UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

[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 0-14530 DAVIDSON INCOME REAL ESTATE, L.P. (~~Name~~Exact name of ~~small~~registrant ~~business~~as ~~issuer~~specified in its charter)

Delaware	62-1242144
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

55 Beattie Place, PO Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

Registrant's telephone number, including area code (864) 239-1000

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

(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 Exchange Act 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~~Yes by[X] ~~check~~No mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) 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. [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) 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 in such markets; insurance risk; 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~~ 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 Income Real Estate, L.P. (the "Partnership" or "Registrant") is a Delaware limited partnership organized in April 1985. The general partners of the Partnership are Davidson Diversified Properties, Inc., a Tennessee corporation ("Managing General Partner"), David W. Talley and James T. Gunn (collectively, "Individual General Partners") (collectively, the "General Partners"). The Partnership is engaged in the business of operating and holding real estate properties for investment. The Managing General Partner is a subsidiary 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, 2010, unless terminated prior to such date.

The offering of the Partnership's limited partnership units ("Units") commenced on July 26, 1985, and terminated on May 30, 1986. The Partnership received gross proceeds from the offering of $26,776,000 and net proceeds of $25,700,160. All of the net proceeds of the offering were invested in four residential properties, one of which was sold in 2003, one of which was sold in June 2007, and one of which was sold in October 2008. ~~The~~ ~~Partnership~~During ~~had~~the ~~also~~year ~~invested~~ended inDecember ~~a 17.5%~~31, ~~joint~~2009, ~~venture~~the Partnership ~~interest~~sold ~~which~~its ~~owned~~last ~~one~~remaining residential property, ~~which~~Covington ~~was~~Pointe ~~sold~~Apartments, into ~~June~~a ~~2008~~third party. As ofThe ~~December~~Partnership ~~31,~~had ~~2008,~~also ~~the~~invested ~~Partnership~~in ~~continues~~a to17.5% joint ~~own~~venture interest which owned one residential property~~. See~~, ~~"Item~~which 2.was ~~Property”~~sold ~~for~~in ~~a description of~~June ~~the Partnership's remaining property~~2008.

~~The~~As ~~Partnership~~of ~~has~~December no31, 2009, the ~~employees.~~Partnership ~~Management~~adopted ~~and~~the ~~administrative~~liquidation ~~services~~basis ~~are~~of ~~provided~~accounting, bydue to the ~~Managing~~sale of its remaining investment property in December 2009. The Managing General Partner estimates ~~and~~the byliquidation ~~agents~~process ~~retained~~will be completed by September 30, 2010. Because the ~~Managing~~success ~~General~~in ~~Partner.~~realization ~~An affiliate~~of assets and settlement of liabilities is based on the Managing General Partner’s ~~provides~~best ~~property~~estimates, ~~management~~the ~~services~~liquidation period atmay ~~the~~be ~~Partnership’s~~shorter ~~property~~than projected or it may be extended beyond the projected period.

1AThe Partnership has no employees. ~~Risk~~Management and administrative services are provided by the Managing ~~Factors~~General Partner and by agents retained by the Managing General Partner. An affiliate of the Managing General Partner provided property management services for the Partnership’s former properties.

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~~On ~~following~~December ~~table~~18, ~~sets~~2009, ~~forth~~ the Partnership's sold its remaining investment inproperty, Covington Pointe Apartments, to a third party for a gross sales price of $9,100,000. The net proceeds realized by the Partnership were approximately $1,582,000 after payment of closing costs of approximately $181,000 and the assumption of the first and second mortgage debt encumbering the property: of approximately $7,337,000 by the Purchaser. The Partnership recognized a gain of approximately $4,732,000 as a result of the sale. In addition, the Partnership recognized a loss on the early extinguishment of debt of approximately $141,000 due to the write-off of unamortized loan costs.

	Date of
Property	Purchase	Type of Ownership	Use
Covington Pointe Apartments	03/10/87	Fee ownership subject to	Apartment
Dallas, Texas		first mortgage (1)	180 units

(1) Property is held by a limited partnership in which the Partnership owns a 100% interest.

On June 29, 2007, the Partnership sold one of its investment properties, Lakeside Apartments, to a third party. In addition to Lakeside Apartments, affiliates of the third party also purchased nine other apartment complexes, all of which were owned by entities affiliated with AIMCO Properties, L.P., an affiliate of the Managing General Partner of the Partnership. The total sales price for Lakeside Apartments and the other properties was approximately $95,800,000 of which approximately $8,850,000 was allocated to Lakeside Apartments. The net proceeds realized by the Partnership were approximately $8,823,000 after payment of closing costs. The Partnership used approximately $2,611,000 to repay the mortgage encumbering the property. The Partnership realized a gain of approximately $5,753,000 for the year ended December 31, 2007, as a result of the sale.

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)
Covington Pointe
Apartments	$12,392	$ 8,020	5-30 yrs	S/L	$ 5,514

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

Schedule of Property Indebtedness

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

	Principal				Principal
	Balance At	Stated			Balance
	December 31,	Interest	Period	Maturity	Due At
Property	2008	Rate	Amortized	Date	Maturity (2)
	(in thousands)				(in thousands)
Covington Pointe Apartments
1st mortgage	$ 4,796	3.81% (1)	20 years	07/01/10	$ 4,416

(1) Fixed rate mortgage.

(2) See "Note C" of the financial statements in "Item 8. Financial Statements and Supplementary Data" for information with respect to the Partnership's ability to prepay this loan and other details about the loan.

Schedule of Rental Rates and Occupancy

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

	Average Annual		Average
	Rental Rates		Occupancy
	(per Unit)
Property	2008	2007	2008	2007
Covington Pointe Apartments	$ 9,535	$ 9,232	95%	97%

As noted under "Item 1. Business", the real estate industry is highly competitive. 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 units for terms of one year or less. No tenant 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 assets of this type and age.

Schedule of Real Estate Taxes and Rate

Real estate taxes and rate in 2008 for the property are as follows:

	2008	2008
	Billings	Rate
	(in thousands)
Covington Pointe Apartments	$194	2.51%

Capital Improvements

~~Bexley~~During ~~House~~the year ended December 31, 2009, the Partnership completed approximately $321,000 of capital improvements at Covington Pointe Apartments, consisting primarily of kitchen and bath upgrades, interior lighting upgrades, floor covering, air conditioning unit and appliance replacements. These improvements were funded from operating cash flow. The Partnership sold Covington Pointe Apartments to a third party on December 18, 2009.

During the year ended December 31, 2008, the Partnership completed approximately $18,000 of capital improvements at Bexley House Apartments, consisting primarily of interior model enhancements, flooring replacements and washer and dryer replacements. These improvements were funded from operating cash flow. On October 22, 2008, the Partnership sold Bexley House Apartments to a third party.

Covington Pointe Apartments

During the year ended December 31, 2008, the Partnership completed approximately $774,000 of capital improvements at Covington Pointe Apartments, consisting primarily of air conditioning, fencing upgrades, exterior painting, major landscaping, floor covering replacements, kitchen and bath upgrades, appliance, exterior siding and roof replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2009. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

Additional capital expenditures will be incurred only if cash is available from operations or Partnership 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.

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 been be dismissed. During the fourth quarter of 2008, the Partnership paid approximately $3,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties. 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 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 matters were submitted to a vote of unit holders through the solicitation of proxies or otherwise.

PART II

The Partnership, a publicly held limited partnership, sold 26,776 limited partnership units (the "Units") aggregating $26,776,000 during its offering period. As of December 31, ~~2008~~ 2009, there are 1,~~333~~327 holders of record owning an aggregate of 26,~~776~~ 770 Units. Affiliates of the Managing General Partner owned 13,236.50 Units or 49.4345% of the outstanding Units as of December 31, ~~2008~~2009. No public trading ~~market~~ market has developed for the Units, and it is not anticipated that such a market ~~will~~ will develop in the future.

The Partnership distributed the following amounts during the 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,	~~Per Limited~~ Unit	December 31,	~~Per Limited~~ Unit
	2008	Partnership	2007	Partnership
	2009	Partnership	2008	Partnership
Sale(1)	$ --	$ --	$13,~~804~~203	$ 65116.3604
Sale(2)	~~3,203~~46	~~116~~1.0464	--	--
	$3,203	$116.04	$1,804	$ 65.36
Sale(3)	1,242	45.00	--	--
Mortgage financing (4)	2,240	81.16	--	--
	$3,528	$127.80	$3,203	$116.04

(1) ~~Distribution~~ Distribution consists of additional sale proceeds from the ~~June~~ 2007 sale of Lakeside Apartments., the distribution of 2008 sale proceeds from the Sterling Crest Joint Venture and the distribution of 2008 sale proceeds from the sale of Bexley House Apartments.

(2) Distribution ~~consists~~attributed ofto ~~additional~~all ~~sale~~partners ~~proceeds~~during 2009 from the ~~2007~~2008 ~~sale~~payment of ~~Lakeside Apartments,~~Georgia ~~the~~withholding ~~distribution~~taxes ofpaid ~~2008~~on ~~sale~~behalf ~~proceeds~~of ~~from~~all ~~the~~partners ~~Sterling~~in ~~Crest~~connection ~~Joint~~with ~~Venture and~~ the ~~distribution of~~ 2008 sale ~~proceeds~~of ~~from~~ the ~~sale~~Partnership’s ofJoint ~~Bexley~~Venture ~~House Apartments~~investment.

~~Future cash distributions~~(3) Distribution ~~will depend on the level~~ of ~~net~~proceeds ~~cash generated~~ from ~~operations and~~ the ~~timing~~December ~~of debt~~2009 ~~maturity, refinancing, and/or property~~ sale. ~~The~~of ~~Partnership's~~Covington ~~cash~~Pointe ~~available for distribution is reviewed on a monthly basis~~Apartments. There can be no assurance that the Partnership will generate sufficient funds from operations after required capital expenditures, to permit distributions to its partners in 2009 or subsequent periods. See "Item 2. – Property – Capital Improvements" for information relating to anticipated capital expenditures at the property.

~~In addition to its indirect~~(4) Distribution ~~ownership~~ of ~~the~~proceeds ~~general~~from ~~partner interests in~~ the ~~Partnership,~~March ~~AIMCO~~2009 ~~and~~second ~~its affiliates~~mortgage ~~owned~~obtained ~~13,236.50~~on ~~Units~~Covington ~~in the Partnership representing 49.43% of the~~Pointe ~~outstanding~~Apartments 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 Properties, L.P.,~~ the ~~operating~~ ~~partnership~~November of2009 ~~AIMCO,~~refinancing ~~either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority~~ of the ~~Units~~first ~~are~~mortgage ~~entitled to take action with respect to a variety of matters that include, but are not limited to, voting~~ on ~~certain amendments to~~Covington ~~the~~Pointe ~~Partnership Agreement and voting to remove the Managing General Partner~~Apartments. As a result of its ownership of 49.43% of the outstanding Units, AIMCO and its affiliates are in a position to influence 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.

The Partnership’s cash available for distribution will be reviewed on a quarterly basis. Future cash distributions will depend on the amount of cash remaining after fully liquidating the Partnership.

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 13,236.50 Units in the Partnership representing 49.45% 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 49.45% of the outstanding Units, AIMCO and its affiliates are in a position to influence 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.

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

This item should be read in conjunction with the consolidated 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~~As ~~Partnership~~of ~~had~~December ~~net~~31, 2009, the ~~income~~Partnership adopted the liquidation basis of ~~approximately~~accounting ~~$3,427,000~~due ~~for~~to the ~~year~~sale ~~ending~~of ~~December~~its remaining 31investment property, ~~2008~~Covington Pointe Apartments, on December 18, ~~compared~~2009. Prior to adopting the liquidation basis of accounting, the Partnership’s net income ofwas approximately $54,~~133~~293,000 and $3,427,000 for the ~~year~~years ~~ending December~~ended December 31, ~~2007~~2009 and 2008, respectively. The ~~decrease~~increase in net income is due to an aincrease ~~decrease~~ in ~~the recognition of~~ gain on sale of discontinued operations and ana ~~increase~~decrease in ~~loss from~~total ~~discontinued operations~~expenses, partially offset by andecreases ~~increase~~ in ~~the~~equity ~~Partnership’s share~~in of income ~~from~~of ~~its~~ joint venture ~~investment~~, ~~an increase in total~~ ~~revenues, a decrease in~~ total ~~expenses~~revenues and ~~an increase in the recognition of~~ casualty ~~gains~~gain.

InOn ~~accordance~~December ~~with~~18, ~~Statement of Financial Accounting Standards (“SFAS”) No. 144~~2009, ~~“Accounting for~~ the ~~Impairment~~Partnership orsold ~~Disposal~~its ofremaining ~~Long-Lived~~investment ~~Assets”~~property, ~~the~~Covington ~~consolidated~~Pointe ~~statement of~~Apartments, ~~operations~~to ~~for~~a ~~the~~third ~~year~~party ~~ended~~for ~~December~~a ~~31,~~gross ~~2007~~sales ~~has~~price ~~been restated as~~ of ~~January 1~~$9,100,000. ~~2007~~The tonet ~~reflect~~proceeds realized by the ~~operations~~Partnership ofwere ~~Bexley~~approximately ~~House Apartments~~$1,582,000 ~~which~~after ~~sold~~payment onof ~~October~~closing ~~22,~~costs ~~2008~~of approximately $181,000 asand ~~loss~~the ~~from~~assumption ~~discontinued~~of ~~operations. The~~the ~~consolidated~~first and ~~statement~~second ofmortgage ~~operations~~debt ~~for~~encumbering the ~~year~~property ~~ended~~of ~~December~~approximately 31$7,337,000 ~~2007~~by ~~also includes~~ the ~~operations~~purchaser. ofThe ~~Lakeside~~Partnership ~~Apartments~~recognized asa ~~discontinued~~gain ~~operations~~of approximately $4,732,000 as a result of the sale. ofIn addition, the ~~property~~Partnership onrecognized ~~June~~a ~~29,~~loss ~~2007. In~~on ~~addition,~~ the ~~consolidated~~early ~~balance~~extinguishment ~~sheet~~of asdebt of ~~December~~approximately 31$141,000 ~~2007~~due ~~has been restated~~ to ~~reflect~~ the ~~respective~~ ~~assets~~write-off ~~and liabilities~~ of ~~Bexley House Apartments as held for sale~~ ~~due~~unamortized toloan ~~its sale in October 2008~~costs.

