FORM 10-K
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
(Mark One)

[x]    Annual  report  pursuant to Section 13 or 15(d)  of  the  Securities
       Exchange Act of 1934 [Fee Required]

For the fiscal year ended December 31, 1998

                                    OR

[ ]    Transition  report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 [No Fee Required]

For the transition period from                      to

Commission File Number 0-15411

                 Southwest Royalties, Inc. Income Fund VI
                (Exact name of registrant as specified in
                    its limited partnership agreement)

Tennessee                                                   75-2127812
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

407 N. Big Spring, Suite 300, Midland, Texas                  79701
(Address of principal executive office)                     (Zip Code)

Registrant's telephone number, including area (915) 686-9927

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

                                   None

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

                      limited partnership interests

Indicate by check mark whether registrant (1) has filed reports required to
be  filed  by  Section 13 or 15(d) of the Securities Exchange Act  of  1934
during  the  preceding  12  months (or for such  shorter  period  that  the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days:     Yes   x    No

Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405  of  Regulation S-K (229.405 of this chapter) is not contained  herein,
and  will  not  be  contained,  to the best of 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]

The  registrant's  outstanding  securities  consist  of  Units  of  limited
partnership  interests for which there exists no established public  market
from which to base a calculation of aggregate market value.

The  total  number of pages contained in this report is ____.  The  exhibit
index is found on page ____.

<PAGE>

                            Table of Contents

Item                                                                   Page

                                  Part I

 1.   Business                                                           3

 2.   Properties                                                         7

 3.   Legal Proceedings                                                  9

 4.   Submission of Matters to a Vote of Security Holders                9

                                 Part II

 5.   Market for the Registrant's Common Equity and Related
      Stockholder Matters                                               10

 6.   Selected Financial Data                                           11

 7.   Management's Discussion and Analysis of
      Financial Condition and Results of Operations                     12

 8.   Financial Statements and Supplementary Data                       21

 9.   Changes in and Disagreements with Accountants
      on Accounting and Financial Disclosure                            38

                                 Part III

10.   Directors and Executive Officers of the Registrant                39

11.   Executive Compensation                                            42

12.   Security Ownership of Certain Beneficial Owners
      and Management                                                    42

13.   Certain Relationships and Related Transactions                    44

                                 Part IV

14.   Exhibits, Financial Statement Schedules and Reports
      on Form 8-K                                                       45

      Signatures                                                        49

<PAGE>

                                  Part I


Item 1.   Business

General
Southwest   Royalties,   Inc.  Income  Fund  VI   (the   "Partnership"   or
"Registrant") was organized as a Tennessee limited partnership on  December
4,  1986.   The offering of limited partnership interests began August  25,
1986, reached minimum capital requirements on October 3, 1986 and concluded
January 29, 1987.  The Partnership has no subsidiaries.

The  Partnership  has  expended  its  capital  and  acquired  interests  in
producing oil and gas properties.  After such acquisitions, the Partnership
has  produced and marketed the crude oil and natural gas produced from such
properties.  In most cases, the Partnership purchased royalty or overriding
royalty interests and working interests in oil and gas properties that were
converted into net profits interests or other nonoperating interests.   The
Partnership  purchased  either all or part of the  rights  and  obligations
under various oil and gas leases.

The  principal executive offices of the Partnership are located at  407  N.
Big Spring, Suite 300, Midland, Texas, 79701.  The Managing General Partner
of  the  Partnership,  Southwest Royalties,  Inc.  (the  "Managing  General
Partner")   and  its  staff  of  98  individuals,  together  with   certain
independent  consultants  used  on an "as-needed"  basis,  perform  various
services on behalf of the Partnership, including the selection of  oil  and
gas properties and the marketing of production from such properties.  H. H.
Wommack,  III,  a  stockholder, director, President and  Treasurer  of  the
Managing  General Partner, is also a general partner.  The Partnership  has
no employees.

Principal Products, Marketing and Distribution
The  Partnership has acquired and holds royalty interests  and  net  profit
interests in oil and gas properties located in Texas, New Mexico,  Wyoming,
Illinois,  Colorado  and Oklahoma.  All activities of the  Partnership  are
confined  to the continental United States.  All oil and gas produced  from
these  properties is sold to unrelated third parties in  the  oil  and  gas
business.

The  revenues  generated from the Partnership's oil and gas activities  are
dependent upon the current market for oil and gas.  The prices received  by
the  Partnership for its oil production depend upon numerous factors beyond
the  Partnership's control, including competition, economic, political  and
regulatory  developments  and  competitive  energy  sources,  and  make  it
particularly difficult to estimate future prices of oil and natural gas.

<PAGE>

During 1998 oil prices fell to their lowest daily levels since 1986 and  to
their lowest annual average since 1976.  In two years, oil prices have been
sliced  by  more  than half.  The factors that started the decline  in  oil
prices in 1997 are the same ones that have kept them down in 1998.  It  was
believed  that there would be continued heavy consumption coming  from  the
Asian  region, but the collapse of their markets late in 1997 carried  over
to  this year bringing demand down with it.  Asian consumption had all  but
disappeared  in  1998, creating an oversupply of crude oil on  the  market.
That  drop  in  demand has lasted longer than anyone had  anticipated,  but
hopes  of  a  recovery abound.  Another reason for the  continued  drop  in
prices  has  been OPEC's unwillingness to completely comply with production
cuts  established in March and again in June.  Although they have been near
90%  compliance at times, they have also been below 70% on a monthly basis.
Even  a  four-day bombing in December of Iraqi military sites could  create
only a one-day rally in oil prices.  Crude oil closed December 31, 1998  at
$12.05  per  barrel  on the NYMEX and posted prices  closed  at  $9.50  per
barrel.

In  a  year  of fairly optimistic expectations for gas prices, the  average
price  of natural gas wound up declining in 1998 to its lowest level  since
1995.   Although the nationwide average did remain above $2.00  per  MMBTU,
1998's  prices were approximately 17% lower than those seen in  1997.   The
combination  of mild weather throughout the year and a gas storage  surplus
both  contributed to the low prices.  Analysts' predictions for 1999 prices
vary,  ranging from a low of $1.87 per MMBTU to a high of $2.40 per  MMBTU.
Reduced  production  throughout the U.S. industry,  along  with  large  gas
storage  withdrawals during the first weeks of January 1999, are  both  key
factors  in  our belief that the 1999 average gas price will remain  around
$1.80 per MMBTU level.

Following  is a table of the ratios of revenues received from oil  and  gas
production for the last three years:

                                 Oil        Gas
                    1998         37%        63%
                    1997         45%        55%
                    1996         49%        51%

As  the table indicates, the Partnership's revenue is almost evenly divided
between its oil and gas production, the Partnership revenues will be highly
dependent upon the future prices and demands for oil and gas.

Seasonality of Business
Although the demand for natural gas is highly seasonal, with higher  demand
in  the colder winter months and in very hot summer months, the Partnership
has  been able to sell all of its natural gas, either through contracts  in
place or on the spot market at the then prevailing spot market price.  As a
result,  the volumes sold by the Partnership have not fluctuated materially
with the change of season.

<PAGE>

Customer Dependence
No  material portion of the Partnership's business is dependent on a single
purchaser,  or a very few purchasers, where the loss of one  would  have  a
material  adverse impact on the Partnership.  Two purchasers accounted  for
49%  of the Partnership's total oil and gas production during 1998:  Nustar
Joint  Venture  for 38% and Scurlock Permian LLC for 11%.  Five  purchasers
accounted for 67% of the Partnership's total oil and gas production  during
1997:   Nustar  Joint Venture  17%, Torch Operating Company  16%,  Scurlock
Permian  Corporation  13%, Aquila Southwest Pipeline  Corporation  11%  and
Enron  Oil  and Transportation Incorporated 10%.  Four purchasers accounted
for  63%  of  the Partnership's total oil and gas production  during  1996:
Torch  Operating  Company  28%, Scurlock Permian  Corporation  14%,  Aquila
Southwest  Pipeline  Corporation 11% and Enron Oil and  Transportation  Inc
10%.   All  purchasers  of  the Partnership's oil and  gas  production  are
unrelated  third  parties.  In the event any of these  purchasers  were  to
discontinue  purchasing the Partnership's production, the Managing  General
Partner believes that a substitute purchaser or purchasers could be located
without  undue delay.  No other purchaser accounted for an amount equal  to
or greater than 10% of the Partnership's sales of oil and gas production.

Competition
Because  the  Partnership has utilized all of its funds available  for  the
acquisition  of net profits or royalty interests in producing oil  and  gas
properties,  it  is  not  subject to competition from  other  oil  and  gas
property purchasers.  See Item 2, Properties.

Factors  that  may  adversely  affect the  Partnership  include  delays  in
completing  arrangements  for  the sale of production,  availability  of  a
market for production, rising operating costs of producing oil and gas  and
complying  with  applicable  water  and  air  pollution  control  statutes,
increasing  costs  and  difficulties of transportation,  and  marketing  of
competitive  fuels.   Moreover, domestic oil  and  gas  must  compete  with
imported oil and gas and with coal, atomic energy, hydroelectric power  and
other forms of energy.

Regulation

Oil  and Gas Production - The production and sale of oil and gas is subject
to  federal and state governmental regulation in several respects, such  as
existing price controls on natural gas and possible price controls on crude
oil,  regulation of oil and gas production by state and local  governmental
agencies, pollution and environmental controls and various other direct and
indirect   regulation.    Many  jurisdictions  have  periodically   imposed
limitations on oil and gas production by restricting the rate of  flow  for
oil  and  gas wells below their actual capacity to produce and by  imposing
acreage limitations for the drilling of wells.  The federal government  has
the  power  to  permit increases in the amount of oil imported  from  other
countries and to impose pollution control measures.

<PAGE>

Various  aspects of the Partnership's oil and gas activities are  regulated
by  administrative agencies under statutory provisions of the states  where
such  activities  are  conducted and by certain  agencies  of  the  federal
government for operations on Federal leases.  Moreover, certain  prices  at
which the Partnership may sell its natural gas production are controlled by
the  Natural Gas Policy Act of 1978, the Natural Gas Wellhead Decontrol Act
of  1989  and the regulations promulgated by the Federal Energy  Regulatory
Commission.

Environmental-  The  Partnership's oil and gas activities  are  subject  to
extensive  federal,  state  and local laws and  regulations  governing  the
generation,  storage, handling, emission, transportation and  discharge  of
materials into the environment.  Governmental authorities have the power to
enforce compliance with their regulations, and violations carry substantial
penalties.   This  regulatory burden on the oil and gas industry  increases
its cost of doing business and consequently affects its profitability.  The
Managing  General  Partner  is  unable to  predict  what,  if  any,  effect
compliance will have on the Partnership.

Industry  Regulations  and  Guidelines - Certain industry  regulations  and
guidelines  apply to the registration, qualification and operation  of  oil
and  gas  programs in the form of limited partnerships. The Partnership  is
subject  to  these  guidelines  which regulate  and  restrict  transactions
between  the Managing General Partner and the Partnership.  The Partnership
complies  with these guidelines and the Managing General Partner  does  not
anticipate that continued compliance will have a material adverse effect on
Partnership operations.

Partnership Employees
The Partnership has no employees; however, the Managing General Partner has
a  staff of geologists, engineers, accountants, landmen and clerical  staff
who  engage in Partnership activities and operations and perform additional
services  for  the  Partnership as needed.  In  addition  to  the  Managing
General  Partner's  staff, the Partnership engages independent  consultants
such  as petroleum engineers and geologists as needed.  As of December  31,
1998,  there were 98 individuals directly employed by the Managing  General
Partner in various capacities.

<PAGE>

Item 2.  Properties

In  determining whether an interest in a particular producing property  was
to  be  acquired, the Managing General Partner considered such criteria  as
estimated  oil  and  gas reserves, estimated cash flow  from  the  sale  of
production,  present  and  future prices of oil  and  gas,  the  extent  of
undeveloped  and  unproved reserves, the potential for secondary,  tertiary
and other enhanced recovery projects and the availability of markets.

As  of December 31, 1998, the Partnership possessed an interest in oil  and
gas  properties located in Jackson and Weld Counties of Colorado;  Clinton,
Lawrence  and Marion Counties of Illinois; Alfalfa, Beaver, Ellis,  Garvin,
Haskell,  Latimer,  Leflore,  Logan, McClain,  Noble,  Pottawatomie,  Roger
Mills,  Seminole  and Woods Counties of Oklahoma; Brazos,  Burleson,  Coke,
Crane,  Eastland,  Ector,  Fayette,  Gaines,  Glasscock,  Jim  Wells,  Lee,
Lipscomb,  Mitchell,  Nolan, Pecos, Reeves, Robertson,  Runnels,  Sterling,
Upton,  Ward  and  Winkler Counties of Texas; Freemont County  of  Wyoming.
These  properties consist of various interests in approximately  158  wells
and units.

Due  to  the  Partnership's  objective of  maintaining  current  operations
without engaging in the drilling of any developmental or exploratory wells,
or  additional acquisitions of producing properties, there has not been any
significant changes in properties during 1998, 1997 and 1996.

During  1998, 78 leases were sold for approximately $61,000.  During  1997,
one  lease  was sold for approximately $20,000.  During 1996,  nine  leases
were sold for approximately $16,400.

