling ~~respectively. The minority~~ partner's ~~share~~ ofinvestment ~~net~~in the ~~income~~joint ~~for~~venture, the ~~year~~noncontrolling ~~ended~~interest ~~December~~had ~~31,~~been ~~2008~~reduced ~~was~~to ~~approximately~~zero in prior ~~$2,299,000~~periods. ~~and~~When the ~~minority~~Joint ~~partner’s~~Venture ~~share~~made ofdistributions ~~net~~in ~~loss~~excess ~~for~~of the ~~year ended~~ ~~December~~noncontrolling ~~31,~~partner's ~~2007~~investment ~~was approximately $68~~balance,~~000. However,~~ the Partnership ~~recognized approximately $1~~,~~055,000~~ ofas the ~~minority~~ controlling partner’s, ~~share~~recorded ofa ~~net income~~charge ~~for~~equal to the ~~year~~noncontrolling ~~ended~~partner's ~~December~~excess distribution ~~31,~~over ~~2008~~the ~~which~~investment ~~was~~balance. ~~equal~~This tocharge ~~previous unallocated~~would ~~losses~~be ~~and~~classified as distributions ofto the ~~minority~~noncontrolling interest partner. ~~The~~in ~~Partnership recognized~~excess ~~100%~~ of investment on the ~~net~~consolidated ~~loss~~statements ~~for~~of ~~the~~operations. ~~year~~Losses ~~ended~~were ~~December~~allocated ~~31,~~to ~~2007~~the noncontrolling ~~due~~partner to the ~~minority~~ ~~partner’s~~extent ~~investment~~they ~~balance~~did ~~being~~not ~~reduced~~create toa ~~zero~~noncontrolling deficit, in ~~2002.~~which ~~For~~case the ~~year~~ ~~ended~~Partnership ~~December~~recognized ~~31,~~100% ~~2008,~~of the ~~Joint~~losses ~~Venture distributed approximately~~in ~~$7,108,000~~operating ofincome. ~~sale~~The ~~proceeds~~Partnership towould ~~its~~recognize ~~partners,~~100% of ~~which~~future ~~approximately~~net ~~$1,244,000~~income of ~~was~~the ~~distributed~~Joint Venture to the ~~minority~~extent ~~partner. There~~of ~~were~~previously nounallocated ~~distributions~~losses ~~from~~and ~~the~~distributions. ~~Joint~~Distributions ~~Venture~~ to ~~its partners for~~ the ~~year~~noncontrolling ~~ended~~partner ~~December~~had ~~31, 2007. At~~previously ~~December~~reduced ~~31,~~its ~~2008~~investment ~~the~~balance ~~Joint~~to ~~Venture~~zero ~~has~~in ~~been~~prior ~~liquidated~~years.

The Joint Venture had net income of approximately $12,392,000 for the year ended December 31, 2008. The noncontrolling partner’s share of net income for the year ended December 31, 2008 was approximately $2,299,000. However, the Partnership recognized approximately $1,055,000 of the noncontrolling partners’ share of net income for the year ended December 31, 2008 which was equal to previous unallocated losses and distributions of the noncontrolling partner. For the year ended December 31, 2008, the Joint Venture distributed approximately $7,108,000 of sale proceeds to its partners, of which approximately $1,244,000 was distributed to the noncontrolling partner. At December 31, 2008 the Joint Venture had been liquidated.

Liquidity and Capital Resources

At December 31, ~~2008~~2009, the Partnership had cash and cash equivalents of approximately $~~267~~43,000 compared towith approximately $98267,000 at December 31, ~~2007~~2008. Cash and cash equivalents ~~increased~~decreased approximately $~~169~~224,000 since December 31, ~~2007~~2008 due to approximately $28568,~~736,~~000 of cash ~~provided~~used byin investing activities, partially offset by ~~approximately~~ approximately $27277,~~616,~~000 and $~~951~~67,000 of cash ~~used~~provided inby ~~financing~~operating and ~~operating~~ financing activities, respectively. Cash ~~provided~~used byin investing activities consisted of ~~proceeds~~ ~~from the sales of Brighton Crest Apartments and The Village Apartments, withdrawals from restricted escrows and insurance proceeds received partially offset by~~ property improvements and replacements. Cash ~~used~~provided inby financing ~~activities~~ activities consisted of ~~distributions to partners, distributions to minority interest partner, repayment of~~ advances received from an affiliate of the Managing ~~General~~ General Partner, ~~the repayment of the debt encumbering Brighton Crest Apartments and The Village Apartments, prepayment penalties paid, payment of loan costs and monthly payments on mortgage loans,~~ partially offset by ~~the~~payments ~~receipt~~on of advances from an affiliate of the Managing General Partner and ~~proceeds~~principal ~~from~~payments ~~the~~made ~~second mortgage obtained~~ on ~~The~~the mortgages ~~Fairway~~encumbering ~~Apartments.~~the ~~The~~ Partnership’s ~~invests~~investment ~~its working capital reserves in interest bearing accounts~~property.

During the ~~years~~year ended December 31, ~~2008 and 2007~~2009, AIMCO Properties, L.P., an affiliate of the Managing ~~General~~ General Partner, advanced the Partnership approximately $~~867~~215,000 ~~and $1,474,000, respectively,~~ to pay ~~operational~~ operating expenses and capital ~~expenditures~~improvements ~~for~~at ~~all~~The ~~three investment~~Fairways ~~properties~~Apartments. ~~Interest~~During onthe ~~advances is charged at prime plus 1%.~~year ~~Interest~~ended ~~expense~~December on31, ~~these~~2008, ~~advances was~~ approximately $~~151~~867,000 ~~and~~was ~~$297,000~~advanced ~~for~~ to the ~~years~~Partnership to ~~ended~~pay ~~December~~operational ~~31,~~expenses ~~2008~~ and ~~2007,~~capital ~~respectively~~improvements for all three investment properties. During the ~~year~~years ended December 31, 2009 and 2008, the Partnership repaid AIMCO Properties, L.P. approximately $60,000 and $5,172,000, respectively, which included approximately $1,000 and $684,000 of accrued interest, ~~with sale proceeds~~respectively. ~~During~~Interest on the ~~year~~advances ~~ended~~was charged at prime plus 1% (4.25% at December 31, ~~2007,~~2009). Interest expense on the ~~Partnership~~advances ~~repaid~~was ~~AIMCO~~approximately ~~Properties~~$3,000 ~~L.P.~~and ~~approximately~~ $~~399~~151,000, ~~which~~for ~~included~~the ~~approximately~~years ~~$6,000~~ended ~~of interest~~December 31, ~~with~~2009 ~~financing~~and ~~proceeds~~2008, respectively. At December 31, ~~2007~~2009, the amount of outstanding ~~loans~~advances and accrued interest ~~due~~owed to AIMCO Properties, L.P. was approximately $4158,~~154,~~000 and is included in due to affiliates. There were no advances or accrued interest owed at December 31, 2008. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. Subsequent to December 31, 2009, approximately $277,000 was advanced to the Partnership to pay property taxes and operating expenses at The Fairway Apartments. In addition, the Partnership repaid approximately $445,000 of principal and accrued interest subsequent to December 31, 2009 with proceeds from the February 2010 sale of The Fairways Apartments.

The ~~sufficiency~~Partnership’s ~~of existing liquid~~ assets toare ~~meet~~thought ~~future~~to ~~liquidity~~be ~~and~~sufficient ~~capital~~for ~~expenditure~~any ~~requirements~~near-term isneeds ~~directly~~(exclusive ~~related to the level~~ of capital improvements) ~~expenditures~~of ~~required at~~ the ~~various~~ ~~properties~~Partnership. toThe ~~adequately~~mortgage ~~maintain~~indebtedness ~~the~~encumbering ~~physical assets and other~~The ~~operating~~Fairway ~~needs~~Apartments consists of ~~the~~a ~~Partnership~~first ~~and~~mortgage toof ~~comply~~approximately ~~with Federal~~$5, ~~state~~049,000 and ~~local~~ ~~legal~~a ~~and~~second ~~regulatory~~mortgage ~~requirements.~~of ~~The~~approximately ~~Managing~~$3,836,000 ~~General~~both ~~Partner monitors developments in the area~~ of ~~legal~~which ~~and~~were ~~regulatory~~to ~~compliance.~~mature ~~The Partnership~~on ~~regularly~~January ~~evaluates~~1, ~~the~~2021, ~~capital~~at ~~improvement~~which ~~needs~~time ofballoon ~~the~~payments ~~property.~~of ~~While~~approximately ~~the Partnership~~$4,163,000 ~~has no material commitments for property improvements~~ and ~~replacements~~$3,081,000, ~~certain~~respectively, ~~routine~~were ~~capital expenditures are anticipated during 2009~~due. ~~Such~~ ~~capital~~In ~~expenditures~~connection ~~will~~with ~~depend on~~ the ~~physical~~sale ~~condition~~ of ~~the~~The ~~property~~Fairways ~~and~~Apartments ~~anticipated~~in ~~cash~~February ~~flow~~2010 ~~generated~~both by the ~~property.~~first ~~Capital~~and ~~expenditures~~second ~~will be~~mortgages ~~incurred~~were ~~only~~assumed ~~if cash is available from operations or Partnership~~by ~~reserves. To~~ the ~~extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term~~buyer.

~~The~~On ~~Partnership’s~~June ~~assets~~30, ~~are~~2008, the ~~thought~~Partnership toobtained bea ~~generally~~second ~~sufficient~~mortgage ~~for~~loan ~~any~~in ~~near-term~~the ~~needs~~principal ~~(exclusive~~amount of ~~capital~~ ~~improvements)~~$3,900,000 ofon ~~the~~The ~~Partnership~~Fairway Apartments. The second mortgage ~~indebtedness~~loan ~~encumbering~~bears ~~The~~interest at ~~Fairway~~a ~~Apartments~~fixed ~~consists~~rate of a6.36% ~~first~~per ~~mortgage~~annum and requires monthly payments of principal and interest of approximately $524,~~096~~000 beginning on August 1, 2008 through the January 1, 2021 maturity date, at which time a balloon payment of approximately $3,081,000 ~~and~~was due. The Partnership may prepay the second mortgage loan subject to a prepayment penalty. In connection with the second mortgage loan, the Partnership also agreed to certain modifications of the existing mortgage loan encumbering The Fairway Apartments. The modification includes a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $335,~~878,~~000, ~~both~~beginning ofAugust ~~which~~1, ~~mature~~2008 onthrough the maturity date of January 1, 2021, at which time a balloon ~~payments~~payment of approximately $4,163,000 was due. The previous terms of the existing mortgage loan consisted of a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $352,~~081,~~000 through the maturity date of January 1, 2021, at which ~~respectively~~date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan subject to a prepayment penalty. As a condition of both loans, the lenders required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carveout obligations of the Partnership with respect to the loans. In connection with the second mortgage the Partnership incurred loan costs of approximately $89,000 which have been capitalized and are ~~due~~included in other assets.

~~On June 30, 2008, the~~The Partnership ~~obtained~~distributed ~~a second mortgage loan in~~ the ~~principal~~following ~~amount~~amounts ~~of $3,900,000~~during on The Fairway Apartments. The second mortgage loan bears interest at a fixed rate of 6.36% per annum and requires monthly payments of principal and interest of approximately $24,000 beginning on August 1, 2008 through the ~~January~~ 1,years ~~2021~~ended ~~maturity date, at which time a balloon payment of approximately~~December $331,~~081,000~~ is2009 due. The Partnership may prepay the second mortgage loan subject to a prepayment penalty. In connection with the second mortgage loan, the Partnership also agreed to certain modifications of the existing mortgage loan encumbering The Fairway Apartments. The modification includes a fixed interest rate of 7.27% per annum and ~~monthly payments of principal and interest of approximately $35,000, beginning August 1,~~ 2008 ~~through~~(in ~~the maturity date of January 1~~thousands, ~~2021,~~except ~~at which time a balloon payment of approximately $4,163,000 is due. The previous terms of the existing mortgage loan consisted of a fixed interest rate of 7.27%~~ per ~~annum~~unit ~~and monthly payments of principal and interest of approximately $52,000 through the maturity date of January 1, 2021, at which date the mortgage was scheduled to be fully amortized~~data). The Partnership may prepay the first mortgage loan subject to a prepayment penalty. As a condition of both loans, the lenders required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carveout obligations of the Partnership with respect to the loans. In connection with the second mortgage the Partnership incurred loan costs of approximately $89,000 which have been capitalized and are included in other assets.

On August 31, 2007, the Partnership obtained a second mortgage loan in the principal amount of $800,000 on one of its investment properties, Brighton Crest Apartments, located in Marietta, Georgia. The second mortgage had an interest rate of 5.93% per annum and required monthly payments of principal and interest of approximately $5,000 beginning October 1, 2007, through February 1, 2020. The second mortgage had a balloon payment of approximately $625,000 due at maturity. If no event of default exists at maturity, the maturity date would have been extended for one additional year, to February 1, 2021, during which period the second mortgage would bear interest at the one-month LIBOR rate plus 250 basis points and would require monthly payments of principal and interest. The loans were prepayable subject to a prepayment penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the new loan, loan costs of approximately $47,000 were capitalized and were included in assets held for sale at December 31, 2007. During the year ended December 31, 2008, the mortgages encumbering Brighton Crest Apartments were repaid with proceeds from the June 2008 sale.

	Year Ended	Per Limited	Year Ended	Per Limited
	December 31,	Partnership	December 31,	Partnership
	2009	Unit	2008	Unit

Sale(1)	$ --	$ --	$ 4,406	$150.64
Sale(2)	215	7.33	--	--
Financing (3)	--	--	3,590	122.73
	$ 215	$ 7.33	$ 7,996	$273.37

In connection with the second mortgage loan, the Partnership also agreed to certain modifications on the existing mortgage loan encumbering Brighton Crest Apartments. The modification included an interest rate of 7.16% per annum, monthly payments of principal and interest of approximately $61,000, commencing October (1~~, 2007, through the maturity of February 1, 2022, at which time a~~) Sale ~~balloon~~proceeds ~~payment~~from ~~of approximately $6,862,000 was due. The previous terms were an interest rate of 7.16% per annum through~~ the ~~maturity~~2008 ~~date~~sales of February 1, 2022 and monthly payments of approximately $84,000 through the maturity date, at which date the loan was scheduled to be fully amortized. The loans were prepayable subject to a prepayment penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain obligations and liabilities of the Partnership with respect to the modified loan. During the year ended December 31, 2008, the mortgages encumbering Brighton Crest Apartments ~~were~~and ~~repaid with proceeds from the June~~The ~~2008 sale~~Village.

~~The Partnership distributed~~(2) Distribution ~~the~~attributed ~~following~~to ~~amounts~~all partners during 2009 from the ~~year~~2008 ~~ended~~payment ~~December~~of ~~31,~~Georgia withholding ~~2008~~taxes ~~and~~paid ~~2007~~on (behalf of all partners in connection with the 2008 ~~thousands,~~sale ~~except~~of ~~per~~Brighton ~~unit~~Crest ~~data)~~Apartments.

	Year Ended	Per Limited	Year Ended	Per Limited
	December 31, 2008	Partnership Unit	December 31, 2007	Partnership Unit
Sale(1)	$ 4,406	$150.64	$ --	$ --
Financing (2)	3,590	122.73	--	--
	$ 7,996	$273.37	$ --	$ --

(3) Financing proceeds from the 2008 second mortgage obtained on The Fairway Apartments.

(Subsequent to December 31, 2009, the Partnership distributed approximately $1~~) Sale~~,277,000 to the limited partners or $45.00 per limited partnership unit from proceeds from the February ~~2008~~2010 sale of ~~Brighton~~The ~~Crest~~Fairway Apartments. ~~and The Village Apartments~~

~~(2) Financing~~Future cash distributions ~~proceeds~~will depend on the levels of cash generated from operations in 2010 and the February ~~2008~~2010 ~~second~~sale ~~mortgage~~of ~~obtained~~the onPartnership’s remaining investment property after consideration of expenses to be incurred associated with the anticipated liquidation of the Partnership during 2010. The ~~Fairway~~Partnership’s ~~Apartments~~cash available for distribution will be reviewed on a quarterly basis.

Future cash distributions will depend on the levels of cash generated from operations and the timing of debt maturities, property sale and/or refinancings. The Partnership’s cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital improvement expenditures, to permit distributions to its partners in 2009 or subsequent periods.

Other

In addition to its indirect ownership of the managing general partner interest in the Partnership, AIMCO and its affiliates owned 17,824 limited partnership units (the "Units") in the Partnership representing 62.82% of the outstanding Units at December 31, ~~2008~~2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 62.82% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership’s significant accounting policies is included in "Note A – Organization and Summary of Significant Accounting Policies" which is included in the ~~financial~~consolidated ~~statements~~financial statements in "Item 8. Financial Statements and Supplementary Data". The Managing General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the consolidated financial statements with useful and reliable information about the Partnership’s operating results and financial condition. The preparation of consolidated financial statements in conformity with ~~accounting~~ accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived ~~Assets~~Asset

Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of athe property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the ~~aggregate~~estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

Real property investment is subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership’s investment property. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; ~~and~~ changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an impairment of the Partnership’s ~~assets~~ asset.

