FORM 10-K
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
   For the fiscal year ended December 31, 1998. Commission File No. 2-77330


                          PROPERTY RESOURCES FUND VI
            (Exact Name of Registrant as Specified in its Charter)

California                       942838890
-----------------------------------------------------------------
(State or other jurisdiction or  (I.R.S. Employer
incorporation or organization)   Identification number)

P.O. Box 7777, San Mateo, CA     (650) 312-5824
94403-7777
-----------------------------------------------------------------
(Address of principal and        Registrant's telephone number,
executive Office)                including Area Code


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

                         Title of each class

                         Limited Partnership Interests
                         ---------------------------------

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


Indicate  by check  mark  whether  the  registrant  (1) has filed  all  reports
required to be filed by Section 12 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 (Sec.  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 referenced in Part
III of this Form 10-K or any amendment to this Form 10-K.      X   
                                                             ----

No market for the shares  currently  exists and  therefore  a market  value for
the Units cannot be determined.

Limited Partnership Units outstanding at December 31, 1998: 21,585

Documents  Incorporated  by Reference:  Portions of the  Prospectus of Property
Resources  Fund VI dated  July 12,  1982 (in Part III,  Item 13) as filed  with
the Securities and Exchange Commission pursuant to Rule 424(b).


                               PART 1
                              --------
Item 1. BUSINESS
        --------

PROPERTY   RESOURCES   FUND  VI   (hereinafter   referred   to  either  as  the
"Partnership"  or the  "Registrant")  is a  limited  partnership  formed in May
1982 under the  Uniform  Limited  Partnership  Act of the State of  California.
The General  Partner is Property  Resources,  Inc., a  California  corporation;
(the "General  Partner")  located at 1800 Gateway Drive, San Mateo,  California
94404.

The Partnership was organized for the purpose of acquiring, improving,
developing, operating and holding for investment, income-producing real
properties from unaffiliated sellers.  The Partnership expects to sell its
remaining property and terminate and dissolve the Partnership in 1999.  There
is no assurance that the Partnership will be successful in this regard.

During its operating life, the Partnership acquired an interest in five real
estate assets.  These assets are located in Houston, Texas; San Antonio,
Texas; Oklahoma City, Oklahoma; Salt Lake City, Utah; and Campbell,
California; as more particularly described in Item 2. Properties.  The
Partnership later sold all of these assets with the exception of the asset in
Houston, Texas. Management is currently marketing the remaining property for
sale, and expects a sale of this property to occur in 1999.

The  real  estate   business  is   competitive,   and  the  Partnership  is  in
competition  with  many  other  entities  engaged  in  real  estate  investment
activities, some of which have greater assets than the Partnership.

The  Partnership  will be subject to the risks  generally  associated  with the
ownership  of  real  property.   These  risks  include  the  possibility   that
operating  expenses  and fixed  costs may exceed  property  revenues;  economic
conditions  may adversely  change  further in the market where the  Partnership
owns property and the national market;  the real estate investment  climate may
change;  local market  conditions may change  adversely due to general or local
economic  conditions  and  neighborhood  characteristics;  interest  rates  may
fluctuate  and the  availability,  costs and terms of  mortgage  financing  may
change;  unanticipated  maintenance and renovations may arise,  particularly in
older  structures;  changes  in real  estate  tax  rates  and  other  operating
expenses  may  arise;  governmental  rules  and  fiscal  policies  may  change;
natural  disasters,  including  earthquakes,  floods or tornadoes may result in
uninsured  losses;  the  financial  condition  of the tenants of  property  may
deteriorate;   and  other   factors   which  are  beyond  the  control  of  the
Partnership  may  occur.  The  Partnership's  real  estate  investment  in  its
remaining  rental  property  will be subject  to the risk of the  Partnership's
inability  to  attract or retain  tenants  and a  consequent  decline in rental
income.

While one of the  Partnership's  objectives is to generate cash flow, there can
be no guarantee that the remaining  property will generate  sufficient  revenue
to  cover  operating  expenses  and  meet  any  required  payments  on any debt
obligations of the Partnership.

The  opportunities  for  sale,  and  the  profitability  of  any  sale,  of the
Partnership's  remaining  property  will be  subject  to the  risk  of  adverse
changes in real estate market  conditions.  There may be shortages or increased
costs of fuel,  natural gas, water,  or electric power, or allocations  thereof
by  suppliers  or  governmental   regulatory  bodies  in  the  area  where  the
Partnership  owns  its  property.  In  the  event  of  such  shortages,   price
increases or  allocations  may occur,  and the operation of its property may be
adversely  affected.  It is also  possible  that  legislation  on the  state or
local  level may be  enacted  which may  include  some form of rent  control or
changes in property  tax  assessments.  There may be changes to federal,  state
or local regulations enacted relating to the protection of the environment.

The  Partnership  is  unable to  predict  the  extent,  if any,  to which  such
shortages  increased  prices,  legislation,  regulations or allocations,  might
occur and the degree to which the  occurrence  of such events  might  adversely
affect the property owned by the Partnership.

Under various federal,  state and local laws,  ordinances and  regulations,  an
owner or operator of real  property may become  liable for the costs of removal
or  remediation  of  certain  hazardous   substances  released  on  or  in  its
property.  Such laws often  impose  such  liability  without  regard to whether
the owner or  operator  knew of, or was  responsible  for,  the release of such
hazardous  substances,  the  presence  of such  substances,  or the  failure to
properly   remediate  such   substances,   when   released.   As  part  of  the
investigation  of properties  prior to acquisition,  the Partnership  typically
has obtained  inspection  reports  concerning  the  condition of the  property,
including   specialized   environmental   inspection   reports  concerning  the
presence of hazardous  substances on the property.  The Partnership  intends to
continue this practice.  Such inspection  reports,  however, do not necessarily
reveal  all  hazardous  substances  or  sources  thereof,  and  substances  not
considered   hazardous  when  a  property  is  acquired  may   subsequently  be
classified  as  such  by  amendments  to  local,   state,   and  federal  laws,
ordinances,   and  regulations.   If  it  is  ever  determined  that  hazardous
substances  on or in a  Partnership  property must be removed or the release of
such  substances  remediated,  the  Partnership  could be  required  to pay all
costs of any necessary cleanup work. However under certain  circumstances,  the
Partnership   could  make  claims  against  other  responsible   parties.   The
Partnership  could also experience  lost revenues  during any such cleanup,  or
lower lease  rates,  decreased  occupancy  or  difficulty  selling or borrowing
against the affected  property  either prior to or following  any such cleanup.
The  Partnership  is  not  aware  of  any  hazardous  substances  on or in  its
properties  and it has not been notified by any  governmental  authority of any
noncompliance,  liability or other claim in connection  with the  environmental
condition of any of its properties.