<PAGE>

Significant Properties
The  following  table  reflects the significant  properties  in  which  the
Partnership has an interest:

                        Date
                     Purchased           No. of         Proved Reserves*
Name and Location   and Interest         Wells        Oil (bbls) Gas (mcf)
-----------------   ------------         ------       ---------- ---------
Mary Shirk            12/86 at 3%           7           22,000    194,000
Upton County,         to 50% net
Texas                 profits
                      interests

Mobil Amacker         7/87 at 23%          10           41,000  4,158,000
Tippet                to 100% net
Upton County,         profits
Texas                 interests

Enron/Rhoda           4/87 at 2%           40          181,000    688,000
Walker                to 100% net
Ward County,          profits
Texas                 interests

*  Ryder Scott Company Petroleum Engineers prepared the reserve and present
value data for 96.4% of the Partnership's existing properties as of January
1,  1999.   Another independent petroleum engineer prepared  the  remaining
3.6%  of the Partnership's properties.  The reserve estimates were made  in
accordance  with  guidelines  established by the  Securities  and  Exchange
Commission  pursuant  to Rule 4-10(a) of Regulation S-X.   Such  guidelines
require oil and gas reserve reports be prepared under existing economic and
operating  conditions  with  no provisions for price  and  cost  escalation
except by contractual arrangements.

The  New York Mercantile Exchange price at December 31, 1998 of $12.05  was
used  as the beginning basis for the oil price.  Oil price adjustments from
$12.05  per  barrel were made in the individual evaluations to reflect  oil
quality,  gathering and transportation costs.  The results are  an  average
price received at the lease of $10.37 per barrel in the preparation of  the
reserve report as of January 1, 1999.

In  the  determination of the gas price, the New York  Mercantile  Exchange
price  at December 31, 1998 of $1.95 was used as the beginning basis.   Gas
price   adjustments  from  $1.95  per  Mcf  were  made  in  the  individual
evaluations to reflect BTU content, gathering and transportation costs  and
gas processing and shrinkage.  The results are an average price received at
the  lease of $1.65 per Mcf in the preparation of the reserve report as  of
January 1, 1999.


<PAGE>

As  also discussed in Part II, Item 7, Management's Discussion and Analysis
of  Financial Condition and Results of Operations, oil and gas prices  were
subject to frequent changes in 1998.

The  evaluation  of  oil and gas properties is not  an  exact  science  and
inevitably involves a significant degree of uncertainty, particularly  with
respect to the quantity of oil or gas that any given property is capable of
producing.   Estimates  of  oil and gas reserves  are  based  on  available
geological and engineering data, the extent and quality of which  may  vary
in  each  case  and,  in  certain instances, may prove  to  be  inaccurate.
Consequently,  properties may be depleted more rapidly than the  geological
and engineering data have indicated.

Unanticipated  depletion, if it occurs, will result in lower reserves  than
previously  estimated; thus an ultimately lower return for the Partnership.
Basic  changes in past reserve estimates occur annually.  As  new  data  is
gathered  during the subsequent year, the engineer must revise his  earlier
estimates.  A year of new information, which is pertinent to the estimation
of  future  recoverable volumes, is available during  the  subsequent  year
evaluation.   In applying industry standards and procedures, the  new  data
may cause the previous estimates to be revised.  This revision may increase
or  decrease the earlier estimated volumes.  Pertinent information gathered
during the year may include actual production and decline rates, production
from  offset  wells  drilled to the same geologic formation,  increased  or
decreased water production, workovers, and changes in lifting costs,  among
others.   Accordingly,  reserve  estimates are  often  different  from  the
quantities of oil and gas that are ultimately recovered.

The  Partnership  has  reserves which are classified  as  proved  developed
producing, proved developed non-producing and proved undeveloped.   All  of
the  proved reserves are included in the engineering reports which evaluate
the Partnership's present reserves.

Because  the  Partnership  does  not engage  in  drilling  activities,  the
development of proved undeveloped reserves is conducted pursuant to farmout
arrangements with the Managing General Partner or unrelated third  parties.
Generally, the Partnership retains a carried interest such as an overriding
royalty interest under the terms of a farmout, or receives cash.

The  Partnership or the owners of properties in which the Partnership  owns
an  interest  can  engage  in workover projects or  supplementary  recovery
projects, for example, to extract behind the pipe reserves which qualify as
proved developed non-producing reserves.  See Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.

Item 3.  Legal Proceedings

There are no material pending legal proceedings to which the Partnership is
a party.

Item 4.  Submission of Matters to a Vote of Security Holders

No  matter  was submitted to a vote of security holders during  the  fourth
quarter of 1998 through the solicitation of proxies or otherwise.

<PAGE>

                                 Part II


Item 5.  Market  for the Registrant's Common Equity and Related Stockholder
         Matters

Market Information
Limited  partnership interests, or units, in the Partnership were initially
offered and sold for a price of $500.  Limited partner units are not traded
on  any  exchange  and there is no public or organized trading  market  for
them.  The Managing General Partner has become aware of certain limited and
sporadic transfers of units between limited partners and third parties, but
has no verifiable information regarding the prices at which such units have
been  transferred.   Further,  a transferee may  not  become  a  substitute
limited partner without the consent of the Managing General Partner.

After  completion of the Partnership's first full fiscal year of operations
and each year thereafter, the Managing General Partner has offered and will
continue  to  offer  to  purchase each limited partner's  interest  in  the
Partnership,  at a price based on tangible assets of the Partnership,  plus
the  present  value  of  the future net revenues  of  proved  oil  and  gas
properties,  minus liabilities with a risk factor discount of  up  to  one-
third  which  may  be implemented at the sole discretion  of  the  Managing
General  Partner.   However, the Managing General Partner's  obligation  to
purchase  limited partner units is limited to an expenditure of  an  amount
not  in  excess  of  10%  of  the  total limited  partner  units  initially
subscribed  for  by limited partners.  In 1998, 490 limited  partner  units
were  tendered  to  and  purchased by the Managing General  Partner  at  an
average base price of $161.40 per unit.  In 1997, 940 limited partner units
were  tendered  to  and  purchased by the Managing General  Partner  at  an
average base price of $285.09 per unit.  In 1996, 386 limited partner units
were  tendered  to  and  purchased by the Managing General  Partner  at  an
average base price of $183.01 per unit.

Number of Limited Partner Interest Holders
As  of December 31, 1998 there were 848 holders of limited partner units in
the Partnership.

Distributions
Pursuant  to Article IV, Section 4.01 of the Partnership's Certificate  and
Agreement  of  Limited Partnership "Net Cash Flow" is  distributed  to  the
partners  on  a  monthly basis.  "Net Cash Flow" is defined  as  "the  cash
generated  by  the  Partnership's investments  in  producing  oil  and  gas
properties,  less  (i)  General and Administrative  Costs,  (ii)  Operating
Costs,  and  (iii) any reserves necessary to meet current  and  anticipated
needs  of  the  Partnership, as determined at the sole  discretion  of  the
Managing General Partner."

<PAGE>

During  1998,  distributions  were made totaling  $439,961,  with  $398,261
distributed  to  the limited partners and $41,700 to the general  partners.
For  the  year ended December 31, 1998, distributions of $19.91 per limited
partner   unit   were  made,  based  upon  20,000  limited  partner   units
outstanding.   The decline in distributions experienced  in  1998  will  be
expected  to  continue  into  1999 based on the  continued  low  oil  price
economy.   During  1997, twelve monthly distributions  were  made  totaling
$929,000, with $836,100 distributed to the limited partners and $92,900  to
the  general partners.  For the year ended December 31, 1997, distributions
of  $41.81  per  limited partner unit were made, based upon 20,000  limited
partner units outstanding.  During 1996, twelve monthly distributions  were
made  totaling  $1,138,887,  with $1,025,487  distributed  to  the  limited
partners and $113,400 to the general partners.  For the year ended December
31, 1996, distributions of $51.27 per limited partner unit were made, based
upon 20,000 limited partner units outstanding.

Item 6.  Selected Financial Data

The  following  selected financial data for the years  ended  December  31,
1998,  1997,  1996,  1995 and 1994 should be read in conjunction  with  the
financial statements included in Item 8:

                                    Years ended December 31,
                  ------------------------------------------------------------
                       1998       1997       1996       1995         1994
                       ----       ----       ----       ----         ----
Revenues          $  367,745     964,866  1,317,978 1,030,181    1,125,877

Net income (loss)   (49,492)     526,063    934,674   610,015      592,353

Partners' share
 of net income (loss):

 General partners    (4,949)      52,607     93,468    61,001       59,235

 Limited partners   (44,543)     473,456    841,206   549,014      533,118

Limited partners'
 net income (loss)
                   per unit        (2.23)      23.67     42.06        27.45
26.66

Limited partners'
 cash distributions
                   per unit         19.91      41.81     51.27        45.51
36.68

Total assets      $2,152,173   2,641,528  3,044,532 3,249,010    3,648,821

<PAGE>

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

General
The  Partnership was formed to acquire nonoperating interests in  producing
oil  and  gas  properties, to produce and market crude oil and natural  gas
produced  from  such  properties and to distribute any  net  proceeds  from
operations  to  the  general  and  limited  partners.   Net  revenues  from
producing  oil  and  gas  properties are not reinvested  in  other  revenue
producing  assets except to the extent that producing facilities and  wells
are  reworked  or  where  methods are employed to improve  or  enable  more
efficient  recovery  of oil and gas reserves.  The  economic  life  of  the
Partnership thus depends on the period over which the Partnership's oil and
gas reserves are economically recoverable.

Increases   or   decreases   in  Partnership   revenues   and,   therefore,
distributions  to partners will depend primarily on changes in  the  prices
received  for  production,  changes in volumes of  production  sold,  lease
operating  expenses, enhanced recovery projects, offset drilling activities
pursuant  to  farmout arrangements and on the depletion  of  wells.   Since
wells  deplete over time, production can generally be expected  to  decline
from year to year.

Well  operating costs and general and administrative costs usually decrease
with   production   declines;  however,  these  costs  may   not   decrease
proportionately.   Net  income available for distribution  to  the  limited
partners  has  fluctuated  over  the past few  years  and  is  expected  to
fluctuate in later years based on these factors.

Based on current conditions, management anticipates performing no workovers
during  1999  to  enhance  production.  With  expected  price  improvement,
significant  workovers may be performed in the year  2000  and  2001.   The
partnership  may  have  an  increase  in  the  years  2000  and  2001,  but
thereafter,  the  Partnership  could possibly  experience  it's  historical
decline of approximately 9% per year.

<PAGE>

Results of Operations

A.  General Comparison of the Years Ended December 31, 1998 and 1997

The  following  table  provides certain information  regarding  performance
factors for the years ended December 31, 1998 and 1997:

                                                  Year Ended     Percentage
                                                 December 31,     Increase
                                                1998      1997   (Decrease)
                                                ----      ----   ---------
Average price per barrel of oil         $      12.38     18.81   (34%)
Average price per mcf of gas            $       1.89      2.44   (23%)
Oil production in barrels                     40,600    50,100   (19%)
Gas production in mcf                        453,300   471,100    (4%)
Income from net profits interests       $    362,778   955,069   (62%)
Partnership distributions               $    417,803   929,000   (55%)
Limited partner distributions           $    398,261   836,100   (52%)
Per unit distribution to limited partners          $     19.91      41.81
(52%)
Number of limited partner units               20,000    20,000

Revenues

The  Partnership's income from net profits interests decreased to  $362,778
from $955,069 for the years ended December 31, 1998 and 1997, respectively,
a  decrease of 62%.  The principal factors affecting the comparison of  the
years ended December 31, 1998 and 1997 are as follows:

1.  The  average  price  for a barrel of oil received  by  the  Partnership
    decreased  during the year ended December 31, 1998 as compared  to  the
    year ended December 31, 1997 by 34%, or $6.43 per barrel, resulting  in
    a  decrease  of  approximately $322,100  in  income  from  net  profits
    interests.  Oil sales represented 37% of total oil and gas sales during
    the  year  ended December 31, 1998 as compared to 45% during  the  year
    ended December 31, 1997.

    The  average  price  for  an  mcf of gas received  by  the  Partnership
    decreased during the same period by 23%, or $.55 per mcf, resulting  in
    a  decrease  of  approximately $259,100  in  income  from  net  profits
    interests.

    The  total  decrease in income from net profits interests  due  to  the
    change  in prices received from oil and gas production is approximately
    $581,200.  The market price for oil and gas has been extremely volatile
    over  the  past  decade  and management expects  a  certain  amount  of
    volatility to continue in the foreseeable future.

<PAGE>

2.  Oil  production decreased approximately 9,500 barrels or 19% during the
    year ended December 31, 1998 as compared to the year ended December 31,
    1997, resulting in a decrease of approximately $117,600 in income  from
    net profits interests.

    Gas production decreased approximately 17,800 mcf or 4% during the same
    period, resulting in a decrease of approximately $33,600 in income from
    net profits interests.

    The  total  decrease in income from net profits interests  due  to  the
    change  in  production  is  approximately $151,200.   The  decrease  in
    production  is  in  relation  to downtime due  to  mechanical  problems
    uneconomical  to  repair  at  current  oil  prices  and  the  sale   of
    properties.