~~Capitalized Costs Related to Redevelopment and Construction Projects~~Revenue Recognition

The Partnership ~~capitalizes costs~~generally ~~incurred~~leases inapartment units ~~connection~~for ~~with~~twelve-month ~~capital~~terms ~~expenditure~~or ~~activities, including redevelopment and construction projects~~less. The ~~Costs~~Partnership ~~including~~will ~~interest,~~offer ~~property~~rental ~~taxes~~concessions ~~and~~during ~~operating~~particularly ~~costs~~slow ~~associated~~months ~~with~~or ~~redevelopment~~in ~~and~~response ~~construction projects~~to ~~are~~heavy ~~capitalized~~competition from inother ~~accordance~~similar ~~with~~complexes ~~Statement~~in ofthe ~~Financial~~area. Rental ~~Accounting Standards~~income ~~(“SFAS”)~~attributable ~~No. 34~~to leases, ~~“Capitalization~~net of ~~Interest~~any ~~Costs”~~concessions, ~~and~~is ~~SFAS~~recognized ~~No.~~on ~~67, “Accounting~~a ~~for~~straight-line ~~Costs~~basis ~~and~~over the term ~~Initial~~of ~~Rental~~the ~~Operations~~lease. The ofPartnership ~~Real~~evaluates ~~Estate~~all accounts receivable from ~~Properties.”~~residents ~~Included~~and inestablishes ~~these~~an ~~capitalized~~allowance, ~~costs~~after ~~are~~the ~~payroll~~application ~~costs~~of ~~associated~~security ~~with~~deposits, ~~time~~for ~~spent~~accounts bygreater ~~site~~than ~~employees~~30 indays ~~connection~~past ~~with~~due ~~the~~on ~~planning,~~current ~~execution~~tenants and ~~control~~ of all receivables ~~capital~~due ~~expenditure~~from ~~activities~~former ~~at the property level~~tenants.

~~Revenue~~Assets Held for ~~Recognition~~Sale

The Partnership ~~generally~~classifies ~~leases apartment~~long-lived ~~units~~assets as held for ~~twelve-month~~sale ~~terms~~in orthe ~~less. The~~period ~~Partnership~~in ~~will~~which ~~offer~~all ~~rental~~of the following criteria are ~~concessions~~met: ~~during~~management, ~~particularly~~having ~~slow~~the ~~months~~authority orto approve the action, commits to a plan to sell the asset; the asset is available for immediate sale in ~~response~~its present condition subject only to ~~heavy~~terms ~~competition~~that are usual and customary for sales of such ~~from~~assets; an active program to locate a buyer and other ~~similar~~actions ~~complexes~~required into complete the ~~area. Rental~~plan ~~income~~to ~~attributable~~sell tothe asset have been initiated; the sale of the asset ~~leases~~is probable, ~~net~~and transfer of ~~any~~the ~~concessions,~~asset is ~~recognized~~expected onto qualify for recognition as a ~~straight-line~~completed ~~basis~~sale, ~~over~~within one year; the asset is being actively marketed for sale ~~term~~at ofa price that is reasonable in relation to its current fair value and actions required to complete the ~~lease. The~~plan ~~Partnership~~indicate ~~evaluates~~that ~~all~~it ~~accounts~~is ~~receivable~~unlikely ~~from~~that significant ~~residents~~changes ~~and~~to ~~establishes~~the anplan ~~allowance,~~will ~~after~~be made or that the ~~application~~plan ofwill ~~security~~be withdrawn. Depreciation is not recorded during the period in which the ~~deposits,~~long-lived asset is classified as held for ~~accounts~~sale. When ~~greater~~the ~~than~~asset 30is designated ~~days~~as ~~past~~held ~~due~~for onsale, ~~current~~the ~~tenants~~related ~~and~~results ~~all receivables~~of ~~due~~operations ~~from~~are ~~former~~presented ~~tenants~~as discontinued operations.

Item 8. Financial Statements and Supplementary Data

DAVIDSON GROWTH PLUS, L.P.

LIST OF FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - December 31, ~~2008~~2009 and ~~2007~~2008

Consolidated Statements of Discontinued Operations - Years ended December 31, ~~2008~~2009 and ~~2007~~ 2008

Consolidated Statements of Changes in Partners' Deficit - Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Consolidated Statements of Cash Flows - Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

The Partners

Davidson Growth Plus, L.P.

We have audited the accompanying consolidated balance sheets of Davidson Growth Plus, L.P. as of December 31, ~~2008~~2009 and ~~2007~~2008, and the related consolidated statements of discontinued operations, changes in partners' deficit, and cash flows for each of the two years in the period ended December 31, ~~2008~~2009. 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 the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

InThe ~~our~~accompanying ~~opinion,~~financial statements have been prepared assuming that the Partnership will continue as a going concern. As more fully ~~financial~~described ~~statements~~in ~~referred~~Note I to ~~above~~the ~~present~~financial ~~fairly~~statements, inthe ~~all~~Partnership ~~material~~sold ~~respects,~~its sole ~~the~~investment ~~consolidated~~property ~~financial~~in ~~position~~2010. ofThe ~~Davidson~~Partnership ~~Growth~~plans ~~Plus,~~to ~~L.P.~~liquidate atby December 31, 2010. ~~2008~~This ~~and~~condition ~~2007,~~raises ~~and~~substantial doubt about the ~~consolidated~~Partnership’s ~~results~~ability ofto continue ~~its~~as ~~operations~~a ~~and~~going ~~its~~concern. ~~cash~~The 2009 financial statements do not include any ~~flows~~adjustments ~~for~~to ~~each~~reflect ofthe possible future effects on the ~~two~~recoverability ~~years~~and classification inof assets or the ~~period~~amounts ~~ended~~and ~~December~~classification ~~31,~~of ~~2008,~~liabilities inthat ~~conformity~~may ~~with~~result ~~U.S.~~from ~~generally~~the ~~accepted~~Partnership’s ~~accounting~~plans ~~principles~~to liquidate.

~~/s/ERNST~~In our opinion, the &financial ~~YOUNG~~statements ~~LLP~~referred to above present fairly, in all material respects, the consolidated financial position of Davidson Growth Plus, L.P. at December 31, 2009 and 2008, and the consolidated results of its discontinued operations and its cash flows for each of the two years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

~~Greenville,~~/s/ERNST & ~~South~~YOUNG ~~Carolina~~LLP

~~March 19~~Greenville, ~~2009~~ South Carolina

~~DAVIDSON~~March ~~GROWTH PLUS~~31, ~~L.P. CONSOLIDATED BALANCE SHEETS (in thousands, except unit data)~~ 2010

	December 31,
	2008	2007
		(Restated)
Assets
Cash and cash equivalents	$ 267	$ 98
Receivables and deposits	276	139
Restricted escrows	--	54
Other assets	179	216
Investment property (Notes B and E):
Land	2,212	2,212
Buildings and related personal property	10,113	9,101
	12,325	11,313
Less accumulated depreciation	(5,793)	(5,096)
	6,532	6,217
Assets held for sale (Note A)	--	8,854
	$ 7,254	$ 15,578
Liabilities and Partners' Deficit
Liabilities
Accounts payable	$ 140	$ 496
Tenant security deposit liabilities	39	38
Accrued property taxes	213	181
Other liabilities	86	261
Due to affiliates (Note D)	--	4,188
Mortgage notes payable (Note B)	8,974	5,263
Liabilities related to assets held for sale (Note A)	--	15,182
	9,452	25,609
Minority interest (Note F)	--	--
Partners' Deficit
General partners	(883)	(1,118)
Limited partners (28,371.75 units issued and
outstanding)	(1,315)	(8,913)
	(2,198)	(10,031)
	$ 7,254	$ 15,578

DAVIDSON GROWTH PLUS, L.P.

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

See Accompanying Notes to Consolidated Financial Statements

	December 31,
	2009	2008
Assets held for sale:
Cash and cash equivalents	$ 43	$ 267
Receivables and deposits	68	276
Other assets	159	179
Investment property (Notes B and E):
Land	2,212	2,212
Buildings and related personal property	10,629	10,113
	12,841	12,325
Less accumulated depreciation	(6,556)	(5,793)
	6,285	6,532
	$ 6,555	$ 7,254

Liabilities and Partners' Deficit
Liabilities related to assets held for sale:
Accounts payable	$ 62	$ 140
Tenant security deposit liabilities	38	39
Accrued property taxes	211	213
Other liabilities	127	86
Due to affiliates (Note D)	165	--
Mortgage notes payable (Note B)	8,885	8,974
	9,488	9,452

Partners' Deficit
General partners	(906)	(883)
Limited partners (28,371.75 units issued and
outstanding)	(2,027)	(1,315)
	(2,933)	(2,198)
	$ 6,555	$ 7,254

~~DAVIDSON~~See Accompanying ~~GROWTH~~Notes ~~PLUS,~~to ~~L.P.~~Consolidated ~~CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data)~~Financial Statements

	Years Ended December 31,
	2008	2007
		(Restated)
Revenues:
Rental income	$ 2,115	$ 2,009
Other income	284	246
Total revenues	2,399	2,255
Expenses:
Operating	1,226	1,152
General and administrative	257	223
Depreciation	697	591
Interest	640	639
Property taxes	214	181
Total expenses	3,034	2,786
Loss before minority interest
and discontinued operations	(635)	(531)
Minority interest in net earnings
of joint venture (Note F)	(1,244)	--
Loss from discontinued operations (Notes A & H)	(4,308)	(684)
Gain on sale of discontinued operations (Note H)	22,016	--
Net income (loss) (Note C)	$ 15,829	$ (1,215)
Net income (loss) allocated to general
Partners (3%)	$ 475	$ (36)
Net income (loss) allocated to limited
partners (97%)	15,354	(1,179)
	$ 15,829	$ (1,215)
Per limited partnership unit:
Loss from continuing operations	$ (64.21)	$ (18.15)
Loss from discontinued operations	(147.31)	(23.41)
Gain on sale of discontinued operations	752.70	--
Net income (loss) per limited partnership unit	$ 541.18	$ (41.56)
Distributions per limited partnership
unit	$ 273.37	$ --

DAVIDSON GROWTH PLUS, L.P.

CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS

(in thousands, except per unit data)

See Accompanying Notes to Consolidated Financial Statements

	Years Ended December 31,
	2009	2008

Income (loss) from continuing operations	$ --	$ --
Income (loss) from discontinued operations
Revenues:
Rental income	2,072	3,722
Other income	289	465
Total revenues	2,361	4,187

Expenses:
Operating	1,142	2,223
General and administrative	131	257
Depreciation	763	1,198
Interest	634	1,207
Property taxes	211	372
Loss on extinguishment of debt (Note H)	--	3,906
Total expenses	2,881	9,163

Casualty gain	--	33
Loss from discontinued operations (Notes A & H)	(520)	(4,943)
Gain on sale of discontinued operations (Note H)	--	22,016
Net (loss) income (Note C)	(520)	17,073

Less net income attributable to noncontrolling
interest in joint venture (Note F)	--	1,244

Net (loss) income attributable to Davidson Growth
Plus, L.P.	$ (520)	$ 15,829

Net (loss) income allocated to general
partners of Davidson Growth Plus, L.P. (3%)	$ (16)	$ 475
Net (loss) income allocated to limited
partners of Davidson Growth Plus, L.P. (97%)	(504)	15,354
	$ (520)	$ 15,829
Per limited partnership unit:
Loss from discontinued operations	$ (17.76)	$(169.00)
Gain on sale of discontinued operations	--	752.70
	(17.76)	583.70

Less net income attributable to non-controlling
interest in joint venture	--	42.52

Net (loss) income attributable to Davidson Growth
Plus, L.P. per limited partnership unit	$ (17.76)	$ 541.18

Distributions per limited partnership unit	$ 7.33	$ 273.37

~~DAVIDSON~~See Accompanying ~~GROWTH~~Notes ~~PLUS,~~to ~~L.P.~~Consolidated ~~CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT (in thousands, except unit data)~~Financial Statements

	Limited
	Partnership	General	Limited
	Units	Partners	Partners	Total
Original capital contributions	28,371.75	$ 1	$28,376	$ 28,377
Partners' deficit at
December 31, 2006	28,371.75	$(1,082)	$(7,734)	$ (8,816)
Net loss for the year ended
December 31, 2007	--	(36)	(1,179)	(1,215)
Partners' deficit at
December 31, 2007	28,371.75	(1,118)	(8,913)	(10,031)
Distributions to partners	--	(240)	(7,756)	(7,996)
Net income for the year ended
December 31, 2008	--	475	15,354	15,829
Partners' deficit at
December 31, 2008	28,371.75	$ (883)	$(1,315)	$ (2,198)

DAVIDSON GROWTH PLUS, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

(in thousands, except unit data)

See Accompanying Notes to Consolidated Financial Statements

	Limited
	Partnership	General	Limited
	Units	Partners	Partners	Total

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

Partners' deficit at
December 31, 2007	28,371.75	$(1,118)	$(8,913)	$(10,031)

Distributions to partners	--	(240)	(7,756)	(7,996)

Net income for the year ended
December 31, 2008	--	475	15,354	15,829

Partners' deficit at
December 31, 2008	28,371.75	(883)	(1,315)	(2,198)

Distributions to partners	--	(7)	(208)	(215)

Net loss for the year ended
December 31, 2009	--	(16)	(504)	(520)

Partners’ deficit at
December 31, 2009	28,371.75	$ (906)	$ (2,027)	$ (2,933)

DAVIDSON GROWTH PLUS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
		Years Ended
		December 31,
		2008	2007
	Cash flows from operating activities:
	Net income (loss)	$ 15,829	$(1,215)
	Adjustments to reconcile net income (loss) to net cash
	(used in) provided by operating activities:
	Minority interest in net earnings of joint venture	1,244	--
	Depreciation	1,198	1,567
	Casualty gain	(33)	(17)
	Gain on sale of investment properties	(22,016)	--
	Loss on extinguishment of debt	3,906	--
	Amortization of loan costs	36	58
	Change in accounts:
	Receivables and deposits	(137)	(28)
	Other assets	114	(5)
	Accounts payable	(209)	25
	Tenant security deposit liabilities	(85)	26
	Accrued property taxes	32	(23)
	Other liabilities	(263)	46
	Due to affiliates	(567)	235
	Net cash (used in) provided by operating
	activities	(951)	669
	Cash flows from investing activities:
	Net proceeds from sale of investment properties	30,375	--
	Property improvements and replacements	(1,731)	(2,209)
	Net withdrawals from restricted escrows	54	76
	Insurance proceeds received	38	20
	Net cash provided by (used in) investing
	activities	28,736	(2,113)
	Cash flows from financing activities:
	Payments on mortgage notes payable	(267)	(573)
	Prepayment penalty paid	(3,369)	--
	Repayments of mortgage notes payable	(14,930)	--
	Loan costs paid	(89)	(47)
	Proceeds from mortgage notes payable	3,900	800
	Payments on advances from affiliate	(4,488)	(393)
	Advances from affiliate	867	1,474
	Distributions to minority partner	(1,244)	--
	Distributions to partners	(7,996)	--
	Net cash (used in) provided by financing
	activities	(27,616)	1,261
	Net increase (decrease) in cash and cash equivalents	169	(183)
	Cash and cash equivalents at beginning of period	98	281
	Cash and cash equivalents at end of period	$ 267	$ 98
	Supplemental disclosure of cash flow information:
	Cash paid for interest, net of capitalized interest	$ 1,824	$ 1,414
	Supplemental disclosure of non-cash activity:
	Property improvements and replacements in accounts
	payable	$ 57	$ 367

See Accompanying Notes to Consolidated Financial Statements

At December 31, 2006, approximately $150,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements at December 31, 2007.

DAVIDSON GROWTH PLUS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
		Years Ended
		December 31,
		2009	2008
	Cash flows from operating activities:
	Net (loss) income	$ (520)	$ 17,073
	Adjustments to reconcile net (loss) income to net cash
	provided by (used in) operating activities:
	Depreciation	763	1,198
	Casualty gain	--	(33)
	Gain on sale of investment properties	--	(22,016)
	Loss on extinguishment of debt	--	3,906
	Amortization of loan costs	16	36
	Change in accounts:
	Receivables and deposits	(7)	(137)
	Other assets	4	114
	Accounts payable	(26)	(209)
	Tenant security deposit liabilities	(1)	(85)
	Accrued property taxes	(2)	32
	Other liabilities	41	(263)
	Due to affiliates	9	(567)
	Net cash provided by (used in) operating activities	277	(951)

	Cash flows from investing activities:
	Net proceeds from sale of investment properties	--	30,375
	Property improvements and replacements	(568)	(1,731)
	Net withdrawals from restricted escrows	--	54
	Insurance proceeds received	--	38
	Net cash (used in) provided by investing activities	(568)	28,736

	Cash flows from financing activities:
	Payments on mortgage notes payable	(89)	(267)
	Prepayment penalty paid	--	(3,369)
	Repayments of mortgage notes payable	--	(14,930)
	Loan costs paid	--	(89)
	Proceeds from mortgage notes payable	--	3,900
	Payments on advances from affiliate	(59)	(4,488)
	Advances from affiliate	215	867
	Distributions to noncontrolling partner	--	(1,244)
	Distributions to partners	--	(7,996)
	Net cash provided by (used in) financing activities	67	(27,616)

	Net (decrease) increase in cash and cash equivalents	(224)	169
	Cash and cash equivalents at beginning of period	267	98
	Cash and cash equivalents at end of period	$ 43	$ 267

	Supplemental disclosure of cash flow information:
	Cash paid for interest	$ 564	$ 1,824
	Supplemental disclosure of non-cash activity:
	Property improvements and replacements in accounts payable	$ 5	$ 57

	Distributions to partners of Georgia withholding taxes
	included in receivables and deposits	$ 215	$ --

~~See~~At ~~Accompanying~~December ~~Notes~~31, to2007, approximately ~~Consolidated~~$367,000 ~~Financial~~of property improvements and replacements were included ~~Statements~~in accounts payable and are included in property improvements and replacements for the year ended December 31, 2008.