The Americans with  Disabilities  Act ("ADA"),  which  generally  requires that
buildings  be made  accessible  to people with  disabilities,  and has separate
compliance   requirements   for   "public   accommodations"   and   "commercial
facilities".  If certain  uses by tenants  of a building  constitute  a "public
accommodation",  the ADA  imposes  liability  for  non-compliance  on both  the
tenant and the  owner/operator  of the building.  The Partnership has conducted
inspections  of its  properties  to  determine  whether the exterior and common
area of such  properties  are in  compliance  with the ADA and it believes that
its properties are in compliance.  If,  however,  it were ever  determined that
one or  more  of the  Partnership's  properties  were  not in  compliance,  the
Partnership may be subjected to unanticipated  expenditures  incurred to remove
access barriers, or to pay fines or damages related to such non-compliance.

The  Partnership's  only  business  consists  of  the  real  estate  investment
activity  described above.  Therefore,  information  about industry segments is
not applicable.  The business is not seasonal.

Item 2. PROPERTIES
        ----------

During its investment  phase,  the  Partnership  acquired four existing  rental
properties  and  completed  construction  of  a  fifth  property,   Grouse  Run
Apartments.  The  investment  phase  of the  Partnership  is  complete  and the
Partnership   does  not  intend  to   purchase   additional   properties.   The
Partnership has bought and sold property as follows:

PROPERTY                            DATE ACQUIRED    DATE SOLD
Clearlake Village Apartments        August 1982      -
Waterbury Plaza office complex      December 1982    June 1990
Space  Savers One and Space  Savers
Three mini-warehouses               April 1983       June 1994
1600 Dell Avenue office/warehouse   December 1983    November 1988
Grouse Run Apartments               July 1984        June 1998


The  remaining  property  is managed by  Continental  Property  Management  Co.
("CPMC"),  an affiliate of the General Partner,  which performs the leasing and
management related services for the properties.

As  discussed  in  Note 3 to the  financial  statements,  the fee  interest  in
Clearlake  Village  Apartments is held through the  Partnership's  consolidated
subsidiary,  Property  Resources Fund VI Subsidiary,  L.P. (the  "Subsidiary").
Management is currently  marketing  this property for sale,  and expects a sale
to occur  in  1999.  In the  opinion  of  management,  the  level of  insurance
coverage is adequate for this property and within industry standards.


CLEARLAKE VILLAGE APARTMENTS
----------------------------

The Clearlake  Village  Apartments  are located in the  Clearlake  City area of
Houston,  Harris County,  Texas.  The apartment  complex was completed in 1976.
Situated  on  a  5-acre  site,  the  complex   consists  of  174  garden  style
apartments in 14 buildings.  Apartment units include 24  two-bedroom,  two-bath
units of 850 square feet; 40  two-bedroom,  one-bath  units of 800 square feet;
70 one-bedroom,  one-bath units of 670 square feet; and 40 efficiency  units of
507 square  feet.  The  property's  total net rentable  area is 119,580  square
feet.  As of December 31, 1998,  monthly  rental rates ranged from $375 to $565
and the  occupancy  rate was  93%.  Amenities  for  residents  include  a 4,000
square foot  clubhouse/exercise  room, as well as a swimming pool, laundry, and
storage  facilities.  The  secured  loan  is  owed  to an  unaffiliated  party,
carries interest at 8.88% and matures in 2006.

Item 3. LEGAL PROCEEDINGS
        -----------------

There are no material legal  proceedings  pending to which the Partnership is a
party or which any of its  properties  is the subject,  required to be reported
hereunder.  From  time to time,  the  Partnership  may be a party  to  ordinary
routine litigation incidental to its business.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------

No matters  have been  submitted  during the fourth  quarter of the fiscal year
ended December 31, 1998, which required the vote of security holders.

                                    PART II
                                    -------

Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
        --------------------------------------------------------------------

As  of  December  31,  1998,  there  were  21,585  limited   partnership  units
outstanding  and  1,126  unit  holders  of  record.  There  are  no  dividends.
However,  the limited  partnership unit holders may be entitled to certain cash
distributions as provided in the limited partnership agreement.

The units are not freely  transferable  and no market  for the units  presently
exists or is likely to develop.

Item 6.  SELECTED FINANCIAL DATA
         -----------------------         

(Dollars in Thousands,
 except unit and per     1998    1997     1996     1995     1994
unit amounts)
-------------------------------------------------------------------


Total revenues           $1,572  $2,122   $2,039   $2,178   $2,614
Gain on sale of          $2,049       -        -        -        -
property
Gain on restructured       $447       -        -        -     $272
debt
Net income (loss)        $2,714    $455     $330     $430     $663

Net income (loss) per   $124.07  $20.01   $14.50   $18.95   $29.56
unit1
Number of limited
partnership              21,585  21,585   21,585   21,585   21,585
  units outstanding

Balance sheet data:
  Total assets           $3,420  $7,661   $7,809   $7,696   $7,960
  Notes payable          $2,121  $6,559   $6,986   $6,942   $7,363
  Accumulated
partners' capital
  (deficit)                $558    $326   $(129)   $(459)   $(889)

Other Data:
  Cash Flows
    Operating              $371    $827     $466     $826     $545
    Investing            $6,836  $(117)       $4      $14     $289
    Financing           $(6,473) $(580)   $(442)   $(720)   $(819)


Total rentable square
footage at  end of      119,580 321,104  321,104 321,104 321,104
year:
Number of properties
at end of year:               1       2        2       2       2


1 Per  $500  limited   partnership  unit   outstanding,   exclusive  of  amounts
allocable to the General Partner.

Item 7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND 
         ---------------------------------------------------------------------
RESULTS OF OPERATIONS 
---------------------

RESULTS OF OPERATIONS
---------------------

COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997.

Net income for the year ended  December 31, 1998  increased  $2,259,000  (496%)
as  compared  to the prior  year,  primarily  due to gain on sale of the Grouse
Run Apartments property ("Grouse Run"), as discussed below.

Total  revenues  decreased  $550,000  (26%) in the year ended December 31, 1998
to  $1,572,000,  as  compared to  $2,122,000  for the year ended  December  31,
1997.  This was due  primarily  to the  sale of the  Grouse  Run in June  1998.
Rental  revenues  increased  at  both  properties,  primarily  as a  result  of
increased   average  rental  rates.   The  average   occupancy  rates  remained
relatively  stable.  The average  occupancy rates for each of the properties in
1998 and 1997  respectively,  were 93% and 94% at Grouse Run and 94% and 93% at
Clearlake.

Total  expenses  decreased  $313,000  (19%) in 1998,  as compared to 1997.  The
decrease was primarily caused by reduced administrative,  payroll,  utility and
depreciation expenses following the sale of Grouse Run in June 1998.

COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996.

Net income for the year ended  December 31, 1997  increased  $125,000  (38%) as
compared to the prior  year,  primarily  due to an  increase in average  rental
rates, as discussed below.

Total  revenues  increased  $83,000 (4%) in the year ended December 31, 1997 to
$2,122,000,  as compared to  $2,039,000  for the year ended  December 31, 1996.
Rental  revenues  increased  at  both  properties,  primarily  as a  result  of
increased   average  rental  rates.   The  average   occupancy  rates  remained
relatively  stable.  The average  occupancy rates for each of the properties in
1997 and 1996  respectively,  were 94% and 93% at Grouse Run and 93% and 94% at
Clearlake.