3.  Lease  operating  costs  and  production  taxes  were  12%  lower,   or
    approximately $142,200 less during the year ended December 31, 1998  as
    compared to the year ended December 31, 1997.

Costs and Expenses

Total  costs and expenses decreased to $417,237 from $438,803 for the years
ended  December  31, 1998 and 1997, respectively, a decrease  of  5%.   The
decrease  is  primarily  the result of lower depletion  expense,  partially
offset by an increase in general and administrative costs.

1.  General and administrative costs consists of independent accounting and
    engineering  fees,  computer services, postage,  and  Managing  General
    Partner personnel costs.  General and administrative costs increased 8%
    or  approximately $12,400 during the year ended December  31,  1998  as
    compared to the year ended December 31, 1997.

2. Depletion expense decreased to $247,000 for the year ended December  31,
   1998  from  $281,000  for the same period in 1997.   This  represents  a
   decrease  of  12%.  Depletion is calculated using the units  of  revenue
   method  of  amortization based on a percentage of current  period  gross
   revenues  to  total future gross oil and gas revenues, as  estimated  by
   the Partnership's independent petroleum consultants.

    A  contributing factor to the decrease in depletion expense between the
    comparative periods was the decrease in the price of oil and  gas  used
    to determine the Partnership's reserves for January 1, 1999 as compared
    to  1998.   Another  contributing factor  was  due  to  the  impact  of
    revisions  of  previous estimates on reserves.  Revisions  of  previous
    estimates  can be attributed to the changes in production  performance,
    oil  and  gas  price and production costs.  The impact of the  revision
    would  have  decreased depletion expense approximately  $29,000  as  of
    December 31, 1997.

<PAGE>

Results of Operations

B.  General Comparison of the Years Ended December 31, 1997 and 1996

The  following  table  provides certain information  regarding  performance
factors for the years ended December 31, 1997 and 1996:

                                                  Year Ended     Percentage
                                                 December 31,     Increase
                                                1997      1996   (Decrease)
                                                ----      ----   ---------
Average price per barrel of oil         $      18.81     21.12   (11%)
Average price per mcf of gas            $       2.44      2.43       -
Oil production in barrels                     50,100    56,200   (11%)
Gas production in mcf                        471,100   503,600    (6%)
Income from net profits interests       $    955,069 1,312,524   (27%)
Partnership distributions               $    929,000 1,138,887   (18%)
Limited partner distributions           $    836,100 1,025,487   (18%)
Per unit distribution to limited partners          $     41.81      51.27
(18%)
Number of limited partner units               20,000    20,000

Revenues

The  Partnership's income from net profits interests decreased to  $955,069
from   $1,312,524  for  the  years  ended  December  31,  1997  and   1996,
respectively,  a  decrease  of 27%.  The principal  factors  affecting  the
comparison of the years ended December 31, 1997 and 1996 are as follows:

1.  The  average  price  for a barrel of oil received  by  the  Partnership
    decreased  during the year ended December 31, 1997 as compared  to  the
    year ended December 31, 1996 by 11%, or $2.31 per barrel, resulting  in
    a  decrease  of  approximately $130,000  in  income  from  net  profits
    interests.  Oil sales represented 45% of total oil and gas sales during
    the  year  ended December 31, 1997 as compared to 49% during  the  year
    ended December 31, 1996.

    The  average  price  for  an  mcf of gas received  by  the  Partnership
    increased during the same period by less than one percent, or $.01  per
    mcf,  resulting in an increase of approximately $5,000 in  income  from
    net profits interests.

    The  net total decrease in income from net profits interests due to the
    change  in prices received from oil and gas production is approximately
    $125,000.  The market price for oil and gas has been extremely volatile
    over  the  past  decade  and management expects  a  certain  amount  of
    volatility to continue in the foreseeable future.

<PAGE>

2.  Oil  production decreased approximately 6,100 barrels or 11% during the
    year ended December 31, 1997 as compared to the year ended December 31,
    1996, resulting in a decrease of approximately $115,000 in income  from
    net profits interests.

    Gas production decreased approximately 32,500 mcf or 6% during the same
    period, resulting in a decrease of approximately $79,000 in income from
    net profits interests.

    The  total  decrease in income from net profits interests  due  to  the
    change  in production is approximately $194,000.  Decrease is  in  part
    due to normal decline and scaling and downtime.

3.  Lease  operating  costs  and  production  taxes  were  4%  higher,   or
    approximately $39,000 more during the year ended December 31,  1997  as
    compared to the year ended December 31, 1996.

Costs and Expenses

Total  costs and expenses increased to $438,803 from $383,304 for the years
ended  December 31, 1997 and 1996, respectively, an increase of  14%.   The
increase is primarily the result of higher depletion expense.

1.  General and administrative costs consists of independent accounting and
    engineering  fees,  computer services, postage,  and  Managing  General
    Partner  personnel costs.  General and administrative  costs  decreased
    less  than  one  percent or approximately $500 during  the  year  ended
    December 31, 1997 as compared to the year ended December 31, 1996.

   Depletion expense increased to $281,000 for the year ended December  31,
    1997  from  $225,000 for the same period in 1996.  This  represents  an
    increase  of 25%.  Depletion is calculated using the units  of  revenue
    method  of  amortization based on a percentage of current period  gross
    revenues  to  total future gross oil and gas revenues, as estimated  by
    the Partnership's independent petroleum consultants.

    A  contributing factor to the increase in depletion expense between the
    comparative periods was the decrease in the price of oil and  gas  used
    to determine the Partnership's reserves for January 1, 1998 as compared
    to  1997.   Another  contributing factor  was  due  to  the  impact  of
    revisions  of  previous estimates on reserves.  Revisions  of  previous
    estimates  can be attributed to the changes in production  performance,
    oil  and  gas  price and production costs.  The impact of the  revision
    would  have  increased depletion expense approximately  $52,000  as  of
    December 31, 1996.

<PAGE>
C.  Revenue and Distribution Comparison

Partnership net income (loss) for the years ended December 31,  1998,  1997
and  1996  was  $(49,492) in 1998, $526,063 in 1997 and $934,674  in  1996.
Excluding  the  effects  of depreciation, depletion and  amortization,  net
income for the years ended December 31, 1998, 1997 and 1996 would have been
$197,508,   $807,063   and   $1,159,674,  respectively.    Correspondingly,
Partnership distributions for the years ended December 31, 1998,  1997  and
1996   were   $439,961,  $929,000  and  $1,138,887,  respectively.    These
differences are indicative of the changes in oil and gas prices, production
and properties during 1998, 1997 and 1996.

The  sources  for  the  1998 distributions of $439,961  were  oil  and  gas
operations  of  approximately  $339,200 and  the  change  in  oil  and  gas
properties  of approximately $98,400, with the balance from available  cash
on  hand  at  the  beginning  of the period.   The  sources  for  the  1997
distributions  of  $929,000  were oil and gas operations  of  approximately
$893,500 and the change in oil and gas properties of approximately $10,800,
with  the  balance  from available cash on hand at  the  beginning  of  the
period.  The sources for the 1996 distributions of $1,138,887 were oil  and
gas   operations  of  approximately  $1,061,300  and  property   sales   of
approximately $16,400, with the balance from available cash on hand at  the
beginning of the period.

Total  distributions during the year ended December 31, 1998 were  $439,961
of  which  $398,261 was distributed to the limited partners and $41,700  to
the general partners.  The per unit distribution to limited partners during
the  same  period was $19.91.  Total distributions during  the  year  ended
December  31, 1997 were $929,000 of which $836,100 was distributed  to  the
limited  partners  and  $92,900  to the general  partners.   The  per  unit
distribution to limited partners during the same period was $41.81.   Total
distributions  during the year ended December 31, 1996 were  $1,138,887  of
which  $1,025,487 was distributed to the limited partners and  $113,400  to
the general partners.  The per unit distribution to limited partners during
the same period was $51.27.

Since  inception of the Partnership, cumulative monthly cash  distributions
of  $14,676,459 have been made to the partners.  As of December  31,  1998,
$13,224,282  or  $661.21 per limited partner unit, has been distributed  to
the   limited   partners,  representing  a  132%  return  of  the   capital
contributed.

<PAGE>

Liquidity and Capital Resources

The  primary source of cash is from operations, the receipt of income  from
net profits interests in oil and gas properties.  The Partnership knows  of
no material change, nor does it anticipate any such change.

Cash flows provided by operating activities were approximately $339,200  in
1998   compared   to  approximately  $893,500  in  1997  and  approximately
$1,061,300  in  1996.   The  primary source of  the  1998  cash  flow  from
operating activities was profitable operations.

Cash  flows provided by investing activities were approximately $98,400  in
1998  compared to $10,800 in 1997 and approximately $16,400 in  1996.   The
primary source of the 1998 cash flow from investing activities was the sale
of oil and gas properties.

Cash flows used in financing activities were approximately $439,900 in 1998
compared  to  $929,000 in 1997 and approximately $1,139,200 in  1996.   The
only use in financing activities was the distributions to partners.

As  of  December  31, 1998, the Partnership had approximately  $148,200  in
working  capital.   The  Managing  General  Partner  knows  of  no  unusual
contractual commitments and believes the revenue generated from  operations
are adequate to meet the needs of the Partnership.

Liquidity - Managing General Partner

The  Managing General Partner has a highly leveraged capital structure with
over   $21.0  million  of  interest  payments  due  in  1999  on  its  debt
obligations.   Due  to  severely depressed commodity prices,  the  Managing
General  Partner  is experiencing difficulty in generating sufficient  cash
flow  to  meet  its obligations and sustain its operations.   The  Managing
General  Partner is currently in the process of renegotiating the terms  of
its  various obligations with its creditors and/or attempting to  seek  new
lenders  or  equity investors.  Additionally, the Managing General  Partner
would   consider  disposing  of  certain  assets  in  order  to  meet   its
obligations.

There  can  be  no  assurance  that  the Managing  General  Partner's  debt
restructuring efforts will be successful or that the lenders will agree  to
a   course   of  action  consistent  with  the  Managing  General  Partners
requirements  in restructuring the obligations.  Even if such agreement  is
reached,  it  may  require approval of additional  lenders,  which  is  not
assured.   Furthermore, there can be no assurance that the sales of  assets
can  be  successfully  accomplished on terms  acceptable  to  the  Managing
General   Partner.   Under  current  circumstances,  the  Managing  General
Partner's  ability to continue as a going concern depends upon its  ability
to  (1)  successfully  restructure  its obligations  or  obtain  additional
financing  as  may  be  required, (2) maintain  compliance  with  all  debt
covenants, (3) generate sufficient cash flow to meet its obligations  on  a
timely  basis, and (4) achieve satisfactory levels of future earnings.   If
the  Managing  General Partner is unsuccessful in its efforts,  it  may  be
unable to meet its obligations making it necessary to undertake such  other
actions as may be appropriate to preserve asset values.

Information Systems for the Year 2000

The  Managing  General Partner is continuing in its effort to identify  and
assess  its exposure to the potential Year 2000 software and imbedded  chip
processing  and  date  sensitivity issue.   Through  the  Managing  General
Partners data processing subsidiary, Midland Southwest Software, Inc.,  the
Managing   General  Partner  proactively  initiated  a  plan  to   identify
applicable hardware and software, assess impact and effect, estimate costs,
construct and implement corrective actions, and prepare contingency plans.

<PAGE>
Identification & Assessment

The  Managing  General  Partner currently believes it  has  identified  the
internal  and external software and hardware that may have date sensitivity
problems.  Four critical systems and/or functions were identified:  (1) the
proprietary software of the Partnership (OGAS) that is used for oil  &  gas
property management and financial accounting functions, (2) the DEC VAX/VMS
hardware and operating system, (3) various third-party application software
including  lease  economic  analysis, fixed  asset  management,  geological
applications, and payroll/human resource programs, and (4) External Agents.

The  proprietary  software of the Partnership is currently  in  process  of
meeting  compliance requirements with an estimated completion date of  mid-
year  1999.   Since this is an internally generated software  package,  the
Managing General Partner has estimated the cost to be approximately $25,000
by  estimating the necessary man-hours.  These modifications are being made
by internal staff and do not represent additional costs to the Partnership.
The  Managing General Partner has not made contingency plans at  this  time
since  the  conversion is ahead of schedule and being handled  by  Managing
General  Partner controlled internal programmers.  Given the complexity  of
the systems being modified, it is anticipated that some problems may arise,
but  with  an expected early completion date, the Managing General  Partner
feels that adequate time is available to overcome unforeseen delays.

DEC has released a fully compliant version of its operating system that  is
used  by  the  Partnership on the DEC VAX system.  It will be installed  in
August 1999, the Managing General Partner believes that this will solve any
potential problems on the system.

The  Managing  General Partner has identified various third-party  software
that may have date sensitivity problems and is working with the vendors  to
secure  solutions as well as prepare contingency plans.  After  review  and
evaluation  of  the vendor plans and status, the Managing  General  Partner
believes that the problems will be resolved prior to the year 2000  or  the
alternate  contingency plan will sufficiently and adequately remediate  the
problem so that there is no material disruption to business functions.