~~DAVIDSON~~See ~~GROWTH~~Accompanying ~~PLUS,~~Notes ~~L.P.~~to ~~NOTES~~Consolidated ~~TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008~~Financial Statements

~~Note~~DAVIDSON AGROWTH -PLUS, ~~Organization~~L.P. ~~and~~NOTES ~~Summary~~TO ofCONSOLIDATED ~~Significant~~FINANCIAL ~~Accounting~~STATEMENTS ~~Policies~~December 31, 2009

Note A - Organization and Summary of Significant Accounting Policies

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 Managing General Partner is an affiliate of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2021, 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 one residential property, located in Plano, Texas.Organization

~~Principles~~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 Managing General Partner is an affiliate of Apartment ~~Consolidation~~Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2021, 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 one residential property, located in Plano, Texas.

The ~~financial statements of the~~ Partnership’s ~~include its 99% limited partnership interest in The New~~management ~~Fairways,~~evaluated LPsubsequent ~~and~~events ~~its~~through ~~82.5%~~the ~~general~~time ~~partnership~~this ~~interest~~Annual inReport ~~Sterling Crest Joint Venture ("Sterling Crest") which operates Brighton Crest Apartments which was sold~~ on ~~June~~Form 10,-K ~~2008 (see Note H). The Partnership exercises control over~~was ~~the activities of the Joint Venture in accordance with the Joint Venture Agreement~~filed. Sterling Crest results of operations are included in the consolidated statement of operations and all intercompany balances have been eliminated. The minority partner is an affiliated public partnership.

~~Basis~~Principles of ~~Presentation~~Consolidation

InThe ~~accordance~~financial ~~with~~statements ~~Statement~~ of the ~~Financial~~Partnership ~~Accounting~~include ~~Standards~~its ~~(“SFAS”)~~99% ~~No.~~limited ~~144,~~partnership ~~“Accounting~~interest ~~for~~in ~~the Impairment~~The ~~or Disposal of Long-Lived Assets”~~New Fairways, ~~the~~LP ~~accompanying~~and ~~consolidated statement~~its of82.5% ~~operations~~general ~~for~~partnership ~~the~~interest ~~year~~in ~~ended~~Sterling ~~December~~Crest ~~31, 2007 has been restated~~Joint asVenture of("Sterling ~~January~~Crest") 1,which ~~2007~~operated ~~to reflect the operations of~~ Brighton Crest Apartments, which was sold on June 10, 2008, ~~and~~(see Note H). The ~~Village~~Partnership ~~Apartments,~~exercised ~~which~~control ~~sold on June 26,~~over ~~2008, as loss from discontinued operations. In addition,~~ the ~~consolidated balance~~activities ~~sheet as~~ of ~~December~~the ~~31,~~Joint ~~2007~~Venture ~~has~~in ~~been~~accordance ~~restated~~with tothe ~~reflect~~Joint ~~the~~Venture ~~respective~~Agreement. ~~assets~~Sterling ~~and~~Crest ~~liabilities~~results of ~~both~~operations ~~properties~~are asincluded ~~held~~in ~~for~~the ~~sale due to~~consolidated ~~their~~statement ~~sale~~of inoperations ~~June~~and ~~2008.~~all ~~See~~intercompany ~~Note~~balances Hhave –been ~~Sale~~eliminated. ofThe minority ~~Investment~~partner ~~Properties~~was ~~for~~an ~~further information~~affiliated ~~related~~public ~~to the sales~~partnership.

~~The~~Recent ~~following table presents~~Accounting ~~summarized results of operations related to the Partnership’s discontinued operations for the years ended December 31, 2008 and 2007 (in thousands):~~Pronouncements

	Year Ended December 31, 2008
	Brighton Crest	The Village
	Apartments	Apartments	Total
Revenues	$ 1,155	$ 633	$ 1,788
Expenses	(1,386)	(837)	(2,223)
Loss on extinguishment of debt	(2,800)	(1,106)	(3,906)
Casualty gain	33	--	33
Loss from discontinued operations	$(2,998)	$(1,310)	$(4,308)

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162, or SFAS No. 168, which is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Upon the effective date of SFAS No. 168, the FASB Accounting Standards Codification, or the FASB ASC, became the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission, or SEC, under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB ASC superseded all then-existing non-SEC accounting and reporting standards and all other non-grandfathered non-SEC accounting literature not included in the FASB ASC is now non-authoritative. Subsequent to the effective date of SFAS No. 168, the FASB will issue Accounting Standards Updates that serve to update the FASB ASC.

	Year Ended December 31, 2007
	Brighton Crest	The Village
	Apartments	Apartments	Total
Revenues	$ 2,553	$ 1,273	$ 3,826
Expenses	(2,957)	(1,570)	(4,527)
Casualty gain	17	--	17
Loss from discontinued operations	$ (387)	$ (297)	$ (684)

Basis of Presentation

~~Allocations~~The toconsolidated statements ~~Partners~~of discontinued operations for the years ended December 31, 2009 and 2008 reflect the operations of The Fairway Apartments as loss from discontinued operations and the balance sheets as of December 31, 2009 and 2008 reflect the assets and liabilities as held for sale as a result of the Partnership determining that the held for sale criteria were met at December 31, 2009. The Fairway Apartments sold on February 26, 2010. See “Note I – Subsequent Events”.

~~Net~~Certain ~~income (including that~~reclassifications ~~arising~~have ~~from~~been ~~the~~made ~~occurrence~~to ~~of sales or dispositions) and losses of~~ the ~~Partnership~~ ~~and~~2008 ~~taxable~~balances ~~income (loss) are allocated 97%~~ to ~~the~~conform ~~limited partners and 3%~~ to the ~~general partners. Distributions of available cash from operations~~2009 ~~are allocated among the limited partners and the general partners in accordance with the limited partnership agreement~~presentation.

~~Depreciation~~The consolidated statements of discontinued operations for the year ended December 31, 2008 also reflect the operations of Brighton Crest Apartments, which sold on June 10, 2008, and The Village Apartments, which sold on June 26, 2008, as loss from discontinued operations.

~~Depreciation~~The isfollowing ~~provided~~tables bypresent ~~the~~summarized ~~straight-line~~results ~~method over the estimated lives~~ of ~~the~~operations ~~rental property and~~ related ~~personal~~to ~~property. For Federal income tax purposes,~~ the ~~modified~~Partnership’s discontinued ~~accelerated~~operations ~~cost recovery method is used~~ for ~~depreciation~~the ofyears ~~(1)~~ended ~~real~~December ~~property additions over 30 years~~31, 2009 and ~~(2)~~2008 ~~personal property additions over 5~~(in ~~years.~~thousands):

Investment Property

	Year Ended December 31, 2009
	The Fairway
	Apartments	Other	Total

Revenues	$ 2,353	$ 8	$ 2,361
Expenses	(2,750)	(131)	(2,881)
Loss from discontinued operations	$ (397)	$ (123)	$ (520)

Investment property consists of one apartment complex and is stated at cost. The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with SFAS No. 34, “Capitalization of Interest Costs” and SFAS No. 67, “Accounting for Costs and the Initial Rental Operations of Real Estate Properties.” Costs incurred in connection with capital projects are capitalized where the costs of the project exceed $250. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level. During the year ended December 31, 2007, the Partnership capitalized interest of approximately $20,000, property taxes of approximately $6,000 and operating costs of approximately $1,000. These costs are included in assets held for sale at December 31, 2007. During the year ended December 31, 2008, the Partnership did not capitalize any costs. Capitalized costs are depreciated over the useful life of the asset. Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.

	Year Ended December 31, 2008
		Brighton
	The Fairway	Crest	The Village
	Apartments	Apartments	Apartments	Other	Total

Revenues	$ 2,393	$ 1,155	$ 633	$ 6	$ 4,187
Expenses	(2,777)	(1,386)	(837)	(257)	(5,257)
Loss on extinguishment
of debt	--	(2,800)	(1,106)	--	(3,906)
Casualty gain	--	33	--	--	33
Loss from discontinued
operations	$ (384)	$(2,998)	$(1,310)	$ (251)	$(4,943)

InAllocations accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate 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. No adjustments for impairment of value were necessary for the years ending December 31, 2008 and 2007.~~Partners

~~Use~~Net income (including that arising from the occurrence of sales or dispositions) and net losses of the ~~Estimates~~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.

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

~~Cash~~Depreciation is provided by the straight-line method over the estimated lives of the rental property and related ~~Cash~~personal property. For Federal income tax purposes, the modified ~~Equivalents~~accelerated cost recovery method is used for depreciation of (1) real property additions over 30 years, and (2) personal property additions over 5 years.

~~Cash and cash equivalents include cash on~~Investment hand and in banks. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Cash balances include approximately $215,000 and $5,000 at December 31, 2008 and 2007, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.Property

~~Tenant~~Investment ~~Security~~property consists ~~Deposits~~of one apartment complex and is stated at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress. Costs incurred in connection with capital projects are capitalized where the costs of the project exceed $250. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level. During the years ended December 31, 2009 and 2008, the Partnership did not capitalize any costs associated with interest, property taxes or operating costs. Capitalized costs are depreciated over the useful life of the asset. Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.

~~The~~If ~~Partnership~~events ~~requires~~or circumstances ~~security~~indicate ~~deposits~~that ~~from~~the ~~lessees~~carrying ~~for~~amount of the ~~duration~~property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying ~~lease~~amount ~~and~~to ~~such~~the ~~deposits~~Partnership’s estimate of the undiscounted future cash ~~are~~flows, ~~included~~excluding ininterest ~~receivables~~charges, ~~and~~of ~~deposits~~the property. ~~Deposits~~If ~~are~~the ~~refunded~~carrying ~~when~~amount exceeds the ~~tenant vacates~~estimated aggregate undiscounted future cash flows, ~~provided~~the Partnership would recognize an impairment loss to the ~~tenant~~extent ~~has~~the ~~not~~carrying ~~damaged~~amount exceeds the estimated ~~space~~fair ~~and~~value isof ~~current~~the onproperty. ~~rental~~No adjustments for ~~payments~~impairment of value were necessary for the years ended December 31, 2009 and 2008.

~~Advertising~~Use of Estimates

The ~~Partnership~~preparation ~~expenses the~~of ~~costs~~consolidated offinancial ~~advertising~~statements asin ~~incurred.~~conformity ~~Advertising~~with ~~expense,~~accounting ~~included~~principles generally accepted in ~~operating expenses~~the ~~and~~United ~~discontinued~~States ~~operations,~~requires ~~was~~management ~~approximately~~to ~~$118,000~~make estimates and ~~$173,000 for~~assumptions that affect the ~~years~~amounts ~~ended~~reported ~~December~~in ~~31,~~the ~~2008~~consolidated financial statements and ~~2007,~~accompanying ~~respectively~~notes. Actual results could differ from those estimates.

~~Fair~~Cash ~~Value~~and ~~of Financial~~Cash ~~Instruments~~Equivalents

~~SFAS~~Cash ~~No.~~and ~~107, "Disclosures~~cash ~~about~~equivalents ~~Fair~~include ~~Value~~cash ofon ~~Financial~~hand ~~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~~banks. ~~Fair~~At ~~value~~certain istimes, ~~defined in~~ the ~~SFAS as~~ ~~the~~ amount atof ~~which~~cash ~~the~~deposited ~~instruments~~at ~~could be exchanged in~~ a ~~current~~bank ~~transaction between~~may ~~willing~~exceed ~~parties, other than in a forced or liquidation sale. The Partnership believes that~~ the ~~carrying~~limit ~~amounts~~on ofinsured ~~its financial instruments (except for long term debt) approximate their fair value due to the short term maturity of these instruments~~deposits. ~~The Partnership estimates the fair value of~~ ~~its~~Cash ~~long-term~~balances ~~debt~~include byapproximately ~~discounting~~$7,000 ~~future~~and ~~cash~~$215,000 ~~flows~~at ~~using~~December a31, ~~discount~~2009 ~~rate~~and ~~commensurate~~2008, ~~with~~respectively, that ~~currently~~are ~~believed~~maintained toby bean ~~available~~affiliated tomanagement ~~the~~company ~~Partnership for~~on ~~similar~~behalf ~~term long-term debt. The fair value~~ of ~~the~~affiliated ~~Partnership's~~entities ~~long-term debt,~~in atcash ~~the~~concentration ~~Partnership’s incremental borrowing rate, approximates its carrying value~~accounts.

~~Leases~~Tenant Security Deposits

The Partnership ~~generally leases apartment~~requires ~~units~~security ~~for~~deposits ~~twelve-month terms or less. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition~~ from ~~other~~lessees ~~similar~~for ~~complexes in~~ the ~~area. Rental~~duration ~~income attributable to leases, net~~ of ~~any concessions, is recognized on a straight-line basis over~~ the ~~term~~ ~~of the~~ lease~~. The~~ ~~Partnership~~and ~~evaluates~~such ~~all~~deposits are ~~accounts~~included ~~receivable~~in ~~from residents~~receivables and ~~establishes~~deposits. anDeposits ~~allowance,~~are ~~after~~refunded when the ~~application of security~~tenant ~~deposits~~vacates, ~~for~~provided ~~accounts~~the ~~greater~~tenant ~~than~~has 30not ~~days~~damaged ~~past~~the ~~due~~space ~~on current tenants~~ and ~~all receivables~~is ~~due~~current ~~from~~on ~~former tenants~~rental payments.

~~Deferred Costs~~Advertising

~~Loan~~The ~~costs~~Partnership ofexpenses ~~approximately~~the ~~$226,000~~costs ~~and $137,000, less accumulated amortization~~ of ~~approximately~~advertising ~~$81,000 and~~as ~~$70,000~~incurred. atAdvertising ~~December 31~~expense, ~~2008 and 2007, respectively, are~~ included in ~~other~~operating ~~assets. Loan costs of approximately $740~~expenses,~~000,~~ less accumulated amortization of approximately $179,000, are included in assets held for sale at December 31, 2007. The loan costs are amortized over the terms of the related loan agreements. Amortization expense was approximately $3653,000 and $58118,000 for the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively~~, and is included in interest expense and loss from discontinued operations~~. ~~Amortization~~ ~~expense is expected to be approximately $15,000 for the years 2009 and 2010, approximately $14,000 for the years 2011 and 2012 and approximately $13,000 for the year 2013.~~

~~Leasing~~Fair ~~commissions~~Value ~~and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms~~ of ~~the related leases. Amortization of these~~Financial ~~costs is included in operating expenses and loss from discontinued operations.~~Instruments

~~Segment~~FASB ~~Reporting~~ASC Topic 825, “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 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 Partnership estimates the fair value of its long-term debt by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, long-term debt. At December 31, 2009, the fair value of the Partnership's long-term debt at the Partnership's incremental borrowing rate was approximately $9,366,000.

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. SFAS No. 131 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in SFAS No. 131, the Partnership has only one reportable segment. Leases

~~Recent~~The ~~Accounting~~Partnership ~~Pronouncements~~generally leases apartment units for twelve-month terms or less. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease. The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

~~In September 2006, the~~Deferred Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entity’s own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157”, which deferred the effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years beginning after November 15, 2008. The provisions of SFAS No. 157 are applicable to recurring fair value measurements of financial assets and liabilities for fiscal years beginning after November 15, 2007, which for the Partnership is generally limited to annual disclosures required by SFAS No. 107. The Partnership adopted the provisions of SFAS No. 157 effective January 1, 2008, and at that time determined no transition adjustment was required. Costs

~~Note~~Loan Bcosts -of ~~Mortgage~~approximately $226,000, ~~Notes~~less accumulated amortization of approximately $97,000 and $81,000 at ~~Payable~~December 31, 2009 and 2008, respectively, are included in other assets. The loan costs are amortized over the terms of the related loan agreements. Amortization expense was approximately $16,000 and $36,000 for the years ended December 31, 2009 and 2008, respectively, and is included in interest expense. Amortization expense is expected to be approximately $15,000 for the year 2010, approximately $14,000 for the years 2011 and 2012 and approximately $13,000 for the years 2013 and 2014.

~~The~~Leasing commissions and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms of the ~~mortgage~~related leases. Amortization of these ~~notes~~costs ~~payable~~is ~~are~~included asin ~~follows:~~operating expenses.