On October 22, 2008, the Partnership sold one of its investment properties, Bexley House Apartments, to a third party for a sales price of $4,350,000. The net proceeds realized by the Partnership were approximately $4,329,000 after payment of closing costs. The Partnership used approximately $1,867,000 to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $1,847,000 for the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recognized a loss on extinguishment of debt of approximately $438,000 for the year ended December 31, 2008 as a result of the write off of unamortized loans costs and payment of a prepayment penalty. ~~This amount is included in loss from discontinued operations for the year ended December 31, 2008.~~

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

	Year Ended December 31, 2008
	Bexley House	Lakeside
	Apartments	Apartments	Total
Revenues	$ 735	$ --	$ 735
Expenses	(899)	--	(899)
Loss on extinguishment of debt	(438)	--	(438)
Loss from discontinued operations	$ (602)	$ --	$ (602)

	Year Ended December 31, 2007
	Bexley House	Lakeside
	Apartments	Apartments	Total
Revenues	$ 857	$ 700	$ 1,557
Expenses	(946)	(867)	(1,813)
Loss on extinguishment of debt	--	(9)	(9)
Loss from discontinued operations	$ (89)	$ (176)	$ (265)

The Partnership owned a 17.5% interest in the Sterling Crest Joint Venture (the “Joint Venture”) with Davidson Growth Plus, L.P., an affiliate of the Managing General Partner, which owned the remaining 82.5% of the Joint Venture. On June 10, 2008, the Joint Venture sold its investment property, Brighton Crest Apartments, to a third party for a gross sales price of approximately $21,500,000. The net proceeds realized by the Joint Venture were approximately $21,239,000 after payment of closing costs of approximately $261,000. The Joint Venture distributed approximately $7,108,000 to its partners during the year ended December 31, 2008, of which the Partnership’s share was approximately $1,244,000.

~~There were no distributions received from the Joint Venture during the year ended December 31, 2007.~~ During the year ended December 31, 2008 ~~and 2007~~, the Partnership recognized approximately $2,299,000 ~~and $(68,000)~~ of equity in income ~~(loss)~~ of the Joint ~~Venture,~~ ~~respectively~~Venture. At December 31, 2007, the Partnership had received distributions and recognized equity in losses of the Joint Venture in excess of its general partnership interest and had an investment deficit of approximately $1,055,000. At December 31, 2008, the Partnership’s investment in the Joint Venture was reduced to zero and the Joint Venture ~~has been~~ was liquidated as of December 31, 2008.

On April 10, 2008 Covington Pointe Apartments suffered damage to several of its apartment units as a result of severe winds which resulted in roofs blowing off the apartment units. During the year ended December 31, 2008, the Partnership received approximately $43,000 in insurance proceeds, including approximately $3,000 in lost rents, related to this casualty. The Partnership recognized a casualty gain of approximately $36,000 for the year ended December 31, 2008 as a result of the receipt of approximately $40,000 in insurance proceeds net of the write-off of undepreciated assets of approximately $4,000.

During the third quarter of 2008, the Partnership had accrued approximately $25,000 of clean up costs for estimated damages suffered at Bexley House Apartments from Hurricane Ike. ~~These costs were included in loss from discontinued operations.~~ During the fourth quarter of 2008 this estimate was reversed as the actual clean up costs incurred were minimal.

InExcluding ~~May~~the ~~2007,~~impact ~~Covington~~of the ~~Pointe~~gains ~~suffered~~on ~~damage~~sale ~~to two~~ of ~~its~~discontinued ~~rental~~operations, ~~units~~the asdecrease ain ~~result~~casualty ofgain ~~vandalism~~ and the ~~water~~decrease ~~damage. Insurance~~in ~~proceeds~~equity in income of ~~approximately~~joint ~~$19~~venture,~~000~~ ~~were~~the ~~received~~Partnership’s loss from ~~during~~discontinued operations for the year ended December 31, ~~2007.~~2009 ~~The~~was ~~Partnership~~approximately $439,000 ~~recognized~~compared to a ~~casualty gain~~loss from discontinued operations of approximately $16755,000 for the year ended December 31, ~~2007~~2008. asFor athe ~~result~~year ended December 31, of2009, the ~~receipt~~decrease ofin ~~approximately~~loss ~~$19,000~~from indiscontinued ~~insurance~~operations ~~proceeds~~is ~~net~~due ofto ~~the~~a decrease in ~~write-off~~total ofexpenses, ~~the~~partially ~~undepreciated~~offset ~~damaged~~by ~~assets~~a ofdecrease ~~approximately $3,000~~in total revenues.

~~The~~Total ~~Partnership~~revenues ~~had~~and ~~a loss~~total ~~before~~expenses ~~equity~~decreased inas ~~income~~a ~~(loss)~~result of ~~joint~~the ~~venture,~~sale ~~casualty gain and discontinued operations~~ of ~~approximately~~Bexley ~~$153,000~~House ~~and~~Apartments ~~$303,000 for the years ended December~~during ~~31,~~October 2008 and ~~2007,~~Covington ~~respectively.~~Pointe ~~The~~Apartments ~~decrease~~during ~~in the loss for the year ended~~ December ~~31, 2008 is due to an increase in total revenues and a decrease in total expenses~~2009.

~~Total~~The ~~revenue~~decrease ~~increased~~in general and administrative expenses is primarily due to decreases in management reimbursements, audit and tax preparation expense and costs related to communicating with investors. Included in general and administrative expense for the ~~year~~years ended December 31, 2009 and 2008 ~~due~~are management reimbursements to ~~increases~~an affiliate inof ~~both~~the ~~rental~~Managing ~~and~~General ~~other~~Partner as ~~income.~~allowed ~~Rental~~under ~~income~~the ~~increased~~Partnership ~~due~~Agreement. toAlso anincluded ~~increase~~ in ~~the~~general ~~average~~and administrative ~~rental~~expenses ~~rate partially~~for ~~offset~~the byyears aended ~~decrease~~December in31, ~~occupancy~~2009 atand ~~Covington~~2008 ~~Pointe~~are ~~Apartments.~~costs ~~Other~~associated ~~income~~with ~~increased~~the ~~due~~quarterly toand ~~increases~~annual incommunications ~~resident~~with ~~utility~~investors ~~reimbursements~~ and ~~lease~~regulatory ~~cancellation~~agencies ~~fees~~and ~~partially~~the ~~offset~~annual byaudit arequired ~~decrease~~by inthe ~~interest income.~~Partnership Agreement.

The decrease in total expenses for the year ended December 31, 2008 is due to decreases in interest expense and general and administrative expense, partially offset by increases in operating and depreciation expense. Property tax expense remained relatively constant for the comparable periods. Interest expense decreased due to a decrease in interest on advances from AIMCO Properties, L.P. as advances were repaid during the year ended December 31, 2007 and no advances were made during the year ended December 31, 2008. Interest expense also decreased as a result of regular scheduled principal payments on the mortgage encumbering Covington Pointe Apartments which has reduced the carrying value of the mortgage. Operating expense increased for the year ended December 31, 2008 due to an increase in maintenance expense, partially offset by a decrease in insurance expense. The increase in maintenance expense is primarily due to repair costs related to minor wind and storm losses at Covington Pointe Apartments. Insurance expense decreased as a result of a decrease in insurance premiums charged to the property. Depreciation expense increased due to new property improvements and replacements being placed in service.

General and administrative expenses decreased for the year ended December 31, 2008 primarily due to a decrease in management reimbursements as a result of the June 2007 sale of Lakeside Apartments, partially offset by an increase in administrative and audit costs. Included in general and administrative expense for the years ended December 31, 2008 and 2007 are management reimbursements to an affiliate of the Managing General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

Liquidity and Capital Resources

AtThe ~~December 31, 2008, the~~ Partnership ~~had~~expects ~~cash and cash equivalents of approximately $162,000 compared~~ to ~~approximately~~liquidate ~~$841,000~~during at2010 ~~December 31, 2007. Cash and cash equivalents decreased approximately $679,000 since December 31, 2007~~ due to ~~approximately $5,793,000~~the ofsale ~~cash used in financing activities, partially offset by approximately $4,877,000 and $237,000~~ of ~~cash~~its ~~provided~~remaining byinvestment ~~investing~~property ~~activities and operating activities, respectively. Cash used~~ in ~~financing activities~~ ~~consisted~~2009 of(see ~~payments~~“Note ofA ~~principal~~– onBasis ~~the mortgages encumbering the Partnership's investment properties, repayment~~ of ~~the~~Presentation” ~~mortgage encumbering Bexley House Apartments, prepayment penalty paid and distributions~~ to ~~partners. Cash provided by investing activities consisted of proceeds from~~ the ~~sale~~financial ~~of Bexley~~statements ~~House Apartments, distributions received from the Partnership’s~~included ~~investment~~ in a“Item ~~Joint~~8. ~~Venture~~Financial ~~and~~Statements ~~the receipt of insurance proceeds, partially offset by property improvements~~ and ~~replacements.~~Supplementary ~~The Partnership invests its working capital reserves in interest bearing accounts~~Data”).

~~The~~At ~~sufficiency~~December of31, ~~existing~~2009, ~~liquid assets to~~the ~~meet~~Partnership ~~future~~had ~~liquidity~~cash and ~~capital~~cash ~~expenditure~~equivalents ~~requirements~~of isapproximately ~~directly~~$349,000, ~~related~~ compared to approximately ~~the~~$162,000 ~~level~~at ofDecember ~~capital~~31, ~~expenditures~~2008. ~~required~~The atincrease ~~the~~in ~~investment~~cash ~~property~~and tocash ~~adequately~~equivalents ~~maintain~~of ~~the~~approximately ~~physical~~$187,000 ~~assets~~is ~~and~~due ~~other~~to ~~operating~~approximately ~~needs~~$1,202,000 ~~of the~~and ~~Partnership~~$74,000 ~~and~~of tocash ~~comply~~provided ~~with~~by ~~Federal,~~investing ~~state~~ and ~~local~~operating ~~legal~~activities, ~~and regulatory~~respectively, ~~requirements. The~~partially ~~Managing~~offset ~~General~~by ~~Partner~~approximately ~~monitors~~$1,089,000 ~~developments~~of cash used in ~~the~~financing ~~area~~activities. ofCash ~~legal~~provided ~~and~~by ~~regulatory~~investing ~~compliance.~~activities ~~The~~consisted ~~Partnership~~of ~~regularly~~net ~~evaluates~~proceeds ~~the~~from ~~capital~~the ~~improvement~~sale ~~needs~~ of ~~the~~Covington ~~property.~~Pointe ~~While~~Apartments, ~~the~~partially ~~Partnership~~offset ~~has~~by ~~no material commitments for~~ property improvements and replacements,. ~~certain~~Cash ~~routine~~used ~~capital~~in financing activities consisted of ~~expenditures~~distributions ~~are~~to ~~anticipated~~partners, ~~during~~payments ~~2009.~~of ~~Such~~principal ~~capital~~made ~~expenditures~~on ~~will~~the ~~depend~~mortgages onencumbering the ~~physical~~Partnership’s ~~condition~~investment property, the repayment of the ~~property~~original first asmortgage ~~well~~on asCovington ~~anticipated~~Pointe ~~cash~~Apartments, ~~flow~~repayment of advances from an ~~generated~~affiliate byof the ~~property.~~Managing ~~Capital~~General ~~expenditures~~Partner ~~will~~and beloan ~~incurred~~costs ~~only~~paid, ifpartially ~~cash is~~offset ~~available~~by ~~from~~proceeds ~~operations~~received orfrom ~~Partnership~~the ~~reserves. To~~addition ~~the~~of ~~extent~~a ~~that capital~~second ~~improvements~~mortgage ~~are~~and ~~completed,~~the refinancing of the ~~Partnership’s~~first ~~distributable~~mortgage ~~cash~~on ~~flow, if~~Covington ~~any,~~Pointe ~~may~~Apartments beand ~~adversely~~advances ~~affected~~received atfrom an ~~least~~affiliate inof the ~~short~~Managing ~~term~~General Partner.

~~The~~On ~~Partnership's~~March ~~assets~~31, ~~are~~2009, the ~~thought~~Partnership toobtained bea ~~generally~~second ~~sufficient~~mortgage ~~for~~loan ~~any~~in ~~near-term~~the ~~needs~~principal ~~(exclusive~~amount of ~~capital~~ ~~improvements)~~$1,500,000 ofon ~~the~~Covington ~~Partnership.~~Pointe Apartments. The second mortgage ~~indebtedness~~loan ~~encumbering~~bore interest ~~the~~at a fixed rate of 5.67% per annum and required monthly payments of ~~Partnership's~~principal ~~investment~~and ~~property~~interest of approximately $49,~~796,~~000 isbeginning ~~amortized~~on ~~over~~May 1, 2009 through ~~twenty~~the ~~years~~February 1, ~~with~~2016 maturity date. The second mortgage loan had a balloon payment of approximately $41,~~416~~344,000 due inat ~~July~~maturity ~~2010.~~and ~~The~~was ~~Managing~~subject ~~General~~to ~~Partner~~a ~~will~~prepayment ~~attempt~~penalty if paid prior to ~~refinance~~maturity. ~~and/or~~As ~~sell~~a condition of the ~~property~~ ~~prior~~loan, tothe ~~such~~lender ~~maturity~~required ~~date~~AIMCO Properties, L.P., Ifan affiliate of the ~~property~~Partnership, ~~cannot~~to beguarantee ~~refinanced~~certain ornon-recourse obligations and ~~sold~~liabilities ~~for~~of athe ~~sufficient~~Partnership ~~amount~~with respect to the new mortgage financing. In connection with the loan, the Partnership ~~may~~incurred ~~risk~~loan ~~losing~~costs ~~such~~of ~~property~~approximately ~~through foreclosure~~$56,000.

~~The~~In ~~Partnership~~connection ~~distributed~~with the second ~~following~~mortgage loan, the Partnership also entered into an early rate lock ~~amounts~~agreement ~~during~~pertaining to the ~~years~~existing ~~ended~~mortgage ~~December~~loan ~~31,~~encumbering ~~2008~~Covington ~~and~~Pointe Apartments. ~~2007~~The ~~(in~~rate ~~thousands~~lock fee paid was $25,000. ~~except~~The early rate lock agreement enabled the Partnership to refinance the existing mortgage loan prior to or during February 2010 at an expected fixed rate of 5.80% per ~~unit~~annum ~~data):~~and a new loan amount of $6,000,000.