The  External  Agents  of  the  Partnership include  suppliers,  customers,
owners,  vendors, banks, product purchasers including pipelines, and  other
oil  and  gas property operators.  The Managing General Partner is  in  the
process of identifying and communicating with each critical External  Agent
about  its  plan  and progress thereof in addressing the Year  2000  issue.
This process is on schedule and the Managing General Partner, at this time,
believes  that  there  should  be no material  interference  or  disruption
associated with any of the critical External Agent's functions necessary to
the   Partnership's  business.   The  Managing  General  Partner  estimates
completion of this audit by mid-year 1999 and believes that alternate plans
can  be  devised to circumvent any material problems arising from  critical
External Agent noncompliance.

Cost

To  date,  the Managing General Partner has incurred only minimal  internal
man-hour costs for identification, planning, and maintenance.  The Managing
General  Partner believes that the necessary additional costs will also  be
minimal  and most will fall under normal and general maintenance procedures
and updates.  An accurate cost cannot be determined at this time, but it is
expected  that  the total cost to remediate all systems  to  be  less  than
$50,000.

<PAGE>
Risks/Contingency

The  failure to correct critical systems of the Partnership, or the failure
of  a  material business partner or External Agent to resolve critical Year
2000  issues  could  have a serious adverse impact on the  ability  of  the
Partnership  to  continue operations and meet obligations.   Based  on  the
Managing  General  Partner's  evaluation and  assessment  to  date,  it  is
believed  that any interruption in operation will be minor and  short-lived
and  pose no material monetary loss, safety, or environmental risk  to  the
Partnership.   However, until all assessment is complete, it is  impossible
to accurately identify the risks, quantify potential impacts or establish a
final  contingency  plan. The Managing General Partner  believes  that  its
assessment and contingency planning will be complete no later than mid-year
1999.

Worst Case Scenario

The  Securities and Exchange Commission requires that public companies must
forecast the most reasonably likely worst case Year 2000 scenario, assuming
that  the  Managing  General Partner's Year 2000  plan  is  not  effective.
Analysis  of the most reasonably likely worst case Year 2000 scenarios  the
Partnership  may face leads to contemplation of the following possibilities
which,  though  considered  highly  unlikely,  must  be  included  in   any
consideration  of worst cases: widespread failure of electrical,  gas,  and
similar   supplies   by  utilities  serving  the  Partnership;   widespread
disruption  of  the  services of communications  common  carriers;  similar
disruption to means and modes of transportation for the Partnership and its
employees, contractors, suppliers, and customers; significant disruption to
the  Partnership's  ability to gain access to,  and  continue  working  in,
office  buildings  and other facilities; and the failure, of  third-parties
systems,  the  effects  of which would have a cumulative  material  adverse
impact  on  the  Partnership's  critical systems.   The  Partnership  could
experience  an inability by customers, traders, and others  to  pay,  on  a
timely  basis or at all, obligations owed to the Partnership.  Under  these
circumstances, the adverse effect on the Partnership, and the diminution of
Partnership revenues, could be material, although not quantifiable at  this
time.


<PAGE>

Item 8.   Financial Statements and Supplementary Data

                      Index to Financial Statements

                                                                       Page

Independent Auditors Reports                                            22

Balance Sheets                                                          24

Statements of Operations                                                25

Statement of Changes in Partners' Equity                                26

Statements of Cash Flows                                                27

Notes to Financial Statements                                           29

<PAGE>










                        INDEPENDENT AUDITORS REPORT
                                     
The Partners
Southwest Royalties, Inc. Income Fund VI
(A Tennessee Limited Partnership):


We  have  audited  the accompanying balance sheets of Southwest  Royalties,
Inc.  Income Fund VI (the "Partnership") as of December 31, 1998 and  1997,
and  the related statements of operations, changes in partners' equity  and
cash  flows for the years then ended.  These financial statements  are  the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that our  audits
provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Southwest  Royalties,
Inc. Income Fund VI as of December 31, 1998 and 1997 and the results of its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.



                        KPMG LLP



Midland, Texas
March 18, 1999

<PAGE>











                    REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners
Southwest Royalties, Inc.
 Income Fund VI
Midland, Texas

We  have  audited  the  accompanying statements of operations,  changes  in
partners' equity and cash flows of Southwest Royalties, Inc. Income Fund VI
for  the year ended December 31, 1996.  These financial statements are  the
responsibility of the partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain  reasonable  assurance about whether the statements  of  operations,
changes   in   partners  equity  and  cash  flows  are  free  of   material
misstatement.   An  audit  includes examining, on a  test  basis,  evidence
supporting  the  amounts and disclosures in the statements  of  operations,
changes  in  partners  equity  and cash  flows.   An  audit  also  includes
assessing the accounting principles used and significant estimates made  by
management,  as  well  as  evaluating  the  overall  presentation  of   the
statements  of operations, changes in partners equity and cash  flows.   We
believe that our audit of the statements of operations, changes in partners
equity and cash flows provides a reasonable basis for our opinion.

In  our  opinion, the statements of operations, changes in partners  equity
and  cash flows referred to above present fairly, in all material respects,
the  results  of  operations  and cash flows of Southwest  Royalties,  Inc.
Income  Fund  VI  for the year ended December 31, 1996, in conformity  with
generally accepted accounting principles.


                        JOSEPH DECOSIMO AND COMPANY
                           A   Tennessee   Registered   Limited   Liability
Partnership


Chattanooga, Tennessee
March 14, 1997

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)
                              Balance Sheets
                        December 31, 1998 and 1997


                                                      1998          1997
                                                      ----          ----
  Assets

Current assets:
 Cash and cash equivalents                   $        38,539       40,719
 Receivable from Managing General Partner            110,000      251,738
 Other receivable                                          -       20,000

---------                                    ---------
                                                 Total    current    assets
148,539                                      312,457

---------                                    ---------
Oil and gas properties - using the full-
 cost method of accounting                         8,426,634    8,505,071
  Less accumulated depreciation,
                                               depletion  and  amortization
6,423,000                                    6,176,000

---------                                    ---------
                                              Net  oil  and gas  properties
2,003,634                                    2,329,071

---------                                    ---------
                                                                          $
2,152,173                                    2,641,528

=========                                    =========
  Liabilities and Partners' Equity

Current liability - Distribution payable     $           301          203

---------                                    ---------
Partners' equity:
 General partners                                  (639,382)    (592,733)
 Limited partners                                  2,791,254    3,234,058

---------                                    ---------
                                                Total    partners'   equity
2,151,872                                    2,641,325

---------                                    ---------
                                                                          $
2,152,173                                    2,641,528

=========                                    =========






















                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)
                         Statements of Operations
               Years ended December 31, 1998, 1997 and 1996


                                                            1998       1997
1996
                                                            ----       ----
----
  Revenues

Income from net profits interests         $    362,778   955,0691,312,524
Interest                                         4,967     9,797    5,454
                                                                    -------
---------                                 ---------
                                                                    367,745
964,866                                   1,317,978
                                                                    -------
---------                                 ---------
  Expenses

General and administrative                     170,237   157,803  158,304
Depreciation, depletion and amortization       247,000   281,000  225,000
                                                                    -------
---------                                 ---------
                                                                    417,237
438,803                                   383,304
                                                                    -------
---------                                 ---------
Net income (loss)                         $   (49,492)   526,063  934,674
                                                                    =======
=========                                 =========
Net income (loss) allocated to:

 Managing General Partner                 $    (4,454)    47,346   84,121
                                                                    =======
=========                                 =========
 General partner                          $      (495)     5,261    9,347
                                                                    =======
=========                                 =========
 Limited partners                         $   (44,543)   473,456  841,206
                                                                    =======
=========                                 =========
  Per limited partner unit                $      (2.23)    23.67    42.06
                                                                    =======
=========                                 =========


























                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)
                 Statement of Changes in Partners' Equity
               Years ended December 31, 1998, 1997 and 1996


                                            General    Limited
                                            Partners   Partners    Total
                                            --------   --------    -----

Balance at December 31, 1995            $ (532,508)   3,780,983 3,248,475

 Net income                                  93,468     841,206   934,674

 Distributions                            (113,400) (1,025,487)(1,138,887)
                                                                   --------
----------                              ----------
Balance at December 31, 1996              (552,440)   3,596,702 3,044,262

 Net income                                  52,607     473,456   526,063

 Distributions                             (92,900)   (836,100) (929,000)
                                                                   --------
----------                              ----------
Balance at December 31, 1997              (592,733)   3,234,058 2,641,325

 Net income (loss)                          (4,949)    (44,543)  (49,492)

 Distributions                             (41,700)   (398,261) (439,961)
                                                                   --------
----------                              ----------
Balance at December 31, 1998            $ (639,382)   2,791,254 2,151,872
                                                                   ========
==========                              ==========


























                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)
                         Statements of Cash Flows
               Years ended December 31, 1998, 1997 and 1996


                                                            1998       1997
1996
                                                            ----       ----
----
Cash flows from operating activities:

 Cash received from net profits interests $    489,768 1,041,5211,213,980
 Cash paid to Managing General Partner
  for administrative fees and general
                                            and   administrative   overhead
(155,489)                                 (157,803)(158,182)
 Interest received                               4,967     9,797    5,454
                                                                   --------
---------                                 ---------
   Net  cash provided by operating activities              339,246  893,515
1,061,252
                                                                   --------
---------                                 ---------
Cash provided by investing activities:

 Sale of oil and gas properties                 98,437    10,833   16,397
                                                                   --------
---------                                 ---------
Cash used in financing activities:

 Distributions to partners                   (439,863) (929,067)(1,139,152)
                                                                   --------
---------                                 ---------

Net decrease in cash and cash equivalents      (2,180)  (24,719) (61,503)

 Beginning of year                              40,719    65,438  126,941
                                                                   --------
---------                                 ---------
 End of year                              $     38,539    40,719   65,438
                                                                   ========
=========                                 =========


(continued)






















                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)
                   Statements of Cash Flows, continued
               Years ended December 31, 1998, 1997 and 1996


                                                             1998      1997
1996
                                                             ----      ----
----
Reconciliation of net income (loss) to net
 cash provided by operating activities:

Net income (loss)                         $   (49,492)   526,063  934,674

Adjustments to reconcile net income (loss) to
 net cash provided by operating activities:

   Depreciation, depletion and amortization               247,000   281,000
225,000
  (Increase) decrease in receivables           126,990    86,452 (98,422)
  Increase in payables                          14,748         -        -
                                                                    -------
---------                                 -------
Net cash provided by operating activities $    339,246   893,5151,061,252
                                                                    =======
=========                                 =======

Supplemental schedule of noncash investing
  and financing activities:

  Sale of oil and gas property included in
     receivable from Managing General Partner         $         -    20,000
-
                                                           ================
=======































                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)

                      Notes to Financial Statements


1.  Organization
          Southwest Royalties, Inc. Income Fund VI was organized under  the
    laws of the state of Tennessee on December 4, 1986, for the purpose  of
    acquiring  producing oil and gas properties and to produce  and  market
    crude  oil and natural gas produced from such properties for a term  of
    50  years, unless terminated at an earlier date as provided for in  the
    Partnership  Agreement.   The  Partnership  sells  its  oil   and   gas
    production to a variety of purchasers with the prices it receives being
    dependent  upon  the  oil and gas economy.  Southwest  Royalties,  Inc.
    serves  as the Managing General Partner and H. H. Wommack, III, as  the
    individual general partner.  Revenues, costs and expenses are allocated
    as follows:

                                                     Limited      General
                                                     Partners     Partners
                                                     --------     --------
    Interest income on capital contributions         100%           -
    Oil and gas sales                                 90%          10%
    All other revenues                                90%          10%
    Organization and offering costs (1)              100%           -
    Amortization of organization costs               100%           -
    Property acquisition costs                       100%           -
    Gain/loss on property disposition                 90%          10%
    Operating and administrative costs (2)            90%          10%
    Depreciation, depletion and amortization
     of oil and gas properties                        90%          10%
    All other costs                                   90%          10%

         (1)All  organization  costs in excess of  3%  of  initial  capital
         contributions  will  be paid by the Managing General  Partner  and
         will  be treated as a capital contribution.  The Partnership  paid
         the  Managing  General Partner an amount equal to  3%  of  initial
         capital contributions for such organization costs.

         (2)Administrative  costs in any year which exceed  2%  of  capital
         contributions  shall be paid by the Managing General  Partner  and
         will be treated as a capital contribution.

<PAGE>
                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)

                      Notes to Financial Statements


2.  Summary of Significant Accounting Policies

    Oil and Gas Properties
    Oil  and  gas properties are accounted for at cost under the  full-cost
    method.   Under  this  method, all productive and  nonproductive  costs
    incurred   in   connection  with  the  acquisition,   exploration   and
    development of oil and gas reserves are capitalized.  Gain or  loss  on
    the sale of oil and gas properties is not recognized unless significant
    oil and gas reserves are involved.

    The  Partnership's policy for depreciation, depletion and  amortization
    of  oil  and  gas  properties is computed under the  units  of  revenue
    method.  Under the units of revenue method, depreciation, depletion and
    amortization  is computed on the basis of current gross  revenues  from
    production  in  relation  to future gross revenues,  based  on  current
    prices, from estimated production of proved oil and gas reserves.