	Principal		Monthly			Principal
	Balance At		Payment	Stated		Balance
	December 31,		Including	Interest	Maturity	Due At
Property	2008	2007	Interest	Rate	Date	Maturity
	(in thousands)		(in thousands)			(in thousands)
The Fairway
Apartments
1st mortgage	$ 5,096	$ 5,263	$ 35	7.27%	01/01/21	$ 4,163
2nd mortgage	3,878	--	24	6.36%	01/01/21	3,081
Totals	$ 8,974	$ 5,263	$ 59			$ 7,244

Segment Reporting

~~On June~~FASB ~~30,~~ASC ~~2008,~~Topic ~~the Partnership obtained a second mortgage loan in the principal~~280-10, ~~amount~~“Segment ~~of $3~~Reporting”,~~900,000~~ onestablished ~~The~~standards ~~Fairway~~for ~~Apartments.~~the ~~The~~way ~~second~~that ~~mortgage~~public ~~loan bears~~business ~~interest~~enterprises atreport ainformation ~~fixed~~about ~~rate~~operating ofsegments ~~6.36%~~in ~~per~~annual ~~annum~~financial statements and requires ~~monthly~~that ~~payments~~those ~~of principal~~enterprises ~~and~~report ~~interest~~selected ofinformation ~~approximately $24,000 beginning on August 1, 2008~~about ~~through~~operating ~~the~~segments ~~January~~in 1,interim ~~2021~~financial ~~maturity date, at which time a balloon payment of approximately $3,081,000 is due~~reports. ~~The~~FASB ~~Partnership~~ASC ~~may~~Topic ~~prepay~~280-10 ~~the second mortgage loan subject to a prepayment penalty. In connection with the second mortgage loan, the Partnership~~ also ~~agreed to certain modifications of the existing~~ ~~mortgage~~established ~~loan~~standards ~~encumbering~~for ~~The~~related ~~Fairway~~disclosures ~~Apartments.~~about ~~The~~products ~~modification includes a fixed interest rate of 7.27% per annum~~ and ~~monthly payments of principal and interest of approximately $35~~services,~~000, beginning August 1, 2008 through the maturity~~ ~~date~~geographic ~~of January 1~~areas, ~~2021, at which time a balloon payment of approximately $4,163,000 is due. The previous terms of the existing mortgage loan consisted of a fixed interest rate of 7.27% per annum~~ and ~~monthly~~major ~~payments of principal and interest of approximately $52,000 through the maturity date of January 1, 2021, at which date the mortgage was scheduled to be fully amortized~~customers. ~~The~~ ~~Partnership may prepay the first mortgage loan subject to a prepayment penalty.~~ As adefined ~~condition~~in ofFASB ~~both~~ASC ~~loans,~~Topic ~~the lenders required AIMCO Properties~~280-10, ~~L.P.,~~ ~~an affiliate of~~ the ~~Partnership, to guarantee certain non-recourse~~ ~~carveout obligations of the~~ Partnership ~~with~~has ~~respect~~only toone ~~the~~reportable ~~loans~~segment. ~~In connection with the second mortgage the Partnership incurred loan costs of approximately $89,000 which have been capitalized and are included in other assets.~~

OnNote ~~August~~B 31, 2007, the Partnership obtained a second mortgage loan in the principal amount of $800,000 on one of its investment properties, Brighton Crest Apartments, located in Marietta, Georgia. The second mortgage had an interest rate of 5.93% per annum and required monthly payments of principal and interest of approximately $5,000 beginning October 1, 2007, through February 1, 2020. The second mortgage had a balloon payment of approximately $625,000 due at maturity. If no event of default existed at maturity, the maturity date would have been extended for one additional year, to February 1, 2021, during which period the second mortgage would bear interest at the one-~~month~~ ~~LIBOR~~Mortgage ~~rate plus 250 basis points and would~~Notes require monthly payments of principal and interest. The loans were prepayable subject to a prepayment penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the new loan, loan costs of approximately $47,000 were capitalized and were included in assets held for sale at December 31, 2007. During the year ended December 31, 2008, the mortgages encumbering Brighton Crest Apartments were repaid with proceeds from the June 2008 sale.Payable

~~In connection with the second mortgage loan, the Partnership also agreed to certain modifications on the existing mortgage loan encumbering Brighton Crest Apartments.~~ The ~~modification~~ included an interest rate of 7.16% per annum, monthly payments of principal and interest of approximately $61,000, commencing October 1, 2007, through the maturity of February 1, 2022, at which time a balloon payment of approximately $6,862,000 was due. The previous terms ~~were an interest rate~~ of ~~7.16% per annum through~~ the ~~maturity date of February 1, 2022 and monthly~~mortgage ~~payments~~notes ofpayable ~~approximately~~are ~~$84,000~~as through the maturity date, at which date the loan was scheduled to be fully amortized. The loans were prepayable subject to a prepayment penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain obligations and liabilities of the Partnership with respect to the modified loan. During the year ended December 31, 2008, the mortgages encumbering Brighton Crest Apartments were repaid with proceeds from the June 2008 sale.follows:

Scheduled principal payments of the mortgage notes payable subsequent to December 31, 2008, are as follows (in thousands):

	Principal		Monthly			Principal
	Balance At		Payment	Stated		Balance
	December 31,		Including	Interest	Maturity	Due At
Property	2009	2008	Interest	Rate	Date	Maturity
	(in thousands)		(in thousands)			(in thousands)
The Fairway
Apartments
1^st mortgage	$ 5,049	$ 5,096	$ 35	7.27%	01/01/21	$ 4,163
2^nd mortgage	3,836	3,878	24	6.36%	01/01/21	3,081
Totals	$ 8,885	$ 8,974	$ 59			$ 7,244

2009	$ 89
2010	103
2011	111
2012	119
2013	127
Thereafter	8,425
	$ 8,974

On June 30, 2008, the Partnership obtained a second mortgage loan in the principal amount of $3,900,000 on The Fairway Apartments. The second mortgage loan bears interest at a fixed rate of 6.36% per annum and requires monthly payments of principal and interest of approximately $24,000 beginning on August 1, 2008 through the January 1, 2021 maturity date, at which time a balloon payment of approximately $3,081,000 is due. The Partnership may prepay the second mortgage loan subject to a prepayment penalty. In connection with the second mortgage loan, the Partnership also agreed to certain modifications of the existing mortgage loan encumbering The Fairway Apartments. The modification includes a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $35,000, beginning August 1, 2008 through the maturity date of January 1, 2021, at which time a balloon payment of approximately $4,163,000 is due. The previous terms of the existing mortgage loan consisted of a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $52,000 through the maturity date of January 1, 2021, at which date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan subject to a prepayment penalty. As a condition of both loans, the lenders required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carveout obligations of the Partnership with respect to the loans. In connection with the second mortgage the Partnership incurred loan costs of approximately $89,000 which have been capitalized and are included in other assets. In connection with the sale of The Fairways Apartments in February 2010 both the first and second mortgages were assumed by the buyer.

Note C - 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~~ income tax returns of its partners.

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

	2008	2007
	2009	2008
Net income (loss) as reported	$15,829	$(1,215)
Net (loss) income as reported	$ (520)	$17,073
Less net income attributable to noncontrolling
interest in joint venture	--	(1,244)
Net (loss) income attributable to Davidson Growth
Plus, L.P.	(520)	15,829
Add (deduct):
Depreciation differences	~~(143)~~388	(~~212~~143)
Unearned income	(4689)	40(46)
Gain on sale	~~(4,987)~~--	--(4,987)
Other	~~(288)~~48	25(288)
Federal taxable income (loss)	$~~10,365~~ (173)	$(110,~~362)~~365
Federal taxable income (loss) per
limited partnership unit	$~~354~~ (2.3765)	$~~(46~~354.~~64)~~37

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

	2008	2007
	2009	2008
Net liabilities as reported	$ (2,~~198~~933)	$ (102,~~031~~198)
Land and buildings	~~891~~(5,185)	~~1,812~~891
Accumulated depreciation	~~(334)~~6,132	~~1,850~~(334)
Syndication and distribution costs	3,766	3,766
Other	3(40)	~~2,361~~3
Net assets (liabilities) - Federal tax basis	$ 2,128	$ (242)
Net assets - Federal tax basis	$ 1,740	$ 2,128

Note D - Transactions with Affiliated Parties

The Partnership has no employees and depends 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.

Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid ~~or accrued~~ to such affiliates approximately $~~214~~115,000 and $~~302~~214,000 for the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively, which is included in operating expenses ~~and loss from discontinued operations~~. ~~As of December 31, 2007, the Partnership owed approximately $1,000 to affiliates, which is included in due to affiliates. There were no such fees owed at December 31, 2008.~~

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $~~335~~91,000 and $~~329~~335,000 for the years ended December 31, 2009 ~~2008~~ and ~~2007~~2008, respectively, which is included in general and administrative expense, investment property, ~~assets held for sale~~ and gain on sale of discontinued operations. The portion of these reimbursements included in investment ~~properties,~~property ~~assets held for sale~~ and gain on sale of discontinued operations for the years ended December 31, ~~2008~~2009 and ~~2007~~2008 are construction management services provided by an affiliate of the Managing General Partner of approximately $~~224~~53,000 and $~~176~~224,000, respectively. As of ~~December~~ December 31, ~~2007~~2009, the Partnership owed affiliates approximately $338,000 of ~~accrued~~ accrued accountable administrative expenses, which is included in due to affiliates. There were no such fees owed at December 31, 2008.

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, or upon the refinance or sale of a property in the Partnership. During the year ended December 31, 2008, approximately $44,000 in accrued subordinated management fees were paid from sale proceeds. No Partnership management fees were accrued or paid during the year ended December 31, ~~2007~~2009. ~~Unpaid subordinated management fees at December 31, 2007 were approximately $44,000, which were included in other liabilities.~~ There were no subordinated management fees owed at December 31, 2009 or 2008.

The Partnership insures its ~~properties~~ property up to certain limits through coverage provided by AIMCO which is ~~generally~~ generally self-insured for a portion of losses and liabilities related to ~~workers~~ workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its ~~properties~~property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the years ended December 31, ~~2008~~2009 and ~~2007~~2008, the Partnership was charged by AIMCO and its affiliates approximately $6953,000 and $~~188~~69,000, respectively, for insurance coverage and fees associated with policy ~~claims~~ claims administration.

In addition to its indirect ownership of the managing general partner interest in the Partnership, AIMCO and its ~~affiliates~~ affiliates owned 17,824 limited partnership units (the "Units") in the ~~Partnership~~ Partnership representing 62.82% of the outstanding Units at December 31, ~~2008~~2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or ~~its~~ ~~affiliates. It is possible that AIMCO or~~ its ~~affiliates will acquire~~ ~~additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L~~affiliates.~~P.,~~ ~~the operating partnership of AIMCO, either through private purchases or tender offers.~~ Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 62.82% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

Note E - Investment ~~Properties~~ Property and Accumulated Depreciation

		Initial Cost
		To Partnership
		(in thousands)
			Buildings	~~Costs~~Cost
			and Related	Capitalized
			Personal	Subsequent to
Description	Encumbrances	Land	Property	Acquisition
	(in thousands)			(in thousands)
The Fairway
Apartments	$ 8,~~974~~885	$ 2,560	$ 3,883	$ 56,~~882~~398

	Gross Amount At Which Carried
	At December 31, 2008
	At December 31, 2009
	(in thousands)
		Buildings
		and Related
		Personal		Accumulated	Date of	Date	Depreciable
Description	Land	Property	Total	Depreciation	Construction	Acquired	Life-Years
				(in thousands)
The Fairway
Apartments	$ 2,212	$10,~~113~~629	$12,~~325~~841	$ 56,~~793~~556	1979	05/88	5-30

Reconciliation of "investment ~~properties~~property and accumulated depreciation":

	Years Ended December 31,
	2008	2007
	2009	2008
	(in thousands)
Investment Properties
Investment Property
Balance at beginning of year	$ 1112,~~313~~325	$ 3234,~~082~~488
Property improvements and replacements	~~1,421~~516	21,~~279~~421
Acquisition of land	--	147
Disposal of property	--	(23,584)
Disposal of property	(22)	(20)
Balance at end of year	$ 12,841	$ 12,325
Assets held for sale	(387)	(23,175)
Balance at end of year	$ 12,325	$ 11,313
Accumulated Depreciation
Balance at beginning of year	$ 5,~~096~~793	$ 1819,~~428~~978
Additions charged to expense	~~1,198~~763	1,~~567~~198
Disposal of property	~~(17)~~--	(1715,383)
Assets held for sale	(484)	(14,882)
Balance at end of year	$ 6,556	$ 5,793
Balance at end of year	$ 5,793	$ 5,096

~~During~~The ~~the~~aggregate ~~year~~cost ~~ending~~of investment property for Federal income tax purposes at December 31, ~~2007~~ ~~the~~2009 ~~Partnership~~and ~~acquired~~2008, ais ~~piece~~approximately $7,656,000 ofand ~~vacant~~$13,215,000, ~~land~~respectively. ~~adjacent~~Total toaccumulated ~~one~~depreciation ~~of its~~for ~~investment~~Federal ~~properties,~~income ~~The~~tax ~~Village~~purposes ~~Apartments.~~at ~~The~~December ~~land~~31, ~~was~~2009 ~~purchased~~and ~~for~~2008, ais ~~cost~~approximately of $~~147~~424,000 and ~~was sold on June 26~~$6,126,000, ~~2008~~respectively.

~~The~~In ~~aggregate~~October 2009, the ~~cost~~Partnership ofentered ~~investment~~into ~~properties~~a ~~for~~sale ~~Federal~~contract ~~income~~with ~~tax~~a ~~purposes~~third atparty ~~December~~relating ~~31,~~to the sale ~~2008~~of ~~and~~its ~~2007~~remaining investment property, isThe ~~approximately~~Fairway Apartments for $1311,~~215~~750,000. During the fourth quarter of 2009, the sale contract was amended and the sale price was reduced to $3611,~~300~~650,000~~, respectively~~. ~~Total accumulated~~The ~~depreciation~~Partnership ~~for~~determined ~~Federal~~that ~~income~~the ~~tax~~held ~~purposes~~for sale criteria were met at December 31, ~~2008~~2009 and ~~2007,~~therefore the Partnership is ~~approximately~~reporting $6the assets and liabilities of The Fairway Apartments as held for sale at December 31,~~126,000~~ 2009 and ~~$18~~2008 and its operations as discontinued operations for the years ended December 31,~~128,000,~~ ~~respectively~~2009 and 2008.

~~Note~~On FFebruary –26, ~~Minority~~2010, ~~Interest~~the inPartnership ~~Joint~~sold ~~Venture~~The Fairway Apartments, its sole investment property, to a third party for a total sales price of $11,650,000. The net proceeds realized by the Partnership were approximately $2,569,000 after payment of closing costs of approximately $214,000 and the assumption of the first and second mortgages encumbering the property of approximately $8,867,000 by the buyer. The Partnership used approximately $445,000 to repay amounts owed to affiliates of the Managing General Partner. The Partnership anticipates recognizing a gain, during the first quarter of 2010, of approximately $5,075,000 as a result of the sale. In addition, the Partnership anticipates recognizing a loss on extinguishment of debt, during the first quarter of 2010, of approximately $126,000 as a result of the write off of unamortized loan costs. As a result of the sale of its sole investment property, the Partnership expects to liquidate by December 31, 2010.

~~The Partnership owns an 82.5% general partner interest in the Sterling Crest Joint Venture ("Joint Venture") which operates Brighton Crest Apartments, which was sold on June 10, 2008 (see~~ Note ~~H). The~~F ~~Partnership exercises control over the activities~~– ofNoncontrolling ~~the~~Interest ~~Joint Venture~~ in ~~accordance with the~~ Joint Venture ~~Agreement. The minority partner is an affiliated public partnership.~~

AsThe aPartnership ~~result~~adopted of the ~~use~~provisions of FASB ~~the~~ASC ~~equity~~Topic ~~method~~810-10, of“Noncontrolling ~~accounting~~Interests”, ~~for~~effective ~~the~~January 1, ~~minority~~2009. FASB ~~partner's~~ASC ~~investment~~Topic in810-10 ~~the joint~~clarifies ~~venture,~~that ~~the~~a ~~minority~~noncontrolling interest ~~had been reduced to zero~~ in ~~prior~~a ~~periods.~~subsidiary ~~When~~is ~~the~~an ~~Joint~~ownership ~~Venture~~interest ~~makes~~in ~~distributions~~a inconsolidated ~~excess~~entity, ofwhich ~~the~~should ~~minority~~be ~~partner's~~reported as ~~investment~~equity ~~balance,~~in the ~~Partnership~~parent’s asconsolidated ~~the~~financial ~~majority~~statements. ~~partner,~~FASB ~~records~~ASC aTopic ~~charge~~810-10 ~~equal~~requires todisclosure, on the ~~minority~~face ~~partner's~~of ~~excess~~the ~~distribution~~consolidated ~~over~~income ~~the~~statements, ~~investment~~of ~~balance.~~those ~~This~~amounts ~~charge~~of ~~would~~consolidated benet ~~classified~~income asand ~~distributions~~other tocomprehensive ~~minority~~income ~~interest~~attributable to ~~partner~~controlling ~~in excess~~and ofnoncontrolling ~~investment~~interests, oneliminating the ~~consolidated~~past ~~statements~~practice of ~~operations. Losses are~~ ~~allocated~~reporting toamounts ~~the~~of ~~minority~~income ~~partner~~attributable to ~~the~~noncontrolling ~~extent~~interests ~~they~~as ~~do not create a minority~~an ~~deficit,~~adjustment in ~~which~~arriving ~~case,~~at ~~the~~consolidated ~~Partnership~~net ~~recognizes~~income. ~~100%~~FASB ofASC ~~the~~Topic ~~losses in~~810-10 ~~operating~~requires ~~income.~~the ~~The~~parent ~~Partnership~~to ~~will~~attribute ~~recognize~~to ~~100%~~noncontrolling ofinterests ~~future~~their ~~net~~share ~~income~~ of ~~the~~losses ~~Joint~~even ~~Venture~~if tosuch ~~the~~attribution ~~extent~~results ofin ~~previously~~a ~~unallocated~~deficit ~~losses~~noncontrolling ~~and~~interest ~~distributions.~~balance ~~Distributions~~within to the ~~minority~~parent’s ~~partner~~equity ~~had~~accounts, ~~previously~~and ~~reduced~~in ~~its investment~~some ~~balance~~instances, torequires ~~zero~~a parent into ~~prior~~recognize ~~years. The~~a ~~minority~~gain ~~partner’s~~or ~~share~~loss ~~of unallocated~~in ~~losses~~net ~~and~~income ~~distributions~~when ~~was~~a ~~approximately~~subsidiary ~~$1,055,000 at December~~is ~~31, 2007~~deconsolidated.

