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, 1997. Commission File No. 2-77330

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

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

P.O. Box 7777, San Mateo, CA                 (650) 312-5824
94403-7777
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(Address of principal and executive          Registrant's telephone number,
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, 1997:  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 intended to dispose of
its properties  approximately  five to eight years after their acquisition and
thereupon  liquidate the Partnership.  However,  depressed real estate markets
in the areas where the Partnership's  properties are located have required the
Partnership  to  extend  its  holding  period  in an  effort  to  improve  the
opportunity of recovering  some of the loss in value of the  portfolio.  There
is no assurance that the Partnership will be successful in this regard.

As of December  31,  1997,  the  Partnership  had acquired an interest in five
real estate assets 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 the
properties  located in San Antonio,  Texas; Salt Lake City, Utah and Campbell,
California.

Management is currently  marketing the remaining  properties  for sale,  and a
sale of one or both of the properties may occur in 1998.

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,  including the possibility that operating expenses
and  fixed  costs  may  exceed  property  revenues;  economic  conditions  may
adversely  change further in the markets 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  properties  may  deteriorate;  and
other factors which are beyond the control of the Partnership  may occur.  The
Partnership's  real estate investments in rental properties 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 properties 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 any
particular  property by the Partnership will be subject to the risk of adverse
changes in real estate market  conditions,  which may vary  depending upon the
size, location and type of each property.

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 areas  where the  Partnership  owns  properties.  In the
event of such shortages,  price  increases or allocations  may occur,  and the
operation of such  properties 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 properties 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 Company  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 Company  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 Company  property must be removed or the release of such
substances  remediated,  the Company could be required to pay all costs of any
necessary cleanup work, although under certain  circumstances,  claims against
other  responsible  parties  could be made by the Company.  The Company  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 Company 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 Company  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 Company's  properties  were not in compliance,  the Company
may be  subjected  to  unanticipated  expenditures  incurred to remove  access
barriers, or to pay fines or damages related to such non-compliance.

The Company'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.  The  property
acquisitions were as follows:  Clearlake Village Apartments  (formerly Village
South) in August,  1982;  Waterbury  Plaza office  complex in December,  1982;
Space Savers One and Space Savers Three  mini-warehouses  in April,  1983; and
1600 Dell  Avenue  office/warehouse  in  December,  1983.  In July  1984,  the
Partnership  completed  construction of a 244-unit  apartment complex known as
Grouse Run Apartments in Oklahoma  City,  Oklahoma.  The  investment  phase of
the  Partnership is complete and the  Partnership  does not intend to purchase
additional  properties.  On June 26, 1990, the Waterbury  Plaza office complex
was lost to  foreclosure.  On November  16,  1988,  1600 Dell Avenue was sold.
On June 6, 1994, Space Savers One and Space Savers Three  mini-warehouses were
sold,  but continued to be operated by the Company for one year after the sale
per the terms of a lease-back agreement.

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

The  buildings  and the land upon which the  buildings  are  located are owned
directly by the Partnership in fee.  Clearlake  Village  Apartments and Grouse
Run Apartments  are subject to mortgages as more fully  described in the notes
to  the  financial   statements   included  in  Item  8.  In  the  opinion  of
management,  the level of insurance coverage is adequate for each 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, 1997,  monthly  rental rates ranged from $400 to $550
and the  occupancy  rate was 92%.  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 8.875% and matures in 2006.

GROUSE RUN APARTMENTS

On August 19, 1983,  the  Partnership  entered into  various  agreements  with
Robertson  Homes ("RH") a division of the Catwil  Corporation.  The agreements
included a purchase/sale  agreement,  construction management agreement and an
operating   management   agreement.   Pursuant   to  these   agreements,   the
Partnership  acquired  a 10-acre  site in  northwest  Oklahoma  City and began
construction of the Grouse Run Apartments.  The  construction was completed in
phases  by RH  pursuant  to a  fixed-price  agreement  with  final  completion
occurring in July, 1984. The project  consists of 31 two-story  buildings with
a total of 201,524  square feet of leasable  area.  There are 244 rental units
as  follows:   120  one-bedroom,   one-bath  units  of  702  square  feet,  44
two-bedroom,  one-bath units of 871 square feet and 80  two-bedroom,  two-bath
units of 987 square  feet.  As of December  31,  1997,  monthly  rental  rates
ranged  from  $370 to $500  per unit and the  occupancy  rate was 93%.  A loan
secured by the property was  negotiated in 1994 with a fixed  interest rate of
9.96% , amortized on a 30-year  schedule.  The Note has an original  principal
balance of $3,884,000 and it matures on October 1, 1999.