    Under  the  units  of  revenue  method, the  Partnership  computes  the
    provision  by  multiplying the total unamortized cost of  oil  and  gas
    properties  by an overall rate determined by dividing (a) oil  and  gas
    revenues  during the period by (b) the total future gross oil  and  gas
    revenues  as  estimated  by  the  Partnership's  independent  petroleum
    consultants.   It  is  reasonably  possible  that  those  estimates  of
    anticipated  future  gross revenues, the remaining  estimated  economic
    life of the product, or both could be changed significantly in the near
    term  due  to  the  potential fluctuation of  oil  and  gas  prices  or
    production.   The  depletion estimate would also be  affected  by  this
    change.

    Should the net capitalized costs exceed the estimated present value  of
    oil  and  gas reserves, discounted at 10%, such excess costs  would  be
    charged  to current expense.  As of December 31, 1998, 1997  and  1996,
    the net capitalized costs did not exceed the estimated present value of
    oil and gas reserves.

    The  Partnership's interest in oil and gas properties consists  of  net
    profits  interests in proved properties located within the  continental
    United States.  A net profits interest is created when the owner  of  a
    working  interest  in  a property enters into an arrangement  providing
    that the net profits interest owner will receive a stated percentage of
    the  net profit from the property.  The net profits interest owner will
    not  otherwise  participate in additional costs  and  expenses  of  the
    property.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)

                      Notes to Financial Statements


2.  Summary of Significant Accounting Policies - continued

    Estimates and Uncertainties
    The  preparation of financial statements in conformity  with  generally
    accepted  accounting principles requires management to  make  estimates
    and  assumptions  that  affect  the  reported  amounts  of  assets  and
    liabilities and disclosure of contingent assets and liabilities at  the
    date  of  the financial statements and the reported amounts of revenues
    and  expenses during the reporting period.  Actual results could differ
    from those estimates.

         Syndication Costs
          Syndication costs are accounted for as a reduction of partnership
    equity.

    Environmental Costs
    The  Partnership  is  subject to extensive  federal,  state  and  local
    environmental  laws and regulations.  These laws, which are  constantly
    changing, regulate the discharge of materials into the environment  and
    may  require  the  Partnership to remove or mitigate the  environmental
    effects  of the disposal or release of petroleum or chemical substances
    at   various   sites.   Environmental  expenditures  are  expensed   or
    capitalized  depending on their future economic benefit.   Costs  which
    improve a property as compared with the condition of the property  when
    originally  constructed  or  acquired and costs  which  prevent  future
    environmental contamination are capitalized.  Expenditures that  relate
    to  an  existing condition caused by past operations and that  have  no
    future economic benefits are expensed.  Liabilities for expenditures of
    a  non-capital nature are recorded when environmental assessment and/or
    remediation is probable, and the costs can be reasonably estimated.

    Gas Balancing
    The  Partnership  utilizes  the sales method  of  accounting  for  gas-
    balancing  arrangements.  Under this method the Partnership  recognizes
    sales  revenue  on  all  gas  sold.   As  of  December  31,  1998,  the
    Partnership was, over produced by 1,596.  As of December 31,  1997  and
    1996,  the Partnership was under produced by 16,527 and 16,728  mcf  of
    gas, respectively.

    Income Taxes
    No   provision  for  income  taxes  is  reflected  in  these  financial
    statements, since the tax effects of the Partnership's income  or  loss
    are passed through to the individual partners.

    In   accordance  with  the  requirements  of  Statement  of   Financial
    Accounting  Standards  No.  109, "Accounting  for  Income  Taxes",  the
    Partnership's tax basis in its net oil and gas properties  at  December
    31,  1998  and 1997 is $892,768 and $938,887, respectively,  less  than
    that  shown  on  the  accompanying Balance Sheets  in  accordance  with
    generally accepted accounting principles.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)

                      Notes to Financial Statements


2.  Summary of Significant Accounting Policies - continued

    Cash and Cash Equivalents
    For purposes of the statements of cash flows, the Partnership considers
    all  highly liquid debt instruments purchased with a maturity of  three
    months  or less to be cash equivalents.  The Partnership maintains  its
    cash at one financial institution.

    Number of Limited Partner Units
    As  of  December  31,  1998, 1997 and 1996, there were  20,000  limited
    partner units outstanding held by 848, 876 and 909 partners.

    Concentrations of Credit Risk
    The  Partnership  is subject to credit risk through trade  receivables.
    Although  a  substantial  portion of its debtors'  ability  to  pay  is
    dependent  upon the oil and gas industry, credit risk is minimized  due
    to a large customer base.  All partnership revenues are received by the
    Managing  General Partner and subsequently remitted to the  partnership
    and  all  expenses  are  paid  by  the  Managing  General  Partner  and
    subsequently reimbursed by the partnership.

    Fair Value of Financial Instruments
    The  carrying amount of cash and accounts receivable approximates  fair
    value due to the short maturity of these instruments.

    Net Income (loss) per limited partnership unit
    The  net  income (loss) per limited partnership unit is  calculated  by
    using the number of outstanding limited partnership units.

3.  Liquidity - Managing General Partner
    The  Managing General Partner has a highly leveraged capital  structure
    with  over $21.0 million of interest payments due in 1999 on  its  debt
    obligations.  Due to severely depressed commodity prices, the  Managing
    General  Partner  is  experiencing difficulty in generating  sufficient
    cash  flow  to  meet its obligations and sustain its  operations.   The
    Managing  General Partner is currently in the process of  renegotiating
    the  terms  of  its  various  obligations  with  its  creditors  and/or
    attempting to seek new lenders or equity investors.  Additionally,  the
    Managing General Partner would consider disposing of certain assets  in
    order to meet its obligations.
    
    There  can  be  no assurance that the Managing General  Partner's  debt
    restructuring efforts will be successful or that the lenders will agree
    to  a  course  of action consistent with the Managing General  Partners
    requirements in restructuring the obligations.  Even if such  agreement
    is reached, it may require approval of additional lenders, which is not
    assured.   Furthermore, there can be no assurance  that  the  sales  of
    assets  can  be  successfully accomplished on terms acceptable  to  the
    Managing  General Partner.  Under current circumstances,  the  Managing
    General  Partner's ability to continue as a going concern depends  upon
    its  ability to (1) successfully restructure its obligations or  obtain
    additional  financing as may be required, (2) maintain compliance  with
    all  debt  covenants, (3) generate sufficient cash  flow  to  meet  its
    obligations on a timely basis, and (4) achieve satisfactory  levels  of
    future  earnings.  If the Managing General Partner is  unsuccessful  in
    its  efforts,  it  may  be  unable to meet its  obligations  making  it
    necessary  to  undertake such other actions as may  be  appropriate  to
    preserve asset values.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)

                      Notes to Financial Statements


4.  Commitments and Contingent Liabilities
    After  completion  of  the  Partnership's first  full  fiscal  year  of
    operations  and each year thereafter, the Managing General Partner  has
    offered  and will continue to offer to purchase each limited  partner's
    interest in the Partnership, at a price based on tangible assets of the
    Partnership,  plus  the  present value of the future  net  revenues  of
    proved  oil  and gas properties, minus liabilities with a  risk  factor
    discount  of  up  to  one-third which may be implemented  at  the  sole
    discretion  of  the  Managing General Partner.  However,  the  Managing
    General  Partner's  obligation to purchase  limited  partner  units  is
    limited  to  an expenditure of an amount not in excess of  10%  of  the
    total  limited  partner  units  initially  subscribed  for  by  limited
    partners.

    The  Partnership  is  subject  to  various  federal,  state  and  local
    environmental  laws  and  regulations  which  establish  standards  and
    requirements for protection of the environment.  The Partnership cannot
    predict the future impact of such standards and requirements, which are
    subject  to  change  and  can  have  retroactive  effectiveness.    The
    Partnership  continues  to  monitor  the  status  of  these  laws   and
    regulations.

    As  of December 31, 1998, the Partnership has not been fined, cited  or
    notified of any environmental violations and management is not aware of
    any  unasserted  violations which would have a material adverse  effect
    upon capital expenditures, earnings or the competitive position in  the
    oil  and  gas  industry.  However, the Managing  General  Partner  does
    recognize by the very nature of its business, material costs  could  be
    incurred  in  the  near  term  to  bring  the  Partnership  into  total
    compliance.  The amount of such future expenditures is not determinable
    due  to  several factors, including the unknown magnitude  of  possible
    contaminations, the unknown timing and extent of the corrective actions
    which may be required, the determination of the Partnership's liability
    in proportion to other responsible parties and the extent to which such
    expenditures  are  recoverable from insurance or indemnifications  from
    prior owners of the Partnership's properties.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)

                      Notes to Financial Statements


5.  Related Party Transactions
    A  significant  portion  of the oil and gas  properties  in  which  the
    Partnership  has  an  interest are operated by and purchased  from  the
    Managing  General Partner.  As is usual in the industry and as provided
    for in the operating agreement for each respective oil and gas property
    in  which  the  Partnership has an interest, the operator  is  paid  an
    amount  for  administrative  overhead attributable  to  operating  such
    properties, with such amounts to Southwest Royalties, Inc. as  operator
    approximating  $128,200, $125,000 and $132,000,  for  the  years  ended
    December  31,  1998,  1997 and 1996, respectively.   In  addition,  the
    Managing General Partner and certain officers and employees may have an
    interest  in  some  of  the properties in which  the  Partnership  also
    participates.

    Certain  subsidiaries  or  affiliates of the Managing  General  Partner
    perform   various  oilfield  services  for  properties  in  which   the
    Partnership  owns an interest.  Such services aggregated  approximately
    $16,200,  $4,000  and $18,000, for the years ended December  31,  1998,
    1997  and 1996, respectively, and the Managing General Partner believes
    that  these  costs  are  comparable to  similar  charges  paid  by  the
    Partnership to unrelated third parties.

    Southwest  Royalties,  Inc., the Managing  General  Partner,  was  paid
    $144,000  during  1998,  1997 and 1996, as an  administrative  fee  for
    indirect general and administrative overhead expenses.

    Receivables  from  Southwest  Royalties,  Inc.,  the  Managing  General
    Partner,  of approximately $110,000 and $251,738 are from oil  and  gas
    production,  net of lease operating costs and production taxes,  as  of
    December 31, 1998 and 1997, respectively.

    In  addition, a director and officer of the Managing General Partner is
    a partner in a law firm, with such firm providing legal services to the
    Partnership  approximating $900, $1,300 and 1,300, for the years  ended
    December 31, 1998, 1997 and 1996, respectively.

6.  Major Customers
    No  material  portion of the Partnership's business is dependent  on  a
    single purchaser, or a very few purchasers, where the loss of one would
    have  a  material  adverse impact on the Partnership.   Two  purchasers
    accounted  for  49% of the Partnership's total oil and  gas  production
    during  1998:  Nustar Joint Venture 38% and Scurlock Permian  LLC  11%.
    Five  purchasers accounted for 67% of the Partnership's total  oil  and
    gas production during 1997:  Nustar Joint Venture  17%, Torch Operating
    Company   16%,  Scurlock  Permian  Corporation  13%,  Aquila  Southwest
    Pipeline  Corporation 11% and Enron Oil and Transportation Incorporated
    10%.  Four purchasers accounted for 63% of the Partnership's total  oil
    and  gas production during 1996:  Torch Operating Company 28%, Scurlock
    Permian Corporation 14%, Aquila Southwest Pipeline Corporation 11%  and
    Enron   Oil  and  Transportation  Inc  10%.   All  purchasers  of   the
    Partnership's oil and gas production are unrelated third  parties.   In
    the  event  any of these purchasers were to discontinue purchasing  the
    Partnership's production, the Managing General Partner believes that  a
    substitute  purchaser  or  purchasers could be  located  without  undue
    delay.   No other purchaser accounted for an amount equal to or greater
    than 10% of the Partnership's sales of oil and gas production.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)

                      Notes to Financial Statements


7.  Estimated Oil and Gas Reserves (unaudited)
    The  Partnership's  interest  in proved oil  and  gas  reserves  is  as
    follows:

                                                                  Oil (bbls)
Gas (mcf)
                                                                  ----------
---------
    Proved developed and undeveloped reserves -

    January 1, 1996                                646,000       5,401,000

      Revisions of previous estimates               87,000         933,000
      Production                                  (56,000)       (504,000)
      Sale of minerals in place                          -        (55,000)
                                                   -------       ---------
    December 31, 1996                              677,000       5,775,000

      Revisions of previous estimates            (106,000)     (1,452,000)
      Production                                  (50,000)       (471,000)
      Sale of minerals in place                   (11,000)               -
                                                   -------       ---------
    December 31, 1997                              510,000       3,852,000

      Revisions of previous estimates            (204,000)       1,802,000
      Production                                  (41,000)       (453,000)
      Sale of minerals in place                    (9,000)       (118,000)
                                                   -------       ---------
    December 31, 1998                              256,000       5,083,000
                                                   =======       =========

    Proved developed reserves -

    December 31, 1996                              590,000       5,516,000
                                                   =======       =========
    December 31, 1997                              428,000       3,544,000
                                                   =======       =========
    December 31, 1998                              216,000       4,891,000
                                                   =======       =========

    All  of  the  Partnership's reserves are located within the continental
    United States.