The ~~Joint~~Partnership ~~Venture~~owned ~~had net~~an ~~income of approximately $12,392,000 and a net loss of approximately $386,000 for the years ended December 31, 2008 and 2007, respectively~~82.5% ~~The~~general ~~minority~~ partner~~'s share~~ ofinterest ~~net~~in ~~income for~~ the ~~year~~Sterling ~~ended~~Crest ~~December~~Joint ~~31,~~Venture ~~2008 was approximately~~("Joint ~~$2,299,000~~Venture") ~~and~~which ~~the~~operated ~~minority~~Brighton ~~partner’s~~Crest ~~share~~Apartments ofand ~~net loss for the year ended December 31, 2007~~ was ~~approximately~~sold ~~$68,000. However,~~on ~~the~~June ~~Partnership recognized approximately $1~~10,~~055,000 of the minority partner’s share of net~~ ~~income for the year ended December 31,~~ 2008 ~~which was equal to previous unallocated losses and distributions of the minority partner~~. The Partnership ~~recognized~~ ~~100%~~exercised ofcontrol ~~the~~over ~~net loss for~~ the ~~year~~activities ~~ended~~of ~~December 31, 2007 due to~~ the ~~minority~~ ~~partner’s~~Joint ~~investment balance being reduced to zero~~ Venture in ~~2002.~~accordance ~~For~~with the ~~year~~ ~~ended December 31, 2008, the~~ Joint Venture ~~distributed~~Agreement. ~~approximately $7,108,000~~The ~~of sale proceeds to its partners, of which approximately $1,244,000 was distributed to the~~ minority partner~~. There~~ ~~were~~was ~~no distributions from~~an ~~the~~affiliated ~~Joint~~public ~~Venture to its partners for the year ended December 31, 2007~~partnership. ~~At December 31, 2008 the Joint Venture has been liquidated.~~

~~Note~~At GDecember 31, –2008, the ~~Casualty~~carrying ~~Events~~amount of noncontrolling interests in the joint venture was zero as the joint venture had been liquidated. While the Joint Venture had been liquidated prior to the adoption of FASB ASC Topic 810-10, FASB ASC Topic 810-10 requires restrospective adoption of the presentation requirements; therefore, in periods for which noncontrolling interest is presented the historical balances previously classified as “Minority Interest” will be reclassified to the Partners’ (Deficiency) Capital section and presented as “Noncontrolling interest.” Also, the historical balances previously classified as “Minority interest in net earnings of joint venture” will be reclassified and presented as a reduction of net income as “Net income attributable to noncontrolling interest.”

~~In September 2007, Brighton Crest Apartments suffered fire damage to two of its rental units.~~ The ~~cost~~table ~~to repair~~below ~~the~~presents ~~units was approximately $38,000. Insurance proceeds of approximately $5,000 and $20,000 were received during~~ the ~~years ended December 31, 2008 and~~ ~~2007,~~components ~~respectively. The Partnership recognized a casualty gain~~ of ~~approximately $17,000 as a result of~~ the ~~receipt of approximately $20,000 in insurance proceeds~~ net ofincome ~~the~~attributable ~~write~~to ~~off of undepreciated assets of approximately $3,000 during~~ the ~~year~~controlling ~~ended~~interest ~~December~~for ~~31, 2007. The Partnership recognized an additional gain of approximately $5,000 during~~ the year ended December 31, 2008.:

Loss from continuing operations attributable
to controlling interest	$ (635)
Loss from discontinued operations attributable
to controlling interest	(3,782)
Gain on sale of discontinued operations attributable
to controlling interest	20,246
Net income attributable to controlling interest	$ 15,829

InAs ~~March~~a ~~2008,~~result ~~The~~of ~~Fairway~~the ~~Apartments~~use of ~~suffered~~the ~~fire~~equity ~~damage~~method of accounting for the noncontrolling partner's investment in the joint venture, the noncontrolling interest had been reduced to ~~four~~zero ~~rental~~in ~~units~~prior periods. ~~The~~ ~~cost~~When the Joint Venture made distributions in excess of the noncontrolling partner's investment balance, the Partnership, as the controlling partner, recorded a charge equal to ~~repair~~the noncontrolling partner's excess distribution over the ~~units~~investment balance. This charge would be classified as ~~was~~distributions ~~approximately~~to ~~$27,000~~the ~~and~~noncontrolling isinterest ~~included~~partner in ~~operating~~excess ~~expenses~~of investment on the consolidated statements of operations. ~~Subsequent~~Losses were allocated to the ~~December~~noncontrolling ~~31,~~partner ~~2008,~~to the ~~Partnership~~extent ~~received~~they ~~insurance~~did ~~proceeds~~not ofcreate ~~approximately~~a noncontrolling ~~$17~~deficit,~~000,~~ ~~net~~in which case the Partnership recognized 100% of ~~deductibles~~the losses in operating income. The ~~insurance~~Partnership ~~proceeds~~would ~~were~~recognize ~~recorded~~100% asof afuture net income of ~~receivable~~the asJoint Venture to the extent of ~~December~~previously ~~31,~~unallocated ~~2008~~losses and distributions. ~~are~~Distributions ~~also~~to ~~included~~the asnoncontrolling apartner ~~reduction~~had ofpreviously ~~operating~~reduced ~~expenses.~~its Noinvestment ~~future~~balance ~~insurance~~to ~~proceeds~~zero ~~are~~in ~~expected.~~prior years.

~~During~~The ~~the~~Joint ~~third~~Venture ~~quarter~~had net income of ~~2008~~approximately $12,392,000 for the year ended December 31, 2008. The ~~Partnership~~noncontrolling ~~had~~partner’s ~~accrued~~share of net income for the year ended December 31, 2008 was approximately $252,299,000. However, the Partnership recognized approximately $1,055,000 of ~~clean~~the upnoncontrolling ~~costs~~partners’ ~~for~~share ~~estimated~~of net income for ~~damages~~the ~~suffered~~year atended ~~The~~December ~~Fairways~~31, ~~Apartments~~2008 ~~from~~which ~~Hurricane~~was ~~Ike.~~equal ~~These~~to ~~costs~~previous ~~were~~unallocated losses ~~included~~and indistributions ~~operating~~of ~~expenses~~the noncontrolling partner. ~~During~~For the ~~fourth~~year ~~quarter~~ended ofDecember 31, 2008, ~~this~~the ~~estimate~~Joint Venture distributed approximately $7,108,000 of sale proceeds to its partners, of which approximately $1,244,000 was ~~reversed~~distributed asto the noncontrolling ~~actual~~partner. ~~clean~~At upDecember ~~costs~~31, ~~incurred~~2008 ~~were~~the ~~minimal~~Joint Venture had been liquidated.

Note HG – ~~Sale of Investment~~ ~~Properties~~Casualty Events

OnIn ~~June~~September 102007, ~~2008, the Partnership sold~~ Brighton Crest Apartments suffered tofire adamage ~~third~~to ~~party~~two ~~for~~of aits ~~gross~~rental ~~sales price of $21,500,000~~units. The ~~net~~cost ~~proceeds~~to ~~realized~~repair by the ~~Partnership were~~units was approximately $2138,~~239,~~000. ~~after~~Insurance ~~payment~~proceeds of ~~closing costs of~~ approximately $~~261~~5,000. ~~The Partnership used approximately~~ and $920,~~723,~~000 towere ~~repay~~received during the ~~first~~years ~~and second~~ended ~~mortgages~~December ~~encumbering~~31, ~~the~~2008 ~~property~~and 2007, respectively. The Partnership ~~realized~~recognized a casualty gain ~~on sale~~ of ~~discontinued operations of~~ approximately $1517,~~392,~~000 ~~during the year ended December 31, 2008~~ as a result of the ~~sale.~~receipt Inof ~~addition~~approximately $20,000 ~~the~~in ~~Partnership~~insurance ~~recorded~~proceeds anet ~~loss~~of onthe ~~extinguishment~~write off of ~~debt~~undepreciated assets of approximately $23,~~800,~~000 during ~~due to~~ the ~~write-off~~ ofyear ~~unamortized~~ended ~~loan~~December ~~costs~~31, ~~and~~2007. The ~~the~~Partnership ~~payment~~recognized ~~of a prepayment penalty~~an ~~associated~~additional ~~with~~casualty ~~the~~gain ~~repayment~~ of ~~the first and second mortgages of~~ approximately $25,~~464,~~000~~. The~~ ~~loss~~during onthe ~~extinguishment~~year ofended ~~debt is included in loss from~~December ~~discontinued~~31, ~~operations~~2008.

OnIn ~~June~~August 262007, ~~2008, the~~Brighton ~~Partnership~~Crest ~~sold~~Apartments ~~The~~suffered ~~Village~~water ~~Apartments~~damage to atwo ~~third~~of ~~party~~its ~~for~~rental ~~a gross sales price of $9,355,000~~units. The cost ~~net~~to ~~proceeds~~repair ~~realized by~~ the ~~Partnership~~units ~~were~~was approximately ~~$9,136,000~~ ~~after payment of closing costs of approximately~~ $~~219~~42,000. Insurance ~~The Partnership~~proceeds ~~used~~ of approximately $533,~~207,~~000 ofwere ~~the~~received ~~net~~during ~~proceeds to repay~~ the ~~first and~~year ~~second~~ended ~~mortgages~~December ~~encumbering the property~~31, 2008. The Partnership ~~realized~~recognized a casualty gain on ~~sale~~ of ~~discontinued operations of~~ approximately $628,~~624,~~000 ~~during the year~~ ~~ended December 31, 2008~~ as a result of the ~~sale.~~receipt ~~In addition, the Partnership recorded a loss on extinguishment~~ of ~~debt of~~ approximately $133,~~106,~~000 ~~due~~in toinsurance ~~the write-off~~proceeds ofnet ~~unamortized loan costs and the payment~~ of ~~a prepayment penalty~~ ~~associated with~~ the ~~repayment~~write off of ~~the~~undepreciated ~~first~~assets ~~and second mortgages~~ of approximately $~~905~~5,000. ~~The~~during ~~loss~~the onyear ended ~~extinguishment~~December of31, ~~debt is included in loss from discontinued operations~~2008.

~~Note~~In March I2008, -The Fairway Apartments suffered fire damage to four rental units. ~~Contingencies~~The cost to repair the units was approximately $27,000 and was included in operating expenses during the year ended December 31, 2008. The Partnership received insurance proceeds of approximately $17,000, net of deductibles, during the year ended December 31, 2009. The insurance proceeds were recorded as a receivable as of December 31, 2008 and were also included as a reduction of operating expenses. No future insurance proceeds are expected.

~~As previously disclosed,~~In ~~AIMCO~~June ~~Properties~~2009, ~~L.P.~~The ~~and~~Fairways ~~NHP~~Apartments ~~Management~~suffered ~~Company,~~wind ~~both~~and ~~affiliates~~hail ofdamage ~~the Managing~~to ~~General~~several ~~Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District~~ of ~~Columbia,~~its ~~alleging~~apartment ~~that~~buildings ~~they~~and ~~willfully violated~~ the ~~Fair~~office ~~Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”)~~building. The ~~plaintiffs~~cost ~~also contended that AIMCO Properties, L.P. and NHP Management Company failed~~ to ~~compensate maintenance~~repair ~~workers for time that they were required to be "on-call" (“on-call claims”). In March 2007,~~ the ~~court in the District of Columbia decertified~~damaged ~~the~~buildings ~~collective~~is ~~action.~~approximately ~~In July 2007~~$217, ~~plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions~~000. InSubsequent ~~the~~to ~~second~~December ~~quarter 2008~~31, ~~AIMCO Properties,~~2009 ~~L.P. settled~~ the ~~overtime cases involving 652 plaintiffs and~~ ~~established~~Partnership areceived ~~framework~~insurance ~~for~~proceeds ~~resolving~~of ~~the~~approximately 88$129,000 ~~remaining “on-call” claims~~ and ~~the~~ ~~attorneys’~~anticipates ~~fees~~receiving ~~claimed~~an byadditional ~~plaintiffs’ counsel. As a result~~$82,000 ~~the lawsuits asserted in the 22 Federal courts will be dismissed. During the fourth quarter~~ of ~~2008,~~insurance ~~the settlement amounts for alleged unpaid overtime to employees was paid by those partnerships where the respective employees had worked~~proceeds. The ~~Partnership was not required to pay any settlement~~total ~~amounts.~~expected Atinsurance ~~this~~proceeds ~~time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel~~ are ~~not~~expected ~~resolved. The Managing General Partner is uncertain as~~ to ~~the~~cover ~~amount of any additional loss that may be allocable to~~ the ~~Partnership. Therefore,~~ ~~the~~repair ~~Partnership~~costs ~~cannot~~and ~~estimate~~no ~~whether any additional~~ loss will ~~occur~~be orrecognized arelated ~~potential~~to ~~range~~this ofcasualty ~~loss~~event.

~~The Partnership~~Note isH ~~unaware~~– ofSale ~~any other pending or outstanding litigation matters involving it or its investment properties that are not~~ of ~~a routine nature~~Investment ~~arising in the ordinary course of business.~~Properties

~~Environmental~~On June 10, 2008, the Partnership sold Brighton Crest Apartments to a third party for a gross sales price of $21,500,000. The net proceeds realized by the Partnership were approximately $21,239,000 after payment of closing costs of approximately $261,000. The Partnership used approximately $9,723,000 to repay the first and second mortgages encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $15,392,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $2,800,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the repayment of the first and second mortgages of approximately $2,464,000. The loss on extinguishment of debt is included in loss from discontinued operations.

~~Various~~On ~~Federal~~June 26, ~~state~~2008, ~~and~~the Partnership ~~local~~sold ~~laws~~The ~~subject property~~Village ~~owners~~Apartments orto ~~operators~~a tothird ~~liability~~party for ~~management,~~a ~~and~~gross ~~the~~sales ~~costs of~~price ~~removal or remediation,~~ of ~~certain hazardous substances present on a property~~$9, ~~including lead-based paint~~355,000. ~~Such~~The ~~laws~~net ~~often~~proceeds ~~impose~~realized ~~liability~~by ~~without regard to whether~~ the ~~owner~~Partnership orwere ~~operator knew of~~approximately $9,136,000 orafter ~~was~~payment ~~responsible~~of ~~for,~~closing ~~the~~costs ~~release or presence~~ of ~~the~~approximately ~~hazardous substances~~$219,000. The Partnership ~~presence~~used ofapproximately $5,207,000 orof the ~~failure~~net proceeds to ~~manage or~~repay ~~remedy~~the ~~properly, hazardous substances may adversely affect occupancy at~~first ~~affected~~and ~~apartment~~second ~~communities~~mortgages ~~and~~encumbering the ~~ability~~property. toThe ~~sell~~Partnership orrealized ~~finance~~a ~~affected~~gain ~~properties.~~on Insale ~~addition~~of todiscontinued ~~the~~operations ~~costs~~of ~~associated~~approximately ~~with investigation and remediation actions brought by government agencies~~$6,624,000 ~~and~~during ~~potential~~the ~~fines, or~~year ~~penalties~~ended ~~imposed~~December ~~by such agencies in connection therewith~~31, ~~the~~2008 ~~presence~~as ~~of hazardous substances on~~ a ~~property could~~ result inof ~~claims~~the bysale. ~~private~~In ~~plaintiffs for personal injury~~addition, ~~disease,~~the ~~disability or other infirmities. Various laws also~~Partnership ~~impose~~recorded ~~liability~~a ~~for~~loss ~~the~~on ~~cost~~extinguishment of ~~removal,~~debt ~~remediation or disposal~~ of ~~hazardous substances~~approximately ~~through~~$1,106,000 adue ~~licensed~~to ~~disposal or treatment facility. Anyone who arranges for~~ the ~~disposal~~write-off ~~or treatment~~ of ~~hazardous~~unamortized ~~substances~~loan iscosts ~~potentially liable~~and ~~under such laws. These laws often impose liability whether or not~~ the ~~person~~payment ~~arranging~~of ~~for~~a ~~the~~prepayment ~~disposal~~penalty ~~ever~~associated ~~owned~~with ~~or operated~~ the ~~disposal~~repayment ~~facility. In~~of ~~connection with~~ the ~~ownership,~~first ~~operation~~ and second ~~management~~mortgages of ~~its~~approximately ~~properties~~$905, ~~the~~000. ~~Partnership~~The ~~could~~loss ~~potentially~~on beextinguishment ~~liable~~of ~~for~~debt is ~~environmental~~included ~~liabilities~~in ~~or costs~~loss ~~associated~~from ~~with~~discontinued ~~its properties~~operations.

