Form 8-K - CURRENT REPORT

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported): May 1, 2003

                       UNITED INVESTORS GROWTH PROPERTIES
             (Exact name of registrant as specified in its charter)



 Missouri                            0-17645                 43-1483928
(State or other jurisdiction      (Commission            (I.R.S. Employer
 of incorporation)                 File Number)        Identification Number)


                          155 N. Lake Ave., Suite 1000
                               Pasadena, CA 91101
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (626) 585-5920


                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                 (Former address, if changed since last report)



<PAGE>



Item 1.        Changes in Control of Registrant

               On  May  1,  2003,   Everest   Properties,   Inc.,  a  California
               corporation  ("Everest")  acquired  all of the  capital  stock of
               United  Investors Real Estate,  Inc.  ("UIRE"),  the sole general
               partner   of   United    Investors    Growth    Properties   (the
               "Partnership").  The stock was  acquired in  connection  with the
               purchase by Everest of limited partner  interests in partnerships
               for which  UIRE  serves as the  general  partner,  including  the
               Partnership.  The  purchase  price  allocated to UIRE's stock was
               $45,640. The transaction was funded with a loan from an affiliate
               of Everest: Everest Properties II, LLC, from its working capital.
               As the sole  stockholder  of UIRE,  Everest is in a  position  to
               remove the current  directors and elect the directors of UIRE and
               consequently to control the Partnership.

               Everest  does  not  own  any  limited  partner  interests  of the
               Partnership,  however,  Everest's affiliate,  Everest Properties,
               LLC, owns 14,344 units of limited partner interest (36.5%) of the
               Partnership, as a result of the same transaction.


                                    SIGNATURE


Pursuant to the requirements of the of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                       UNITED INVESTORS GROWTH PROPERTIES


                       By:  United Investors Real Estate, Inc.
                            Its General Partner



                            By:  /s/ Christopher K. Davis
                                 ------------------------------
                                 Christopher K. Davis
                                 Vice President and General Counsel
[{"type": "8-K", "sequence": "1", "filename": "uigp_8k.txt", "description": "PERIOD ENDING 5/6/03", "secsgml_size_bytes": 3363}]
{"company-data": {"conformed-name": "UNITED INVESTORS GROWTH PROPERTIES", "cik": "0000831663", "assigned-sic": "6500", "irs-number": "431483928", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17645", "film-number": "03703056"}, "business-address": {"street1": "55 BEATTIE PLACE", "street2": "P O BOX 1089", "city": "GREENVILLE", "state": "SC", "zip": "29602", "phone": "3037578101"}, "mail-address": {"street1": "155 N LAKE AVE", "street2": "STE 100", "city": "PASADENA", "state": "CA", "zip": "91101"}}
Form 8-K - CURRENT REPORT

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported): May 1, 2003

                       UNITED INVESTORS GROWTH PROPERTIES
             (Exact name of registrant as specified in its charter)

 Missouri                            0-17645                 43-1483928
(State or other jurisdiction      (Commission            (I.R.S. Employer
 of incorporation)                 File Number)        Identification Number)

                          155 N. Lake Ave., Suite 1000
                               Pasadena, CA 91101
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (626) 585-5920

                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                 (Former address, if changed since last report)
Item 1.        Changes in Control of Registrant

               On  May  1,  2003,   Everest   Properties,   Inc.,  a  California
               corporation  ("Everest")  acquired  all of the  capital  stock of
               United  Investors Real Estate,  Inc.  ("UIRE"),  the sole general
               partner   of   United    Investors    Growth    Properties   (the
               "Partnership").  The stock was  acquired in  connection  with the
               purchase by Everest of limited partner  interests in partnerships
               for which  UIRE  serves as the  general  partner,  including  the
               Partnership.  The  purchase  price  allocated to UIRE's stock was
               $45,640. The transaction was funded with a loan from an affiliate
               of Everest: Everest Properties II, LLC, from its working capital.
               As the sole  stockholder  of UIRE,  Everest is in a  position  to
               remove the current  directors and elect the directors of UIRE and
               consequently to control the Partnership.

               Everest  does  not  own  any  limited  partner  interests  of the
               Partnership,  however,  Everest's affiliate,  Everest Properties,
               LLC, owns 14,344 units of limited partner interest (36.5%) of the
               Partnership, as a result of the same transaction.

                                    SIGNATURE

Pursuant to the requirements of the of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                       UNITED INVESTORS GROWTH PROPERTIES

                       By:  United Investors Real Estate, Inc.
                            Its General Partner

                            By:  /s/ Christopher K. Davis
                                 ------------------------------
                                 Christopher K. Davis
                                 Vice President and General Counsel