Total expenses  decreased  $42,000 (2%) in 1997, as compared to 1996.  This was
due to a  decline  in  operating  expenses  of  $23,000  and  decreasing  total
interest  expenses.  The decline in  operating  expenses was mainly a result of
lower  utility  and  repair  costs  at the two  apartment  complexes.  Interest
expense  (including  related party  interest  payments)  declined  $21,000 as a
result  of  the  Partnership's  payments  to  reduce  debt  in  1997.  Interest
payments of $4,000 were charged to related party  expense in 1997,  compared to
$141,000 in 1996.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

As  of  December  31,  1998,  the  Partnership  had  one  operating   property,
Clearlake   Village   Apartments   ("Clearlake").   The  Partnership  owns  fee
interests  in the  buildings  and the  land  upon  which  these  buildings  are
located,  and the  property is subject to a mortgage,  as more fully  described
in Note 3 to the consolidated financial statements.

As of December 31, 1998, cash and cash equivalents  totaled  $1,143,000.  As of
December  31,  1998,  accrued  interest  due to  General  Partner  amounted  to
$527,000.  The  General  Partner  presently  intends to  continue  to make such
advances to the  Partnership as necessary.  Consequently,  management  believes
that the  Partnership's  current sources of funds will be adequate to meet both
its short-term and long-term capital commitments and operating requirements.

On  August  12,  1996,  the  note  payable  to  affiliate,   collateralized  by
Clearlake,  was repaid  from the  proceeds  of a new loan from an  unaffiliated
lender.  In  connection  with the new loan,  the  Partnership  formed  Property
Resources Fund VI Subsidiary,  L.P. (the  "Subsidiary") and contributed its fee
interest in Clearlake to the  Subsidiary.  Although the General  Partner of the
Partnership is a 1% sole General  Partner in the  Subsidiary,  the  partnership
agreement  of the  Subsidiary  is  structured  such  that no  economic  benefit
accrues  to  the  General  Partner  as a  result  of  the  asset  contribution.
Accordingly,  the minority  interest of the  Subsidiary's  General  Partner has
not been accounted for in the accompanying consolidated financial statements.

The Partnership  presently  believes that its existing cash and funds available
are  adequate  to meet its  liquidity  needs in the  reasonably forseeable
future.   Furthermore,   management  is  currently   marketing  the remaining
property for sale, and expects a sale to occur in 1999.


IMPACT OF INFLATION
-------------------

The  Partnership's  management  believes  that  inflation  may have a  positive
effect on the property  portfolio,  but this effect generally will not be fully
realized until the Partnership sells the remaining property.

YEAR 2000
---------

The Partnership has evaluated whether its computer systems, including on-site
and embedded systems, and those of third parties with whom the Partnership
interacts will function properly by, at or during the year 2000.  The
Partnership has determined certain of its own systems are not currently year
2000 compliant. Management has a plan to replace or upgrade these systems
within the next nine months.  The Partnership does not expect that the costs
associated with these replacements or upgrades will have a materially adverse
impact on its financial position, results of operations or cash flows in
future periods. However, failure to successfully replace or upgrade these
systems could result in material disruptions to its business.

The Partnership is managed and advised by certain affiliates of Franklin
Resources, Inc. It is reliant on these entities for its basic computer
network and certain other applications. Management is monitoring the progress
of these entities in achieving year 2000 compliance and does not currently
anticipate a materially adverse impact on the Partnership's business as a
result of their non-compliance.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
                                                               PAGE
                                                               ----

Report of Independent Accountants                                9

Consolidated Balance Sheets as of December 31, 1998 and 1997    10

Consolidated Statements of Income for the Years                 11
   Ended December 31, 1998, 1997 and 1996

Consolidated Statements of Partners' Capital (Deficit) for the  12
   Years Ended December 31, 1998, 1997 and 1996

Consolidated Statements of Cash Flows for the Years             13
   Ended December 31, 1998, 1997 and 1996

Notes to Consolidated Financial Statements                 14 - 18

Schedule III - Real Estate and Accumulated                 19 - 20
   Depreciation

All other  schedules for which  provision is made in the applicable  accounting
regulations of the  Securities  and Exchange  Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.



                  REPORT OF INDEPENDENT ACCOUNTANTS
                  ---------------------------------



To the Partners
Property Resources Fund VI

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Property Resources Fund VI at December 31, 1998 and 1997, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1998, in conformity with generally accepted
accounting principles.  In addition, in our opinion, the financial statement
schedule listed in the accompanying index presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.  These financial statements and
the financial statement schedule are the responsibility of the Partnership's
management; our responsibility is to express an opinion on these financial
statements and the financial statement schedule based on our audits.  We
conducted our audits of these statements in accordance with generally
accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for the opinion expressed
above.




/s/PricewaterhouseCoopers LLP
San Francisco, California
January 29, 1999


                          PROPERTY RESOURCES FUND VI
                      (A CALIFORNIA LIMITED PARTNERSHIP)

                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1998 AND 1997
                          --------------------------


(Dollars in thousands)                              1998        1997
---------------------------------------------------------------------
ASSETS:
Real estate:
  Land                                              $999      $2,239
  Land improvements                                  179         781
  Buildings and improvements                       2,286       7,347
  Furnishings and equipment                          418       1,050
---------------------------------------------------------------------
                                                   3,882      11,417
  Less: accumulated depreciation                   1,911       4,708
---------------------------------------------------------------------
Total real estate, net                             1,971       6,709

Cash and cash equivalents                          1,143         409
Note receivable                                        -         237
Other assets, net                                    306         306
---------------------------------------------------------------------
Total assets                                      $3,420      $7,661
=====================================================================

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):
Liabilities:
  Notes payable                                   $2,121      $6,559
  Accrued interest due to General Partner            527         527
  Deposits and other liabilities                     214         249
---------------------------------------------------------------------
Total liabilities                                  2,862       7,335
---------------------------------------------------------------------

Partners' capital (deficit):
  Limited partners,  21,585 units issued and         962         766
outstanding
  General Partner                                   (404)       (440)
----------------------------------------------------------------------
   Total partners' capital                           558         326
=====================================================================
   Total liabilities and partners' capital        $3,420      $7,661
=====================================================================

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


                          PROPERTY RESOURCES FUND VI
                      (A CALIFORNIA LIMITED PARTNERSHIP)

                       CONSOLIDATED STATEMENTS OF INCOME
             FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
             ----------------------------------------------------


(Dollars in thousands, except unit and per       1998    1997    1996
unit amounts)
----------------------------------------------------------------------

REVENUES:
  Rent                                         $1,507  $2,088  $2,000
  Interest  and dividends                          65      34      39
----------------------------------------------------------------------
    Total revenues                              1,572   2,122   2,039
----------------------------------------------------------------------

EXPENSES:
  Interest, other than related party              202     204      88
  Depreciation                                    186     288     291
  Property operating                              817   1,032   1,055
  Related party                                    97     126     254
  General and administrative                       52      17      21
----------------------------------------------------------------------
    Total expenses                              1,354   1,667   1,709
----------------------------------------------------------------------

Operating income before sale property             218     455     330

Gain on sale of property                        2,049       -       -

----------------------------------------------------------------------
Net income before extraordinary item            2,267     455     330