	Year Ended		Year Ended
	December 31,	Per Limited Unit	December 31,	Per Limited Unit
	2008	Partnership	2007	Partnership
Sale(1)	$ --	$ --	$1,804	$ 65.36
Sale(2)	3,203	116.04	--	--
	$3,203	$116.04	$1,804	$ 65.36

On November 30, 2009, the Partnership refinanced the first mortgage loan encumbering Covington Pointe Apartments. The refinancing resulted in the replacement of the existing first mortgage loan, which at the time of refinancing had a principal balance outstanding of approximately $4,566,000, with a new mortgage loan in the principal amount of $5,850,000. The new mortgage loan bore interest at a fixed interest rate of 5.80% per annum and required monthly payments of principal and interest of approximately $34,000, beginning January 1, 2010 through the February 1, 2016 maturity date, at which time a balloon payment of approximately $5,322,000 was due. The previous terms of the first mortgage loan provided for a fixed interest rate of 3.81% per annum and monthly payments of principal and interest of approximately $36,000 through the maturity date of July, 2010, at which date a balloon payment of approximately $4,416,000 was due. In connection with the refinancing of the first mortgage, the Partnership incurred loan costs of approximately $92,000 and recorded a loss on early extinguishment of debt of approximately $12,000 due to the write off of unamortized loan costs.

~~(1) Distribution~~Both the first and second ~~consists~~mortgage ofloans ~~sale~~were ~~proceeds~~assumed ~~from~~by the ~~June~~buyer ~~2007~~in connection with the sale of ~~Lakeside~~ Covington Pointe Apartments in December 2009.

~~(2) Distribution~~As a result of the decision ~~consists~~to liquidate the Partnership, the Partnership changed its basis of ~~additional~~accounting for ~~sale~~its ~~proceeds~~financial ~~from~~statements at December 31, 2009 to the ~~2007~~liquidation ~~sale~~basis of accounting. ~~Lakeside~~Consequently, ~~Apartments~~assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the ~~distribution~~liquidation of ~~2008~~the Partnership. ~~sale~~The ~~proceeds~~valuation ~~from~~of ~~the~~assets ~~Sterling~~and ~~Crest~~liabilities ~~Joint~~necessarily ~~Venture~~requires many estimates and assumptions and there are substantial uncertainties in carrying out the ~~distribution~~liquidation. The actual realization of ~~2008~~assets ~~sale~~and ~~proceeds~~settlement ~~from~~of liabilities could be higher or lower than amounts indicated and is based upon the ~~sale~~Managing ofGeneral ~~Bexley~~Partner’s ~~House~~estimates as of ~~Apartments~~the date of the consolidated financial statements.

~~Future cash distributions~~In ~~will~~accordance ~~depend~~with on the ~~levels~~liquidation basis of ~~net~~accounting, ~~cash~~at ~~generated~~December ~~from~~31, ~~operations~~2009, assets ~~and~~were ~~the~~adjusted ~~timing of~~to ~~debt~~their ~~maturity,~~estimated ~~property~~net ~~sale~~realizable value and~~/or~~ ~~refinancing~~liabilities were adjusted to their estimated settlement amount. The ~~Partnership’s~~net ~~cash~~adjustment required ~~available~~to ~~for~~convert ~~distribution~~to isthe ~~reviewed~~liquidation onbasis aof ~~monthly~~accounting ~~basis.~~was ~~There~~a ~~can~~decrease bein nonet assets ~~assurance,~~of ~~however~~approximately $75,000, ~~that~~which ~~the~~is ~~Partnership~~included ~~will~~in ~~generate~~the ~~sufficient~~Consolidated ~~funds~~Statement ~~from~~of ~~operations~~Changes ~~after~~in ~~capital~~Partners’ ~~expenditures~~(Deficiency) toCapital/Net ~~permit~~Assets ~~distributions~~in toLiquidation. ~~its~~The ~~partners~~net ~~during~~adjustment ~~2009~~is orsummarized ~~subsequent~~as ~~periods.~~follows:

	Decrease in
	Net Assets
	(in thousands)

Adjustment of other assets and liabilities, net	$ (75)

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

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

Sale(1)	$ --	$ --	$3,203	$116.04
Sale(2)	46	1.64	--	--
Sale(3)	1,242	45.00	--	--
Mortgage financing (4)	2,240	81.16	--	--
	$3,528	$127.80	$3,203	$ 116.04

(1) Distribution consists of additional sale proceeds from the 2007 sale of Lakeside Apartments, the distribution of 2008 sale proceeds from the Sterling Crest Joint Venture and the distribution of 2008 sale proceeds from the sale of Bexley House Apartments.

(2) Distribution attributed to all partners during 2009 from the 2008 payment of Georgia withholding taxes paid on behalf of all partners in connection with the 2008 sale of the Partnership’s Joint Venture investment.

(3) Distribution of proceeds from the December 2009 sale of Covington Pointe Apartments.

(4) Distribution of proceeds from the March 2009 second mortgage obtained on Covington Pointe Apartments and the November 2009 refinancing of the first mortgage on Covington Pointe Apartments.

Other

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 13,236.50 limited partnership units (the "Units") in the Partnership representing 49.4345% 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~~ 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~~ certain amendments to the Partnership Agreement and voting to remove the ~~Managing~~ Managing General Partner. As a result of its ownership of 49.4345% of ~~the~~ the outstanding Units, AIMCO and its affiliates are in a position to influence ~~all~~ all voting decisions with respect to the Partnership. Although the Managing ~~General~~ 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 as managing general partner, to the Partnership and its limited partners may ~~come~~ come into conflict with the duties of the Managing General Partner to AIMCO as ~~its~~ its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership’s significant accounting policies is included in "Note AB – Organization and Summary of Significant Accounting Policies" which is included in the consolidated 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 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 revenues 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

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

Real property investment is subject to varying degrees of risk. Several factors may have adversely ~~affect~~affected the ~~economic~~ economic performance and value of the Partnership’s investment property. These factors ~~include~~included, but ~~are~~were 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 have adversely ~~affect~~affected 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 behave been 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~~ Any adverse changes in these and other factors could ~~cause~~ have caused an impairment of the Partnership’s asset.

Revenue Recognition

The Partnership generally ~~leases~~leased apartment units for twelve-month terms or less. The Partnership ~~will~~offered ~~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, iswas recognized on a straight-line basis over the term of the lease. The Partnership ~~evaluates~~evaluated all accounts receivable from residents and ~~establishes~~established 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.

Item 8. Financial Statements and Supplementary Data

DAVIDSON INCOME REAL ESTATE, L.P.

LIST OF CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated ~~Balance~~Statement ~~Sheets~~of Net Assets in Liquidation - December 31, ~~2008~~2009 ~~and 2007~~

Consolidated ~~Statements~~Balance ofSheet ~~Operations~~ - ~~Years ended~~ December 31, 2008 ~~and 2007~~

Consolidated Statements of Discontinued ~~Changes~~Operations in– ~~Partners' (Deficiency) Capital -~~ Years ended December 31, ~~2008~~2009 and ~~2007~~ 2008

Consolidated Statements of ~~Cash~~Changes ~~Flows~~in Partners' -(Deficiency) Capital/Net Assets in Liquidation – Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Consolidated Statements of Cash Flows – Years ended December 31, 2009 and 2008

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

The Partners

Davidson Income Real Estate, L.P.

We have audited the ~~accompanying~~ consolidated ~~balance~~statement ~~sheets~~of net assets in liquidation of Davidson Income Real Estate, L.P. as of December 31, ~~2008~~2009, ~~and~~the ~~2007~~consolidated balance sheet as of December 31, 2008, and the related consolidated statements of discontinued operations, consolidated changes in partners'’ (deficiency) capital,/net assets in liquidation and consolidated cash flows for each of the two years in the period ended December 31, ~~2008~~2009. These financial ~~statements~~ 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~~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.

InAs ~~our~~discussed ~~opinion,~~in ~~the financial~~Note ~~statements~~A ~~referred~~ to the ~~above~~consolidated ~~present~~financial ~~fairly~~statements, ~~in all material respects,~~ the ~~consolidated~~Managing ~~financial~~General ~~position~~Partner of Davidson Income Real Estate, L.P. ~~at December~~decided ~~31,~~to ~~2008~~liquidate ~~and 2007, and~~ the ~~consolidated~~Partnership ~~results~~effective ~~of its operations and~~December ~~its~~31, ~~cash~~2009. As ~~flows~~a ~~for~~result, ~~each of~~ the ~~two~~Partnership ~~years~~changed inits ~~the~~basis ~~period~~of ~~ended~~accounting as of December 31, ~~2008, in~~2009 ~~conformity~~to ~~with~~a ~~U.S.~~liquidation ~~generally accepted accounting principles~~basis.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the net assets in liquidation of Davidson Income Real Estate, L.P. as of December 31, 2009, the consolidated financial position at December 31, 2008, and the results of its consolidated discontinued operations and its consolidated cash flows for each of the two years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles applied on the bases described in the preceding paragraph.

/s/ERNST & YOUNG LLP

Greenville, South Carolina

March 1930, ~~2009~~2010

DAVIDSON INCOME REAL ESTATE, L.P.

CONSOLIDATED ~~BALANCE~~STATEMENT OF ~~SHEETS~~NET ASSETS IN LIQUIDATION

(in thousands)

December 31, 2009

Assets
Cash and cash equivalents	$ 349
Receivables	19
	368

Liabilities
Accounts payable	118
Other liabilities	22
Estimated costs to liquidate (Note D)	75
	215

Net assets in liquidation	$ 153

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON INCOME REAL ESTATE, L.P.

CONSOLIDATED BALANCE SHEET

(in thousands, except unit data)

	December 31,
	2008	2007
		(Restated)
Assets
Cash and cash equivalents	$ 162	$ 841
Receivables and deposits	67	78
Other assets	58	107
Investment property (Notes C and H):
Land	1,935	1,935
Buildings and related personal property	10,457	9,705
	12,392	11,640
Less accumulated depreciation	(8,020)	(7,528)
	4,372	4,112
Assets held for sale (Note A)	--	2,635
	$ 4,659	$ 7,773
Liabilities and Partners' (Deficiency) Capital
Liabilities
Accounts payable	$ 138	$ 43
Tenant security deposit liabilities	24	26
Accrued property taxes	194	189
Other liabilities	44	131
Deficit in joint venture (Note B)	--	1,055
Mortgage note payable (Note C)	4,796	5,037
Liabilities related to assets held for sale (Note A)	--	2,053
	5,196	8,534
Partners' (Deficiency) Capital
General partners	(788)	(795)
Limited partners (26,776 units issued and
outstanding)	251	34
	(537)	(761)
	$ 4,659	$ 7,773

December 31, 2008

DAVIDSON INCOME REAL ESTATE, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data)


Assets Held for Sale:
Cash and cash equivalents		$ 162
Receivables and deposits		67
Other assets		58
Investment property (Note H):
Land	$ 1,935
Buildings and related personal property	10,457
	12,392
Less accumulated depreciation	(8,020)	4,372
		$ 4,659

Liabilities and Partners' Deficit
Liabilities related to assets held for sale:
Accounts payable		$ 138
Tenant security deposit liabilities		24
Accrued property taxes		194
Other liabilities		44
Mortgage note payable (Note J)		4,796
		5,196

Partners' (Deficiency) Capital
General partners		(788)
Limited partners (26,776 units issued and
outstanding)		251
		(537)
		$ 4,659

	Years Ended December 31,
	2008	2007
		(Restated)
Revenues:
Rental income	$ 1,630	$ 1,602
Other income	147	136
Total revenues	1,777	1,738
Expenses:
Operating	853	825
General and administrative	171	186
Depreciation	510	470
Interest	203	371
Property taxes	193	189
Total expenses	1,930	2,041
Loss before equity in income (loss) of joint venture,
casualty gain and discontinued operations	(153)	(303)
Casualty gains (Note D)	36	16
Equity in income (loss) of joint
venture (Note B)	2,299	(68)
Income (loss) before discontinued operations	2,182	(355)
Loss from discontinued operations (Notes A and G)	(602)	(265)
Gain on sale of discontinued operations (Note G)	1,847	5,753
Net income (Note E)	$ 3,427	$ 5,133
Net income allocated to general partners (3%)	$ 103	$ 154
Net income allocated to limited partners (97%)	3,324	4,979
	$ 3,427	$ 5,133
Per limited partnership unit:
Income (loss) from continuing operations	$ 79.02	$(12.85)
Loss from discontinued operations	(21.81)	(9.61)
Gain on sale of discontinued operations	66.93	208.41
	$124.14	$185.95
Distributions per limited partnership unit	$116.04	$ 65.36

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON INCOME REAL ESTATE, L.P. CONSOLIDATED STATEMENTS OF ~~CHANGES~~DISCONTINUED INOPERATIONS ~~PARTNERS'~~ (~~DEFICIENCY) CAPITAL (~~in thousands, except per unit data)

	Limited
	Years Ended December 31,
	Partnership	General	Limited
	2009	2008
	Units	Partners	Partners	Total
Loss from continuing operations	$ --	$ --
Original capital contributions	26,776	$ 1	$26,776	$26,777
Loss from discontinued operations
Partners' deficit at
Revenues:
December 31, 2006	26,776	$ (895)	$(3,195)	$(4,090)
Rental income	1,533	2,254
Distributions to partners	--	(54)	(1,750)	(1,804)
Other income	149	258
Net income for the year ended
Total revenues	1,682	2,512
December 31, 2007	--	154	4,979	5,133
Expenses:
Partners' (deficiency) capital at
Operating	838	1,380
December 31, 2007	26,776	(795)	34	(761)
General and administrative	128	171
Distribution to partners	--	(96)	(3,107)	(3,203)
Depreciation	555	689
Net income for the year ended
Interest	266	323
December 31, 2008	--	103	3,324	3,427
Property taxes	181	266
Partners' (deficiency) capital at
Loss on early extinguishment of debt (Notes H and J)	153	438
December 31, 2008	26,776	$ (788)	$ 251	$ (537)
Total expenses	2,121	3,267
Loss before equity in income of joint venture,
casualty gain and gain on sale of discontinued
operations	(439)	(755)
Casualty gain (Note E)	--	36
Equity in income of joint venture (Notes B and C)	--	2,299
Gain on sale of discontinued operations (Note H)	4,732	1,847
Net income (Note F)	$ 4,293	$ 3,427
Net income allocated to general partners (3%)	$ 129	$ 103
Net income allocated to limited partners (97%)	4,164	3,324
	$ 4,293	$ 3,427
Per limited partnership unit:
(Loss) income from discontinued operations	$(15.91)	$ 57.21
Gain on sale of discontinued operations	171.42	66.93
	$155.51	$124.14
Distributions per limited partnership unit	$127.80	$116.04

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON INCOME REAL ESTATE, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ (DEFICIENCY) CAPITAL/NET ASSETS

IN LIQUIDATION

(in thousands, except unit data)

	Limited
	Partnership	General	Limited
	Units	Partners	Partners	Total

Original capital contributions	26,776	$ 1	$26,776	$26,777

Partners' deficit at
December 31, 2007	26,776	$ (795)	$ 34	$ (761)

Distributions to partners	--	(96)	(3,107)	(3,203)

Net income for the year ended
December 31, 2008	--	103	3,324	3,427

Partners' (deficiency) capital at
December 31, 2008	26,776	(788)	251	(537)