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, 1997, 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,  1997,  there  were  21,585  limited  partnership  units
outstanding  and  1,136  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

The following  selected  financial  data for the  Partnership is as of and for
the years ended,  December 31, 1997,  1996,  1995, 1994 and 1993. The data was
derived from the audited  financial  statements of the  Partnership and should
be read in  conjunction  with  the  financial  statements  and  related  notes
included in Item 8.

<TABLE>
<CAPTION>
(Dollars in Thousands,
 except per unit amounts)          1997        1996       1995        1994         1993
-------------------------------- ---------- ----------- ---------- ------------ ----------

<S>                                <C>         <C>        <C>         <C>          <C>
Total revenue                      $2,122      $2,039     $2,178      $2,614       $2,275
Gain on note restructure                -           -          -        $272            -

Net income (loss)                    $455        $330       $430        $663       $(185)

Net income (loss) per unit1        $20.01      $14.50     $18.95      $29.56      $(8.15)
Number of limited partnership
  units outstanding                21,585      21,585     21,585      21,585       21,585

Balance sheet data:
  Total assets                     $7,661      $7,809     $7,696      $7,960       $9,848
  Notes payable                    $6,559      $6,986     $6,942      $7,363      $10,108
  Accumulated partners' capital
  (deficit)                          $326      $(129)     $(459)      $(889)       $1,552

Other Data:
  Cash Flows
    Operating                        $827        $466       $826        $545         $164
    Investing                      $(117)          $4        $14        $289        $(26)
    Financing                      $(580)      $(442)     $(720)      $(819)        $(77)


Total rentable square footage
at the end of period:             321,104     321,104    321,104     321,104      423,519
Number of properties at end of
period                                  2           2          2           2            4

------------------------------
</TABLE>

1Per  $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, 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 (see note 2 to the Consolidated Financial Statements).

COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995.

Net income for the year ended  December 31, 1996 was  $330,000,  a decrease of
$100,000 as compared  to net income of $430,000 in 1995.  The  decrease in net
income was  primarily  a result of the end of the lease  back  period of Space
Savers One and Three in June 1995 and other  factors  as more fully  described
below.

Total revenue for the year ended  December 31, 1996,  decreased  $139,000,  or
6%,  compared to 1995 primarily as a result of the reduced  revenues after the
end of the  lease  back  period of a tenant of  $245,000  which was  partially
offset by an increase in rental  revenue at the  remaining  two  properties of
the   Partnership   of  $78,000.   The  increase  in  rental  revenue  at  the
Partnership's  two  remaining  properties  resulted  from an  increase  in the
rental  rates at the  properties  and to an increase in the average  occupancy
rate at the Grouse Run  Apartments.  The average  occupancy rate at the Grouse
Run Apartments  increased from 89% in 1995 to 93% in 1996.  Clearlake  Village
Apartment's  average  occupancy  rate  remained at 94%. In addition,  interest
revenue decreased $6,000 due to the reduced balance of the note receivable.

Total expenses for the year ended  December 31, 1996,  decreased  $39,000,  or
2%, from  $1,748,000  in 1995 to  $1,709,000  in 1996.  The  decrease in total
expenses in 1996 was  primarily  attributable  to a decrease in related  party
expenses  of  $125,000  as a  result  of a  decrease  in  accounting  and data
processing  expenses,  interest  earned on advances due to the reduced balance
of advances from the General  Partner and interest  earned on the note payable
to  affiliate  due to the  note  being  paid  off in  August,  1996.  Interest
expense  increased  $82,000  in  1996  as a  result  of the  note  payable  to
affiliate  being  paid  in  full  from  the  proceeds  of a new  loan  from an
unaffiliated lender.