Extraordinary item - Gain on early                447       -       -
extinguishment of debt

----------------------------------------------------------------------
NET INCOME                                     $2,714    $455    $330
======================================================================


Net income allocable to limited partners       $2,678    $432    $313
======================================================================

Net income allocable to General Partner           $36     $23     $17
======================================================================

Net  income per $500 limited partnership
unit-based                                    $124.07  $20.01  $14.50
 on 21,585 units outstanding
======================================================================


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


                          PROPERTY RESOURCES FUND VI
                      (A CALIFORNIA LIMITED PARTNERSHIP)

            CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
             FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
             ----------------------------------------------------

                                        LIMITED     General
(Dollars in thousands)               PARTNERS       Partner    Total
                                       Units
                                       Amount
------------------------------------------------------------------------

Balance, January 1, 1996          21,585       $21     $(480)    $(459)

Net income                             -       313        17        330
------------------------------------------------------------------------
Balance, December 31, 1996        21,585       334      (463)     (129)

Net income                             -       432        23        455
------------------------------------------------------------------------
Balance, December 31, 1997        21,585       766      (440)       326

Distribution                           -    (2,482)        -    (2,482)

Net income                             -     2,678        36      2,714

========================================================================
Balance, December 31, 1998        21,585      $962     $(404)      $558
========================================================================


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


                          PROPERTY RESOURCES FUND VI
                      (A CALIFORNIA LIMITED PARTNERSHIP)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
             ----------------------------------------------------

(Dollars in thousands)                            1998    1997     1996
------------------------------------------------------------------------

Net income                                      $2,714    $455     $330
Adjustments  to  reconcile  net income to net
cash
 provided by operating activities:
   Depreciation and amortization                   199     301      304
   (Increase) decrease in other assets             (11)     94    (260)
   Increase in accrued interest                      -       3       31
   (Decrease) increase in deposits
     and other liabilities                         (35)    (26)      61
   Extraordinary  gain on  extinguishment  of     (447)      -        -
debt
   Gain on sale of property                     (2,049)      -        -
------------------------------------------------------------------------
Net cash provided by operating activities          371     827      466
------------------------------------------------------------------------

   Improvements to rental property                 (26)   (200)    (58)
   Principal payments on note receivable           236      83       62
   Net proceeds from sale of property            6,626       -        -
------------------------------------------------------------------------
Net  cash  provided  by (used  in)  investing    6,836    (117)       4
activities

   Proceeds from note payable                        -       -    2,167
   Increase in deferred loan costs                   -       -    (133)
   Principal payments on notes payable          (3,991)   (427) (2,123)
   Distributions to Limited Partner             (2,482)      -        -
   Repayments to General Partner                     -    (153)   (353)
------------------------------------------------------------------------
Net cash used in financing activities           (6,473)   (580)   (442)
------------------------------------------------------------------------
Net increase in cash and cash equivalents          734     130       28
Cash and cash equivalents,
 beginning of year                                 409     279      251
------------------------------------------------------------------------
Cash and cash equivalents,
 end of year                                    $1,143    $409     $279
========================================================================


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


                          PROPERTY RESOURCES FUND VI
                      (A CALIFORNIA LIMITED PARTNERSHIP)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------------

ORGANIZATION AND BUSINESS ACTIVITY

Property  Resources  Fund  VI  (the  "Partnership")  is  a  California  limited
partnership   formed  on  May  3,  1982  for  the  purpose  of   investing   in
income-producing  real  estate.   Property  Resources,   Inc.  is  the  General
Partner.

As  of  December  31,  1998,  there  were  21,585  limited   partnership  units
outstanding.  The units are not freely  transferable  and no public  market for
the units exists or is likely to develop.

As of  December  31,  1998,  the  Partnership  owned  a 174  unit  garden-style
apartment rental property (Clearlake Village  Apartments),  located in Houston,
Texas.  As  discussed  in  Note  3,  the  fee  interest  in  Clearlake  Village
Apartments  is  held  through  the   Partnership's   consolidated   subsidiary,
Property Resources Fund VI Subsidiary,  L.P. (the "Subsidiary").  Management is
currently  marketing  this  property  for sale,  and expects a sale to occur in
1999.

SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION AND BASIS OF PREPARATION
--------------------------------------

The  accompanying  consolidated  financial  statements  include the accounts of
the Partnership  and its  majority-owned  Subsidiary  (Note 3). All significant
intercompany accounts and transactions have been eliminated.
These financial  statements have been prepared on a going concern basis,  which
contemplates  the realization of assets and the  satisfaction of liabilities in
the  normal   course  of  business.   Management   have  decided  to  sell  the
Partnership's  remaining  property  and  dissolve  the  Partnership.   A  proxy
statement  announcing  this intention was sent to members in April 1998 and has
since  been  approved.  No sale  of the  remaining  Property  had  occurred  at
December 31, 1998;  however,  management is currently  actively seeking a buyer
of the  Property.  Accordingly,  it is possible that the  Partnership  will not
continue as a going concern for a reasonable period of time.

The  financial  statements  do not  include  any  adjustments  relating  to the
recoverability  and  classification  of liabilities  that might be necessary if
the  Partnership  will not  continue as a going  concern.  Management  believes
that the  market  value of the  Partnership's  remaining  property  is at least
equal to its book value.  Accordingly,  management does not expect any material
losses to be undertaken  in the event of the  liquidation  of the  Partnership.
However,  there  can be no  assurance  that  the  eventual  sales  price of the
property will not result in a loss or that a sale will be consummated.

ESTIMATES
---------

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.

REAL ESTATE
-----------

Real estate is stated at cost,  adjusted for write-downs  for  impairment,  and
depreciated  using  the  straight-line  method  over 10 to 20  years  for  land
improvements,  10 to 35 years for buildings and  improvements  and 4 to 5 years
for furnishings  and equipment.  Significant  improvements  and betterments are
capitalized.  The cost and  related  accumulated  depreciation  of assets  sold
are  removed   from  the  accounts  and  any  gain  or  loss  is  reflected  in
operations.  Maintenance and repairs are charged to expense when incurred.

Pursuant  to  the  Partnership's  historical  investment  objectives,  property
purchased  has been held for  extended  periods.  During  the  holding  period,
management  periodically,  but at  least  annually,  evaluates  whether  rental
property  has  suffered  impairment  in value.  Management's  analyses  include
consideration of estimated  undiscounted  future cash flows during the expected
holding  period  in  comparison  with  carrying   values,   prevailing   market
conditions  and  other  economic  matters.  In 1986 and 1987,  the  Partnership
recorded  reductions in the carrying  amounts of Clearlake  Village  Apartments
and Grouse Run  Apartments  to state the carrying  amounts at fair value at the
date  of the  adjustments.  Management  currently  intends  to  dispose  of the
remaining  rental property and, in that regard,  commenced  marketing  activity
in 1998.  As of December  31,  1998,  management  believes  that the fair value
exceeds the current  carrying amount;  however,  there can be no assurance that
the eventual sale of the rental  property,  which may occur in the  forthcoming
year, will not result in additional losses.

CASH AND CASH EQUIVALENTS
-------------------------

The  Partnership   classifies  all  highly  liquid  investments  with  original
maturities of three months or less from the date acquired as cash equivalents.