Abandonment of Units (Note B)	(6)

Distribution to partners	--	(106)	(3,422)	(3,528)

Net income for the year ended
December 31, 2009	--	129	4,164	4,293

Partners' (deficiency) capital at
December 31, 2009	26,770	$ (765)	$ 993	228

Adjustment to liquidation basis
(Notes A and D)				(75)

Net assets in liquidation at
December 31, 2009				$ 153

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON INCOME REAL ESTATE, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2008	2007
	2009	2008
Cash flows from operating activities:
Net income	$ 34,~~427~~293	$ 53,~~133~~427
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
provided by operating activities:
Casualty gains	(36)	(16)
Casualty gain	--	(36)
Gain on sale of investment property	(14,~~847~~732)	(51,~~753~~847)
Depreciation	~~689~~555	~~922~~689
Loss on extinguishment of debt	438	9
Loss on early extinguishment of debt	153	438
Amortization of loan costs	1922	2819
Equity in (income) loss of joint venture	(2,299)	68
Equity in income of joint venture	--	(2,299)
Change in accounts:
Receivables and deposits	112	6111
Other assets	3231	3732
Accounts payable	(210)	(432)
Tenant security deposit liabilities	(1024)	(4010)
Accrued property taxes	(85194)	(3685)
Other liabilities	(~~100~~22)	(7100)
Due to affiliates	--	(578)
Net cash provided by operating activities	74	237
Net cash provided by (used) in operating activities	237	(215)
Cash flows from investing activities:
Net proceeds from sale of investment property	41,~~329~~582	84,~~823~~329
Distribution from joint venture	~~1,244~~--	--1,244
Property improvements and replacements	(~~736~~380)	(~~492~~736)
Net withdrawals from restricted escrows	--	6
Insurance proceeds received	--	40
Insurance proceeds received	40	19
Net cash provided by investing activities	1,202	4,877
Net cash provided by investing activities	4,877	8,356
Cash flows from financing activities:
Payments on mortgage notes payable	(~~317~~243)	(~~356~~317)
Repayment of mortgage notes payable	(14,~~867~~566)	(21,~~611~~867)
Distributions to partners	(3,203)	(1,804)
Prepayment penalty paid	--	(406)
Prepayment penalty paid	(406)	--
Proceeds from mortgage notes payable	7,350	--
Advances from affiliates	--	123
Loan costs paid	(148)	--
Repayment of advances from affiliates	--	(2,931)
Distributions to partners	(3,482)	(3,203)
Net cash used in financing activities	(5,793)	(7,579)
Advances from affiliates	169	--
Net (decrease) increase in cash and cash equivalents	(679)	562
Repayment of advances from affiliates	(169)	--
Cash and cash equivalents at beginning of period	841	279
Net cash used in financing activities	(1,089)	(5,793)
Cash and cash equivalents at end of period	$ 162	$ 841
Net increase (decrease) in cash and cash equivalents	187	(679)
Cash and cash equivalents at beginning of period	162	841
Cash and cash equivalents at end of period	$ 349	$ 162
Supplemental disclosure of cash flow information:
Cash paid for interest	$ ~~316~~259	$ ~~1,069~~316
Supplemental disclosure of non-cash flow activity:
Supplemental disclosure of non-cash activity:
Property improvements and replacements in accounts
payable	$ 59--	$ 359
Assumption of mortgage notes payable by the purchaser	$ 7,337	$ --
Distribution to partners of Georgia withholding
taxes included in receivables and deposits	$ 46	$ --

~~At December 31, 2006,~~See ~~approximately~~Accompanying ~~$6,000~~Notes ofto ~~property~~Consolidated ~~improvements~~Financial ~~and replacements were included in accounts payable and are included in property improvements and replacements at December 31, 2007.~~Statements

DAVIDSON INCOME REAL ESTATE, L.P. ~~CONSOLIDATED~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, ~~2008~~2009

Note A - ~~Organization~~Basis ~~and Summary~~ of ~~Significant Accounting Policies~~ Presentation

~~Organization~~As of December 31, 2009, Davidson Income Real Estate, L.P. (the “Partnership” or “Registrant”) adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in “Note H – Disposition of Investment Properties”).

~~Davidson~~As ~~Income~~a ~~Real~~result ~~Estate,~~of the decision to liquidate the ~~L.P.~~Partnership, (the "Partnership" orchanged ~~"Registrant")~~its isbasis aof ~~Delaware~~accounting ~~limited~~for ~~partnership~~its ~~organized~~consolidated infinancial ~~April~~statements ~~1985~~at toDecember ~~acquire~~31, ~~and~~2009 ~~operate~~to ~~residential~~the ~~real~~liquidation ~~estate~~basis ~~properties~~of accounting. ~~The~~ ~~general~~Consequently, ~~partners~~assets ofhave ~~the~~been ~~Partnership~~valued ~~are~~at ~~Davidson Diversified~~estimated ~~Properties,~~net ~~Inc.,~~realizable value aand ~~Tennessee~~liabilities ~~corporation~~are ~~("Managing~~presented ~~General Partner"),~~at ~~David~~their W.estimated ~~Talley~~settlement ~~and~~amounts, including ~~James~~estimated T.costs ~~Gunn~~associated ~~(collectively,~~with ~~"Individual~~carrying ~~General Partners")~~out ~~(collectively,~~ the ~~"General~~liquidation ~~Partners")~~of the Partnership. The ~~Partnership~~valuation ~~owns~~of assets and liabilities necessarily requires many ~~operates~~estimates ~~one~~and ~~apartment~~assumptions ~~property~~and ~~located~~there are substantial uncertainties in carrying out the ~~Midwest~~liquidation. The ~~Managing~~actual ~~General Partner~~realization ~~is a subsidiary~~ of ~~Apartment~~assets ~~Investment~~ and ~~Management~~settlement ~~Company~~of ~~("AIMCO"),~~liabilities acould ~~publicly~~be ~~traded~~higher ~~real~~or ~~estate~~lower ~~investment~~than ~~trust.~~amounts ~~The~~indicated ~~Partnership Agreement~~and ~~provides~~is ~~that~~based upon the ~~Partnership~~Managing isGeneral toPartner’s ~~terminate~~estimates onas ~~December~~of ~~31,~~the ~~2010, unless~~date ~~terminated~~of ~~prior~~the toconsolidated financial ~~such date~~statements.

~~Basis~~The Managing General Partner estimates that the liquidation process will be completed by September 30, 2010. Because the success in realization of assets and the settlement of liabilities is based ~~Presentation~~on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

InThe ~~accordance~~accompanying ~~with~~consolidated ~~Statement~~ statements of discontinued ~~Financial~~operations ~~Accounting~~for ~~Standards~~the ~~(“SFAS”)~~years ~~No.~~ended ~~144~~December 31, ~~“Accounting~~2009 ~~for~~and ~~the~~2008 reflect ~~Impairment~~the oroperations ~~Disposal~~ of ~~Long-Lived~~Covington ~~Assets”,~~Pointe ~~the~~Apartments ~~accompanying~~as ~~consolidated statement~~loss offrom discontinued operations ~~for~~and the ~~year~~consolidated ~~ended~~balance sheet as of December 31, ~~2007~~2008 ~~has~~reflects the ~~been~~assets ~~restated as~~and ofliabilities ~~January~~as 1,held ~~2007~~for tosale ~~reflect~~as ~~the~~a ~~operations~~result of ~~Bexley~~the ~~House~~property’s ~~Apartments,~~sale ~~which~~to ~~sold~~a third party on ~~October~~December 2218, ~~2008,~~2009 (as ~~loss~~discussed ~~from~~in ~~discontinued~~“Note ~~operations~~H”). The accompanying consolidated statement of discontinued operations for the year ended December 31, ~~2007~~2008 also ~~includes~~reflects the operations of Bexley ~~Lakeside~~House Apartments as loss from discontinued operations as a result of the sale of the property onin ~~June~~October ~~29,~~2008 ~~2007. In addition, the consolidated balance sheet~~ (as ofdiscussed ~~December 31, 2007 has been restated to reflect the respective assets and liabilities of Bexley House Apartments as held for sale due to its sale~~ in ~~October 2008. See~~ “Note ~~G – Sale of Investment Properties for further information related to the sales~~H”).

~~The~~Note ~~following~~B ~~table~~- ~~presents summarized~~Organization ~~results~~and Summary of ~~operations~~Significant ~~related~~Accounting ~~to the Partnership’s discontinued operations for the years ended December 31, 2008 and 2007 (in thousands):~~Policies

	Year Ended December 31, 2008
	Bexley House	Lakeside
	Apartments	Apartments	Total
Revenues	$ 735	$ --	$ 735
Expenses	(899)	--	(899)
Loss on extinguishment of debt	(438)	--	(438)
Loss from discontinued operations	$ (602)	$ --	$ (602)

Organization

	Year Ended December 31, 2007
	Bexley House	Lakeside
	Apartments	Apartments	Total
Revenues	$ 857	$ 700	$ 1,557
Expenses	(946)	(867)	(1,813)
Loss on extinguishment of debt	--	(9)	(9)
Loss from discontinued operations	$ (89)	$ (176)	$ (265)

Davidson Income Real Estate, L.P. is a Delaware limited partnership organized in April 1985 to acquire and operate residential real estate properties. The general partners of the Partnership are Davidson Diversified Properties, Inc., a Tennessee corporation ("Managing General Partner"), David W. Talley and James T. Gunn (collectively, "Individual General Partners") (collectively, the "General Partners"). The Managing General Partner is a subsidiary 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, 2010, unless terminated prior to such date.

~~Certain~~The ~~reclassifications~~Partnership’s management ~~have~~evaluated ~~been~~subsequent ~~made~~events tothrough the ~~2007~~time ~~balances~~this toAnnual ~~conform~~Report toon ~~the~~Form ~~2008~~10-K was ~~presentations~~filed.

~~Principles~~Recent ofAccounting ~~Consolidation~~Pronouncement

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, The ~~consolidated~~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 ~~Partnership~~FASB ~~include~~Accounting Standards ~~its~~Codification, ~~100%~~or ~~ownership~~the ~~interests~~FASB inASC, became the single source of ~~following~~authoritative ~~partnerships:~~GAAP ~~Bexley~~recognized ~~House,~~by Lthe FASB to be applied by nongovernmental entities.P. Rules and ~~Davidson~~interpretive ~~IRE~~releases ~~Associates~~of the Securities and Exchange Commission, or SEC, under authority of federal securities laws are also sources Lof authoritative GAAP for SEC registrants.P 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. ~~All~~ Subsequent ~~significant~~to ~~interpartnership~~the ~~balances~~effective ~~have~~date ~~been~~of SFAS No. 168, the FASB will issue Accounting ~~eliminated~~Standards Updates that serve to update the FASB ASC.

~~Use~~Principles of ~~Estimates~~Consolidation

The ~~preparation of~~ consolidated financial statements inof ~~conformity with accounting principles generally accepted in~~ the ~~United~~Partnership ~~States~~include ~~requires~~its ~~management~~100% toownership ~~make~~interests ~~estimates and~~in ~~assumptions that affect~~ the following ~~amounts~~partnerships: ~~reported~~Bexley inHouse, ~~the~~L.P. ~~consolidated financial statements~~ and ~~accompanying~~Davidson ~~notes~~IRE Associates, L.P. All ~~Actual~~significant ~~results~~interpartnership ~~could~~balances ~~differ~~have ~~from those~~been ~~estimates~~eliminated.

~~Allocations~~Use toof ~~Partners~~Estimates

~~Net~~The ~~loss~~preparation of ~~the Partnership~~ ~~and~~consolidated ~~taxable~~financial ~~loss~~statements ~~are~~in ~~allocated~~conformity ~~97%~~with toaccounting ~~the limited partners and 3% to the General~~principles ~~Partners,~~generally ~~except~~accepted ~~for such amounts which are allocated prior to the Partnership meeting the minimum close requirements as defined~~ in the ~~Partnership Agreement. Distributions~~United ofStates ~~available~~requires ~~cash~~management ~~from operations are allocated 97%~~ to ~~the~~make ~~limited partners and 3% to the General Partners. Cash from~~estimates ~~sales or refinancing are allocated 97% to limited partners~~ and 3%assumptions ~~to General Partners until the limited partners have received an amount of cumulative distributions from sales or refinancings~~ that ~~equal~~affect ~~their original invested capital plus an amount which, when added to~~ the ~~prior~~amounts ~~distributions~~reported ~~to limited partners, will equal 12% per annum cumulative and noncompounded on adjusted invested capital, as defined~~ in the ~~Partnership~~consolidated ~~Agreement. Thereafter,~~financial ~~upon~~statements ~~payment to an affiliate of the General Partners certain real estate commissions~~ and ~~incentive~~accompanying ~~fees as described in the Partnership Agreement, remaining cash from sales or refinancings are allocated 97% to the limited partners and 3% to the General Partners~~notes. In ~~connection~~Actual ~~with~~results ~~the liquidation~~could ofdiffer ~~the Partnership, cash~~ from ~~sales or refinancings and any~~those ~~remaining working capital reserves shall be allocated among, and distributed to, the partners in proportion to, and to the extent of, their positive capital account balances~~estimates.