LIQUIDITY AND CAPITAL RESOURCES

As of  December  31,  1997,  the  Partnership  had two  operating  properties:
Clearlake Village Apartments,  and Grouse Run Apartments. The Partnership owns
fee  interests  in the  buildings  and the land upon which the  buildings  are
located,  and all  Partnership  properties  are subject to mortgages,  as more
fully described in Note 3 to the consolidated  financial  statements  included
in Item 8.

As of December 31, 1997, cash and cash  equivalents  totaled  $409,000.  As of
December 31, 1997, the Partnership owed accrued  interest of $527,000,  to the
General  Partner  on  advances  that  were  made  to pay for  various  capital
improvements  and to support  operating  cash flow  deficits.  Although  these
advances were fully repaid in 1997, 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 any long-term  capital
commitments and operating requirements.

On August 12,  1996,  the 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.

The  Partnership   presently  believes  that  funds  available  from  improved
operations  and from its note  receivable  due in 1999 will permit it to repay
advances owed to the General  Partner.  The Partnership also believes that the
present trend toward  improved  operations at its properties will permit it to
repay the  Grouse Run note  payable  due in 1999  either  from the sale of the
property  or  a  loan  refinancing.   Furthermore,   management  is  currently
marketing  the  properties  for  sale,  and a  sale  of  one  or  both  of the
properties may occur as early as 1998.


IMPACT OF INFLATION

The  Partnership's  management  believes  that  inflation  may have a positive
effect on the  Partnership's  property  portfolio,  but this effect  generally
will not be fully realized until such properties are sold or exchanged.


YEAR 2000

The  Partnership is in the process of assessing the impact of Year 2000 issues
on its  computer  systems  and  applications.  At this  time  the  Partnership
believes that the costs  associated  with resolving these issues will not have
a material effect on the financial statements.


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, 1997 and 1996            10

Consolidated Statements of Income for the Years                         11
   Ended December 31, 1997, 1996 and 1995

Consolidated Statements of Partners' Capital (Deficit) for the          12
   Years Ended December 31, 1997, 1996 and 1995

Consolidated Statements of Cash Flows for the Years                     13
   Ended December 31, 1997, 1996 and 1995

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



The Partners
Property Resources Fund VI

We have  audited  the  accompanying  consolidated  balance  sheets of Property
Resources Fund VI as of December 31, 1997 and 1996,  the related  consolidated
statements of income,  partners' capital (deficit), and cash flows for each of
the three years in the period  ended  December  31,  1997,  and the  financial
statement  schedule  of  Real  Estate  and  Accumulated  Depreciation.   These
financial   statements   and  the   financial   statement   schedule  are  the
responsibility of Property  Resources Fund VI 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 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 consolidated  statements referred to above present fairly,
in all material  respects,  the financial  position of Property Resources Fund
VI as of December 31, 1997 and 1996,  and the results of their  operations and
their cash flows for each of the three years in the period ended  December 31,
1997,  in  conformity  with  generally  accepted  accounting  principles.   In
addition,  in our opinion, the financial statement schedule referred to above,
when  considered  in relation  to the basic  financial  statements  taken as a
whole, presents fairly, in all material respects,  the information required to
be included therein.



                                                      COOPERS & LYBRAND L.L.P.


San Francisco, California
January 26, 1998



                           PROPERTY RESOURCES FUND VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996


(Dollars in thousands)                                     1997          1996
--------------------------------------------------------------------------------
ASSETS:
Real estate:
  Land                                                    $2,239        $2,239
  Land improvements                                          781           763
  Buildings and improvements                               7,347         7,174
  Furnishings and equipment                                1,050         1,041
--------------------------------------------------------------------------------
                                                          11,417        11,217
  Less: accumulated depreciation                           4,708         4,420
--------------------------------------------------------------------------------
Total real estate, net                                     6,709         6,797

Cash and cash equivalents                                    409           279
Note receivable                                              237           320
Other assets, net                                            308           413
--------------------------------------------------------------------------------
Total assets                                              $7,661        $7,809
================================================================================

