DAVIDSON DIVERSIFIED REAL ESTATE I, L.P. SECOND AMENDMENT TO THE PARTNERSHIP AGREEMENT

Exhibit 3C

DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.

SECOND AMENDMENT TO THE

PARTNERSHIP AGREEMENT

This AMENDMENT (this “Amendment”) dated as of December 28, 2007, to the PARTNERSHIP AGREEMENT (the “Partnership Agreement”) of DAVIDSON DIVERSIFIED REAL ESTATE I, L.P., a Delaware limited partnership (the “Partnership”), is entered into by the undersigned.

WITNESSETH:

WHEREAS, pursuant to Section 16.5 of the Partnership Agreement, a majority in interest of the Limited Partners have consented in writing to this Amendment to the Partnership Agreement; and

WHEREAS, pursuant to the Partnership Agreement the General Partner may execute this Amendment to the Partnership Agreement on behalf of the Partnership and the Limited Partners;

NOW, THEREFORE, the parties agree as follows:

1.

Article 4 of the Partnership Agreement is he