~~Investment~~Allocations to ~~Property~~Partners

~~Investment~~Net ~~property~~loss ~~consists~~ of ~~one~~the ~~apartment~~Partnership ~~complex~~ and istaxable ~~stated~~loss atare ~~cost. The~~allocated ~~Partnership~~97% ~~capitalizes~~to ~~costs~~the ~~incurred in~~limited ~~connection~~partners ~~with~~and ~~capital~~3% ~~expenditure~~to ~~activities~~the General Partners, ~~including~~except ~~redevelopment~~for ~~and construction~~such ~~projects,~~amounts ~~other~~which ~~tangible~~are ~~property~~allocated ~~improvements~~prior ~~and~~to ~~replacements~~the ofPartnership ~~existing~~meeting ~~property~~the ~~components~~minimum close requirements as defined in the Partnership Agreement. ~~Costs~~Distributions ~~including~~of ~~interest,~~available ~~property~~cash ~~taxes~~from ~~and~~operations are allocated ~~operating~~97% ~~costs~~to ~~associated~~the ~~with~~limited ~~redevelopment~~partners and ~~construction~~3% ~~projects~~to ~~are~~the General Partners. Cash from ~~capitalized~~sales ~~during~~or ~~periods~~refinancing inare ~~which~~allocated ~~redevelopment~~97% to limited partners and ~~construction~~3% ~~projects~~to ~~are~~General inPartners ~~progress~~until inthe ~~accordance~~limited ~~with~~partners ~~SFAS~~have ~~No.~~received 34an ~~“Capitalization~~amount of ~~Interest Costs”~~cumulative ~~and~~distributions ~~SFAS~~from ~~No.~~sales ~~67,~~or ~~“Accounting~~refinancings ~~for~~that ~~Costs~~equal ~~and~~their ~~the~~original ~~Initial~~invested capital ~~Rental~~plus ~~Operations~~an ofamount ~~Real Estate~~which, ~~Properties.” Costs~~when ~~incurred~~added into ~~connection~~the ~~with~~prior ~~capital~~distributions ~~projects~~to ~~are~~limited ~~capitalized~~partners, ~~where~~will ~~the~~equal ~~costs~~12% ofper ~~the~~annum ~~project~~cumulative ~~exceed~~and ~~$250. Included~~noncompounded inon ~~these~~adjusted ~~capitalized~~invested ~~costs~~capital, ~~are~~as ~~payroll~~defined ~~costs~~in ~~associated~~the ~~with~~Partnership ~~time~~Agreement. ~~spent~~At byDecember ~~site~~31, ~~employees~~2009, inthe ~~connection~~limited ~~with~~partners ~~the~~have ~~planning,~~not ~~execution~~received ~~and~~cumulative ~~control~~distributions offrom ~~all~~sales or refinancings equal to their original invested capital. Thereafter, upon payment ~~expenditure~~to ~~activities~~an ataffiliate of the ~~property~~General ~~level.~~Partners ~~The~~certain ~~Partnership~~real ~~did~~estate ~~not~~commissions ~~capitalize~~and ~~any~~incentive ~~costs~~fees ~~related~~as todescribed ~~interest~~in the Partnership Agreement, ~~property~~remaining ~~taxes~~cash from sales or ~~operating~~refinancings ~~costs~~are ~~during~~allocated 97% to the limited partners and 3% to the ~~years~~General ~~ended~~Partners. In ~~December~~connection 31with the liquidation of the Partnership, cash ~~2008~~from sales or refinancings and ~~2007,~~any ~~respectively.~~remaining ~~Capitalized~~working ~~costs~~capital ~~are~~reserves shall ~~depreciated~~be ~~over~~allocated ~~the~~among, ~~useful~~and ~~life~~distributed ofto, the ~~asset. Expenditures~~partners ~~for~~in ~~ordinary repairs~~proportion to, ~~maintenance~~ and ~~apartment~~to the ~~turnover~~extent ~~costs~~of, ~~are~~their ~~expensed~~positive ~~as incurred~~capital account balances.

~~In accordance with SFAS No.~~Investment 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.Property

~~Depreciation~~Investment property consisted of one apartment complex and was stated at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. The Partnership capitalized 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 were capitalized during periods in which redevelopment and construction projects were in progress. Costs incurred in connection with capital projects were capitalized where the costs of the project exceeded $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. The Partnership did not capitalize any costs related to interest, property taxes or operating costs during the years ended December 31, 2009 and 2008. Capitalized costs were depreciated over the useful life of the asset. Expenditures for ordinary repairs, maintenance and apartment turnover costs were expensed as incurred.

~~Depreciation~~If isevents ~~provided~~or bycircumstances indicated that the ~~straight-line~~carrying ~~method~~amount ~~over~~of the ~~estimated~~property ~~lives~~was not recoverable, the Partnership would have made an assessment of its recoverability by comparing the carrying ~~apartment~~amount ~~property~~to ~~and~~the Partnership’s estimate of the undiscounted future cash ~~related~~flows, ~~personal~~excluding interest charges, of the property. ~~For~~ ~~Federal~~If ~~income~~the ~~tax~~carrying ~~purposes~~amount exceeded the estimated aggregate undiscounted future cash flows, the ~~modified~~Partnership ~~accelerated~~would ~~cost~~have ~~recovery~~recognized ~~method~~an isimpairment ~~used~~loss ~~for~~to ~~depreciation~~the ofextent ~~(1)~~the ~~real~~carrying ~~property~~amount ~~additions~~exceeded ~~over~~the 27estimated ~~1/2~~fair ~~years~~value ~~and~~of ~~(2)~~the ~~personal~~ property. ~~additions~~No ~~over~~adjustments 5for impairment of value were necessary for the years ending December 31, 2009 and 2008.

~~Cash and Cash~~Abandoned ~~Equivalents~~Units

~~Cash~~During ~~and cash equivalents include cash on hand and in banks. At certain times~~2009, the ~~amount~~number of ~~cash~~ ~~deposited~~limited atpartnership aunits ~~bank~~decreased ~~may~~by ~~exceed~~6 ~~the~~units ~~limit~~due onto ~~insured~~limited ~~deposits.~~partners abandoning ~~Cash~~their ~~balances include~~units. ~~approximately~~In ~~$144,000~~abandoning ~~and~~his ~~$790,000~~or ather ~~December~~partnership 31units, ~~2008~~a ~~and 2007,~~limited ~~respectively,~~partner ~~that~~relinquishes ~~are~~all ~~maintained~~right, bytitle anand ~~affiliated~~interest ~~management~~in ~~company~~the onPartnership ~~behalf~~ as of ~~affiliated~~the date ~~entities~~of inthe ~~cash concentration accounts~~abandonment.

~~Tenant~~Net ~~Security~~Income Per Limited ~~Deposits~~Partnership Unit: Net income per Limited Partnership Unit is computed by dividing net income allocated to the limited partners by the number of Units outstanding at the beginning of the fiscal year. Per Unit information has been computed based on 26,776 Units outstanding for both 2009 and 2008.

The Partnership requires security deposits from lessees for the duration of the lease and such deposits are included in cash and cash equivalents. The security deposits are refunded when the tenant vacates, provided the tenant has not damaged the space and is current on rental payments.Depreciation

~~Deferred~~Depreciation was provided by ~~Costs~~the straight-line method over the estimated lives of the apartment property and related personal property. For Federal income tax purposes, the modified accelerated cost recovery method was used for depreciation of (1) real property additions over 27 1/2 years and (2) personal property additions over 5 years.

~~Loan~~Cash ~~costs of approximately $120,000, at both December 31, 2008~~ and ~~2007, less accumulated amortization of~~Cash approximately $93,000 and $76,000, at December 31, 2008 and 2007, respectively, are included in other assets. Loan costs of approximately $52,000, less accumulated amortization of approximately $18,000, are included in assets held for sale at December 31, 2007. The loan costs are being amortized over the terms of the related loan agreements. Amortization expense of approximately $19,000 and $28,000 for the years ending December 31, 2008 and 2007, respectively, is included in interest expense and loss from discontinued operations. Amortization expense is expected to be approximately $17,000 for the year 2009 and $10,000 for the year 2010.Equivalents

~~Leasing~~Cash ~~commissions~~ and cash equivalents ~~other~~include ~~direct~~cash ~~costs~~on ~~incurred~~hand and in ~~connection~~banks. ~~with~~At ~~successful~~certain ~~leasing~~times, ~~efforts~~the ~~are deferred~~amount ~~and~~of ~~amortized~~cash deposited ~~over~~at ~~the~~a ~~terms~~bank ofmay exceed the ~~related~~limit ~~leases~~on insured deposits. ~~Amortization~~ Cash balances ofinclude ~~these~~approximately ~~costs~~$341,000 isand ~~included~~$144,000 inat ~~operating~~December ~~expenses~~31, 2009 and ~~loss~~2008, respectively, ~~from~~that ~~discontinued~~are maintained by an affiliated management company on behalf ~~operations~~of affiliated entities in cash concentration accounts.

~~Leases~~Tenant Security Deposits

The Partnership ~~generally~~required ~~leases~~security ~~apartment~~deposits ~~units~~from lessees for ~~twelve-month~~the ~~terms~~duration orof ~~less. The~~the ~~Partnership will~~lease ~~offer~~and ~~rental~~such ~~concessions during particularly slow months or in response to~~deposits ~~heavy~~are ~~competition~~included ~~from other similar complexes~~ in ~~the~~cash ~~area. Rental~~and ~~income attributable~~cash toequivalents ~~leases,~~at ~~net~~December ~~of any concessions~~31, is2008. ~~recognized~~The ~~on a straight-line~~security ~~basis~~deposits ~~over~~were ~~the~~refunded ~~term~~when of the ~~lease. The~~tenant ~~Partnership evaluates all accounts receivable from residents and establishes an allowance~~vacates, ~~after~~provided the ~~application~~tenant ofhad not ~~security~~damaged ~~deposits,~~the ~~for~~space ~~accounts~~and ~~greater~~was ~~than~~current ~~30 days past due~~ on ~~current~~rental ~~tenants and all receivables due from former tenants~~payments.

~~Joint Venture~~Deferred ~~Investment~~Costs

~~The~~Loan ~~Partnership~~costs ~~accounts~~of ~~for~~approximately ~~its~~$120,000, ~~investment~~less accumulated amortization of approximately $93,000 are included in other assets at December 31, 2008. Amortization expense of approximately $22,000 and $19,000 for the ~~Sterling~~years ~~Crest~~ending ~~Joint~~December ~~Venture~~31, ~~using~~2009 and 2008, respectively, are included in interest expense. During the ~~equity~~year ~~method~~ended December 31, 2009, loan costs of approximately $148,000 and accumulated amortization of approximately ~~accounting~~$7,000 ~~(see~~were ~~"Note~~written B"off ~~for~~in ~~further~~connection ~~discussion)~~with the sale of the property.

~~Segment~~Leasing commissions and ~~Reporting~~other direct costs incurred in connection with successful leasing efforts were deferred and amortized over the terms of the related leases. Amortization of these costs is included in operating expenses.

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 required 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

~~Advertising~~The Partnership generally leased apartment units for twelve-month terms or less. The Partnership offered 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, was recognized on a straight-line basis over the term of the lease. The Partnership evaluated all accounts receivable from residents and established 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.

~~The~~Joint ~~Partnership expenses the~~Venture costs of advertising as incurred. Advertising expense, included in operating expenses and loss from discontinued operations, was approximately $72,000 and $93,000 for the years ended December 31, 2008 and 2007, respectively.Investment

~~Fair~~The ~~Value~~Partnership ofaccounted for ~~Financial~~its investment in the Sterling Crest Joint Venture using the equity method ~~Instruments~~of accounting (see "Note C" for further discussion).

~~SFAS No. 107 "Disclosures~~Segment about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined in the SFAS as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments, (except for long term debt) approximates their fair value due to the short term maturity of these instruments. The 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. The fair value of the Partnership's long term debt at the Partnership’s incremental borrowing rate is approximately $4,630,000. Reporting

~~Recent~~FASB ~~Accounting~~ASC ~~Pronouncements~~Topic 280-10, “Segment Reporting”, established standards for the way that public business enterprises report information about operating segments in annual financial statements and required that those enterprises report selected information about operating segments in interim financial reports. FASB ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in FASB ASC Topic 280-10, the Partnership has only one reportable segment.

In September 2006, the Financial Accounting Standards Boards (“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.Advertising

~~Note~~The BPartnership -expensed ~~Deficit~~the costs inof ~~Joint~~advertising as incurred. Advertising expense was approximately $49,000 ~~Venture~~and ~~Investment~~$72,000 for the years ended December 31, 2009 and 2008, respectively.

The following table represents Sterling Crest's net ~~liabilities as of December 31, 2007 and net~~ income ~~(loss)~~ for the ~~years~~year ended December 31, 2008 ~~and 2007~~ (in thousands):

	December 31, 2007
	Year Ended December 31, 2008
Total assets	$ 6,305
Operating revenues	$ 1,155
Total liabilities	(12,332)
Operating expenses	(1,386)
Net liabilities	$ (6,027)
Operating loss	(231)
Casualty gain	33
Debt extinguishment costs	(2,800)
Gain on sale of property	15,392
Net income	$ 12,394

	Years Ended December 31,
	2008	2007
Operating revenues	$ 1,155	$ 2,553
Operating expenses	(1,386)	(2,957)
Operating loss	(231)	(404)
Casualty gain	33	17
Debt extinguishment costs	(2,800)	--
Gain on sale of property	15,392	--
Net income (loss)	$ 12,394	$ (387)

Note D – Adjustment to Liquidation Basis of Accounting

~~Note~~At CDecember -31, ~~Mortgage~~2009, ~~Note~~in accordance with the ~~Payable~~liquidation basis of accounting, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was a decrease in net assets of approximately $75,000, which is included in the Consolidated Statement of Changes in Partners’ (Deficiency) Capital/Net Assets in Liquidation. The net adjustment is summarized as follows:

The terms of the mortgage note payable are as follows:

	Decrease in Net Assets
	(in thousands)

Adjustment of other assets and liabilities, net	$ (75)

	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)
Covington Pointe
Apartments
1st mortgage	$ 4,796	$ 5,037	$ 36	3.81% (1)	07/01/10	$ 4,416

Note E – Casualty Gain

~~(1) Fixed~~On ~~rate~~April 10, 2008 Covington ~~mortgage~~Pointe Apartments suffered damage to several of its apartment units as a result of severe winds which resulted in roofs blowing off the apartment units. During the year ended December 31, 2008, the Partnership received approximately $43,000 in insurance proceeds, including approximately $3,000 in lost rents, related to this casualty. The Partnership recognized a casualty gain of approximately $36,000 for the year ended December 31, 2008 as a result of the receipt of approximately $40,000 in insurance proceeds net of the write-off of undepreciated assets of approximately $4,000.

~~The~~During ~~mortgage~~the ~~note~~third ~~payable~~quarter isof 2008, ~~non-recourse~~the ~~and is~~Partnership ~~secured~~had byaccrued aapproximately ~~pledge~~$25,000 of ~~the~~clean ~~Partnership’s~~up ~~rental~~costs ~~property~~for estimated ~~and~~damages bysuffered ~~pledge~~at ~~of revenues~~Bexley ~~from~~House ~~the~~Apartments ~~respective~~from ~~investment~~Hurricane ~~property~~Ike. ~~The~~ ~~note~~During the ~~requires~~fourth ~~a prepayment~~quarter ~~penalty~~of if2008 ~~repaid~~this ~~prior~~estimate towas ~~maturity~~reversed ~~and~~as ~~prohibits~~the ~~resale~~actual ofclean ~~the~~up ~~property~~costs ~~subject~~incurred towere ~~existing indebtedness~~minimal.

~~Scheduled~~Note ~~principal~~F ~~payments~~- ~~of the mortgage~~Income ~~note payable subsequent to December 31, 2008 are as follows (in thousands):~~Taxes

2009	$ 251
2010	4,545
	$ 4,796

The Partnership is classified as a partnership for Federal income tax purposes. Accordingly, no provision for income taxes is made in the consolidated financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

~~Note~~The DPartnership –adopted ~~Casualty~~the liquidation ~~Gains~~basis of accounting effective December 31, 2009.