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):
Liabilities:
  Notes payable                                           $6,559        $6,986
  Advances from General Partner                                -           153
  Accrued interest due to General Partner                    527           524
  Deposits and other liabilities                             249           275
--------------------------------------------------------------------------------
Total liabilities                                          7,335         7,938
--------------------------------------------------------------------------------

Partners' capital (deficit):
  Limited   partners,   21,585  units  issued  and           766           334
  outstanding
  General Partner                                          (440)         (463)
--------------------------------------------------------------------------------
   Total partners' capital (deficit)                         326         (129)
================================================================================
   Total   liabilities   and   partners'   capital        $7,661        $7,809
   (deficit)
================================================================================



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, 1997, 1996 AND 1995


(Dollars in thousands, except per unit amounts)        1997     1996      1995
--------------------------------------------------------------------------------

REVENUES:
  Rent                                                $2,088   $2,000    $2,133
  Interest  and dividends                                 34       39        45
--------------------------------------------------------------------------------
    Total revenues                                     2,122    2,039     2,178
--------------------------------------------------------------------------------

EXPENSES:
  Interest, other than related party                     204       88         6
  Depreciation                                           288      291       287
  Property Operating                                   1,032    1,055     1,054
  Related party                                          126      254       379
  General and administrative                              17       21        22
--------------------------------------------------------------------------------
    Total expenses                                     1,667    1,709     1,748
--------------------------------------------------------------------------------

NET INCOME                                              $455     $330      $430
================================================================================


Net income allocable to limited partners                $432     $313      $409
================================================================================

Net income allocable to General Partner                  $23      $17       $21
================================================================================

Net  income per $500 limited partnership unit-based
 on 21,585 units outstanding                          $20.01   $14.50    $18.95
================================================================================



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, 1997, 1996 AND 1995


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

Balance, January 1, 1995                21,585     $(388)      $(501)     $(889)

Net income                                   -        409          21        430
--------------------------------------------------------------------------------
Balance, December 31, 1995              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
================================================================================



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, 1997, 1996 AND 1995

(Dollars in thousands)                                  1997      1996     1995
--------------------------------------------------------------------------------

Net income                                              $455      $330     $430
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Depreciation and amortization                         301       304      293
   Decrease (increase) in other assets                    94     (260)       77
   Increase in accrued interest                            3        31       58
   (Decrease) increase in deposits
     and other liabilities                              (26)        61     (32)
--------------------------------------------------------------------------------
Net cash provided by operating activities                827       466      826

   Improvements to rental property                     (200)      (58)     (97)
   Principal payments on note receivable                  83        62      111
--------------------------------------------------------------------------------
Net cash (used in) provided by investing activities    (117)         4       14

   Proceeds from note payable                              -     2,167        -
   Increase in deferred loan costs                         -     (133)        -
   Principal payments on notes payable                 (427)   (2,123)    (421)
   Payments to General Partner                         (153)     (353)    (299)
--------------------------------------------------------------------------------
Net cash used in financing activities                  (580)     (442)    (720)
--------------------------------------------------------------------------------
Net increase in cash and cash equivalents                130        28      120
Cash and cash equivalents,
 beginning of year                                       279       251      131
--------------------------------------------------------------------------------
Cash and cash equivalents,
 end of year                                            $409      $279     $251
================================================================================



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,  1997,  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, 1997, the Partnership owned  garden-style  apartment rental
properties  aggregating  418 units  including  Clearlake  Village  Apartments,
located in  Houston,  Texas,  and Grouse Run  Apartments,  located in Oklahoma
City,  Oklahoma.  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 the  properties for sale, and a sale of one
or both of the properties may occur as early as 1998.

SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

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.

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  Company'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 an 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



                           PROPERTY RESOURCES FUND VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

carrying  amounts  at fair  value at the date of the  adjustments.  Management
currently  intends to dispose of the rental  properties  and, in that  regard,
expects to commence  marketing  activity in 1998.  As of  December  31,  1997,
management  believes  that  the  net  realizable  value  exceeds  the  current
carrying amount;  however, there can be no assurance that the eventual sale of
the  rental  properties,  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, 1997,  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 consist  principally  of a note  receivable and
money  market  securities.  As of  December  31,  1997,  payments  on the note
receivable are current.