INCOME TAXES
------------

Under  federal  and  state  income  tax  regulations,  the  income or loss of a
partnership  flows through to the partners and is reported on their  individual
income tax  returns;  accordingly,  no  provision  for income  taxes is made in
these consolidated financial statements.

OTHER ASSETS
------------

Other assets  include  deferred loan fees that are  amortized  over the life of
the  related  loan,  which  approximates  the  effective  interest  method.  At
December 31, 1998,  other assets also  included  impound  accounts  held by the
lender of the note payable  collateralized by the Clearlake Village  Apartments
for real estate taxes, insurance and capital improvements.

CONCENTRATION OF CREDIT RISK 
----------------------------

Financial   instruments,   which   potentially   subject  the   Partnership  to
concentrations of credit risk,  consisted  principally of a note receivable and
money  market  securities.  The  Partnership  collected  the full amount on the
note receivable during 1998.

The  Partnership  places excess cash in money market  securities  with Franklin
Money  Fund,  an  investment  company  managed by an  affiliate  of the General
Partner,  and in money  market  securities  of  companies  with  strong  credit
ratings and, by policy, limits credit exposure to any one issuer.

The  Partnership  reserves for potential  credit losses  associated with tenant
receivables,  as  appropriate,  and such losses  have been within  management's
expectations.

REVENUE RECOGNITION 
-------------------

The  properties  are leased to tenants under  short-term  operating  leases for
typically six to twelve month periods.  Revenue is recognized as earned.

NEW PRONOUNCEMENTS BY THE FINANCIAL ACCOUNTING STANDARDS BOARD
--------------------------------------------------------------

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("FAS 130") establishes the disclosure requirements for reporting
comprehensive income in an entity's annual and interim financial statements.
The Partnership has no items of other comprehensive income and accordingly,
net income equals comprehensive income for all periods presented.


                          PROPERTY RESOURCES FUND VI
                      (A CALIFORNIA LIMITED PARTNERSHIP)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Partnership has adopted Statement of Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information", ("FAS
131"), which establishes new requirements for reporting segment
information.   The Partnership has determined that it has one reportable
segment under FAS 131.

NOTE 2 - NOTE RECEIVABLE
------------------------

During 1998 the  Partnership  realized  $237,000 in full  settlement  on a
note receivable.

NOTE 3 - NOTES PAYABLE
----------------------

IN THOUSANDS                                        1998      1997
-------------------------------------------------------------------

CLEARLAKE VILLAGE APARTMENTS
Note payable, collateralized by deed of trust,
bearing interest at a fixed rate of 8.88%,
monthly principal and interest payments of $18     2,121     2,143
until maturity in 2006.

GROUSE RUN APARTMENTS
Amended note payable, collateralized by deed
of trust,
bearing interest at a fixed rate of 9.96%,             -     4,416
monthly principal
payments of $34 until maturity in 1999.
                                               ====================
                                                  $2,121    $6,559
                                               ====================

On  August  12,  1996,  a note  payable  to  affiliate,  collateralized  by the
Clearlake Village  Apartments,  was repaid from the proceeds of a new loan from
an  unaffiliated  lender.  In  connection  with the new loan,  the  Partnership
formed  Property  Resources Fund VI  Subsidiary,  L.P. (the  "Subsidiary")  and
contributed   its  fee  interest  in  Clearlake   Village   Apartments  to  the
Subsidiary.  Although  the  General  Partner  of the  Partnership  is a 1% sole
General   Partner  in  the  Subsidiary,   the  partnership   agreement  of  the
Subsidiary is structured  such that no economic  benefit accrues to the General
Partner  as a result  of the  asset  contribution.  Accordingly,  the  minority
interest of the  Subsidiary's  General  Partner has not been  accounted  for in
the accompanying consolidated financial statements.

On October 1, 1994,  the Grouse Run note  payable was  amended.  The  amendment
was  accounted  for  as  a  troubled  debt  restructuring  in  accordance  with
Statement  of  Financial  Accounting  Standards  No.  15.  The  Partnership  is
carrying the amended note equal to the total future cash  payments  payable and
is  not  recognizing   interest  expense  between  the  restructuring  and  the
maturity of the amended  note.  The  Partnership  fully repaid this loan during
the year ended December 31, 1998  following the sale of Grouse Run  Apartments,
and as a result of the  extinguishment  of this debt, $447 was recognized as an
extraordinary gain.

Aggregate principal payments required in future years are as follows:

(Dollars in thousands)
1999                                  $24
2000                                   26
2001                                   28
2002                                   31
2003                                   34
Thereafter                          1,978
------------------------------------------
                                   $2,121
------------------------------------------


                          PROPERTY RESOURCES FUND VI
                      (A CALIFORNIA LIMITED PARTNERSHIP)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Interest  paid on notes  payable for the years ended  December 31,  1998,  1997
and 1996, was $189,000, $191,000, and $169,000,  respectively.  At December 31,
1998 and 1997 the fair  values  of  notes  payable  approximated  its  carrying
value.  The fair values of notes payable are  estimated  using  interest  rates
offered to the Partnership on debt of similar maturity and risk.

NOTE 4 - DISTRIBUTION OF INCOME
-------------------------------

ALLOCATIONS TO PARTNERS
-----------------------

The limited partnership agreement provides for allocation of income and cash
distributions.  In the periods presented, allocations of income to partners
were calculated as follows:

    Income or loss arising from  operations  was  allocated  95% to the limited
    partners  in the  ratio  of  capital  contributions  and 5% to the  General
    Partner as a partnership management fee.

    Income  or  loss  arising  from  the  sale or  disposition  of  assets  was
    allocated  99% to the  limited  partners  in the  ratio  of  their  capital
    contributions and 1% to the General Partner.

Cash distributions from operations are allocated 100% to the limited partners,
except upon liquidation or termination.


NOTE 5 - TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
-------------------------------------------------------------

TRANSACTIONS WITH GENERAL PARTNER
---------------------------------

Under the  partnership  agreement,  the General  Partner and its affiliates may
receive  compensation for services  rendered to the Partnership and may receive
reimbursement  for  certain  expenses  incurred  on behalf of the  Partnership,
summarized   as  follows  and   reflected  as  related  party  expense  in  the
consolidated statements of income.

(Dollars in thousands)                     1998     1997    1996
-------------------------------------------------------------------

RELATED PARTY EXPENSE
   Property management fees                   $76     $104     $99

   Reimbursement for accounting
     and data processing expenses              21       18      14

   Interest on advances from the General        -        4      30
Partner

   Interest on promissory note
collateralized by                               -        -     111
     the property Clearlake Village
Apartments

                                          =========================
                                              $97     $126    $254
                                          =========================


                          PROPERTY RESOURCES FUND VI
                      (A CALIFORNIA LIMITED PARTNERSHIP)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - TRANSACTIONS WITH GENERAL PARTNER AND AFFILIATES (CONTINUED)
---------------------------------------------------------------------

A  promissory  note  payable to  Franklin  Resources,  Inc.,  the parent of the
General Partner,  which was  collateralized by the Clearlake Village Apartments
was  repaid  on  August  12,  1996  from the  proceeds  of a new  loan  from an
unaffiliated lender (Note 3).