OnThe ~~April~~following ~~10,~~is ~~2008 Covington~~a ~~Pointe~~reconciliation ~~Apartments suffered damage to several~~ of ~~its~~reported ~~apartment~~net ~~units~~income asand aFederal ~~result of~~taxable ~~severe~~income ~~winds which resulted~~ (in ~~roofs blowing off the apartment units. During the year ended December 31~~thousands, ~~2008, the Partnership received approximately $43,000~~ inexcept ~~insurance~~per ~~proceeds,~~unit including approximately $3,000 in lost rents, related to this casualty. The Partnership recognized a casualty gain of approximately $36,000 for the year ended December 31, 2008 as a result of the receipt of approximately $40,000 in insurance proceeds net of the write-off of undepreciated assets of approximately $4,000.data):

During the third quarter of 2008, the Partnership had accrued approximately $25,000 of clean up costs for estimated damages suffered at Bexley House Apartments from Hurricane Ike. These costs were included in loss from discontinued operations. During the fourth quarter of 2008 this estimate was reversed as the actual clean up costs incurred were minimal.

	2009	2008

Net income as reported	$ 4,293	$ 3,427
Add (deduct)
Depreciation differences	123	95
Equity in joint venture	--	(672)
Prepaid rents	(10)	(35)
Casualty	--	(36)
Gain on sale of property	(1,200)	269
Other	(38)	68

Federal taxable income	$ 3,168	$ 3,116
Federal taxable income
per limited partnership unit	$112.83	$112.87

~~In May~~The ~~2007,~~following ~~Covington~~is ~~Pointe suffered damage to two of its rental units as~~ a ~~result~~reconciliation ofbetween ~~vandalism and water damage. Insurance proceeds of approximately $19,000 were received during~~ the ~~year~~Partnership's ~~ended~~reported ~~December~~amounts ~~31,~~and ~~2007.~~Federal ~~The~~tax ~~Partnership~~basis ~~recognized a casualty gain~~ of ~~approximately~~net ~~$16,000~~assets ~~for~~and ~~the~~liabilities ~~year~~as ~~ended~~of December 31, ~~2007~~2009 asand a2008 ~~result of the receipt of approximately $19,000~~ (in ~~insurance~~ ~~proceeds net of the write-off of the undepreciated damaged assets of approximately $3,000.~~thousands):

Note E - Income Taxes

	2009	2008
Net assets (liabilities) as reported	$ 153	$ (537)
Land and buildings	--	53
Accumulated depreciation	--	1,089
Syndication	3,809	3,809
Other	94	1

Net assets - Federal tax basis	$ 4,056	$ 4,415

~~The~~Note ~~Partnership~~G ~~received~~- ~~a ruling~~Transactions ~~from the Internal Revenue Service that it is to be classified as a~~with ~~partnership~~Affiliated for Federal income tax purposes. Accordingly, no provision for income taxes is made in the consolidated financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.Parties

The ~~following~~Partnership ishas ano ~~reconciliation~~employees and depends on the Managing General Partner and its affiliates for the management and administration of ~~reported~~all ~~net~~Partnership ~~income~~activities. The Partnership Agreement provides for (~~loss~~i) ~~and~~payments ~~Federal~~to ~~taxable~~affiliates ~~income~~for property management services and (~~loss~~ii) for reimbursement of certain expenses incurred by affiliates ~~(in~~on ~~thousands,~~behalf ~~except~~of ~~per~~the ~~unit~~Partnership. ~~data):~~

	2008	2007
Net income as reported	$ 3,427	$ 5,133
Add (deduct)
Depreciation differences	95	221
Equity in joint venture	(672)	(32)
Prepaid rents	(35)	2
Casualty	(36)	(15)
Gain on sale of property	269	(975)
Other	68	16
Federal taxable income	$ 3,116	$ 4,350
Federal taxable income
per limited partnership unit	$112.87	$ 90.24 (1)

Affiliates of the Managing General Partner received 5% of gross receipts from the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $86,000 and $125,000 for the years ended December 31, 2009 and 2008, respectively, which are included in operating expenses.

~~(1)~~An ~~For~~affiliate ~~2007~~of ~~allocations~~the Managing General Partner ~~under~~charged the ~~Internal~~Partnership ~~Revenue~~for ~~Code~~reimbursement ~~section~~of ~~704(b)~~accountable ~~result~~administrative expenses amounting to approximately $110,000 and $130,000 for the years ended December 31, 2009 and 2008, respectively, which is included in general and administrative expenses, investment property and gain on sale of discontinued operations. The portion of these reimbursements included in investment property and gain on sale of discontinued operations for the ~~limited~~years ~~partners~~ended December 31, 2009 and 2008 are ~~being~~construction ~~allocated~~management aservices ~~non-pro~~provided ~~rata~~by ~~amount~~an affiliate of ~~taxable~~the ~~loss~~Managing General orPartner ~~income~~of approximately $67,000 and $53,000, respectively.

~~The~~During ~~following~~the isyear aended ~~reconciliation~~December ~~between~~31, 2008, there were no advances or associated accrued interest owed to AIMCO Properties, L.P., an affiliate of the Managing General Partner. During the year ended December 31, 2009, AIMCO Properties, L.P. advanced approximately $169,000 to the Partnership's ~~reported~~to ~~amounts~~pay accounts payable and ~~Federal~~real ~~tax~~estate ~~basis~~taxes at ofCovington ~~net~~Pointe ~~assets~~Apartments. asInterest ofon the advances was charged at prime plus 1%. Interest expense on the advances was approximately $1,000 for the year ended December 31, ~~2008~~2009. ~~and~~During ~~2007~~the ~~(in~~year ~~thousands):~~ended December 31, 2009, the Partnership repaid AIMCO Properties, L.P. approximately $170,000 which included $1,000 of accrued interest. There were no advances outstanding at December 31, 2009.

	2008	2007
Net liabilities as reported	$ (537)	$ (761)
Land and buildings	53	136
Accumulated depreciation	1,089	686
Syndication	3,809	3,809
Other	1	632
Net assets - Federal tax basis	$ 4,415	$ 4,502

The Partnership Agreement provides for payment of a fee to the Managing General Partner for managing the affairs of the Partnership. The fee is 2% of adjusted cash from operations, as defined in the Partnership Agreement. The fee is payable only after the Partnership has distributed, to all limited partners, adjusted cash from operations in any year equal to 10% of their adjusted invested capital as defined in the partnership agreement. No fees were earned or are payable for the years ended December 31, 2009 and 2008.

~~Note~~The FPartnership insured its properties up to certain limits through coverage provided by AIMCO which is generally self-insured ~~Transactions~~for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insured its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the ~~Affiliated~~Managing ~~Parties~~General Partner. During the years ended December 31, 2009 and 2008, the Partnership was charged by AIMCO and its affiliates approximately $24,000 and $43,000, respectively, for insurance coverage and fees associated with policy claims administration.

~~The~~In ~~Partnership~~addition ~~has~~to noits indirect ~~employees~~ownership of the general partner interests in the Partnership, AIMCO and ~~depends~~its affiliates owned 13,236.50 limited partnership units (the "Units") in the Partnership representing 49.45% 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 ~~Managing~~Partnership Agreement and voting to remove the Managing General Partner. ~~and~~As a result of its ~~affiliates~~ownership ~~for~~of 49.45% of the outstanding ~~management~~Units, AIMCO and ~~administration~~its ofaffiliates are in a position to influence all ~~Partnership~~voting decisions ~~activities~~with respect to the Partnership. ~~The~~Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing ~~Agreement~~General ~~provides~~Partner ~~for~~also ~~(i)~~owes ~~payments~~fiduciary duties to ~~affiliates~~AIMCO ~~for~~as ~~property~~its ~~management services~~sole ~~and~~stockholder. ~~(ii)~~As a ~~for~~result, ~~reimbursement~~the duties of ~~certain~~the ~~expenses~~Managing ~~incurred~~General byPartner, ~~affiliates~~as managing general onpartner, ~~behalf~~to the Partnership and its limited partners may come into conflict with the duties of the ~~Partnership~~Managing General Partner to AIMCO as its sole stockholder.

~~Affiliates~~Note ofH ~~the~~– ~~Managing~~Disposition ~~General Partner receive 5%~~ of ~~gross receipts from the Partnership's properties as compensation~~ ~~for~~Investment providing property management services. The Partnership paid to such affiliates approximately $125,000 and $162,000 for the years ended December 31, 2008 and 2007, respectively, which is included in operating expenses and loss from discontinued operations.Properties

AnOn ~~affiliate~~December of18, 2009, the Partnership ~~Managing~~sold ~~General~~its ~~Partner charged~~remaining ~~the~~investment ~~Partnership~~property, ~~for~~Covington ~~reimbursement~~Pointe ofApartments, to ~~accountable~~a ~~administrative~~third ~~expenses amounting~~party tofor ~~approximately~~a ~~$130,000~~gross ~~and~~sales price of $~~138~~9,100,000. ~~for~~The ~~the~~net ~~years~~proceeds realized ~~ended~~by ~~December 31,~~the ~~2008~~Partnership ~~and~~were ~~2007,~~approximately ~~respectively~~$1,582,000 ~~which~~after ispayment ~~included~~of closing incosts ~~general~~of ~~and~~approximately ~~administrative expenses~~$181,000 ~~investment~~and ~~property,~~the ~~assets~~assumption ~~held~~of ~~for~~the ~~sale~~first and second ~~gain~~mortgage ondebt ~~sale~~encumbering ~~of discontinued~~the ~~operations.~~property ~~The portion~~ of ~~these~~approximately ~~reimbursements~~$7,337,000 ~~included~~by inthe ~~investment~~purchaser. ~~property~~The ~~and~~Partnership ~~gain~~recognized ona ~~sale~~gain of ~~discontinued~~approximately ~~operations~~$4,732,000 ~~for~~as a result of the ~~years ended~~sale. ~~December~~In 31addition, ~~2008~~the ~~and~~Partnership ~~2007~~recognized ~~are~~a ~~construction~~loss ~~management~~on ~~services~~the ~~provided~~early byextinguishment ~~an affiliate~~ of ~~the~~debt ~~Managing General Partner~~ of approximately $53141,000 ~~and~~due to the write-off of ~~$37,000,~~unamortized ~~respectively~~loan costs.

~~During~~On ~~the~~October ~~year ended December 31~~22, 2008, ~~there~~the Partnership ~~were~~sold noone ~~advances~~of orits ~~associated~~investment ~~accrued~~properties, ~~interest~~Bexley ~~owed~~House ~~to AIMCO Properties~~Apartments, ~~L.P.,~~to ana third ~~affiliate~~party offor ~~the~~a ~~Managing~~sales ~~General~~price ~~Partner.~~of ~~During the year ended December 31~~$4, ~~2007~~350, ~~AIMCO Properties, L~~000.P. The ~~advanced~~net ~~approximately $123,000~~proceeds torealized by the Partnership towere ~~pay~~approximately ~~accounts~~$4,329,000 ~~payable~~after ~~and~~payment ~~real~~of ~~estate taxes at~~closing ~~Covington Pointe Apartments and accounts payable at Lakeside Apartments~~costs. ~~Interest~~ The onPartnership ~~the~~used ~~advances was charged at prime plus 1%. Interest expense on the advances was~~ approximately $~~157~~1,867,000 ~~for~~to repay the ~~year ended December 31, 2007. During~~mortgage ~~the~~encumbering ~~year ended December 31, 2007,~~ the property. The Partnership ~~repaid~~recognized ~~AIMCO~~a ~~Properties,~~gain ~~L.P.~~of approximately $31,~~560~~847,000 ~~which~~for ~~included~~the ~~$629,000~~year ofended ~~accrued interest. There were no advances outstanding at~~ December 31, 2008 ~~and December 31~~, ~~2007. The Partnership~~as ~~may~~a ~~receive~~result ~~additional advances~~ of the ~~funds from AIMCO Properties, L~~sale.~~P. although~~ In ~~AIMCO Properties~~addition, ~~L.P.~~the isPartnership ~~not~~recognized ~~obligated~~a toloss ~~provide~~on ~~such advances. For~~extinguishment ~~more~~of ~~information~~debt ~~on AIMCO Properties, L.P., including copies~~ of ~~its~~approximately ~~audited balance sheet~~$438,000 ~~please~~for ~~see its reports filed with~~ the ~~Securities~~year ~~and~~ended ~~Exchange Commission. Subsequent to~~ December 31, 2008, ~~the~~as ~~Partnership received advances~~a ~~from~~result ~~AIMCO Properties, L.P.~~ of ~~approximately~~the ~~$139,000~~write ~~primarily~~off toof ~~pay~~unamortized ~~real estate~~loans ~~taxes~~costs atand ~~Covington~~payment ~~Pointe~~of ~~Apartments~~a prepayment penalty.

~~The~~Note ~~Partnership~~I ~~Agreement provides for~~- payment of a fee to the Managing General Partner for managing the affairs of the Partnership. The fee is 2% of adjusted cash from operations, as defined in the Partnership Agreement. The fee is payable only after the Partnership has distributed, to all limited partners, adjusted cash from operations in any year equal to 10% of their adjusted invested capital as defined in the partnership agreement. No fees were earned or are payable for the years ended December 31, 2008 and 2007.Distributions

The Partnership ~~insures its~~distributed properties 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~~following ~~limits~~amounts ~~through insurance~~during ~~policies obtained by AIMCO from insurers unaffiliated with~~ the ~~Managing~~ ~~General Partner. During the~~ years ended December 31, ~~2008~~2009 and ~~2007,~~2008 ~~the~~(in ~~Partnership was charged by AIMCO and its affiliates approximately $43~~thousands,~~000~~ ~~and $123,000,~~except ~~respectively,~~per ~~for~~unit ~~insurance coverage and fees associated with policy claims administration~~data).

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 13,236.50 limited partnership units (the "Units") in the Partnership representing 49.43% 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 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 49.43% of the outstanding Units, AIMCO and its affiliates are in a position to influence 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.

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

Sale(1)	$ --	$ --	$3,203	$116.04
Sale(2)	46	1.64	--	--
Sale(3)	1,242	45.00	--	--
Mortgage financing (4)	2,240	81.16	--	--
	$3,528	$127.80	$3,203	$ 116.04

~~Note~~(1) Distribution consists Gof –additional ~~Disposition~~sale proceeds from the 2007 sale of Lakeside Apartments, ~~Investment~~the ~~Properties~~distribution of 2008 sale proceeds from the Sterling Crest Joint Venture and the distribution of 2008 sale proceeds from the sale of Bexley House Apartments.