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,  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.



                           PROPERTY RESOURCES FUND VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - NOTE RECEIVABLE

The  note  receivable  is  secured  on a second  deed of  trust on a  property
formerly owned by the Partnership and requires monthly  principal and interest
payments of $9,863 until maturity on November 15, 1999.


NOTE 3 - NOTES PAYABLE

IN THOUSANDS                                               1997       1996
----------------------------------------------------------------------------

CLEARLAKE VILLAGE APARTMENTS
Note payable, collateralized by deed of trust,
bearing interest at a fixed rate of 8.875%, monthly
principal and interest payments of $17,571 until          $2,143     $2,162
maturity in 2006.

GROUSE RUN APARTMENTS
Amended note payable, collateralized by deed of
trust,
bearing interest at a fixed rate of 9.96%, monthly
principal                                                 $4,416      4,824
payments of $33,970 until maturity in 1999.
                                                     -----------------------
                                                          $6,559     $6,986
                                                     =======================

On August 12,  1996,  the 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  and, 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.

Aggregate principal payments required in future years are as follows:

(Dollars in thousands)
1998                                       $429
1999                                      4,032
2000                                         26
2001                                         28
2002                                         31
Thereafter                                2,013
------------------------------------------------
                                         $6,559
================================================

Interest  paid on notes  payable for the years ended  December 31, 1997,  1996
and 1995, was $191,000, $169,000, and $179,000, respectively.



                           PROPERTY RESOURCES FUND VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - DISTRIBUTION OF INCOME

ALLOCATIONS TO PARTNERS

The  limited   partnership   agreement   provides   for  the   following
allocations to partners:

    Cash available for distribution from operations,  as defined, is allocated
    95% to the limited partners in the ratio of capital  contributions  and 5%
    to the General Partner as a partnership management fee.

    Income  and  losses  from  operations  are  allocated  95% to the  limited
    partners  in  the  ratio  of  their  capital  contributions  and 5% to the
    General Partner.

    Net proceeds from the refinancing of debt or sale of partnership  property
    are allocated first to the limited  partners in an amount which when added
    to prior  distributions will equal capital  contributions plus a specified
    return ranging from 6% to 10% per annum on adjusted invested  capital,  as
    defined.  After payment of a  subordinated  real estate  commission to the
    General Partner,  any remaining  proceeds are allocated 85% to the limited
    partners and 15% to the General Partner.


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.

(Dollars in thousands)                               1997      1996     1995
-----------------------------------------------------------------------------

Property management fees,
  charged to related party expense                   $104      $99       $96

Reimbursement for accounting
  and data processing expenses,
  charged to related party expense                    $18      $14       $44

Interest on advances from the General Partner,
  charged to related party expense                     $4      $30       $59

Interest on promissory note collateralized by
  the property Clearlake Village Apartments,
  charged to related party expense                      -     $111      $180



                           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 FROM GENERAL PARTNER

As of December  31,  1997,  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  were fully  repaid in 1997.  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.


NOTE 6 - 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)                             1997       1996        1995
-------------------------------------------------------------------------------

Net income - financial statements                   $455       $330       $430
Differences resulting from:
  Depreciation                                      (54)       (53)      (106)
  Interest expense                                 (374)      (374)      (475)
  Amortization of capitalized interest
    on debt restructuring                              -          -          -
  Gain on disposition of property                     48         36         65
  Gain on restructuring of note                        -          -          -
  Other                                                -       (32)          -
-------------------------------------------------------------------------------
Net income (loss) income tax method                  $75      $(93)      $(86)
===============================================================================

Net taxable income (loss) per limited
  partnership unit and net of amounts
  allocable to the General Partner                 $3.50    $(4.33)    $(3.66)
===============================================================================