INTEREST DUE TO GENERAL PARTNER
-------------------------------

As of December  31,  1998,  accrued  interest  due to the  General  Partner was
$527,000.  This was accrued on advances  that were  required to pay for various
capital  improvements  and  to  support  operating  cash  flow  deficits.   The
principal portion of the advances was fully repaid in 1997.

NOTE 6 - SALE OF RENTAL PROPERTY
--------------------------------

On June 30, 1998, the  Partnership  sold the Grouse Run Apartments  property to
an  unaffiliated  buyer for a total sales price of $6,902,500  resulting in net
cash proceeds to the  Partnership of $6,625,750.  In connection  with the sale,
the Partnership recognized a gain of $2,049,000.

NOTE 7 - RECONCILIATION TO FEDERAL INCOME TAX BASIS OF ACCOUNTING (UNAUDITED)
-----------------------------------------------------------------------------

The  differences  between  the  accrual  method of  accounting  for  income tax
reporting  and the  accrual  method  of  accounting  used  in the  accompanying
financial statements are as follows:

---------------------------------------------------------------------
(Dollars in thousands)                      1998      1997      1996
---------------------------------------------------------------------

Net income - financial statements          $2,714     $455      $330
Differences resulting from:
  Depreciation                                 23      (54)      (53)
  Interest expense                          (631)     (374)     (374)
  Gain on disposition of property           2,714       48        36
  Other                                        57        -       (32)
======================================================================
Net income (loss) income tax method        $4,877      $75      $(93)
======================================================================

Net taxable income (loss) per limited
  partnership unit and net of amounts
  allocable to the General Partner        $138.50    $3.50    $(4.33)
======================================================================

---------------------------------------------------------------------
(Dollars in thousands)                    1998      1997      1996
---------------------------------------------------------------------
Partners'     capital    (deficit)    -      $558     $326     $(129)
financial statements
Differences resulting from:
  Depreciation                            (2,068)   (4,965)   (4,911)
  Interest Expense                              -   (1,223)     (849)
  Gain on disposition of property               -     (138)     (186)
  Write-down on rental property             1,255    1,452     1,452
  Note restructuring                            -    2,028     2,028
  Note restructuring basis adjustment        (28)   (2,305)   (2,305)
======================================================================
Partners'  capital (deficit) income tax    $(283)  $(4,825)  $(4,900)
method
======================================================================



                          PROPERTY RESOURCES FUND VI
            SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                AS OF, AND FOR THE YEAR ENDED DECEMBER 31, 1998
                            (Dollars in thousands)

<TABLE>
<CAPTION>

                                          Cost
                                      Capitalized
                      Initial         Subsequent To      Gross Amount at Which
                    COST TO FUND      ACQUISITION       CARRIED AT CLOSE OF PERIOD         

                                                                                                               Life on Which
                                                                                                               Depreciaton in
                                                                                 Accum-                        Latest Operations
                                                Carry-       Buildings           ulated     Date of            Statements is 
              Encum-                   Improve-  ing           and               Deprecia-  construc   Date    Computed
Description   brances Land  Buildings  ments    Costs  Land  Improvement  Total  tion       -tion      Acquire  
<S>          <C>      <C>    <C>         <C>           <C>    <C>        <C>     <C>         <C>        <C>       <C>
174 unit
apartment
complex in     
Houston,

Texas        $2,121   $999   $3,662      $447     -    $999   $2,883     $3,882  $1,911      1976       08/82     Note 2
                                                                         Notes 1,
                                                                         3 and 4
</TABLE>



R E A L  E S T A T E  A N D  A C C U M U L A T E D  D E P R E C I A T I O N

NOTES:

(1) The aggregate cost for federal income tax purposes is $4,414.

(2)  Depreciation  is  computed  using  useful  lives of 10-20  years  for land
improvements,  10-35  years  for  buildings,  improvements  and 4-5  years  for
furnishings  and  equipment  and  the  life of the  related  lease  for  tenant
improvements.

(3) The total cost  carried at the close of the  period  has been  adjusted  to
reflect the  Partnership's  reduction in the carrying  values for the apartment
complex located in Houston, Texas.

(4) RECONCILIATION OF REAL ESTATE
                                 1998     1997     1996
                               ---------------------------

Balance at beginning of period  $11,417  $11,217  $11,159

Dispositions                    (7,561)        -        -

Improvements                         26      200       58
                               ---------------------------

Balance at end of period         $3,882  $11,417  $11,217
                               ===========================

(5) RECONCILIATION OF ACCUMULATED DEPRECIATION
                              
                                 1998     1997     1996
                               ---------------------------

Balance at beginning of period   $4,708   $4,420   $4,128

Dispositions                    (2,983)        -        -

Depreciation  expense  for the      186      288      292
period
                               ---------------------------

Balance at end of period         $1,911   $4,708   $4,420
                               ===========================



Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


Item 10.  DIRECTORS  AND  EXECUTIVE  OFFICERS OF THE  GENERAL  PARTNER AND THE 
ADVISOR

The  Partnership  does not now,  nor will it in the future,  have  directors or
executive  officers.   Property   Resources,   Inc.  (the  "General  Partner"),
manages  and  directs   the  affairs  of  the   Partnership   and  has  general
responsibility  in all matters  affecting the business of the Partnership.  The
officers and directors of the General Partner are as follows:

NAME                    POSITION
David P. Goss           Chief  Executive  Officer,   President and a Director
Charles B. Johnson      Director
Rupert H. Johnson, Jr.  Director
Charles E. Johnson      Director
Richard S. Barone       Senior  Vice  President  -  Legal  and Secretary
Martin L. Flanagan      Vice  President  -  Finance  and Chief Financial Officer
Mark A. TenBoer         Vice President - Asset Management
David N. Popelka        Vice President - Asset Management

Principal  officers  of the  subsidiary  of the  General  Partner,  Continental
Property Management Co., are as follows:

Thomas J. Bennett       President,   Chief  Financial  Officer
                        and Sole Director

DAVID P. GOSS, age 51, is Chief  Executive  Officer,  President and Director of
the  General  Partner  (1987 to  date).  He is also  Chief  Executive  Officer,
President  and  Director of  Property  Resources  Equity  Trust (1987 to date),
Franklin  Properties,  Inc.  (1988 to date) and  Franklin  Select  Realty Trust
(1989 to date).  Previously,  he was Corporate  Counsel of Franklin  Resources,
Inc.  Prior to joining  Franklin  Resources,  Inc.,  Mr.  Goss served as Senior
Vice  President  -Legal of a real estate  investment  and  property  management
company.  Prior to that,  he was with the  Securities  and Exchange  Commission
in San Francisco,  California.  Mr. Goss has a B.A.  degree from the University
of  California,  Berkeley,  and a J.D.  degree  from  the New  York  University
School of Law.