~~On October 22, 2008, the~~(2) Distribution ~~Partnership~~attributed ~~sold one of its investment properties, Bexley House Apartments,~~ to ~~a third~~all ~~party~~partners ~~for~~during a2009 ~~sales~~from ~~price of $4,350,000. The net proceeds realized by~~ the ~~Partnership~~2008 ~~were approximately $4,329,000 after~~ payment of ~~closing~~Georgia ~~costs. The~~withholding ~~Partnership~~taxes ~~used~~paid ~~approximately~~on ~~$1,867,000~~behalf toof ~~repay~~all ~~the~~partners ~~mortgage encumbering~~in ~~the~~connection ~~property. The~~with ~~Partnership recognized a gain of approximately $1,847,000 for~~ the ~~year ended December 31,~~ 2008~~, as a result of~~ ~~the~~ sale~~. In~~ ~~addition,~~of the Partnership’s ~~recognized~~Joint aVenture ~~loss on extinguishment of debt of approximately $438,000 for the year ended December 31, 2008, as a result of the write off of unamortized loans costs and payment of a prepayment penalty~~investment. ~~This amount is included in loss from discontinued operations for the year ended December 31, 2008.~~

~~On June 29, 2007, the~~(3) Distribution ~~Partnership sold one~~ of its investment properties, Lakeside Apartments, to a third party. In addition to Lakeside Apartments, affiliates of the third party also purchased nine other apartment complexes, all of which were owned by entities affiliated with AIMCO Properties, L.P., an affiliate of the Managing General Partner of the Partnership. The total sales price for Lakeside Apartments and the other properties was approximately $95,800,000 of which approximately $8,850,000 was allocated to Lakeside Apartments. The net proceeds ~~realized~~from by the Partnership were approximately $8,823,000 after payment of closing costs. The Partnership used approximately $2,611,000 to repay the mortgage encumbering the property. The Partnership realized a gain of approximately $5,753,000 for the year ended December ~~31,~~2009 ~~2007, as a result of the~~ sale. ~~In addition, the Partnership recorded a loss on extinguishment~~ of ~~debt of~~Covington ~~approximately $9,000 as a result of the write off of unamortized loan costs~~Pointe ~~of approximately $4,000 and a termination fee of approximately $5,000~~Apartments. ~~This amount is included in loss from discontinued operations for the year ended December 31, 2007.~~

~~Note~~(4) Distribution of Hproceeds –from ~~Investment~~the ~~Property~~March 2009 second mortgage obtained on Covington Pointe Apartments and ~~Accumulated~~the ~~Depreciation~~November 2009 refinancing of the first mortgage on Covington Pointe Apartments.

		Initial Cost
		To Partnership
		(in thousands)
			Buildings	Net Cost
			and Related	Capitalized
			Personal	Subsequent to
Description	Encumbrances	Land	Property	Acquisition
	(in thousands)			(in thousands)
Covington Pointe
Apartments	$ 4,796	$ 1,935	$ 7,041	$ 3,416

Note J – Mortgage Financing

	Gross Amount At Which Carried
	At December 31, 2008
	(in thousands)
		Buildings
		And Related
		Personal		Accumulated	Date of	Date	Depreciable
Description	Land	Property	Total	Depreciation	Construction	Acquired	Life-Years
				(in thousands)
Covington
Pointe
Apartments	$ 1,935	$10,457	$12,392	$ 8,020	1982	03/87	5-30

On March 31, 2009, the Partnership obtained a second mortgage loan in the principal amount of $1,500,000 on Covington Pointe Apartments. The second mortgage loan bore interest at a fixed rate of 5.67% per annum and required monthly payments of principal and interest of approximately $9,000 beginning on May 1, 2009 through the February 1, 2016 maturity date. The second mortgage loan had a balloon payment of approximately $1,344,000 due at maturity and was subject to a prepayment penalty if paid prior to maturity. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the loan, the Partnership incurred loan costs of approximately $56,000.

~~Reconciliation~~In ofconnection with the ~~"investment~~second ~~property~~mortgage loan, the Partnership also entered into an early rate lock agreement pertaining to the existing mortgage loan encumbering Covington Pointe Apartments. The rate lock fee paid was $25,000. The early rate lock agreement enabled the Partnership to refinance the existing mortgage loan prior to or during February 2010 at an expected fixed rate of 5.80% per annum and ~~accumulated~~a ~~depreciation"~~new loan amount of $6,000,000.

	Years Ended December 31,
	2008	2007
	(in thousands)
Investment Property
Balance at beginning of year	$11,640	$25,685
Property improvements and replacements	792	489
Disposal of property	(22)	(8,920)
Assets held for sale	(18)	(5,614)
Balance at end of year	$12,392	$11,640
Accumulated Depreciation
Balance at beginning of year	$ 7,528	$15,484
Additions charged to expense	689	922
Disposal of property	(18)	(5,866)
Assets held for sale	(179)	(3,012)
Balance at end of year	$ 8,020	$ 7,528

On November 30, 2009, the Partnership refinanced the first mortgage loan encumbering Covington Pointe Apartments. The refinancing resulted in the replacement of the existing first mortgage loan, which at the time of refinancing had a principal balance outstanding of approximately $4,566,000, with a new mortgage loan in the principal amount of $5,850,000. The new mortgage loan bore interest at a fixed interest rate of 5.80% per annum and required monthly payments of principal and interest of approximately $34,000, beginning January 1, 2010 through the February 1, 2016 maturity date, at which time a balloon payment of approximately $5,322,000 was due. The previous terms of the first mortgage loan provided for a fixed interest rate of 3.81% per annum and monthly payments of principal and interest of approximately $36,000 through the maturity date of July, 2010, at which date a balloon payment of approximately $4,416,000 was due. In connection with the refinancing of the first mortgage the Partnership incurred loan costs of approximately $92,000 and recorded a loss on early extinguishment of debt of approximately $12,000 due to the write off of unamortized loan costs. Both the first and second mortgage loans were assumed by the purchaser in connection with the sale of Covington Pointe Apartments in December 2009.

~~The~~Note ~~aggregate~~K ~~cost of the real estate for~~– Federal income tax purposes at December 31, 2008 and 2007, is approximately $12,445,000 and $17,390,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2008 and 2007, is approximately $6,931,000 and $9,854,000, respectively.Contingencies

~~Note~~As Ipreviously –disclosed, ~~Contingencies~~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 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 have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $3,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties. 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 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.

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~~ ~~that~~Partnership ~~AIMCO~~is ~~Properties,~~unaware ~~L.P. and NHP Management Company 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~~any ~~decertified~~other ~~the collective~~pending ~~action. In~~or ~~July~~outstanding ~~2007,~~litigation ~~plaintiffs’ counsel filed individual~~matters ~~cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases~~ involving ~~652~~it ~~plaintiffs~~or ~~and established~~its aformer 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 be dismissed. During the fourth quarter of 2008, the Partnership paid approximately $3,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties~~. At~~ ~~this~~that ~~time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel~~ are not ~~resolved. The Managing General Partner is uncertain as to the amount~~ of ~~any~~a ~~additional loss~~routine ~~that~~nature ~~may~~arising bein ~~allocable to~~ the ~~Partnership. Therefore,~~ordinary ~~the~~course ~~Partnership cannot estimate whether any additional loss will occur or a potential range~~ of ~~loss.~~ business.

~~The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.~~Environmental

~~Environmental~~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 former properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its former properties.

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 properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its property. Mold

~~Mold~~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 had 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.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T). Controls and Procedures

(a) Disclosure Controls and Procedures

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.

Management’s Report on Internal Control Over Financial 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(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:

· pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

· provide reasonable assurance that 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

· 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.

Because 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.

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, ~~2008~~2009. In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on their assessment, the Partnership’s management concluded that, as of December 31, ~~2008~~2009, the Partnership’s internal control over financial reporting is 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 not subject to the attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

(b) Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of ~~2008~~2009 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

Davidson Income Real Estate, L.P. (the “Partnership” or the “Registrant”) has no officers or directors. Davidson Diversified Properties, Inc. (the “Managing General Partner”) manages and controls substantially all of the Partnership’s affairs and has general responsibility in all matters affecting its business.

The names and ages of, as well as the positions and offices held by, the present directors and officers of the Managing General Partner are set forth below. There are no family relationships between or among any officers or directors.

Name	Age	Position
Steven D. Cordes	3738	Director and Senior Vice President
Harry G. Alcock	46	Director and Executive Vice President
John Bezzant	47	Director and Senior Vice President
Timothy J. Beaudin	5051	President and Chief Operating Officer
David R. Robertson	43	President and Chief Financial Officer
Ernest M. Freedman	39	Executive Vice President and Chief Financial Officer
Lisa R. Cohn	4041	Executive Vice President, General Counsel and Secretary
Patti K. Fielding	45	Executive Vice President – Securities and Debt; Treasurer
Paul Beldin	36	Senior Vice President and Chief Accounting Officer
Paul Beldin	35	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	48	Senior Director of Partnership Accounting
Stephen B. Waters	47	Vice President

Steven D. Cordes was appointed as a Director of the Managing General Partner effective March 2, 2009. Mr. Cordes has been a Senior Vice President of the Managing General Partner and AIMCO since May ~~2007. Mr. Cordes was appointed Senior Vice~~ ~~President – Structured Equity in May~~ 2007. Mr. Cordes joined AIMCO in 2001 as a Vice President of Capital Markets with responsibility for AIMCO’s joint ventures and equity capital markets activity. Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers. Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership. Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

~~Harry~~John G.Bezzant ~~Alcock~~ was ~~appointed~~ appointed as a Director of the Managing General Partner ineffective ~~October~~December ~~2004~~16, ~~and was~~2009. ~~appointed~~Mr. ~~Executive~~Bezzant has been a Senior Vice President of the Managing General Partner ~~in February~~and ~~2004~~AIMCO ~~and~~since ~~has~~joining ~~been~~AIMCO ~~Executive~~in ~~Vice~~June ~~President~~2006. Prior ofto joining AIMCO, ~~since~~from 2005 ~~October~~to ~~1999.~~ June 2006, Mr. ~~Alcock~~Bezzant ~~has~~was ~~had~~a ~~responsibility~~First ~~for~~Vice ~~acquisition~~President ~~and~~at ~~financing~~Prologis, ~~activities~~a ofDenver, ~~AIMCO~~Colorado-based ~~since~~real ~~July~~estate ~~1994~~investment trust, ~~serving~~and ~~as Vice President~~ from ~~July~~1986 ~~1996~~ to ~~October~~2005, ~~1997~~Mr. Bezzant ~~and~~served as ~~Senior~~ Vice President, ~~from~~Asset ~~October~~Management ~~1997~~at toCatellus ~~October~~Development ~~1999.~~Corporation, a San Francisco, California-based real estate investment trust. Mr. ~~Alcock~~ ~~focuses~~Bezzant onbrings ~~transactions~~particular ~~related~~expertise to ~~AIMCO’s~~the ~~portfolio~~Board ~~of properties~~ in the ~~western~~ ~~portion~~areas of ~~the~~real ~~United~~estate finance, ~~States~~property operations, sales and development.

Timothy J. Beaudin was appointed ~~Executive Vice~~ President and Chief ~~Development~~Operating Officer of AIMCO and the Managing General Partner ~~and~~in February 2009. He joined AIMCO and the Managing General Partner as Executive Vice President and Chief Development Officer 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~~transactions, asset ~~information technology~~management, inand ~~addition to~~ redevelopment and construction services~~. He~~ isfor ~~also~~AIMCO ~~responsible~~and ~~for asset~~the ~~management~~Managing ~~for~~General ~~conventional properties~~Partner. 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.

Ernest M. Freedman was appointed Executive 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.

Lisa 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.

~~Patti~~Paul K.Beldin ~~Fielding~~joined ~~was~~AIMCO in ~~appointed~~May ~~Executive~~2008 and has served as Senior Vice President -and ~~Securities~~Chief ~~and~~Accounting ~~Debt~~Officer of AIMCO and the Managing General Partner insince ~~February~~that ~~2004~~time. Prior ~~and~~to of joining AIMCO, inMr. ~~February~~Beldin ~~2003. Ms.~~served ~~Fielding~~as ~~was appointed~~controller ~~Treasurer~~and then as chief financial officer of America ~~AIMCO~~First ~~and~~Apartment ~~the~~Investors, ~~Managing~~Inc., ~~General~~a ~~Partner~~publicly intraded ~~January~~multifamily real ~~2005. Ms.~~estate ~~Fielding~~investment istrust, ~~responsible~~from ~~for~~May ~~debt~~2005 ~~financing~~to ~~and~~September 2007 when the ~~treasury~~company was ~~department~~acquired by Sentinel Real Estate Corporation. MsPrior to joining America First Apartment Investors, Inc., ~~Fielding~~Mr. ~~previously~~Beldin ~~served~~was asa ~~Senior~~senior ~~Vice~~manager ~~President~~at ~~- Securities~~Deloitte and Touche ~~Debt~~LLP, ofwhere ~~AIMCO~~he was employed from ~~January~~August ~~2000~~1996 to ~~February~~May ~~2003. Ms.~~2005, including two ~~Fielding~~years ~~joined~~as ~~AIMCO~~an inaudit ~~February~~manager ~~1997~~in asSEC aservices ~~Vice~~at ~~President~~Deloitte’s national office.

~~David~~Stephen RB. ~~Robertson~~Waters was appointed ~~President~~Senior ~~and~~Director ~~Chief~~of ~~Investment~~Partnership ~~Officer~~Accounting of AIMCO inand ~~February~~the ~~2009, and~~Managing onGeneral ~~March~~Partner 1,in June 2009,. Mr. heWaters ~~also~~has ~~became~~responsibility ~~Chief~~for partnership ~~Financial~~accounting ~~Officer~~with of AIMCO and serves as the principal financial officer of the Managing General Partner. Mr. ~~Robertson~~Waters joined AIMCO as ~~Executive~~a ~~Vice~~Director of ~~President~~Real Estate Accounting in ~~February~~September ~~2002~~1999 and ~~has~~was ~~served~~appointed asVice ~~Chief~~President ~~Investment~~of ~~Officer since~~the ~~March~~Managing ~~2007. In~~General ~~addition~~Partner toand ~~serving as~~ AIMCO’s ~~chief~~in ~~financial~~April ~~officer, Mr~~2004. ~~Robertson~~ Prior isto ~~responsible~~joining ~~for portfolio strategy~~AIMCO, ~~capital allocation,~~ ~~investments, joint ventures, asset management and transaction activities. Since February 1996,~~ Mr. ~~Robertson~~Waters ~~has~~was ~~served as Chairman of Robeks Corporation,~~ a ~~150-unit~~senior ~~privately~~manager ~~held~~at ~~chain~~Ernst of& ~~specialty~~Young ~~food stores that he founded~~LLP.