    *Ryder  Scott  Company  Petroleum Engineers prepared  the  reserve  and
    present  value data for 96.4% of the Partnership's existing  properties
    as of January 1, 1999.  Another independent petroleum engineer prepared
    the  remaining  3.6%  of  the Partnership's  properties.   The  reserve
    estimates  were made in accordance with guidelines established  by  the
    Securities  and  Exchange  Commission  pursuant  to  Rule  4-10(a)   of
    Regulation S-X.  Such guidelines require oil and gas reserve reports be
    prepared  under  existing  economic and operating  conditions  with  no
    provisions   for  price  and  cost  escalation  except  by  contractual
    arrangements.

    The  New York Mercantile Exchange price at December 31, 1998 of  $12.05
    was  used  as  the  beginning  basis for  the  oil  price.   Oil  price
    adjustments  from  $12.05  per  barrel  were  made  in  the  individual
    evaluations to reflect oil quality, gathering and transportation costs.
    The  results are an average price received at the lease of  $10.37  per
    barrel in the preparation of the reserve report as of January 1, 1999.

<PAGE>
                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)

                      Notes to Financial Statements


7.  Estimated Oil and Gas Reserves (unaudited) - continued
    In the determination of the gas price, the New York Mercantile Exchange
    price  at  December 31, 1998 of $1.95 was used as the beginning  basis.
    Gas  price  adjustments from $1.95 per Mcf were made in the  individual
    evaluations to reflect BTU content, gathering and transportation  costs
    and  gas  processing and shrinkage.  The results are an  average  price
    received  at  the  lease  of $1.65 per Mcf in the  preparation  of  the
    reserve report as of January 1, 1999.

    The  evaluation of oil and gas properties is not an exact  science  and
    inevitably  involves a significant degree of uncertainty,  particularly
    with  respect to the quantity of oil or gas that any given property  is
    capable  of producing.  Estimates of oil and gas reserves are based  on
    available  geological and engineering data, the extent and  quality  of
    which may vary in each case and, in certain instances, may prove to  be
    inaccurate.  Consequently, properties may be depleted more rapidly than
    the geological and engineering data have indicated.

    Unanticipated  depletion, if it occurs, will result in  lower  reserves
    than  previously  estimated; thus an ultimately lower  return  for  the
    Partnership.   Basic changes in past reserve estimates occur  annually.
    As  new data is gathered during the subsequent year, the engineer  must
    revise  his  earlier  estimates.  A year of new information,  which  is
    pertinent to the estimation of future recoverable volumes, is available
    during  the subsequent year evaluation.  In applying industry standards
    and  procedures,  the new data may cause the previous estimates  to  be
    revised.   This revision may increase or decrease the earlier estimated
    volumes.   Pertinent information gathered during the year  may  include
    actual  production  and  decline rates, production  from  offset  wells
    drilled  to  the same geologic formation, increased or decreased  water
    production,  workovers,  and changes in lifting  costs,  among  others.
    Accordingly, reserve estimates are often different from the  quantities
    of oil and gas that are ultimately recovered.

    The  Partnership has reserves which are classified as proved  developed
    producing, proved developed non-producing and proved undeveloped.   All
    of  the  proved reserves are included in the engineering reports  which
    evaluate the Partnership's present reserves.

    Because  the  Partnership does not engage in drilling  activities,  the
    development  of  proved undeveloped reserves is conducted  pursuant  to
    farmout  arrangements  with the Managing General Partner  or  unrelated
    third  parties.  Generally, the Partnership retains a carried  interest
    such as an overriding royalty interest under the terms of a farmout, or
    receives cash.

<PAGE>

                 Southwest Royalties, Inc. Income Fund VI
                    (a Tennessee limited partnership)

                      Notes to Financial Statements


7.  Estimated Oil & Gas Reserves (unaudited) - continued
    The  standardized measure of discounted future net cash flows  relating
    to  proved oil and gas reserves at December 31, 1998, 1997 and 1996  is
    presented below:

                                             1998       1997         1996
                                             ----       ----         ----

     Future cash inflows, net of
                                        production and development
      costs                             $  7,278,000  9,969,000 24,773,000
     10% annual discount for
                                        estimated timing of cash
      flows                                3,397,000  3,406,000 10,585,000
                                           --------- ---------- ----------
     Standardized measure of
                                        discounted future net cash
      flows                             $  3,881,000  6,563,000 14,188,000
                                           ========= ========== ==========

     The  principal  sources  of  change in  the  standardized  measure  of
     discounted  future  net cash flows for the years  ended  December  31,
     1998, 1997 and 1996 are as follows:

                                             1998        1997        1996
                                             ----        ----        ----

     Sales of oil and gas produced,
                                       net of production costs $  (362,000)
(955,000)                             (2,279,000)
     Changes in prices and production
       costs                            (1,423,000) (7,159,000)  6,157,000
     Changes in estimated future development
                                       cost             (29,000)          -
-
     Changes of production rates
       (timing) and others              (1,736,000)   1,053,000    432,000
     Sales of minerals in place           (131,000)    (15,000)   (31,000)
     Revisions of previous
                                       quantities estimates         343,000
(1,968,000)                           (220,000)
     Accretion of discount                  656,000   1,419,000  1,251,000
     Discounted future net
                                      cash flows -
      Beginning of year                   6,563,000  14,188,000  8,878,000
                                         ----------  ---------- ----------
      End of year                     $   3,881,000   6,563,000 14,188,000
                                         ==========  ========== ==========

     Future  net cash flows were computed using year-end prices  and  costs
     that  related  to existing proved oil and gas reserves  in  which  the
     Partnership has mineral interests.

<PAGE>

Item 9.   Changes  in and Disagreements With Accountants on Accounting  and
          Financial Disclosure

On  June  9,  1997  Southwest  Royalties, Inc. the  Partnership's  Managing
General  Partner (Southwest Royalties, Inc.) dismissed Joseph Decosimo  and
Company as the Partnership's independent accountants.  The Managing General
Partner's   Board  of  Directors  approved  the  decision  to  change   the
Partnership's independent accountants.

The  report of Joseph Decosimo and Company on the financial statements  for
the  fiscal  year ended December 31, 1996 contained no adverse  opinion  or
disclaimer  of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principle.

In  connection with its audit for the fiscal year ended December  31,  1996
and  through  June  9, 1997, there have been no disagreements  with  Joseph
Decosimo  and Company on any matter of accounting principles or  practices,
financial  statements  disclosure, or auditing scope  or  procedure,  which
disagreements  if not resolved to the satisfaction of Joseph  Decosimo  and
Company would have caused them to make reference thereto in their report on
the financial statements for such year.

The  Registrant has requested that Joseph Decosimo and Company  furnish  it
with  a  letter addressed to the SEC stating whether or not is agrees  with
the  above statements.  A copy of that letter is included as Exhibit 16 and
has been filed with the Securities and Exchange Commission.


          


<PAGE>

                                 Part III


Item 10.  Directors and Executive Officers of the Registrant

Management of the Partnership is provided by Southwest Royalties, Inc.,  as
Managing  General Partner.  The names, ages, offices, positions and  length
of  service of the directors and executive officers of Southwest Royalties,
Inc. are set forth below.  Each director and executive officer serves for a
term  of  one year.  The present directors of the Managing General  Partner
have served in their capacity since the Company's formation in 1983.

     Name                   Age                       Position
--------------------        ---         -----------------------------------
-------
H. H. Wommack, III                      43     Chairman   of   the   Board,
                                        President,
                                        Chief Executive Officer, Treasurer
                                        and Director

H. Allen Corey              43          Secretary and Director

Bill E. Coggin                          44     Vice  President  and   Chief
                                        Financial Officer

Jon P. Tate                             41     Vice  President,  Land   and
                                        Assistant Secretary

R. Douglas Keathley         43          Vice President, Operations

J. Steven Person            40          Vice President, Marketing

Paul L. Morris              57          Director

H.  H.  Wommack, III, is Chairman of the Board, President, Chief  Executive
Officer,  Treasurer, principal stockholder and a director of  the  Managing
General  Partner,  and  has  served as its President  since  the  Company's
organization  in August, 1983.  Prior to the formation of the Company,  Mr.
Wommack  was  a  self-employed  independent oil  producer  engaged  in  the
purchase  and sale of royalty and working interests in oil and gas  leases,
and  the drilling of exploratory and developmental oil and gas wells.   Mr.
Wommack  holds  a J.D. degree from the University of Texas  from  which  he
graduated  in  1980, and a B.A. from the University of  North  Carolina  in
1977.

H.  Allen  Corey, a founder of the Managing General Partner, has served  as
the   Managing  General  Partner's  secretary  and  a  director  since  its
inception.   Mr. Corey is President of Trolley Barn Brewery, Inc.,  a  brew
pub restaurant chain based in the Southeast.  Prior to his involvement with
Trolley Barn, Mr. Corey was a partner at the law firm of Miller & Martin in
Chattanooga,  Tennessee.  He is currently of counsel to  the  law  firm  of
Baker,  Donelson,  Bearman  & Caldwell, with the  offices  in  Chattanooga,
Tennessee.  Mr. Corey received a J.D. degree from the Vanderbilt University
Law  School and B.A. degree from the University of North Carolina at Chapel
Hill.

<PAGE>

Bill  E. Coggin, Vice President and Chief Financial Officer, has been  with
the Managing General Partner since 1985.  Mr. Coggin was Controller for Rod
Ric  Corporation of Midland, Texas, an oil and gas drilling company, during
the latter part of 1984.  He was Controller for C.F. Lawrence & Associates,
Inc., an independent oil and gas operator also of Midland, Texas during the
early  part of 1984.  Mr. Coggin taught public school for four years  prior
to his business experience.  Mr. Coggin received a B.S. in Education and  a
B.B.A. in Accounting from Angelo State University.

Jon  P.  Tate,  Vice President, Land and Assistant Secretary,  assumed  his
responsibilities  with  the Managing General Partner  in  1989.   Prior  to
joining  the  Managing  General Partner, Mr.  Tate  was  employed  by  C.F.
Lawrence  & Associates, Inc., an independent oil and gas company,  as  Land
Manager from 1981 through 1989.  Mr. Tate is a member of the Permian  Basin
Landman's  Association and received his B.B.S. degree  from  Hardin-Simmons
University.

R.    Douglas   Keathley,   Vice   President,   Operations,   assumed   his
responsibilities with the Managing General Partner as a Production Engineer
in  October,  1992.   Prior to joining the Managing  General  Partner,  Mr.
Keathley  was  employed for four (4) years by ARCO Oil  &  Gas  Company  as
senior  drilling  engineer working in all phases of well production  (1988-
1992),  eight  (8)  years by Reading & Bates Petroleum  Company  as  senior
petroleum  engineer responsible for drilling (1980-1988) and two (2)  years
by  Tenneco Oil Company as drilling engineer responsible for all phases  of
drilling   (1978-1980).   Mr.  Keathley  received  his  B.S.  in  Petroleum
Engineering in 1977 from the University of Oklahoma.

J.  Steven  Person, Vice President, Marketing, assumed his responsibilities
with  the Managing General Partner as National Marketing Director in  1989.
Prior  to joining the Managing General Partner, Mr. Person served  as  Vice
President  of  Marketing  for CRI, Inc., and was  associated  with  Capital
Financial  Group and Dean Witter (1983).  He received a B.B.A. from  Baylor
University in 1982 and an M.D.A. from Houston Baptist University in 1987.

Paul  L.  Morris has served as a Director of Southwest Royalties  Holdings,
Inc.  since August 1998 and Southwest Royalties, Inc. since September 1998.
Mr. Morris is President and CEO of Wagner & Brown, Ltd., one of the largest
independently owned oil and gas companies in the United States.   Prior  to
his  position with Wagner & Brown, Mr. Morris served as President of Banner
Energy and in various managerial positions with Columbia Gas System, Inc.

Key Employees

Accounting  and Administrative Officer - Debbie A. Brock, age  46,  assumed
her  position with the Managing General Partner in 1991.  Prior to  joining
the Managing General Partner, Ms. Brock was employed with Western Container
Corporation   as  Accounting  Manager  (1982-1990),  Synthetic   Industries
(Texas), Inc. as Accounting Manager (1976-1982) and held various accounting
positions in the manufacturing industry (1971-1975).  Ms. Brock received  a
B.B.A. from the University of Houston.

<PAGE>

Controller - Robert A. Langford, age 49, assumed his responsibilities  with
the  Managing  General Partner in 1992.  Mr. Langford received  his  B.B.A.
degree  in  Accounting  in 1975 from the University  of  Central  Arkansas.
Prior  to  joining the Managing General Partner,  Mr. Langford was employed
with Forest Oil Corporation as Corporate Coordinator, Regional Coordinator,
Accounting  Manager.  He held various other positions  from  1982-1992  and
1976-1980  and was Assistant Controller of National Oil Company from  1980-
1982.

Financial  Reporting  Manager - Bryan Dixon, C.P.A., age  32,  assumed  his
responsibilities  with the Managing General Partner  in  1992.   Mr.  Dixon
received his B.B.A. degree in Accounting in 1988 from Texas Tech University
in  Lubbock,  Texas.   Prior to joining the Managing General  Partner,  Mr.
Dixon was employed as a Senior Auditor with Johnson, Miller & Company  from
1991-1992 and Audit Supervisor for Texas Tech University and the Texas Tech
University Health Sciences Center from 1988-1991.