CHARLES B. JOHNSON, age 66, is President, Chief Executive Officer and
Director, Franklin Resources, Inc.; Chairman of the Board and Director,
Franklin Advisers, Inc., Franklin Advisory Services, Inc., Franklin
Investment Advisory Services, Inc. and Franklin Templeton Distributors, Inc.;
Director, Franklin/Templeton Investor Services, Inc. and Franklin Templeton
Services, Inc.; officer and/or director or trustee, as the case may be, of
most of the other subsidiaries of Franklin Resources, Inc. and of 50 of the
investment companies in the Franklin Templeton Group of Funds.

RUPERT H. JOHNSON, JR., age 58, is Executive Vice President and Director,
Franklin Resources, Inc. and Franklin Templeton Distributors, Inc.; President
and Director, Franklin Advisers, Inc. and Franklin Investment Advisory
Services, Inc.; Senior Vice President and Director, Franklin Advisory
Services, Inc.; Director, Franklin/Templeton Investor Services, Inc.; and
officer and/or director or trustee, as the case may be, of most of the other
subsidiaries of Franklin Resources, Inc. and of 53 of the investment
companies in the Franklin Templeton Group of Funds.

Charles B. Johnson and Rupert H. Johnson, Jr. are brothers.

CHARLES E. JOHNSON, age 42, is Senior Vice President and Director, Franklin
Resources, Inc.; Senior Vice President, Franklin Templeton Distributors,
Inc.; President and Director, Templeton Worldwide, Inc.; Chairman and
Director, Templeton Investment Counsel, Inc.; Vice President, Franklin
Advisers, Inc.; officer and/or director of some of the other subsidiaries of
Franklin Resources, Inc.; and officer and/or director or trustee, as the case
may be, of 34 of the investment companies in the Franklin Templeton Group of
Funds.


RICHARD S. BARONE,  age 48, is Senior Vice  President - Legal and  Secretary of
the  General  Partner  (1988  to  date).  He  is  also  Secretary  of  Franklin
Properties,  Inc.,  Property  Resources Equity Trust and Franklin Select Realty
Trust  (1989 to date).  He is also  Senior  Vice  President - Legal of Franklin
Properties,  Inc. (1988 to date) and Corporate  Counsel of Franklin  Resources,
Inc.  (1988 to date).  Previously,  Mr.  Barone was  employed  by the Robert A.
McNeil  Corporation  as Corporate  Counsel from 1982 until June,  1987,  during
which  period  he also  held the  positions  of Vice  President-Legal  (1984 to
1987) and  Secretary  (1986 to 1987).  Prior to 1982,  he was in a private  law
practice in San Mateo,  California.  Mr.  Barone  received a B.A.  degree and a
J.D.  degree  from the  University  of San  Francisco.  He is a  member  of the
State Bar of California.

MARTIN L.  FLANAGAN,  age 38, is Vice  President - Finance and Chief  Financial
Officer of the General  Partner,  Property  Resources Equity Trust and Franklin
Properties,  Inc., Inc. (1993 to date).  He is also Senior Vice President,  and
Chief  Financial  Officer of Franklin  Resources,  Inc.;  Senior Vice President
and Treasurer of  Franklin/Templeton  Distributors,  Inc.,  Franklin  Advisers,
Inc., and Franklin  Institutional  Services Corporation;  Treasurer of Franklin
Management,  Inc.,  and  Franklin  Trust  Company;  Senior  Vice  President  of
Franklin/Templeton  Investor  Services,  Inc.  and  Franklin  Agency,  Inc.;  a
Director  of  Templeton/National   Bank  of  Greece  Management   (Luxembourg),
Templeton Investment  Management  (Singapore),  Templeton Investment Management
(Hong Kong),  Templeton  Funds  Investment  Annuity  Company,  Templeton  Funds
Trust  Company,  Templeton  Funds  Management,  Inc.,  Templeton  Holding Ltd.,
Templeton/Franklin  Investment  Services,  Inc., Templeton Life Assurance Ltd.,
Templeton  Quantitative Advisors,  Inc., Templeton Emerging Markets,  Templeton
Management  (Luxembourg),  Templeton Unit Trust  Managers,  Ltd., and Templeton
Investment  Management,  Ltd.  (Edinburgh);  Executive  Vice  President,  Chief
Operating  Officer and a Director of Templeton  Worldwide,  Inc. and  Templeton
International,  Inc.;  Executive  Vice  President  and  a  Director  of  T.G.H.
Holdings,  Ltd.;  Chairman of the Board of Templeton Global Strategic Services,
Inc.;  General  Manager  of  Templeton   Financial  Advisory  Services,   S.A.;
Managing  Director of Templeton  Global  Investors,  Ltd.;  President and Chief
Executive Officer of Templeton Global  Investors;  and Executive Vice President
and a Director  of  Templeton,  Galbraith  &  Hansberger,  Ltd.  and  Templeton
Investment  Counsel,  Inc.  From 1982 to 1983,  he was an  auditor  for  Arthur
Andersen  &  Company.  Mr.  Flanagan  received  a  B.A.  degree  from  Southern
Methodist  University  and is a  Certified  Public  Accountant  and a Chartered
Financial  Analyst.  He is  currently  a member of the  American  Institute  of
Certified  Public  Accountants  and  the  International  Society  of  Financial
Analysts.

MARK A. TENBOER,  age 42, is Vice President - Asset  Management for the General
Partner,  Property Resources,  Inc. (1991 to date). He is also Vice President -
Finance and Chief  Financial  Officer of Franklin  Select Realty Trust (1993 to
date).  From  1983  to  1991  he  was  Director  -  Portfolio   Management  and
Controller of the General  Partner and Franklin  Properties,  Inc.  Previous to
his  employment  with  the  General  Partner  he was  associated  with  Genstar
Corporation  as  Supervisor  -  Internal  Audit  from  1980  to 1983  and  with
Deloitte  Haskins & Sells as an auditor  from 1978 to 1980.  He received a B.S.
degree  in  Accounting  from the  University  of  Illinois.  Mr.  TenBoer  is a
Certified Public Accountant and a real estate broker.

DAVID N.  POPELKA,  age 46, has served  since  1992 as Vice  President  - Asset
Management  for  the  General  Partner,   Property  Resources,  Inc.  Prior  to
joining  the  General  Partner,  Mr.  Popelka  was Vice  President  - Portfolio
Management   for  the   Glenborough   Management   Company  in  Redwood   City,
California.  Mr.  Popelka  is a  graduate  of  Illinois  State  University  and
received a Masters  degree in Business  Administration  from the  University of
Washington  Graduate  School of Business.  He has been a guest lecturer on real
estate  investments  and finance at Golden Gate  University.  Mr.  Popelka is a
real estate broker licensed by the State of California.

THOMAS  J.  BENNETT,  age  50,  has  served  since  1988  as the  President  of
Continental  and since 1989 as sole  Director  and Chief  Financial  Officer of
Continental.  Previously,  he served as Regional Vice  President,  Utah Region,
of  Continental.  From  1983 to  1986,  Mr.  Bennett  was  employed  as  Senior
Property  Manager  with  Prowswood  Ltd.,  in  Utah,  and the  Irvine  Company,
Irvine,  California.  He is a graduate of California  State  University at Long
Beach and is a  Certified  Property  Manager of the  Institute  of Real  Estate
Management.