~~Paul~~The ~~Beldin~~Registrant ~~was~~is ~~appointed Senior~~not ~~Vice President and Chief Accounting Officer~~ aware of ~~AIMCO and~~ the ~~Managing General~~involvement ~~Partner~~ in ~~May~~any ~~2008. Mr.~~legal ~~Beldin~~proceedings ~~joined~~with ~~AIMCO~~respect ~~in May 2008. Prior~~ to that, Mr. Beldin served as controller and 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~~directors ~~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 LLP, where he was employed from August 1996 to May 2005,~~ ~~including~~executive ~~two~~officers ~~years~~listed ~~as an audit manager~~ in ~~SEC~~this ~~services~~Item ~~at Deloitte’s national office~~10.

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.

One or more of the above persons are also directors and/or officers 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 such Act: Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that 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 such Act.

The board of directors of the Managing General Partner does not have a separate audit committee. As such, the board of directors of the Managing General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

The directors and officers of the Managing General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.

Item 11. Executive Compensation

No remuneration was paid by the Partnership to any officer or director of the Managing General Partner during the year ended December 31, ~~2008~~2009.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Except as noted below, no person or entity was known by the Partnership to be the beneficial owners of more than 5% of the Limited Partnership Units of the Partnership as of December 31, ~~2008~~2009.

		Percentage
Entity	Number of Units	of Total
AIMCO IPLP, L.P. (1)	570	2.13%
(an affiliate of AIMCO)
AIMCO Properties, L.P. (2)	8,836.50	33.0001%
(an affiliate of AIMCO)
CooperRiverProperties (1)	3,830	14.30%
Cooper River Properties (1)	3,830	14.31%
(an affiliate of AIMCO)
Hospital Corporation of America	3,000	11.20%
201 West Main Street
Louisville, KY 40202

(1) Entity is indirectly ultimately owned by AIMCO. Its business address is 55 Beattie Place, Greenville, SC ~~29602~~29601.

(2) Entity is indirectly ultimately controlled by AIMCO. Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

As of December 31, ~~2008~~2009, no director or officer of the Managing General Partner owns, nor do the directors or officers as a whole, own more than 1% of the Partnership’s Units. No such director or officer had any right to acquire beneficial ownership of additional Units of the Partnership.

The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) payments to affiliates for property management services and (ii) for reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner ~~receive~~ received 5% of gross receipts from the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $~~125~~86,000 and $~~162~~125,000 for the years ended December 31, ~~2008~~ 2009 and ~~2007~~2008, respectively, which isare included in operating ~~expenses and loss~~ ~~from discontinued operations~~expenses.

An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $~~130~~110,000 and $~~138~~130,000 for the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively, which is included in general and administrative expenses, investment property, ~~assets held for sale~~ and gain on sale of discontinued operations. The portion of these reimbursements included in investment property 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 $5367,000 and $3753,000, respectively.

During the year ended December 31, 2008, there were no advances or associated accrued interest owed to AIMCO Properties, L.P., an affiliate of the Managing General Partner. During the year ended December 31, ~~2007~~2009, AIMCO Properties, L.P. advanced approximately $~~123~~169,000 to the Partnership to pay accounts payable and real estate taxes at Covington Pointe Apartments ~~and accounts payable at Lakeside Apartments~~. Interest on the advances was charged at prime plus 1%. Interest expense on the advances was approximately $~~157~~1,000 for the year ended December 31, ~~2007~~2009. During the year ended December 31, ~~2007~~2009, the Partnership repaid AIMCO Properties, L.P. approximately $3170,~~560,~~000 which included $~~629~~1,000 of accrued interest. There were no advances outstanding at December 31, ~~2008 and December 31, 2007~~2009. ~~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, 2008, the Partnership received advances from AIMCO Properties, L.P. of approximately $139,000 primarily to pay real estate taxes at Covington Pointe Apartments.

The Partnership ~~insures~~insured its properties 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~~insured 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, ~~2008~~2009 and ~~2007~~2008, the Partnership was charged by AIMCO and its affiliates approximately $4324,000 and $~~123~~43,000, respectively, for insurance coverage and fees associated with policy claims administration.

In addition to its ~~indirect~~ indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 13,236.50 limited partnership units (the "Units") in ~~the~~ the Partnership representing 49.4345% 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~~ 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~~ certain amendments to the Partnership Agreement and voting to remove the ~~Managing~~ Managing General Partner. As a result of its ownership of 49.4345% of the ~~outstanding~~ outstanding Units, AIMCO and its affiliates are in a position to influence all ~~voting~~ voting decisions with respect to the Partnership. Although the Managing General ~~Partner~~ Partner owes fiduciary duties to the limited partners of the Partnership, the ~~Managing~~ 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.

Neither of the Managing General Partner’s directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the Managing General Partner.

Item 14. Principal Accounting Fees and Services

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

Audit Fees. Fees for audit services totaled approximately $5540,000 and $5255,000 for ~~2008~~2009 and ~~2007~~2008, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.

Tax Fees. Fees for tax services totaled approximately $1312,000 and $1513,000 for ~~2008~~2009 and ~~2007~~2008, respectively.

PART IV

Item 15. Exhibits, Financial Statement Schedules

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

~~Consolidated~~Report ~~Balance~~of ~~Sheets~~Independent atRegistered ~~December~~Public ~~31,~~Accounting ~~2008 and 2007.~~Firm

Consolidated ~~Statements~~Statement of ~~Operations~~Net ~~for~~Assets ~~the~~in ~~years~~Liquidation ~~ended~~- December 31, ~~2008~~2009 ~~and 2007.~~

Consolidated ~~Statements~~Balance ~~of Changes~~Sheet in- ~~Partners' Deficit for the years ended~~ December 31, 2008 ~~and 2007.~~

Consolidated Statements of Discontinued ~~Cash~~Operations ~~Flows~~– ~~for~~Years ~~the years~~ ended December 31, ~~2008~~2009 and ~~2007.~~2008

Consolidated Statements of Changes in Partners' (Deficiency) Capital/Net Assets in Liquidation – Years ended December 31, 2009 and 2008

Consolidated Statements of Cash Flows –Years ended December 31, 2009 and 2008

Notes to Consolidated Financial Statements

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

(b) Exhibits:

See Exhibit index

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:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DAVIDSON INCOME REAL ESTATE, L.P. By: Davidson Diversified Properties, Inc., Managing General Partner By: /s/Steven D. Cordes Steven D. Cordes Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters ~~Vice~~Senior ~~President~~Director of Partnership Accounting Date: March 2330, ~~2009~~2010

Pursuant to the requirements of the Securities 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 dates indicated.

/s/Harry G. Alcock	Director and Executive	Date: March 23, 2009
/s/John Bezzant	Director and Senior	Date: March 30, 2010
Harry G. Alcock	Vice President
John Bezzant	Vice President
/s/Steven D. Cordes	Director and Senior	Date: March 2330, ~~2009~~2010
Steven D. Cordes	Vice President
/s/Stephen B. Waters	~~Vice~~Senior ~~President~~Director of Partnership	Date: March 2330, ~~2009~~2010
Stephen B. Waters	Accounting

DAVIDSON INCOME REAL ESTATE, LP

EXHIBIT INDEX

Exhibit

3 Agreement of Limited Partnership is incorporated by reference to Exhibit A to the Prospectus of the Registrant dated July 26, 1985 as filed with the Commission pursuant to Rule 424(b) under the Act.

3A Amendment to Partnership Agreement dated October 1, 1985 is incorporated by reference to Exhibit 3A to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987.

4 Certificate of Limited Partnership dated April 29, 1985 is incorporated by reference to Exhibit 4 to the Registrant's Registration Statement on Form S-11 dated May 7, 1985.

4A Certificate of Amendment to Certificate of Limited Partnership dated July 16, 1985 is incorporated by reference to Exhibit 4B in Amendment No. 1 to Registration Statement No. 2-97539, dated July 24, 1985.

10L Contract for Sale of Real Estate for The Bexley House dated July 16, 1986 between Bexley House, Limited, an Ohio limited partnership and Tennessee Trust Company is incorporated by reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated September 30, 1986.

10M Reinstatement and Amendment of Contract for Sale of Real Estate for The Bexley House dated September 4, 1986 between Bexley House, Limited, an Ohio limited partnership and Tennessee Trust Company, a Tennessee corporation, is incorporated by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated September 30, 1986.

10N Amendment to Reinstated and Amended for Sale of Real Estate for The Bexley House dated September 19, 1986 between Bexley House, Limited, an Ohio limited partnership and Tennessee Trust Company, a Tennessee corporation, is incorporated by reference to Exhibit 10(c) to the Registrant's Current Report on Form 8-K dated September 30, 1986.

10O Assignment of Contract for Sale of Real Estate for The Bexley House dated September 30, 1986 between Tennessee Trust Company and the Registrant is incorporated by reference to Exhibit 10(d) to the Registrant's Current Report on Form 8-K dated September 30, 1986.

10P Limited Warranty Deed dated September 28, 1986 between Bexley House, Ltd., an Ohio limited partnership and the Registrant is incorporated by reference to Exhibit 10(e) to the Registrant's Current Report on Form 8-K dated September 30, 1986.

10Q Contract for Sale of Real Estate for Covington Pointe Apartments dated January 20, 1987 between F.G.M.C. Investment Corp., a Texas corporation and Tennessee Trust Company, a Tennessee corporation, is incorporated by reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated March 10, 1987.

10R Amendment to Contract for Purchase of Real Estate for Covington Pointe Apartments dated January 23, 1987 between F.G.M.C. Investment Corp., a Texas corporation and Tennessee Trust Company, a Tennessee corporation, is incorporated by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated March 10, 1987.

10S Assignment of Contract for Purchase of Real Estate for Covington Pointe Apartments dated March 2, 1987 between Tennessee Trust Company and the Registrant is incorporated by reference to Exhibit 10(c) to the Registrant's Current Report on Form 8-K dated March 10, 1987.

10Y Sterling Crest Joint Venture Agreement dated June 29, 1987 between the Registrant and Freeman Georgia Ventures, Inc. is incorporated by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated June 30, 1987.

10GG Amended and Restated Sterling Crest Joint Venture Agreement dated June 29, 1987 among the Registrant, Freeman Georgia Ventures, Inc., and Freeman Growth Plus, L.P., is incorporated by reference to Exhibit 10(d) to the Registrant's Report on Form 8-K dated December 29, 1987.

10TT Contracts related to refinancing of debt of Covington Pointe Apartments:

(a) Multifamily Note dated June 26, 2003 between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Keycorp Real Estate Capital Markets, Inc., an Ohio corporation, incorporated by reference to Form 8-K dated June 26, 2003.

(b) Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated June 26, 2003 between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Keycorp Real Estate Capital Markets, Inc., an Ohio corporation, incorporated by reference to Form 8-K dated June 26, 2003.

(c) Replacement Reserve and Security Agreement dated June 26, 2003 between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Keycorp Real Estate Capital Markets, Inc., an Ohio corporation, incorporated by reference to Form 8-K dated June 26, 2003.

10XX Reinstatement of and Second Amendment to Purchase and Sale Contract between Brighton Crest, L.P., a South Carolina Limited Partnership and Tital Real Estate Investment Group, LLC, an Ohio limited liability company, dated June 5, 2008. Filed with Current Report on Form 8-K of Registrant dated June 5, 2008 and incorporated herein by reference.

10 YY Agreement for Purchase and Sale and Joint Escrow Instructions between Bexley House, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated September 29, 2008. Filed with Current Report on Form 8-K of Registrant dated September 29, 2008 and incorporated herein by reference.

10 ZZ First Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Bexley House, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated September 30, 2008. Filed with Current Report on Form 8-K of Registrant dated September 29, 2008 and incorporated herein by reference.

10 AAA Second Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Bexley House, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 2, 2008. Filed with Current Report on Form 8-K of Registrant dated September 29, 2008 and incorporated herein by reference.

10 BBB Third Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Bexley House, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 21, 2008. Filed with Current Report on Form 8-K of Registrant dated October 22, 2008 and incorporated herein by reference.

10 CCC Multifamily Note between Keycorp Real Estate Capital Markets, Inc., an Ohio corporation and AIMCO Covington Pointe, L.P., a Delaware limited partnership, dated March 31, 2009. Filed with Current Report on Form 8-K of Registrant dated March 31, 2009 and incorporated herein by reference.

10 DDD Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing between Keycorp Real Estate Capital Markets, Inc., an Ohio corporation and AIMCO Covington Pointe, L.P., a Delaware limited partnership, dated March 31, 2009. Filed with Current Report on Form 8-K of Registrant dated March 31, 2009 and incorporated herein by reference.

10 EEE Purchase and Sale Contract between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Kennedy Wilson Austin, Inc., a Texas corporation, dated September 8, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 8, 2009.)

10 FFF First Amendment to Purchase and Sale Contract between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Kennedy Wilson Austin, Inc., a Texas corporation, dated October 8, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 8, 2009.)

10 GGG Second Amendment to Purchase and Sale Contract between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Kennedy Wilson Austin, Inc., a Texas corporation, dated October 14, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 14, 2009.)

10 HHH Third Amendment to Purchase and Sale Contract between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Kennedy Wilson Austin, Inc., a Texas corporation, dated October 16, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 14, 2009.)

10 III Fourth Amendment to Purchase and Sale Contract between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Kennedy Wilson Austin, Inc., a Texas corporation, dated November 10, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 10, 2009.)

10 JJJ Multifamily Note between Keycorp Real Estate Capital Markets, Inc., an Ohio corporation and AIMCO Covington Pointe, L.P., a Delaware limited partnership, dated November 30, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 30, 2009.)

10 KKK Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing between Keycorp Real Estate Capital Markets, Inc., an Ohio corporation and AIMCO Covington Pointe, L.P., a Delaware limited partnership, dated November 30, 2009. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 30, 2009.)

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.

99A Agreement of Limited Partnership for Davidson IRE GP Limited Partnership between Davidson Diversified Properties, Inc. and Davidson Income Real Estate, L.P. entered into on September 15, 1993 is incorporated by reference to Exhibit 99A to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1993.

99B Agreement of Limited Partnership for Davidson IRE Associates, L.P. between Davidson IRE GP Limited Partnership and Davidson Income Real Estate, L.P. is incorporated by reference to Exhibit 99B to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1993.

99C Agreement of Limited Partnership for Bexley House L.P. between Davidson Income GP Limited Partnership and Davidson Income Real Estate, L.P. entered into on October 13, 1993 is incorporated by reference to Exhibit 99C to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992.

Form 10-K

PART I

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

PART II

Units

Partners

Partners

Note D – Adjustment to Liquidation Basis of Accounting

Decrease in Net Assets

Filing Compare · DAVIDSON INCOME REAL ESTATE LP