Production   Superintendent  -  Steve  C.  Garner,  age  57,  assumed   his
responsibilities   with   the  Managing  General  Partner   as   Production
Superintendent  in  July,  1989.  Prior to  joining  the  Managing  General
Partner,  Mr. Garner was employed 16 years by Shell Oil Company working  in
all  phases of oil field production as operations foreman, one and one-half
years  with Petroleum Corporation of Delaware as Production Superintendent,
six  years  as  an independent engineering consultant, and  one  year  with
Citation  Oil & Gas Corp. as a workover, completion and production foreman.
Mr.  Garner has worked extensively in the Permian Basin oil field  for  the
last 25 years.

Tax  Manager  -  Carolyn  Cookson, age 42, assumed her  position  with  the
Managing  General  Partner in April 1989.  Prior to  joining  the  Managing
General  Partner,  Ms. Cookson was employed as Director of  Taxes  at  C.F.
Lawrence  &  Associates,  Inc. from 1983 to  1989,  and  worked  in  public
accounting  at McCleskey, Cook & Green, P.C. from 1981 to 1983  and  Deanna
Brady,  C.P.A.  from 1980 to 1981.  She is a member of  the  Permian  Basin
Chapter  of the Petroleum Accountants' Society, and serves on its Board  of
Directors  and  is  liaison to the Tax Committee.  Ms. Cookson  received  a
B.B.A. in accounting from New Mexico State University.

Investor  Relations Manager - Sandra K. Flournoy, age 52, came to Southwest
Royalties,  Inc.  in 1988 from Parker & Parsley Petroleum,  where  she  was
Assistant Manager of Investor Services and Broker/Dealer Relations for  two
years.   Prior  to that, Ms. Flournoy was Administrative Assistant  to  the
Superintendent at Greenwood ISD for four years.

<PAGE>

In certain instances, the Managing General Partner will engage professional
petroleum   consultants   and  other  independent  contractors,   including
engineers   and   geologists  in  connection  with  property  acquisitions,
geological  and  geophysical  analysis,  and  reservoir  engineering.   The
Managing  General Partner believes that, in addition to its own  "in-house"
staff,  the utilization of such consultants and independent contractors  in
specific  instances  and  on  an  "as-needed"  basis  allows  for   greater
flexibility  and greater opportunity to perform its oil and gas  activities
more economically and effectively.

Item 11.  Executive Compensation

The  Partnership  does not have any directors or executive  officers.   The
executive officers of the Managing General Partner do not receive any  cash
compensation,  bonuses, deferred compensation or compensation  pursuant  to
any  type  of  plan,  from the Partnership.  The Managing  General  Partner
received  $144,000  during 1998, 1997 and 1996 as an annual  administrative
fee.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

There  are  no  limited partners who own of record, or  are  known  by  the
Managing General Partner to beneficially own, more than five percent of the
Partnership's limited partnership interests.

The  Managing  General Partner owns a nine percent interest  as  a  general
partner.   Through repurchase offers to the limited partners, the  Managing
General  Partner  also owns 3,912 limited partner units,  a  19.6%  limited
partner  interest.  The Managing General Partners total percentage interest
ownership in the Partnership is 26.53%.

No  officer or director of the Managing General Partner owns Units  in  the
Partnership. H. H. Wommack, III, as the individual general partner  of  the
Partnership  owns a one percent interest in the Partnership  as  a  general
partner.   The officers and directors of the Managing General  Partner  are
considered beneficial owners of the limited partner units acquired  by  the
Managing  General Partner by virtue of their status as  such.   A  list  of
beneficial  owners  of  limited partner units,  acquired  by  the  Managing
General Partner, is as follows:

<PAGE>

                                                   Amount and
                                                   Nature of      Percent
                     Name and Address of           Beneficial        of
  Title of Class       Beneficial Owner            Ownership       Class
-------------------  ---------------------------  ---------------  -------
Limited Partnership  Southwest Royalties, Inc.    Directly Owns     19.6%
                      Interest                     Managing General Partner
3,912 Units
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  H. H. Wommack, III           Indirectly Owns   19.6%
                      Interest                      Chairman of the  Board,
3,912 Units
                     President, CEO, Treasurer
                     and Director of Southwest
                     Royalties, Inc., the
                     Managing General Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  H. Allen Corey               Indirectly Owns   19.6%
                     Interest                     Secretary and Director of
3,912 Units
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     633 Chestnut Street
                     Chattanooga, TN  37450-1800

Limited Partnership  Bill E. Coggin               Indirectly Owns   19.6%
                     Interest                     Vice President and CFO of
3,912 Units
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  Jon P. Tate                  Indirectly Owns   19.6%
                      Interest                     Vice President, Land and
3,912 Units
                     Assistant Secretary of
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  J. Steven Person             Indirectly Owns   19.6%
                     Interest                     Vice President, Marketing
3,912 Units
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  R. Douglas Keathley          Indirectly Owns   19.6%
                       Interest                       Vice  President,3,912
Units
                     Operations of Southwest
                     Royalties, Inc., the
                     Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

<PAGE>
                                                   Amount and
                                                   Nature of      Percent
                     Name and Address of           Beneficial        of
  Title of Class       Beneficial Owner            Ownership       Class
-------------------  ---------------------------  ---------------  -------
Limited Partnership  Paul L. Morris               Indirectly Owns   19.6%
                      Interest                      Director  of  Southwest
3,912 Units
                     Royalties, Inc., the
                     Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

There  are no arrangements known to the Managing General Partner which  may
at a subsequent date result in a change of control of the Partnership.


Item 13.  Certain Relationships and Related Transactions

In   1998,   the   Managing  General  Partner  received  $144,000   as   an
administrative  fee.  This amount is part of the general and administrative
expenses incurred by the Partnership.

In  some  instances the Managing General Partner and certain  officers  and
employees  may  be working interest owners in an oil and  gas  property  in
which  the Partnership also has a net profits interest.  Certain properties
in  which  the  Partnership has an interest are operated  by  the  Managing
General  Partner,  who was paid approximately $128,200  for  administrative
overhead attributable to operating such properties during 1998.

Certain  subsidiaries or affiliates of the Managing General Partner perform
various  oilfield services for properties in which the Partnership owns  an
interest.   Such  services aggregated approximately $16,200  for  the  year
ended December 31, 1998.

The  law  firm  of Baker, Donelson, Bearman & Caldwell of  which  H.  Allen
Corey,  an  officer  and  director of the Managing General  Partner,  is  a
partner, is counsel to the Partnership.  Legal services rendered by  Baker,
Donelson,   Bearman  &  Caldwell  to  the  Partnership  during  1998   were
approximately $900, which constitutes an immaterial portion of that  firm's
business.

In  the  opinion  of  management, the terms of the above  transactions  are
similar to ones with unaffiliated third parties.

<PAGE>

                                 Part IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

          (a)(1)  Financial Statements:

                  Included in Part II of this report --

                  Reports of Independent Accountants
                  Balance Sheets
                  Statements of Operations
                  Statement of Changes in Partners' Equity
                  Statements of Cash Flows
                  Notes to Financial Statements

                     (2)  Schedules required by Article 12 of Regulation S-
                  X  are either omitted because they are not applicable  or
                  because  the  required  information  is  shown   in   the
                  financial statements or the notes thereto.

                    (3)  Exhibits:

                                     4    (a)  Certificate and Agreement of
                          Limited Partnership of Southwest Royalties,  Inc.
                          Income   Fund   VI,  dated  December   4,   1986.
                          (Incorporated  by  reference  from  Partnership's
                          Form 10-K for the fiscal year ended December  31,
                          1986.)

                                            (b)     First   Amendment    to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated   January   16,1987.    (Incorporated    by
                          reference  from Partnership's Form 10-K  for  the
                          fiscal year ended December 31, 1987.)

                                         (c)  Corrected Second Amendment to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated  May  6, 1987.  (Incorporated by  reference
                          from  Partnership's Form 10-K for the fiscal year
                          ended December 31, 1987.)

                                            (d)     Third   Amendment    to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated February 3, 1988 (Incorporated by reference
                          from  Partnership's Form 10-K for the fiscal year
                          ended December 31, 1988.)

                                            (e)    Fourth   Amendment    to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated  June  30, 1988 (Incorporated by  reference
                          from  Partnership's Form 10-K for the fiscal year
                          ended December 31, 1988.)

<PAGE>

                                            (f)     Fifth   Amendment    to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated   December   30,  1988   (Incorporated   by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1988.)

                                            (g)     Sixth   Amendment    to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated  as  of  March 19, 1990.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1990.)

                                            (h)    Seventh   Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of December 31, 1990.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1990.)

                                            (i)    Eighth   Amendment    to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of September 30, 1991.  (Incorporated by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1991.)

                                            (j)     Ninth   Amendment    to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of December 31, 1991.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1992.)

                                            (k)     Tenth   Amendment    to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated  as  of  March 31, 1992.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1992.)

                                           (l)    Eleventh   Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated  as  of  June  30, 1992.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1992.)

                                            (m)    Twelfth   Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of November 23, 1992.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1992.)

<PAGE>

                                           (n)   Thirteenth  Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated  as  of  April 22, 1993.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1993.)

                                           (o)   Fourteenth  Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of September 30, 1993.  (Incorporated by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1993.)

                                           (p)    Fifteenth  Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of December 31, 1993.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1993.)

                                           (q)    Sixteenth  Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated  as  of  July  26, 1994.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1994.)

                                           (r)   Seventeenth  Amendment  to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated  as of January 18, 1995.  (Incorporated  by
                          reference  from the Partnership's Form  10-K  for
                          the fiscal year ended December 31, 1994.)

                                           (s)   Eighteenth  Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of July 26, 1995.

                                           (t)   Nineteenth  Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of January 29, 1996.

<PAGE>

                                           (u)    Twentieth  Amendment   to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of April 30, 1996.

                     (v)  Twenty First Amendment to Certificate and Agreement of
                          Limited
                          Partnership of Southwest Royalties, Inc. Income Fund
                          VI, dated as of
                          September 30, 1996.

                     (w)  Twenty Second Amendment to Certificate and Agreement
                          of Limited
                          Partnership of Southwest Royalties, Inc. Income Fund
                          VI, dated as of
                          January 15, 1997.

                     (x)   Twenty  Third Amendment  to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of May 10, 1997.
                         
                          (y)   Twenty Fourth Amendment to Certificate  and
                          Agreement  of  Limited Partnership  of  Southwest
                          Royalties,  Inc.  Income Fund  VI,  dated  as  of
                          January 30, 1998.

                     (z)   Twenty  Fifth Amendment to Certificate  and
                          Agreement of
                          Limited Partnership of Southwest Royalties,  Inc.
                          Income Fund VI, dated as of July 27, 1998.

                     (aa)  Twenty  Sixth Amendment  to
                          Certificate  and Agreement of Limited Partnership
                          of  Southwest  Royalties, Inc.  Income  Fund  VI,
                          dated as of December 22, 1998.
                         
                         
                  27 Financial Data Schedule

                  99 Limited Partners as of January 30, 1998
                     Limited Partners as of July 27, 1998
                     Limited Partners as of December 22, 1998

               (b)    Reports on Form 8-K

                      There  were no reports filed on Form 8-K  during  the
               quarter ended December 31, 1998.

<PAGE>

                                Signatures


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


                          Southwest Royalties, Inc. Income Fund VI, a
                          Tennessee limited partnership


                          By:    Southwest Royalties, Inc., Managing
                                 General Partner


                          By:    /s/ H. H. Wommack, III
                                   -----------------------------
                                           H. H. Wommack, III, President


                          Date:  March 31, 1999


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
Partnership and in the capacities and on the dates indicated.


By:    /s/ H. H. Wommack, III
       -----------------------------------
       H. H. Wommack, III, Chairman of the
       Board, President, Chief Executive
       Officer, Treasurer and Director


Date:  March 31, 1999


By:    /s/ H. Allen Corey
       -----------------------------
       H. Allen Corey, Secretary and
       Director


Date:  March 31, 1999

<PAGE>

                              Exhibit Index


Item No.     Description                                           Page No.

14(a)(3)     Exhibit 4(y): Twenty Fourth Amendment to Certificate     __
             and Agreement of Limited Partnership of Southwest
             Royalties, Inc. Income Fund VI, dated as of
             January 30, 1998.

             Exhibit 4 (z): Twenty Fifth Amendment to Certificate   __
             and Agreement of Limited Partnership of Southwest
             Royalties, Inc. Income Fund VI, dated as of
             July 27, 1998.