~~Mold~~Note I - Subsequent Events

~~The~~On ~~Partnership~~February is26, ~~aware~~2010, ofthe ~~lawsuits~~Partnership ~~against~~sold ~~owners~~The ~~and~~Fairway ~~managers~~Apartments, ofits ~~multifamily~~sole ~~properties~~investment ~~asserting~~property, ~~claims~~to a ofthird ~~personal~~party ~~injury~~for ~~and~~a ~~property~~total ~~damage~~sales ~~caused~~price ~~by the presence~~ of ~~mold~~$11,650,000. ~~some~~The ~~of which~~net ~~have~~proceeds ~~resulted~~realized ~~in substantial monetary judgments or settlements. The~~by the Partnership ~~has~~were ~~only~~approximately ~~limited~~$2,569,000 ~~insurance~~after ~~coverage~~payment ~~for~~of ~~property~~closing ~~damage~~costs ~~loss claims~~of ~~arising~~approximately ~~from~~$214,000 and the ~~presence~~assumption of ~~mold~~the first and ~~for~~second ~~personal~~mortgages encumbering ~~injury~~the ~~claims~~property ~~related~~of toapproximately ~~mold exposure. Affiliates~~$8,867,000 ofby the ~~Managing~~buyer. ~~General~~The Partnership ~~Partner~~used ~~have~~approximately ~~implemented policies~~$445,000 ~~procedures,~~to ~~third-party~~repay ~~audits~~amounts ~~and~~owed ~~training~~to ~~and~~affiliates of the Managing General Partner. ~~believes~~The ~~that~~Partnership ~~these~~anticipates ~~measures~~recognizing ~~will~~a ~~prevent~~gain, during orthe ~~eliminate~~first ~~mold~~quarter ~~exposure~~of ~~and will~~2010, ~~minimize~~of ~~the~~approximately ~~effects~~$5,075,000 ~~that~~as ~~mold~~a ~~may~~result ~~have~~of ~~on residents~~the sale. To ~~date~~In addition, the Partnership ~~has~~anticipates ~~not~~recognizing ~~incurred~~a ~~any~~loss ~~material costs or liabilities relating to~~on ~~claims~~extinguishment of ~~mold~~debt, ~~exposure~~during orthe tofirst ~~abate~~quarter ~~mold~~of ~~conditions. Because~~2010, ~~the~~of ~~law~~approximately ~~regarding~~$126,000 ~~mold~~as isa ~~unsettled~~result ~~and~~of ~~subject to change~~ the ~~Managing~~write ~~General~~off ~~Partner can~~of ~~make~~unamortized noloan ~~assurance~~costs. ~~that~~As ~~liabilities~~a ~~resulting~~result ~~from~~ of the ~~presence~~sale of ~~or exposure~~its tosole ~~mold~~investment ~~will~~property, ~~not have a material adverse effect on~~ the Partnership~~’s consolidated~~ ~~financial~~expects ~~condition~~to orliquidate by ~~results~~December ~~of operations~~31, 2010.

~~ITEM~~Subsequent 9to December 31, 2009, the Partnership distributed approximately $1,277,000 to the limited partners or $45.00 ~~Changes~~per inlimited ~~and~~partnership ~~Disagreements~~unit ~~with~~from ~~Accountants~~proceeds onfrom ~~Accounting~~the February ~~and~~2010 ~~Financial~~sale ~~Disclosure~~of The Fairway Apartments.

~~None.~~Note J - Contingencies

~~Item~~As 9Apreviously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (T“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The ~~Controls~~plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the ~~Procedures~~Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The Managing General Partner is uncertain as to the amount of any loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any loss will occur or a potential range of loss.

(The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment property that are not of a~~) Disclosure~~ routine nature arising ~~Controls~~in ~~and~~the ~~Procedures~~ordinary course of business.

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective. Environmental

~~Management’s~~Various ~~Report~~Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, ~~Internal~~including ~~Control~~lead-based ~~Over~~paint. ~~Financial~~Such ~~Reporting~~laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines, or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:Mold

· The Partnership is aware of ~~pertain~~lawsuits against owners and managers of multifamily properties asserting claims toof personal injury and property damage caused by the ~~maintenance~~presence of ~~records~~mold, ~~that~~some of which have resulted in ~~reasonable~~substantial ~~detail~~monetary ~~accurately~~judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and ~~fairly~~for personal injury claims related to mold ~~reflect~~exposure. Affiliates of the ~~transactions~~Managing General Partner have implemented policies, procedures, third-party audits and ~~dispositions~~training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of ~~assets;~~mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.

~~· provide reasonable~~ITEM ~~assurance~~9. ~~that~~Changes ~~transactions are recorded as necessary to permit preparation of consolidated financial statements~~ in ~~accordance with generally accepted accounting principles,~~ and ~~that~~Disagreements ~~receipts and expenditures are being made only in accordance~~ with ~~authorizations~~Accountants ofon ~~the~~Accounting ~~Partnership’s management;~~ and Financial Disclosure

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statementsNone.

~~Because~~Item ~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~9A(T). ~~Projections~~Controls ~~of any evaluation of effectiveness to future periods~~and ~~are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.~~Procedures

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2008. In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (~~COSO~~a) Disclosure Controls inand ~~Internal Control-Integrated Framework.~~Procedures

~~Based~~The onPartnership’s management, ~~their~~with ~~assessment~~the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s ~~management~~principal ~~concluded~~executive ~~that~~officer and principal financial officer, asrespectively, has evaluated the effectiveness of ~~December~~the Partnership’s 31disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, ~~2008~~as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal ~~internal~~executive ~~control~~officer ~~over~~and principal financial ~~reporting~~officer, isrespectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

~~This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting.~~ Management’s ~~report was~~Report ~~not subject to the attestation by the Partnership’s registered public~~on ~~accounting~~Internal ~~firm~~Control ~~pursuant~~Over toFinancial ~~temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.~~Reporting

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(bf) ~~Changes~~ inand 15d-15(f) under the Exchange Act as a process designed by, or ~~Internal~~under ~~Control~~the ~~Over~~supervision ~~Financial~~of, ~~Reporting.~~the principal executive and principal financial officers of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~There has been no change in~~· ~~the Partnership’s internal control over financial reporting (as defined in Rules~~pertain ~~13a-15(f)~~to ~~and 15d-15(f) under~~ the ~~Exchange~~maintenance ~~Act) during the fourth quarter~~ of ~~2008~~ records that ~~has~~in ~~materially~~reasonable ~~affected,~~detail oraccurately isand ~~reasonably likely to materially affect,~~fairly reflect the ~~Partnership’s~~transactions ~~internal~~and ~~control~~dispositions ~~over~~of ~~financial reporting.~~assets;

~~Item~~· provide reasonable ~~9B.~~assurance ~~Other~~that ~~Information~~transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

~~None~~· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

~~PART~~Because ~~III~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Item~~The 10Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2009. In ~~Directors~~making this assessment, ~~Executive~~the Partnership’s ~~Officers~~management ~~and~~used ~~Corporate~~the ~~Governance~~criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

~~Davidson~~Based ~~Growth~~on ~~Plus,~~their LPassessment, (the “Partnership”’s ormanagement ~~the~~concluded ~~“Registrant”)~~that, ~~has~~as noof ~~officers~~December or31, ~~directors.~~2009, ~~Davidson Growth Plus GP Corporation (~~the ~~“Managing General Partner”) manages and controls~~ ~~substantially all of the~~ Partnership’s ~~affairs~~internal ~~and~~control ~~has~~over ~~general~~financial ~~responsibility~~reporting ~~in all~~is ~~matters affecting its business~~effective.

~~The~~This ~~names~~annual ~~and~~report ~~ages~~does ~~of, as~~not ~~well~~include asan attestation report of the ~~positions~~Partnership’s ~~and~~registered ~~offices~~public ~~held~~accounting firm ~~by,~~regarding ~~the~~internal ~~present~~control ~~directors~~over ~~and~~financial ~~officers~~reporting. ofManagement’s report was not subject to the ~~Managing~~attestation ~~General~~by ~~Partner~~the ~~are~~Partnership’s ~~set~~registered ~~forth~~public accounting ~~below.~~firm ~~There~~pursuant ~~are~~to notemporary ~~family~~rules of the Securities and Exchange ~~relationships~~Commission ~~between~~that orpermit ~~among~~the ~~any~~Partnership ~~officers~~to orprovide ~~directors~~only management’s report in this annual report.

Name	Age	Position
Steven D. Cordes	37	Director and Senior Vice President
Harry G. Alcock	46	Director and Executive Vice President
Timothy J. Beaudin	50	President and Chief Operating Officer
David R. Robertson	43	President and Chief Financial Officer
Lisa R. Cohn	40	Executive Vice President, General Counsel and Secretary
Patti K. Fielding	45	Executive Vice President – Securities and Debt; Treasurer
Paul Beldin	35	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	47	Vice President

(b) Changes in Internal Control Over Financial Reporting.

~~Steven~~There ~~D. Cordes was appointed as a Director of the Managing General Partner effective March 2, 2009. Mr. Cordes~~ has been ano ~~Senior~~change ~~Vice President of~~ in the ~~Managing~~Partnership’s ~~General~~internal ~~Partner~~control ~~and AIMCO~~over ~~since~~financial ~~May~~reporting ~~2007. Mr.~~(as ~~Cordes~~defined ~~was appointed Senior Vice President – Structured Equity~~ in ~~May 2007. Mr. Cordes joined AIMCO in 2001 as a Vice~~Rules ~~President~~13a-15(f) ~~of Capital Markets with responsibility for AIMCO’s joint ventures~~ and ~~equity~~ ~~capital~~15d-15(f) ~~markets~~under ~~activity. Prior~~the toExchange ~~joining~~Act) ~~AIMCO,~~during ~~Mr. Cordes was a manager in~~ the ~~financial~~fourth ~~consulting~~quarter ~~practice~~ of ~~PricewaterhouseCoopers.~~ ~~Effective March~~ 2009, ~~Mr.~~that ~~Cordes~~has ~~was~~materially ~~appointed~~affected, toor ~~serve~~is asreasonably ~~the~~likely ~~equivalent~~to ofmaterially ~~the~~affect, ~~chief~~the ~~executive~~Partnership’s ~~officer~~internal ofcontrol ~~the~~over ~~Partnership~~financial reporting.

~~Harry~~Item G9B. ~~Alcock~~Other was appointed as a Director of the Managing General Partner in October 2004 and was appointed Executive Vice President of the Managing General Partner in February 2004 and has been Executive Vice President of AIMCO since October 1999. Mr. Alcock has had responsibility for acquisition and financing activities of AIMCO since July 1994, serving as Vice President from July 1996 to October 1997 and as Senior Vice President from October 1997 to October 1999. Mr. Alcock focuses on transactions related to AIMCO’s portfolio of properties in the western portion of the United States.Information

~~Timothy J~~None. Beaudin was appointed Executive Vice President and Chief Development Officer of the Managing General Partner and AIMCO in October 2005 and was appointed Executive Vice President and Chief Property Operating Officer of the Managing General Partner and AIMCO in October 2008. Mr. Beaudin was promoted to President and Chief Operating Officer of AIMCO in February 2009. Mr. Beaudin oversees conventional and affordable property operations and information technology, in addition to redevelopment and construction services. He is also responsible for asset management for conventional properties. Prior to joining AIMCO and beginning in 1995, Mr. Beaudin was with Catellus Development Corporation, a San Francisco, California-based real estate investment trust. During his last five years at Catellus, Mr. Beaudin served as Executive Vice President, with management responsibility for development, construction and asset management.

~~Lisa~~PART R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the Managing General Partner and AIMCO in December 2007. From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO. Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel. Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.III

~~Patti~~Item K10. ~~Fielding~~Directors, ~~was appointed~~ Executive ~~Vice~~Officers ~~President - Securities~~ and ~~Debt~~Corporate of the Managing General Partner in February 2004 and of AIMCO in February 2003. Ms. Fielding was appointed Treasurer of AIMCO and the Managing General Partner in January 2005. Ms. Fielding is responsible for debt financing and the treasury department. Ms. Fielding previously served as Senior Vice President - Securities and Debt of AIMCO from January 2000 to February 2003. Ms. Fielding joined AIMCO in February 1997 as a Vice President.Governance

~~David~~Davidson R.Growth ~~Robertson~~Plus, ~~was~~LP ~~appointed~~(the ~~President~~“Partnership” ~~and~~or ~~Chief~~the ~~Investment~~“Registrant”) ~~Officer~~has ofno ~~AIMCO~~officers inor ~~February~~directors. ~~2009, and~~Davidson onGrowth ~~March~~Plus 1,GP ~~2009,~~Corporation ~~he also became Chief Financial Officer of AIMCO and~~ (the “Managing General Partner~~. Mr.~~”) ~~Robertson~~manages ~~joined AIMCO as Executive Vice President in February 2002~~ and ~~has served as Chief Investment Officer since~~controls ~~March~~substantially ~~2007. In~~all ~~addition~~of tothe ~~serving as AIMCO~~Partnership’s ~~chief~~affairs ~~financial officer, Mr. Robertson is responsible for portfolio strategy, capital allocation, investments, joint ventures, asset management~~ and ~~transaction activities. Since February 1996, Mr. Robertson~~ has ~~served~~general asresponsibility ~~Chairman of Robeks Corporation,~~in aall ~~150-unit~~matters ~~privately~~affecting ~~held~~its ~~chain of specialty food stores that he founded~~business.

~~Paul~~The ~~Beldin~~names ~~was appointed Senior Vice President~~ and ~~Chief~~ages ~~Accounting Officer~~ of, ~~AIMCO~~as well ~~and~~as the ~~Managing General~~positions ~~Partner~~and inoffices ~~May~~held ~~2008. Mr. Beldin joined AIMCO in May 2008. Prior to that~~by, ~~Mr.~~the ~~Beldin~~present ~~served~~directors ~~as controller~~ and ~~then~~officers ~~as chief financial officer~~ of ~~America First Apartment Investors, Inc., a publicly traded~~ ~~multifamily real estate investment trust, from May 2005 to September 2007 when~~ the ~~company~~Managing ~~was~~General ~~acquired~~Partner byare ~~Sentinel~~set ~~Real~~forth ~~Estate Corporation~~below. ~~Prior~~ ~~to joining~~There ~~America~~are ~~First~~no ~~Apartment Investors, Inc., Mr. Beldin was a senior manager~~family atrelationships ~~Deloitte~~between ~~and~~or ~~Touche~~among ~~LLP,~~any ~~where~~officers heor ~~was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office~~directors.

Stephen B. Waters was appointed Vice President of the Managing General Partner and AIMCO in April 2004. Mr. Waters previously served as a Director of Real Estate Accounting since joining AIMCO in September 1999. Mr. Waters has responsibility for partnership accounting with AIMCO and serves as the principal financial officer of the Managing General Partner.

Name	Age	Position

Steven D. Cordes	38	Director and Senior Vice President
John Bezzant	47	Director and Senior Vice President
Timothy J. Beaudin	51	President and Chief Operating Officer
Ernest M. Freedman	39	Executive Vice President and Chief Financial Officer
Lisa R. Cohn	41	Executive Vice President, General Counsel and Secretary
Paul Beldin	36	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	48	Senior Director of Partnership Accounting

~~One~~Steven orD. ~~more~~Cordes ofwas ~~the~~appointed ~~above persons~~as ~~are~~a ~~also~~Director of ~~directors~~the ~~and/or~~Managing ~~officers~~General ofPartner aeffective ~~general~~March ~~partner~~2, ~~(or~~2009. Mr. ~~general~~Cordes has ~~partner~~been of a ~~general~~Senior ~~partner)~~Vice President of ~~limited~~the ~~partnerships~~Managing ~~which~~General ~~either~~Partner ~~have~~and aAIMCO ~~class~~since May of2007. Mr. ~~securities~~Cordes ~~registered~~joined ~~pursuant~~AIMCO toin ~~Section~~2001 ~~12(g)~~as ofa ~~the~~Vice ~~Securities~~President ~~Exchange Act~~ of ~~1934,~~Capital Markets orwith ~~are~~responsibility ~~subject~~for toAIMCO’s ~~the~~joint ~~reporting~~ventures ~~requirements~~and ofequity ~~Section 15(d) of~~capital ~~such~~markets ~~Act~~activity. Prior ~~Further,~~to ~~one~~joining orAIMCO, ~~more~~Mr. ofCordes ~~the~~was ~~above~~a ~~persons~~manager ~~are~~in ~~also officers of~~the ~~Apartment~~financial ~~Investment~~consulting ~~and~~practice ~~Management Company and the general partner~~ of ~~AIMCO~~PricewaterhouseCoopers. Effective March ~~Properties~~2009, LMr.~~P.,~~ ~~entities~~Cordes ~~that~~was ~~have~~appointed ato ~~class~~serve ofas ~~securities~~the ~~registered~~equivalent ~~pursuant to Section 12(g)~~ of the ~~Securities~~chief ~~Exchange~~executive officer ~~Act~~ of ~~1934,~~the orPartnership. Mr. ~~are~~Cordes ~~subject~~brings particular expertise to the ~~reporting~~Board ~~requirements~~in the areas of ~~Section~~asset 15management ~~(d)~~as ofwell ~~such~~as ~~Act~~finance and accounting.

~~The~~John ~~board~~Bezzant ofwas ~~directors~~appointed as a Director of the Managing General Partner ~~does~~effective ~~not~~December ~~have~~16, a2009. Mr. ~~separate~~Bezzant ~~audit~~has ~~committee.~~been Asa ~~such,~~Senior ~~the board~~Vice ofPresident ~~directors~~ of the Managing General Partner ~~fulfills~~and AIMCO ~~the~~since ~~functions~~joining ofAIMCO anin June 2006. Prior to joining AIMCO, from ~~audit~~2005 ~~committee~~to June 2006, Mr. ~~The~~Bezzant ~~board~~was ofa ~~directors~~First ~~has~~Vice ~~determined~~President ~~that~~at ~~Steven~~Prologis, Da Denver, Colorado-based real estate investment trust, and from 1986 to 2005, Mr. ~~Cordes~~Bezzant served ~~meets~~as ~~the~~Vice ~~requirement~~President, Asset Management at Catellus Development Corporation, a San Francisco, California-based real estate investment trust. Mr. Bezzant brings particular expertise to the Board in the areas of anreal ~~"audit~~estate finance, ~~committee~~property ~~financial~~operations, ~~expert"~~sales and development.