Item 11. EXECUTIVE COMPENSATION

The  Partnership is a limited  partnership and has no officers or directors who
were paid any direct  remuneration.  As  discussed  in Item 13 below,  however,
the  Partnership  is managed by its  General  Partner  and does pay for various
services provided by the General Partner.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of  December  31,  1998,  no  person  is  known  by  the  Registrant  to own
beneficially, more than five percent (5%) of the Units.

The Partnership is a limited  partnership and has no officers or directors.  As
of  December  31,  1998,  no  director,  officer  or  employee  of the  General
Partner,  performing  functions  similar to those of an  officer,  beneficially
owned, either directly or indirectly, any partnership units.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Partnership  pays  fees  for  various  services  provided  by the  General
Partner  to  the   Partnership.   In  connection  with  the  formation  of  the
Partnership,  Property  Resources,  Inc.  contributed  $3,000 to the capital of
the  Partnership.  Property  Resources,  Inc. will receive  compensation in the
following amounts for the following  services rendered  (capitalized  terms are
defined in the Certificate  and Agreements of Limited  Partnership as set forth
in the Prospectus  filed with the Securities and Exchange  Commission  pursuant
to Rule 424(b) and are incorporated herein by reference):

      1.For  management  of  the  Partnership  properties,   Continental
Property  Management Co. (CPMC), an affiliate of Property  Resources,  Inc., is
entitled  to  receive  a  monthly  management  fee  equal to 5% of the  monthly
collected  gross  revenues.  However,  such  amounts  are  not  to  exceed  the
prevailing   rates  for  comparable   services  in  the  localities  where  the
properties  are  located.  In 1998,  property  management  fees of $76,000 were
accrued or paid to CPMC.

      2.  As  compensation  for  its  services  in  managing  the  Partnership,
Property  Resources,  Inc. is entitled to receive  partnership  management fees
equal to 5% of the Adjusted  Funds  Provided by Operations  After Debt Service.
In 1998, no partnership management fees were paid to Property Resources, Inc.

      3. As  compensation  to the General  Partner in connection  with the sale
of the  Partnership  properties,  the General  Partner is entitled to receive a
Subordinated  Real Estate  Commission from the  Partnership.  The  Subordinated
Real Estate  Commission  shall not exceed the lesser of (i) a percentage of the
gross  sales  price of the  property  sold  equal  to  one-half  of the  normal
competitive  rate  charged for similar  services by  unaffiliated  parties that
render such  services  as an ongoing  public  activity  in the same  geographic
location  for  comparable  property;  or (ii) three  percent  (3%) of the gross
sales price of the  property.  The payment of the  commission  is also  subject
to  other   requirements   as  set  forth  in  Paragraph  9.5  of  the  Limited
Partnership   Agreement.   The   payment  of  the   Subordinated   Real  Estate
Commission  shall be made only after the Limited  Partners receive an aggregate
amount,  in cash,  which  when added to prior  Distributions,  equal (i) to the
total Original  Invested  Capital of the Limited Partners plus (ii) a per annum
return on their  Adjusted  Invested  Capital  equal to six percent  (6%) in the
Partnership's  first calendar year or a portion  thereof,  increasing  annually
in an amount of one  percent  (1%)  until it  reaches  the rate of ten  percent
(10%)  in the  fifth  year,  then  ten  percent  (10%)  per  annum  thereafter,
commencing  at the time  each  original  Limited  Partner  is  admitted  to the
Partnership.  In 1998, no  Subordinated  Real Estate  Commissions  were paid to
the General Partner.

      4. As additional  compensation  for services  rendered in connection with
the management and operation of the  Partnership,  the General Partner shall be
entitled  to  receive  a  Subordinated  Incentive  Fee equal to 15% of the Cash
From Sales or Refinancing  remaining  after the  Partnership has distributed to
the  Limited   Partners  an   aggregate   amount  which  when  added  to  prior
Distributions  to  Holders  is equal  to:  (i) the total of  Original  Invested
Capital plus (ii) a per annum return on their Adjusted  Invested  Capital equal
to 6% in the Partnership's  first calendar year or portion thereof,  increasing
annually  in an amount of 1% until it reaches a rate of 10% in the fifth  year,
then 10% per annum  thereafter,  commencing at the time each  original  Limited
Partner is  admitted to the  Partnership.  No  Incentive  Fees were paid to the
General Partner in 1998.

      5.  Net  income  and net  loss  from  operations  of the  Partnership  is
allocated 5% to the General Partner and 95% to the Limited Partners.

      6. Under the  Limited  Partnership  Agreement,  the  General  Partner may
receive   reimbursement   for  certain  expenses  incurred  on  behalf  of  the
Partnership.   In  1998,  the  General  Partner  was  reimbursed   $21,000  for
accounting   and  data   processing   costs  and   services   provided  to  the
Partnership.

Advances from the General Partner at December 31, 1998,  consisted  entirely of
accrued  interest  of  $527,000.  Interest  on advances is accrued at the prime
rate,  which was 8.25%  from  January  to March of 1997 and was 8.5% from April
1997  onwards.  The  Partnership  incurred no interest  expense on advances for
the year ended December 31, 1998.

The  Partnership  has not issued any  warrants,  options or rights to  purchase
its  securities.  No officer or member of management of the General  Partner is
indebted to the  Partnership.  There were no  transactions  in which any of the
following  persons  had or is to have a direct or  indirect  material  interest
other than that set forth  above:  (i) any  officer,  director  or nominee  for
election as director of the General  Partner;  (ii) any security  holder owning
more than 5% of the Partnership's  securities;  or (iii) any relative or spouse
of any of the foregoing  persons,  or any relative to such spouse,  who has the
same  home as such  person  or who is a  director  or  officer  of the  General
Partner of the Partnership.

                               PART IV


Item 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)     1. The financial  statements and schedules of the Partnership  included
        in Item 8 of the report are listed on the index on page 8.

      2. The  supplemental  financial  statement  schedule  of the  Partnership
        included in Item 8 of this report is listed on the index on page 8.

      3.  Exhibits:

           (3)  Partnership Agreement1
           (10) Material contracts2
                  Franklin Resources, Inc. Promissory Note

      1 Documents  were  filed  in  the  Partnership's  Form  S-11  Registration
      Statement  (Registration  No.  2-77330)  and are  incorporated  herein by
      reference.

      2 Documents  were  filed  on Form 8,  dated  December  30,  1993,  and are
      incorporated herein by reference.

(b)   Reports on Form 8-K.

      The  Partnership  did not file any reports on form 8-K during the quarter
ended December 31, 1998.

                              SIGNATURE


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


                          PROPERTY RESOURCES FUND VI
                          (Registrant)


Date:                                               By:

                               David P. Goss
                               Chief Executive Officer



Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  this
report  has been  signed  below  by the  following  persons  on  behalf  of the
registrant, and in the capacities and on the dates indicated.



SIGNATURE               TITLE              DATE



                        Chief    Executive
                        Officer
------------------------                   ----------------
David P. Goss


                        Director
------------------------                   ----------------
Charles B. Johnson


                        Director
------------------------                   ----------------
Rupert H. Johnson, Jr.


                        Director
------------------------                   ----------------
Charles E. Johnson