             Exhibit 4 (aa): Twenty Sixth Amendment to Certificate  __
             and Agreement of Limited Partnership of Southwest
             Royalties, Inc. Income Fund VI, dated as of
             December 22, 1998.
<PAGE>

This Instrument Prepared By:
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450-1800

         TWENTY-FOURTH AMENDMENT TO CERTIFICATE AND AGREEMENT OF
             LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.
             INCOME FUND VI, A TENNESSEE LIMITED PARTNERSHIP

Pursuant  to the Tennessee Revised Uniform Limited Partnership  Act,  62-2-
1204  of  the Tennessee Code Annotated, and the provisions of the Tennessee
Uniform  Limited Partnership Act, being formerly 61-2-101, et seq.  of  the
Tennessee Code Annotated, this Twenty-fourth Amendment (the "Amendment") to
the   Certificate  and  Agreement  of  Limited  Partnership  of   Southwest
Royalties, Inc.  Income Fund VI is executed to be effective as of  the  8th
day  of  January,  1998, by and between H. H. WOMMACK, III,  an  individual
("General Partner"), SOUTHWEST ROYALTIES, INC. ("Managing General Partner")
(the  Managing  General  Partner and the General Partner,  are  hereinafter
collectively  referred to as "General Partners"), and the General  Partners
as  attorney-in-fact for those persons and entities listed  on  Schedule  1
attached to this Amendment, whether existing or additional limited partners
(collectively  the  "Limited  Partners") and as  attorney-in-fact  for  the
Withdrawing Limited Partners, as defined hereinafter.

WHEREAS,  Southwest  Royalties, Inc.  Income Fund VI  was  organized  as  a
Tennessee   limited  partnership  pursuant  to  an  Agreement  of   Limited
Partnership,  as  amended from time to time, dated  December  4,  1986  and
recorded  in  Book  3280,  Page 726 in the Register's  Office  of  Hamilton
County, Tennessee (the "Agreement"); and

WHEREAS,  the  General Partners, Limited Partners and  Withdrawing  Limited
Partners desire to amend the Agreement in the manner set forth herein;

NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  rights  and
obligations  herein and other good and valuable consideration  the  receipt
and  legal sufficiency of which are acknowledged, the parties hereto  agree
as follows:

1.   Schedule  1  to  the Agreement is hereby deleted in its  entirety  and
     replaced  by  the  Schedule  1 attached  hereto.   Those  persons  and
     entities which were formerly listed on Schedule 1 to the Agreement but
     which  are not listed on the revised Schedule 1 attached hereto  shall
     be defined collectively as the "Withdrawing Limited Partners."

2.   Except  as  provided herein, the Agreement is hereby  constituted  and
     acknowledged as the controlling Agreement of Southwest Royalties, Inc.
     Income Fund VI.

IN  WITNESS WHEREOF, the parties hereto acknowledge that they have executed
this  Amendment to the Agreement to be effective as of the date first above
written.

               GENERAL PARTNERS:

               By:  /s/ H. H. Wommack, III
                    -----------------------------------
                    H. H. Wommack, III, General Partner

               By:   SOUTHWEST ROYALTIES, INC.
                    Managing General Partner

               By:  /s/ H. H. Wommack, III
                    -----------------------------------
                    H. H. Wommack, III, President


               LIMITED PARTNERS:


                               By:   General Partners, as attorneys-in-fact
                    for  the Limited Partners listed on Schedule 1 attached
                    hereto  and those Withdrawing Limited Partners  removed
                    from  Schedule  1  under Powers of Attorney  previously
                    granted

               By:  /s/ H. H. Wommack, III
                    -----------------------------------
                    H. H. Wommack, III

               By:  SOUTHWEST ROYALTIES, INC.
                    Managing General Partner

               By:  /s/ H. H. Wommack, III
                    -----------------------------------

STATE OF TENNESSEE      )
COUNTY OF HAMILTON      )

Before  me, /s/ Suetta M. Morgan, a Notary Public in and for the State  and
County  aforesaid, personally appeared H.H. Wommack, III, with  whom  I  am
personally  acquainted  (or  proved to me  on  the  basis  of  satisfactory
evidence),  and who, upon oath, acknowledged himself to be the attorney-in-
fact for the admitted and withdrawing Limited Partners and as president  of
Southwest  Royalties,  Inc.  for itself and  as  attorney-in-fact  for  the
admitted  and  withdrawing Limited Partners, and who  further  acknowledged
that  he  is authorized by Southwest Royalties, Inc., the Limited  Partners
and  the  Withdrawing Limited Partners to execute this document on its  and
their behalf.

Witness my hand and seal at office, on this the 30th day of January, 1998.

                    /s/ Suetta M. Morgan
                    -----------------------------------
                    Notary Public



<PAGE>

This Instrument Prepared By:
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450-1800

          TWENTY-FIFTH AMENDMENT TO CERTIFICATE AND AGREEMENT OF
             LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.
             INCOME FUND VI, A TENNESSEE LIMITED PARTNERSHIP

Pursuant  to the Tennessee Revised Uniform Limited Partnership  Act,  62-2-
1204  of  the Tennessee Code Annotated, and the provisions of the Tennessee
Uniform  Limited Partnership Act, being formerly 61-2-101, et seq.  of  the
Tennessee Code Annotated, this Twenty-fifth Amendment (the "Amendment")  to
the   Certificate  and  Agreement  of  Limited  Partnership  of   Southwest
Royalties, Inc.  Income Fund VI is executed to be effective as of the  10th
day  of  July,  1998,  by  and between H. H. WOMMACK,  III,  an  individual
("General Partner"), SOUTHWEST ROYALTIES, INC. ("Managing General Partner")
(the  Managing  General  Partner and the General Partner,  are  hereinafter
collectively  referred to as "General Partners"), and the General  Partners
as  attorney-in-fact for those persons and entities listed  on  Schedule  1
attached to this Amendment, whether existing or additional limited partners
(collectively  the  "Limited  Partners") and as  attorney-in-fact  for  the
Withdrawing Limited Partners, as defined hereinafter.

WHEREAS,  Southwest  Royalties, Inc.  Income Fund VI  was  organized  as  a
Tennessee   limited  partnership  pursuant  to  an  Agreement  of   Limited
Partnership,  as  amended from time to time, dated  December  4,  1986  and
recorded  in  Book  3280,  Page 726 in the Register's  Office  of  Hamilton
County, Tennessee (the "Agreement"); and

WHEREAS,  the  General Partners, Limited Partners and  Withdrawing  Limited
Partners desire to amend the Agreement in the manner set forth herein;

NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  rights  and
obligations  herein and other good and valuable consideration  the  receipt
and  legal sufficiency of which are acknowledged, the parties hereto  agree
as follows:

1.   Schedule  1  to  the Agreement is hereby deleted in its  entirety  and
     replaced  by  the  Schedule  1 attached  hereto.   Those  persons  and
     entities which were formerly listed on Schedule 1 to the Agreement but
     which  are not listed on the revised Schedule 1 attached hereto  shall
     be defined collectively as the "Withdrawing Limited Partners."

2.   Except  as  provided herein, the Agreement is hereby  constituted  and
     acknowledged as the controlling Agreement of Southwest Royalties, Inc.
     Income Fund VI.

IN  WITNESS WHEREOF, the parties hereto acknowledge that they have executed
this  Amendment to the Agreement to be effective as of the date first above
written.

               GENERAL PARTNERS:

               By:  /s/ H. H. Wommack, III
                    -----------------------------------
                    H. H. Wommack, III, General Partner

               By:   SOUTHWEST ROYALTIES, INC.
                    Managing General Partner

               By:  /s/ H. H. Wommack, III
                    -----------------------------------
                    H. H. Wommack, III, President


               LIMITED PARTNERS:


                               By:   General Partners, as attorneys-in-fact
                    for  the Limited Partners listed on Schedule 1 attached
                    hereto  and those Withdrawing Limited Partners  removed
                    from  Schedule  1  under Powers of Attorney  previously
                    granted

               By:  /s/ H. H. Wommack, III
                    -----------------------------------
                    H. H. Wommack, III

               By:  SOUTHWEST ROYALTIES, INC.
                    Managing General Partner

               By:  /s/ H. H. Wommack, III
                    -----------------------------------

STATE OF TENNESSEE     )
COUNTY OF HAMILTON     )

Before  me, /s/ Suetta M. Morgan, a Notary Public in and for the State  and
County  aforesaid, personally appeared H.H. Wommack, III, with  whom  I  am
personally  acquainted  (or  proved to me  on  the  basis  of  satisfactory
evidence),  and who, upon oath, acknowledged himself to be the attorney-in-
fact for the admitted and withdrawing Limited Partners, and as president of
Southwest  Royalties,  Inc.  for itself and  as  attorney-in-fact  for  the
admitted and withdrawing Limited Partners, who further acknowledged that he
is  authorized by Southwest Royalties, Inc., the Limited Partners  and  the
Withdrawing  Limited Partners to execute this document  on  its  and  their
behalf.

Witness my hand and seal at office, on this the 27th day of July, 1998.

                    /s/ Suetta M. Morgan
                    -----------------------------------
                    Notary Public



<PAGE>

This Instrument Prepared By:
J. Porter Durham, Jr.
Baker, Donelson, Bearman & Caldwell
1800 Republic Centre
633 Chestnut Street
Chattanooga, Tennessee 37450-1800

          TWENTY-SIXTH AMENDMENT TO CERTIFICATE AND AGREEMENT OF
             LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.
             INCOME FUND VI, A TENNESSEE LIMITED PARTNERSHIP

Pursuant  to the Tennessee Revised Uniform Limited Partnership  Act,  62-2-
1204  of  the Tennessee Code Annotated, and the provisions of the Tennessee
Uniform  Limited Partnership Act, being formerly 61-2-101, et seq.  of  the
Tennessee Code Annotated, this Twenty Sixth Amendment (the "Amendment")  to
the   Certificate  and  Agreement  of  Limited  Partnership  of   Southwest
Royalties, Inc. Income Fund VI is executed to be effective as of  the  30th
day  of  September, 1998, by and between H. H. WOMMACK, III, an  individual
("General Partner"), SOUTHWEST ROYALTIES, INC. ("Managing General Partner")
(the  Managing  General  Partner and the General Partner,  are  hereinafter
collectively  referred to as "General Partners"), and the General  Partners
as  attorney-in-fact for those persons and entities listed  on  Schedule  1
attached to this Amendment, whether existing or additional limited partners
(collectively  the  "Limited  Partners") and as  attorney-in-fact  for  the
Withdrawing Limited Partners, as defined hereinafter.

WHEREAS,  Southwest  Royalties, Inc. Income Fund  VI  was  organized  as  a
Tennessee   limited  partnership  pursuant  to  an  Agreement  of   Limited
Partnership,  as  amended from time to time, dated  December  4,  1986  and
recorded  in  Book  3280,  Page 726 in the Register's  Office  of  Hamilton
County, Tennessee (the "Agreement"); and

WHEREAS,  the  General Partners, Limited Partners and  Withdrawing  Limited
Partners desire to amend the Agreement in the manner set forth herein;

NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  rights  and
obligations  herein and other good and valuable consideration  the  receipt
and  legal sufficiency of which are acknowledged, the parties hereto  agree
as follows:

1.   Schedule  1  to  the Agreement is hereby deleted in its  entirety  and
     replaced  by  the  Schedule  1 attached  hereto.   Those  persons  and
     entities which were formerly listed on Schedule 1 to the Agreement but
     which  are not listed on the revised Schedule 1 attached hereto  shall
     be defined collectively as the "Withdrawing Limited Partners."

2.   Except  as  provided herein, the Agreement is hereby  constituted  and
     acknowledged as the controlling Agreement of Southwest Royalties, Inc.
     Income Fund VI.

IN  WITNESS WHEREOF, the parties hereto acknowledge that they have executed
this  Amendment to the Agreement to be effective as of the date first above
written.

               GENERAL PARTNERS:

               By:  /s/ H. H. Wommack, III
                    -----------------------------------
                    H. H. Wommack, III, General Partner

               By:   SOUTHWEST ROYALTIES, INC.
                    Managing General Partner

               By:  /s/ H. H. Wommack, III
                    -----------------------------------
                    H. H. Wommack, III, President


               LIMITED PARTNERS:


                               By:   General Partners, as attorneys-in-fact
                    for  the Limited Partners listed on Schedule 1 attached
                    hereto  and those Withdrawing Limited Partners  removed
                    from  Schedule  1  under Powers of Attorney  previously
                    granted

               By:  /s/ H. H. Wommack, III
                    -----------------------------------
                    H. H. Wommack, III

               By:  SOUTHWEST ROYALTIES, INC.
                    Managing General Partner

               By:  /s/ H. H. Wommack, III
                    -----------------------------------

STATE OF TENNESSEE     )
COUNTY OF HAMILTON     )

Before  me, /s/ Suetta M. Morgan, a Notary Public in and for the State  and
County  aforesaid, personally appeared H.H. Wommack, III, with  whom  I  am
personally  acquainted  (or  proved to me  on  the  basis  of  satisfactory
evidence),  and who, upon oath, acknowledged himself to be the attorney-in-
fact for the admitted and withdrawing Limited Partners, and as president of
Southwest  Royalties,  Inc.  for itself and  as  attorney-in-fact  for  the
admitted  and  withdrawing Limited Partners, and who  further  acknowledged
that  he  is authorized by Southwest Royalties, Inc., the Limited  Partners
and  the  Withdrawing Limited Partners to execute this document on its  and
their behalf.

Witness my hand and seal at office, on this the 22nd day of December, 1998.

                    /s/ Suetta M. Morgan
                    -----------------------------------
                    Notary Public

<PAGE>
                        AMENDMENTS FOLLOW AS EX-99

 <PAGE>