                                                                     RESTATED
-------------------------------------------------------------------------------
(Dollars in thousands)                             1997       1996       1995
-------------------------------------------------------------------------------
Partners'   capital   (deficit)  -  financial       $326     $(129)     $(459)
statements
Differences resulting from:
  Depreciation                                   (4,965)    (4,911)    (4,853)
  Interest Expense                               (1,223)      (849)      (473)
  Gain on disposition of property                  (138)      (186)      (222)
  Write-down on rental property                    1,452      1,452      1,452
  Note restructuring                               2,028      2,028      2,028
  Note restructuring basis adjustment            (2,305)    (2,305)    (2,285)
===============================================================================
Partners' capital (deficit) income tax method   $(4,825)   $(4,900)   $(4,802)
===============================================================================


<TABLE>
<CAPTION>
                                                     PROPERTY RESOURCES FUND VI
                                             SCHEDULE III - REAL ESTATE AND ACCUMULATED
                                                            DEPRECIATION
                                             AS OF, AND FOR THE YEAR ENDED DECEMBER 31,
                                                                1997
                                                       (Dollars in thousands)


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


                                                                                                                      Life on Which
                                                                                                                     Depreciation in
                                                                                             Accum-                Latest Operations
                                                           Carry-        Buildings           ulated   Date of         Statement is
                       Encum-                     Improve-  ing            and             Deprecia- construc-  Date    Computed
 Description           brances   Land  Buildings   ments   Costs  Land  Improvements Total    tion     tion    Acquired

174 unit  apartment
complex in Houston,
<S>                    <C>       <C>    <C>        <C>             <C>     <C>       <C>     <C>      <C>       <C>       <C>
Texas                  $2,143    $999   $3,662     $436       -    $999    $2,872    $3,871  $1,827   1976      08/82     Note 2

244 unit apartment
complex Oklahoma
City, Oklahoma          4,416   1,240    6,562      635       -   1,240     6,306     7,546   2,881   1984      07/84     Note 2
-------------------- --------- --------- --------- ---------- ------- ------- ------------ ------------- --------- -------- --------

                       $6,559  $2,239  $10,224   $1,071       -  $2,239    $9,178   $11,417  $4,708
                                                                              Note 1 Note 3  Note 5
                                                                                     Note 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 $12,869

(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
complexes located in Houston, Texas and Oklahoma City, Oklahoma.

(4) RECONCILIATION OF REAL ESTATE

                                      1997      1996       1995
                                  --------------------------------

Balance at beginning of period       $11,217   $11,159    $11,062

Additions during period:

Improvements                             200        58         97
                                  --------------------------------

Balance at end of period             $11,417   $11,217    $11,159
                                  ================================

(5) RECONCILIATION OF ACCUMULATED DEPRECIATION
    ------------------------------------------

                                      1997      1996       1995
                                  --------------------------------

Balance at beginning of period        $4,420    $4,128     $3,841

Dispositions                               -         -          -

Depreciation   expense   for  the        288       292        287
period
                                  --------------------------------

Balance at end of period              $4,708    $4,420     $4,128
                                  ================================


Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY 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 P. Rath              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 50, 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. He is a
registered principal with the National Association of Securities Dealers, Inc.

     CHARLES B.  JOHNSON,  age 65, has  served  since 1985 as a Director  of the
General Partner. He is also President and a Director of Franklin Resources, Inc.
and Franklin/Templeton  Distributors, Inc.; Chairman of the Board and a Director
of Franklin  Advisers,  Inc. and Franklin Asset Management  Systems;  President,
Treasurer  and a Director  of  Franklin  Energy  Corporation;  and a Director of
Franklin   Institutional   Services   Corporation,   Franklin   Trust   Company,
Franklin/Templeton  Investor Services,  Inc., Franklin Bank, F.S. Capital Group,
F.S.  Properties,  Inc., and Franklin Agency, Inc. He is also and officer and/or
director,  trustee or managing general  partner,  as the case may be, of most of
the investment companies in the  Franklin/Templeton  Group of Funds. Mr. Johnson
graduated  from Yale  University  in 1954  where he  received  a B.A.  degree in
Economics. He is a registered securities principal with the National Association
of Securities Dealers, Inc.