~~The~~Timothy ~~directors~~J. Beaudin was appointed President and ~~officers~~Chief Operating Officer of AIMCO and the Managing General Partner in February 2009. He joined AIMCO and the Managing General Partner ~~with~~as ~~authority~~Executive ~~over~~Vice ~~the~~President ~~Partnership~~and ~~are~~Chief ~~all~~Development ~~employees~~Officer ofin ~~subsidiaries~~October 2005 ofand was appointed Executive Vice President and Chief Property Operating Officer of the Managing General Partner and AIMCO in October 2008. Mr. Beaudin ~~AIMCO~~oversees ~~has~~conventional ~~adopted~~and aaffordable ~~code~~property ofoperations, ~~ethics~~transactions, asset ~~that~~management, ~~applies~~and toredevelopment ~~such~~and ~~directors~~construction services for AIMCO and the ~~officers~~Managing ~~that~~General isPartner. Prior ~~posted~~to onjoining AIMCO's ~~website~~and ~~(www~~beginning in 1995, Mr.~~AIMCO~~ Beaudin was with Catellus Development Corporation.~~com)~~ During his last five years at Catellus, Mr. ~~AIMCO's~~Beaudin ~~website~~served isas ~~not~~Executive Vice President, with ~~incorporated~~management byresponsibility ~~reference~~for todevelopment, ~~this~~construction ~~filing~~and asset management.

~~Item~~Ernest 11M. Freedman was appointed Executive ~~Compensation~~Vice President and Chief Financial Officer of the Managing General Partner and AIMCO in November 2009. Mr. Freedman joined AIMCO in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas. Prior to joining AIMCO, from 2004 to 2007, Mr. Freedman served as chief financial officer of HEI Hotels and Resorts.

~~Neither~~Lisa ~~the~~R. ~~directors~~Cohn ~~nor~~was appointed ~~the~~Executive ~~officers~~Vice ~~received~~President, ~~any~~General ~~remuneration~~Counsel ~~from~~and ~~the~~Secretary ~~Partnership~~of ~~for~~ the ~~year~~Managing ~~ended~~General Partner and AIMCO in December 312007. From January 2004 to December 2007, Ms. ~~2008~~Cohn served as Senior Vice President and Assistant General Counsel of AIMCO. Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel. Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

~~Item~~Paul ~~12.~~Beldin ~~Security~~joined ~~Ownership~~AIMCO in May 2008 and has served as Senior Vice President and Chief Accounting Officer of AIMCO ~~Certain~~and ~~Beneficial~~the ~~Owners~~Managing General Partner since that time. Prior to joining AIMCO, Mr. Beldin served as controller and ~~Management~~then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation. Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche ~~Related~~LLP, ~~Stockholder~~where ~~Matters~~he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

~~The~~Stephen ~~following~~B. ~~table~~Waters ~~sets~~was ~~forth~~appointed ~~certain~~Senior ~~information~~Director ~~regarding~~of ~~limited~~Partnership ~~partnership~~Accounting ~~units~~ of AIMCO and the ~~Partnership~~Managing ~~owned~~General byPartner ~~each~~in ~~person~~June ~~who~~2009. Mr. isWaters ~~known~~has byresponsibility ~~the~~for partnership ~~Partnership~~accounting towith ~~own~~AIMCO ~~beneficially~~and ~~or exercise~~serves ~~voting~~as orthe ~~dispositive~~principal ~~control~~financial ~~over~~officer of ~~more~~the ~~than~~Managing 5%General ofPartner. Mr. ~~the~~Waters ~~Partnership's limited~~joined ~~partnership~~AIMCO ~~units,~~as bya ~~each~~Director of Real ~~the~~Estate ~~directors~~Accounting ~~and~~in bySeptember ~~all~~1999 ~~directors~~ and ~~executive~~ ~~officers~~was appointed Vice President of the Managing General Partner asand aAIMCO ~~group~~in asApril of2004. Prior ~~December~~to 31joining AIMCO, ~~2008~~Mr. Waters was a senior manager at Ernst & Young LLP.

Entity	Number of Units	Percentage
AIMCO IPLP, L.P.	2,482.83	8.75%
(an affiliate of AIMCO)
CooperRiverProperties, LLC	3,937.00	13.88%
(an affiliate of AIMCO)
AIMCO Properties, L.P.	11,404.17	40.19%
(an affiliate of AIMCO)

The Registrant is not aware of the involvement in any legal proceedings with respect to the directors and executive officers listed in this Item 10.

~~Cooper~~One ~~River~~or ~~Properties,~~more ~~LLC~~of the above persons are also directors and/or ~~AIMCO~~officers ~~IPLP~~of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of Lsuch Act.P. Further, one or more of the above persons are ~~indirectly~~also ~~ultimately~~officers ~~owned~~of Apartment byInvestment and Management Company and the general partner of AIMCO Properties, L.P., ~~Their~~entities ~~business~~that ~~address~~have isa 55class of securities registered pursuant ~~Beattie~~to ~~Place,~~Section ~~Greenville~~12(g) of the Securities Exchange Act of 1934, ~~South~~or ~~Carolina~~are ~~29602.~~subject to the reporting requirements of Section 15 (d) of such Act.

~~AIMCO~~The ~~Properties,~~board ~~L.P.~~of ~~is indirectly~~directors ~~ultimately~~of ~~controlled~~the byManaging General ~~AIMCO.~~Partner ~~Its~~does ~~business~~not ~~address~~have isa ~~4582~~separate Saudit committee. As such, the board of ~~Ulster~~directors Stof the Managing General Partner fulfills the functions of an audit committee. ~~Parkway,~~The ~~Suite~~board ~~1100,~~of ~~Denver,~~directors ~~Colorado~~has ~~80237~~determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

AsThe ofdirectors ~~December~~and ~~31, 2008, no~~officers ~~director or officer~~ of the Managing General Partner ~~owns,~~with ~~nor~~authority doover the ~~directors or~~Partnership ~~officers~~are asall employees aof ~~whole~~subsidiaries ~~own~~of ~~more~~AIMCO. ~~than~~AIMCO 1%has ofadopted ~~the~~a ~~Partnership’s~~code ~~Units.~~of Noethics ~~such~~that ~~director~~applies orto ~~officer~~such ~~had~~directors ~~any~~and ~~right~~officers tothat ~~acquire~~is ~~beneficial~~posted ~~ownership~~on ofAIMCO's ~~additional~~website ~~Units~~(www.AIMCO.com). ofAIMCO's ~~the~~website ~~Partnership~~is not incorporated by reference to this filing.

Item 1311. ~~Certain~~Executive ~~Relationships and Related Transactions, and Director Independence~~Compensation

~~The~~Neither ~~Partnership has no employees and depends on~~ the ~~Managing~~directors ~~General Partner and its affiliates for the management and~~nor ~~administration of all Partnership activities. Affiliates of~~ the ~~Managing~~officers ~~General Partner~~received ~~provide~~any ~~property~~remuneration ~~management~~from ~~and asset management services to~~ the ~~Partnership.~~ ~~The~~ Partnership ~~Agreement provides~~ for ~~(i)~~the ~~payments~~year ~~to affiliates~~ended ~~for~~December ~~services~~31, ~~and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership~~2009.

~~Affiliates~~Item of12. ~~the~~Security ~~Managing General~~Ownership ~~Partner receive 5%~~ of ~~gross~~Certain ~~receipts~~Beneficial ~~from~~Owners ~~all of the Partnership's properties as compensation for providing property management services. The Partnership paid or accrued to such affiliates approximately $214,000~~ and ~~$302,000~~ ~~for~~Management ~~the years ended December 31, 2008~~ and ~~2007,~~Related ~~respectively,~~Stockholder which is included in operating expenses and loss from discontinued operations. As of December 31, 2007, the Partnership owed approximately $1,000 to affiliates, which is included in due to affiliates. There were no such fees owed at December 31, 2008.Matters

~~Affiliates~~The offollowing ~~the~~table ~~Managing~~sets forth ~~General~~certain ~~Partner charged~~information ~~the~~regarding ~~Partnership~~limited ~~for~~partnership ~~reimbursement~~units of ~~accountable administrative expenses amounting to approximately $335,000 and $329,000 for~~ the ~~years ended December~~Partnership ~~31,~~owned ~~2008~~by ~~and~~each ~~2007,~~person ~~respectively,~~who ~~which~~ is ~~included~~known inby ~~general~~the ~~and~~Partnership ~~administrative expense,~~to ~~investment~~own ~~property,~~beneficially ~~assets~~or exercise ~~held~~voting ~~for~~or ~~sale~~dispositive ~~and~~control ~~gain~~over onmore ~~sale~~than ~~of discontinued~~5% ~~operations. The portion~~ of ~~these~~the ~~reimbursements included in~~Partnership's ~~investment~~limited ~~properties~~partnership units, ~~assets~~by ~~held~~each ~~for sale and gain on sale~~ of ~~discontinued operations for~~ the ~~years~~directors ~~ended~~and ~~December~~by ~~31,~~all ~~2008~~directors and ~~2007 are~~ ~~construction~~executive ~~management~~officers ~~services provided by an affiliate~~ of the Managing General Partner ofas ~~approximately~~a ~~$224,000~~group ~~and~~as ~~$176,000, respectively. As~~ of December 31, ~~2007, the Partnership owed affiliates approximately $33,000 of accrued~~ ~~accountable administrative expenses, which is included in due to affiliates~~2009. ~~There were no such fees owed at December 31, 2008.~~

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, or upon the refinance or sale of a property in the Partnership. During the year ended December 31, 2008, approximately $44,000 in accrued subordinated management fees were paid from sale proceeds. No Partnership management fees were accrued or paid during the year ended December 31, 2007. Unpaid subordinated management fees at December 31, 2007 were approximately $44,000, which were included in other liabilities. There were no subordinated management fees owed at December 31, 2008.

Entity	Number of Units	Percentage

AIMCO Bethesda Holdings, Inc.	17,824	62.82%
(an affiliate of AIMCO)

~~During the years ended December 31, 2008 and 2007,~~ AIMCO ~~Properties,~~Bethesda ~~L.P.~~Holdings, ~~an affiliate of the Managing~~ ~~General Partner advanced the Partnership approximately $867,000 and $1,474,000, respectively, to pay operational expenses and capital expenditures for all three investment properties~~Inc. ~~Interest on advances~~ is ~~charged~~indirectly atultimately ~~prime~~controlled ~~plus~~by 1%. Interest expense on these advances was approximately $151,000 and $297,000 for the years ended December 31, 2008 and 2007, respectively. During the year ended December 31, 2008, the Partnership repaid AIMCO ~~Properties, L~~.P. ~~approximately $5,172,000,~~Its ~~which~~business ~~included~~address approximately $684,000 of interest, with sale proceeds. During the year ended December 31, 2007, the Partnership repaid AIMCO Properties, L.P. approximately $399,000, which included approximately $6,000 of interest, with financing proceeds. At December 31, 2007, the amount of outstanding loans and accrued interest due to AIMCO Properties, L.P. was approximately $4,154,000 and is ~~included in due to affiliates. There were~~4582 ~~no advances or accrued interest owed at December 31, 2008~~S. ~~The~~ ~~Partnership may~~Ulster ~~receive additional advances of funds from AIMCO Properties, L~~St.P. ~~although AIMCO Properties~~Parkway, ~~L.P.~~Suite ~~is not obligated to provide such advances. For more information on AIMCO Properties~~1100, ~~L.P.~~Denver, ~~including~~Colorado ~~copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission~~80237.

~~The~~As ~~Partnership~~of ~~insures~~December ~~its properties~~31, up2009, ~~to certain limits through coverage provided by AIMCO which is~~no ~~generally~~director ~~self-insured~~or ~~for~~officer ~~a portion~~ of ~~losses~~the ~~and~~Managing ~~liabilities~~General ~~related~~Partner ~~to workers compensation~~owns, ~~property~~nor ~~casualty,~~do ~~general liability and vehicle liability. The Partnership insures its properties above~~ the ~~AIMCO limits through~~directors ~~insurance~~or ~~policies~~officers ~~obtained~~as bya ~~AIMCO~~whole ~~from~~own ~~insurers~~more ~~unaffiliated~~than ~~with~~1% of the ~~Managing~~ ~~General~~Partnership’s ~~Partner~~Units. ~~During~~No ~~the years ended December 31, 2008 and 2007, the~~such ~~Partnership~~director ~~was~~or ~~charged~~officer byhad ~~AIMCO~~any ~~and~~right ~~its~~to ~~affiliates~~acquire ~~approximately~~beneficial ~~$69,000~~ownership ~~and~~of additional ~~$188,000,~~Units ~~respectively,~~of ~~for~~the ~~insurance coverage and fees associated with policy claims administration~~Partnership.

~~Neither~~The ofPartnership has no employees and depends on the Managing General Partner’s ~~directors~~and isits ~~independent~~affiliates ~~under~~for the ~~independence~~management ~~standards~~and ~~established~~administration ~~for~~of ~~New~~all ~~York~~Partnership ~~Stock~~activities. ~~Exchange~~Affiliates ~~listed~~of ~~companies~~the asManaging ~~both~~General Partner ~~directors~~provide ~~are employed~~property bymanagement and asset management services to the Partnership. ~~parent~~The Partnership Agreement provides for (i) payments to affiliates for services and (ii) reimbursement of ~~the~~certain ~~Managing~~expenses ~~General~~incurred ~~Partner~~by affiliates on behalf of the Partnership.

~~Item~~Affiliates 14of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. ~~Principal~~The Partnership ~~Accounting~~paid ~~Fees~~to such affiliates approximately $115,000 and ~~Services~~$214,000 for the years ended December 31, 2009 and 2008, respectively, which is included in operating expenses.

~~The~~Affiliates of the Managing General Partner ~~has~~charged ~~reappointed~~the ~~Ernst~~Partnership &for ~~Young~~reimbursement ~~LLP~~of asaccountable ~~independent~~administrative ~~auditors~~expenses amounting to ~~audit~~approximately ~~the consolidated~~$91,000 ~~financial~~and ~~statements~~$335,000 offor the ~~Partnership~~years ~~for~~ended December 31, 2009 and 2008, respectively, which is included in general and administrative expense, investment property, and gain on sale of discontinued operations. The ~~aggregate~~portion ~~fees~~of ~~billed~~these reimbursements included in investment property, assets held for sale ~~services~~and ~~rendered~~gain byon ~~Ernst~~sale &of ~~Young~~discontinued ~~LLP~~operations for ~~2008~~the years ended December 31, 2009 and ~~2007~~2008 are ~~described~~construction ~~below~~management services provided by an affiliate of the Managing General Partner of approximately $53,000 and $224,000, respectively. As of December 31, 2009, the Partnership owed affiliates approximately $8,000 of accrued accountable administrative expenses, which is included in due to affiliates. There were no such fees owed at December 31, 2008.

~~Audit~~The ~~Fees. Fees~~Partnership Agreement provides for ~~audit~~the Managing General Partner to receive a fee for managing the ~~services~~affairs ~~totaled~~of ~~approximately~~the ~~$60,000~~Partnership. The fee is 2% of adjusted cash from operations as defined in the Partnership Agreement. Payment of this management fee is subordinated and ~~$51~~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,~~000~~ ~~for~~as ~~2008~~defined ~~and~~in ~~2007~~the Partnership Agreement, or upon the refinance or sale ~~respectively~~of a property in the Partnership. ~~Fees~~ ~~for~~During ~~audit~~the ~~services~~year ~~also~~ended ~~include~~December 31, 2008, approximately $44,000 in accrued subordinated management fees ~~for~~were paid from sale proceeds. No Partnership management fees were accrued or paid during the year ~~reviews~~ended ofDecember 31, 2009. There were no subordinated management fees ~~the~~owed ~~Partnership’s~~at ~~Quarterly~~December ~~Reports~~31, on2009 ~~Form~~or ~~10-Q~~2008.

~~Tax~~During ~~Fees~~the year ended December 31, 2009, AIMCO Properties, L. ~~Fees~~P., ~~for~~an ~~tax~~affiliate ~~services~~of the Managing General ~~totaled~~Partner, advanced the Partnership approximately $23215,000 to pay operating expenses and capital improvements at The Fairways Apartments. During the year ended December 31, 2008, approximately $18867,000 was advanced to the Partnership to pay operational expenses and capital improvements for all three investment properties. During the years ~~ending~~ended December 31, 2009 and 2008, the Partnership repaid AIMCO Properties, L.P. approximately $60,000 and ~~2007~~$5,172,000, respectively, which included approximately $1,000 and $684,000 of accrued interest, respectively. Interest on the advances was charged at prime plus 1% (4.25% at December 31, 2009). Interest expense on the advances was approximately $3,000 and $151,000 for the years ended December 31, 2009 and 2008, respectively. At December 31, 2009, the amount of outstanding advances and accrued interest owed to AIMCO Properties, L.P. was approximately $158,000 and is included in due to affiliates. There were no advances or accrued interest owed at December 31, 2008. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. Subsequent to December 31, 2009, approximately $277,000 was advanced to the Partnership to pay property taxes and operating expenses at The Fairway Apartments. In addition, the Partnership repaid approximately $445,000 of principal and accrued interest subsequent to December 31, 2009 with proceeds from the February 2010 sale of The Fairways Apartments.

~~PART~~The IVPartnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the years ended December 31, 2009 and 2008, the Partnership was charged by AIMCO and its affiliates approximately $53,000 and $69,000, respectively, for insurance coverage and fees associated with policy claims administration.

~~Item~~In 15addition to its indirect ownership of the managing general partner interest in the Partnership, AIMCO and its affiliates owned 17,824 limited partnership units (the "Units") in the Partnership representing 62.82% ~~Exhibits~~of the outstanding Units at December 31, ~~Financial~~2009. ~~Statement~~A ~~Schedules~~number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 62.82% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

~~(a) The~~Neither of the Managing ~~following~~General ~~consolidated~~Partner’s ~~financial~~directors ~~statements~~is ofindependent under the ~~Registrant~~independence ~~are~~standards established ~~included~~for inNew York Stock Exchange listed companies as both directors are ~~Item~~employed 8:by the parent of the Managing General Partner.

~~Consolidated~~Item ~~Balance~~14. ~~Sheets at~~Principal ~~December~~Accounting ~~31,~~Fees ~~2008~~ and ~~2007.~~Services

~~Consolidated~~The ~~Statements~~Managing General Partner has reappointed Ernst & Young LLP as independent auditors to audit the consolidated financial statements of the Partnership for 2010. The ~~Operations~~aggregate fees billed for ~~the~~services ~~years~~rendered ~~ended~~by ~~December~~Ernst ~~31,~~& ~~2008~~Young LLP for 2009 and ~~2007~~2008 are described below.

~~Consolidated~~Audit ~~Statements~~Fees. Fees offor audit ~~Changes~~services intotaled ~~Partners'~~approximately ~~Deficit~~$39,000 ~~for~~and ~~the~~$60,000 ~~years~~for ~~ended~~2009 ~~December~~and 312008, respectively. Fees ~~2008~~for ~~and~~audit services also include fees for the reviews of ~~2007~~the Partnership’s Quarterly Reports on Form 10-Q.

~~Consolidated~~Tax ~~Statements~~Fees. Fees offor tax services ~~Cash~~totaled ~~Flows~~approximately $10,000 and $23,000 for the years ~~ended~~ending December 31, ~~2008~~ 2009 and ~~2007~~2008, respectively.

~~Notes~~PART ~~to Consolidated Financial Statements~~IV

~~Schedules~~Item ~~are~~15. ~~omitted~~Exhibits, ~~for the~~Financial ~~reason~~Statement ~~that they are inapplicable or equivalent information has been included elsewhere herein.~~Schedules

(ba) ~~Exhibits~~The following consolidated financial statements of the Registrant are included in Item 8:

~~See~~Consolidated ~~Exhibit~~Balance ~~Index~~Sheets at December 31, 2009 and 2008.

~~SIGNATURES~~Consolidated Statements of Discontinued Operations for the years ended December 31, 2009 and 2008.

~~Pursuant~~Consolidated toStatements ~~the requirements~~ of Changes ~~Section~~in 13Partners' orDeficit ~~15(d)~~for of the ~~Securities~~years ~~Exchange~~ended ~~Act~~December ~~of 1934~~31, ~~the~~2009 ~~registrant~~and ~~has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~2008.

~~DAVIDSON~~Consolidated ~~GROWTH~~Statements ~~PLUS,~~of Cash ~~L.P.~~Flows ~~By:~~for ~~Davidson~~the ~~Growth~~years ~~Plus~~ended ~~G.P.~~December ~~Corporation~~31, ~~Managing~~2009 ~~General~~and ~~Partner By: /s/Steven D~~2008. ~~Cordes Steven D. Cordes Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters Vice President Date: March 24, 2009~~

~~Pursuant~~Notes to ~~the requirements of the~~Consolidated ~~Securities~~Financial ~~Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated~~Statements.

/s/Harry G. Alcock	Director and Executive	Date: March 24, 2009
Harry G. Alcock	Vice President
/s/Steven D. Cordes	Director and Senior	Date: March 24, 2009
Steven D. Cordes	Vice President
/s/Stephen B. Waters	Vice President	Date: March 24, 2009
Stephen B. Waters

Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

~~DAVIDSON GROWTH PLUS, L.P.~~(b) Exhibits:

~~EXHIBIT~~See ~~INDEX~~Exhibit Index

~~Exhibit~~The agreements included as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

3 should not in all ~~Agreement~~instances ofbe ~~Limited~~treated ~~Partnership~~as iscategorical ~~incorporated~~statements byof ~~reference~~fact, tobut ~~Exhibit~~rather Aas ~~to the~~a ~~Prospectus~~way of allocating the ~~Registrant~~risk ~~dated~~to ~~April~~one ~~13,~~of ~~1986~~the asparties ~~filed~~if ~~with~~those ~~the Commission~~statements ~~pursuant~~prove to ~~Rule~~be inaccurate; ~~424(b) under the Act.~~

~~3A Amendments~~have tobeen ~~the~~qualified ~~Partnership~~by disclosures ~~Agreement~~that ~~dated~~were ~~August~~made ~~20,~~to ~~1986~~the ~~and~~other ~~January~~party ~~1, 1987~~in ~~are~~connection ~~incorporated~~with bythe negotiation ~~reference~~of tothe ~~Exhibit~~applicable 3Aagreement, towhich ~~the~~disclosures ~~Registrant's~~are ~~Annual~~not necessarily ~~Report~~reflected onin ~~Form 10-K for~~ the ~~fiscal~~agreement; ~~year ended December 31, 1987.~~

~~3B First~~may ~~Amendment~~apply tostandards ~~the~~of materiality ~~Davidson~~in ~~Growth~~a ~~Plus,~~way ~~L.P.~~that ~~Limited~~is ~~Partnership~~different ~~Agreement dated~~from ~~October~~what ~~15,~~may ~~2008.~~be ~~Incorporated~~viewed byas ~~reference~~material to ~~the Registrant's Quarterly~~ ~~Report~~an oninvestor; ~~Form~~and ~~10-Q for the quarter ended September 30, 2009.~~

4 were made only as of the ~~Certificate~~date of ~~Limited~~the ~~Partnership~~applicable ~~dated~~agreement ~~May~~or ~~20,~~such ~~1986~~other isdate ~~incorporated~~or ~~by reference~~dates toas ~~Exhibit~~may 4be specified toin the ~~Registrant's~~agreement ~~Registration~~and ~~Statement~~are onsubject ~~Form~~to ~~S-11 dated~~more ~~June~~recent ~~23, 1986~~developments.

~~10M~~ Accordingly, ~~Sterling~~these ~~Crest~~representations ~~Joint~~and ~~Venture~~warranties ~~Agreement~~may ~~dated~~not ~~June~~describe ~~29,~~the ~~1987~~actual ~~between~~state ~~Freeman~~of ~~Income~~affairs ~~Real~~as ~~Estate,~~of Lthe date they were made or at any other time.P. ~~and~~The ~~Freeman~~Partnership acknowledges ~~Georgia~~that, ~~Ventures~~notwithstanding the inclusion of the foregoing cautionary statements, ~~Inc.~~it is ~~incorporated~~responsible byfor considering whether additional specific ~~reference~~disclosures toof ~~Exhibit~~material ~~10(c)~~information regarding material contractual provisions are required to make the ~~Registrant's~~statements ~~Report~~in onthis Form 810-K ~~dated~~not ~~December~~misleading. Additional 29information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, ~~1987~~which are available without charge through the SEC’s website at http://www.sec.gov.

100 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-K dated December 29, 1987.SIGNATURES

~~10P~~ Pursuant to the requirements ~~Assignment~~of ~~and~~Section ~~Indemnity~~13 ~~Agreement~~or ~~dated~~15(d) ~~September~~of ~~25,~~the ~~1987~~Securities ~~among~~Exchange ~~Freeman Georgia~~Act ~~Ventures,~~of ~~Inc.~~1934, the Registrant has ~~and~~duly ~~Freeman~~caused ~~Income~~this ~~Real~~report ~~Estate, L.P. relating~~ to ~~Sterling~~be ~~Crest~~signed ~~Apartments,~~on isits ~~incorporated~~behalf by ~~reference to Exhibit 10(a) to~~ the ~~Registrant's Current Report on Form 8-K dated September 25~~undersigned, ~~1987~~thereunto duly authorized.

~~10Q Warranty~~DAVIDSON ~~Deed~~GROWTH ~~dated June 30~~PLUS, ~~1987~~L.P. ~~between~~By: ~~Sterling~~Davidson ~~Crest~~Growth ~~Development~~Plus ~~Partners, Ltd~~G.,P. ~~and~~Corporation ~~Sterling~~Managing ~~Crest~~General ~~Joint~~Partner ~~Venture~~By: is/s/Steven ~~incorporated~~D. byCordes ~~reference~~Steven toD. ~~Exhibit 10(b)~~Cordes toSenior ~~the~~Vice ~~Registrant'~~President By: /s/Stephen ~~Current~~B. ~~Report~~Waters onStephen ~~Form~~B. ~~8-K~~Waters ~~dated~~Senior ~~September~~Director 25of Partnership Accounting Date: March 31, ~~1987.~~ 2010

~~10 PP Purchase~~Pursuant ~~and~~to ~~Sale~~the ~~Contract~~requirements ~~between~~of ~~Brighton Crest, L.P., a South Carolina~~the ~~Limited~~Securities ~~Partnership~~Exchange ~~and~~Act ~~Titan~~of ~~Real~~1934, ~~Estate~~this ~~Investment~~report ~~Group,~~has ~~LLC,~~been ansigned ~~Ohio~~below ~~limited~~by the ~~liability~~following ~~company,~~persons ~~dated~~on ~~April~~behalf 1,of ~~2008~~the ~~(Incorporated~~registrant byand ~~reference~~in to the ~~Registrant's~~ ~~Current~~capacities ~~Report~~and on ~~Form~~the dates ~~8-K dated April 1, 2008)~~indicated.

10 QQ Purchase and Sale Contract between DGP Village, L.P., a Delaware Limited Partnership and The Reliant Group, Inc., a California Corporation, dated April 24, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated April 24, 2008.)

/s/John Bezzant	Director and Senior	Date: March 31, 2010
John Bezzant	Vice President

/s/Steven D. Cordes	Director and Senior	Date: March 31, 2010
Steven D. Cordes	Vice President

/s/Stephen B. Waters	Senior Director of Partnership	Date: March 31, 2010
Stephen B. Waters	Accounting

~~10 RR Amended~~DAVIDSON ~~and~~GROWTH ~~Restated Multifamily Deed of Trust~~PLUS, ~~Assignment of Rents and Security~~ ~~Agreement and Fixture Filing (Recast Transaction) between Federal Home Loan Mortgage Corporation and The New Fairways,~~ L.P.~~, a Delaware limited partnership, dated June 30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)~~

~~10 SS Amended~~EXHIBIT and Restated Multifamily Note (Recast Transaction) between Federal Home Loan Mortgage Corporation and The New Fairways, L.P., a Delaware limited partnership, dated June 30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)INDEX

10 TT Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing between Wells Fargo Bank, National Association and The New Fairways, L.P., a Delaware limited partnership, dated June 30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)Exhibit

103 ~~UU Multifamily~~Agreement ~~Note~~of ~~between~~Limited ~~Wells~~Partnership ~~Fargo~~is ~~Bank,~~incorporated ~~National~~by ~~Association~~reference ~~and~~to ~~The~~Exhibit ~~New~~A to ~~Fairways,~~the ~~L.P.,~~Prospectus aof ~~Delaware~~the ~~limited~~Registrant ~~partnership,~~ dated ~~June~~April 3013, ~~2008. (Incorporated~~1986 byas ~~reference~~filed towith the Commission ~~Registrant's~~pursuant ~~Current~~to ~~Report~~Rule on424(b) ~~Form~~under ~~8-K~~the ~~dated June 30, 2008~~Act.)

~~31.1~~ 3 ~~Certification~~A Amendments ofto ~~equivalent~~the ofPartnership ~~Chief~~Agreement ~~Executive~~dated ~~Officer~~August ~~pursuant~~20, to1986 ~~Securities~~and January 1, ~~Exchange~~1987 ~~Act~~are ~~Rules~~incorporated ~~13a-14(a)/15d-14(a),~~by asreference ~~Adopted~~to ~~Pursuant~~Exhibit 3A to ~~Section~~the ~~302~~Registrant's ofAnnual ~~the~~Report ~~Sarbanes~~on Form 10-~~Oxley~~K ~~Act~~for ofthe ~~2002~~fiscal year ended December 31, 1987.

~~31.2~~ 3B ~~Certification~~First ofAmendment ~~equivalent~~to ofthe ~~Chief~~Davidson ~~Financial~~Growth ~~Officer~~Plus, ~~pursuant~~L.P. toLimited ~~Securities~~Partnership Agreement ~~Exchange~~dated ~~Act~~October ~~Rules 13a-14(a)/15d-14(a)~~15, as2008. ~~Adopted~~Incorporated ~~Pursuant~~by reference to ~~Section~~the ~~302~~Registrant's ofQuarterly ~~the~~Report ~~Sarbanes~~on Form 10-~~Oxley~~Q ~~Act~~for ofthe ~~2002~~quarter ended September 30, 2008.

~~32.1~~ 4 ~~Certification~~Certificate of ~~equivalent~~Limited ofPartnership ~~Chief~~dated ~~Executive~~May ~~Officer~~20, ~~and~~1986 ~~Chief~~is ~~Financial~~incorporated by ~~Officer~~reference ~~pursuant~~ to 18Exhibit ~~U.S.C.~~4 ~~Section~~to ~~1350,~~the asRegistrant's ~~Adopted~~Registration ~~Pursuant~~Statement toon ~~Section~~Form ~~906~~S-11 ofdated ~~the~~June ~~Sarbanes-Oxley~~23, ~~Act of 2002~~1986.

99 10 M Sterling Crest Joint Venture Agreement ofdated ~~Limited~~June ~~Partnership~~29, ~~for~~1987 ~~The~~between ~~New~~Freeman Income ~~Fairways~~Real Estate, L.P. ~~between~~and ~~Davidson~~Freeman Georgia Ventures, Inc. is incorporated by ~~Growth~~reference ~~Plus~~to GPExhibit ~~Limited~~10(c) ~~Partnership~~to ~~and~~the ~~Davidson~~Registrant's ~~Growth~~Report ~~Plus~~on Form 8 dated December 29, L1987.P.

~~99A~~10 0 ~~Agreement~~Amended ofand ~~Limited~~Restated ~~Partnership~~Sterling ~~for~~Crest ~~Brighton~~Joint ~~Crest,~~Venture ~~L.P.~~Agreement ~~between~~dated ~~Brighton~~June ~~Crest~~29, 1987 ~~Limited~~among ~~Partnership~~Freeman ~~and~~Income ~~Sterling~~Real ~~Crest~~Estate, ~~Joint~~L.P., ~~Venture~~Freeman ~~entered~~Georgia ~~into~~Ventures, onInc. ~~September~~and the 15Registrant, ~~1993~~ is incorporated by reference to Exhibit ~~28A~~10(e) ofto the Registrant's ~~Quarterly~~ Report on Form ~~10-QSB~~8 ~~for~~dated ~~the~~December ~~quarter ended September 30~~29, ~~1993~~ 1987.

~~99B~~10 P ~~Agreement~~Assignment ofand ~~Limited~~Indemnity ~~Partnership~~Agreement ~~for~~dated ~~Brighton~~September ~~Crest GP~~25, ~~L.P.~~1987 ~~between~~among ~~Davidson~~Freeman ~~Diversified~~Georgia ~~Properties~~Ventures, Inc., ~~and~~the ~~Sterling~~Registrant ~~Crest~~and ~~Joint~~Freeman ~~Venture~~Income ~~entered~~Real ~~into~~Estate, onL.P. ~~September~~relating ~~15,~~to ~~1993~~Sterling Crest Apartments, is incorporated by reference to Exhibit 10(a) ~~28B~~to of the Registrant's ~~Quarterly~~Current Report on Form 108-~~QSB~~K ~~for~~dated ~~the quarter ended~~ September 3025, ~~1993~~1987.

~~99C~~10 Q ~~First~~Warranty ~~Amendment~~Deed todated ~~the~~June ~~New Fairways~~30, ~~L.P.~~1987 ~~Agreement of Limited Partnership~~ between ~~Davidson~~Sterling ~~Growth~~Crest ~~Plus~~Development ~~GP Limited Partnership and Davidson Growth Plus~~Partners, LLtd.P., ~~dated~~and ~~July~~Sterling 1,Crest ~~2008.~~Joint ~~Incorporated~~Venture is incorporated by reference to Exhibit 10(b) to the Registrant's ~~Quarterly~~ Current Report on Form 108-QK ~~for~~dated ~~the~~September ~~quarter ended June 30~~25, ~~2009~~ 1987.

10 PP Purchase and Sale Contract between Brighton Crest, L.P., a South Carolina Limited Partnership and Titan Real Estate Investment Group, LLC, an Ohio limited liability company, dated April 1, 2008 (Incorporated by reference to the Registrant's Current Report on Form 8-K dated April 1, 2008).

10 RR Amended and Restated Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing (Recast Transaction) between Federal Home Loan Mortgage Corporation and The New Fairways, L.P., a Delaware limited partnership, dated June 30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)

10 SS Amended and Restated Multifamily Note (Recast Transaction) between Federal Home Loan Mortgage Corporation and The New Fairways, L.P., a Delaware limited partnership, dated June 30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)

10 UU Multifamily Note between Wells Fargo Bank, National Association and The New Fairways, L.P., a Delaware limited partnership, dated June 30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)

10 WW Purchase and Sale Contract between The New Fairways, L.P., a Delaware limited partnership, and Landbanc Capital, Inc., an Arizona corporation, dated October 19, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 19, 2009.)

10 XX First Amendment to Purchase and Sale Contract between The New Fairways, L.P., a Delaware limited partnership, and Landbanc Capital, Inc., an Arizona corporation, dated November 20, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 20, 2009).

10 YY Second Amendment to Purchase and Sale Contract between The New Fairways, L.P., a Delaware limited partnership, and Landbanc Capital, Inc., an Arizona corporation, dated November 23, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 20, 2009).

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. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 18, 2009).

10 AAA Fourth 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 January 28, 2010. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 28, 2010).

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 January 28, 2010. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated February 10, 2010).

31.1 Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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