     RUPERT H.  JOHNSON,  JR., age 57, has served  since 1990 as Executive  Vice
President of Franklin Resources,  Inc. He is also Executive Vice President and a
Director of Franklin/Templeton  Distributors,  Inc.; President and a Director of
Franklin  Advisers,  Inc.;  Chairman  of the Board and a  Director  of  Franklin
Management, Inc. and Franklin Institutional Services Corporation; Vice President
and a Director of Franklin Asset Management  Systems;  Executive Vice President,
Senior  Investment  Officer  and a Director  of  Franklin  Trust  Company;  Vice
President  of BWC  Management  Company;  and a  Director  of  Franklin/Templeton
Investor Services,  Inc.,  Franklin Agency,  Inc.,  Franklin Energy Corporation,
Franklin  Bank,  Franklin  Properties,  Inc., and the General  Partner.  He also
currently  serves as a Director  or Trustee  and Vice  President  of most of the
mutual funds in the  Franklin/Templeton  Group of Funds.  Mr. Johnson received a
B.A. degree from Washington & Lee University.  He is a registered principal with
the National Association of Securities Dealers, Inc.

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

     CHARLES E.  JOHNSON,  age 41, is President and Chief  Executive  Officer of
Templeton  Worldwide,  Inc. This company provides  investment  advisory services
with respect to both international  equity and fixed income securities,  largely
based upon  fundamental  research and a flexible  policy of seeking  undervalued
securities throughout the world. Templeton Worldwide,  Inc. employs more than 50
investment  professionals  worldwide and  maintains  marketing  and/or  research
offices  in over 15  separate  countries.  Mr.  Johnson  is also a  Senior  Vice
President and Director of Franklin  Resources,  Inc.,  the parent company of the
Templeton organization. He also services as a Director and/or Officer of many of
the various Franklin and Templeton mutual funds and subsidiaries.  He received a
Masters degree in Business  Administration  from the Harvard University Graduate
School of  Business.  He is a Certified  Public  Accountant  and was  previously
affiliated  with the  accounting  firm of Coopers & Lybrand in Los  Angeles.  He
graduated with honors from the University of California at Los Angeles,  earning
a Bachelor of Arts degree in Economics.

     RICHARD S. BARONE,  age 47, 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 37, 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 41, 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 P. RATH,  age 49, has served since 1992 as the Vice President - Asset
Management for the General Partner,  Property Resources, Inc. Previously, he was
Assistant Vice President - Research and Analysis for Franklin  Properties,  Inc.
Mr. Rath operated his own real estate investment company, Rath Investments, from
1987 to 1990.  From  1980 to  1987,  he was a  partner  with  Edgewood  Holdings
Corporation which acquired,  managed and disposed of U.S. investment real estate
for foreign clients.  From 1972 to 1980, Mr. Rath worked for the Dailey Mortgage
Company,  Bank of America and Redwood Bank and focused on mortgage banking, real
estate   investment   trust   advisory   services  and   construction   lending,
respectively.  Mr. Rath received a B.S.  degree in Mechanical  Engineering  from
Bucknell  University  and a Masters degree in Business  Administration  from the
University of California at Berkeley Graduate School of Business.

     DAVID N. POPELKA,  age 45, 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 49, 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,  1997,  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,  1996,  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 1997,
property management fees of $104,000 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 1997, 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 1997, 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 1997.

     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
1997,  the  General  Partner was  reimbursed  $18,000  for  accounting  and data
processing costs and services provided to the Partnership.

Advances from the General Partner at December 31, 1997,  totaled $0 plus 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% for the  remainder  of the
year.  Interest  expense on advances  for the year ended  December  31, 1997 was
$4,000.

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

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

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

(b)   Reports on Form 8-K.

      No reports on Form  8-K were filed by the  Registrant during the quarter
      ended December, 31, 1997.



                                    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



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


/s/ Charles B. Johnson       Director
-----------------------                                      -------------------
Charles B. Johnson


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


/s/ Charles E. Johnson       Director
-----------------------                                      -------------------
Charles E. Johnson