FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                             SECTION 13 OR 15(d)

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      [No Fee Required]

                 For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      [No Fee Required]

             For the transition period from _________to _________

                         Commission file number 0-11864

                        NATIONAL PROPERTY INVESTORS 6
                (Name of small business issuer in its charter)

         California                                              13-3140364
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                       Greenville, South Carolina 29602
                   (Address of principal executive offices)

                   Issuer's telephone number (864) 239-1000

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the best of the Partnership's  knowledge in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [X]

State issuer's revenues for its most recent fiscal year.  $12,522,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2001. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>
                                     PART I

Item 1.     Description of Business

National  Property   Investors  6  (the  "Partnership"  or  "Registrant")  is  a
California  limited  partnership  formed on October 15, 1982. The Partnership is
engaged in the business of  operating  and holding  real estate  properties  for
investment.  NPI Equity  Investments,  Inc., a Florida  corporation,  became the
Registrant's  managing  general partner (the "Managing  General Partner" or "NPI
Equity") on June 21, 1991.  The  Managing  General  Partner was a subsidiary  of
National Property Investors, Inc. ("NPI") until December 31, 1996, at which time
Insignia  Properties Trust ("IPT") acquired the stock of NPI Equity.  On October
1, 1998, IPT merged into Apartment  Investment and Management Company ("AIMCO"),
a publicly traded real estate investment trust. Therefore,  the Managing General
Partner  is a  wholly-owned  subsidiary  of  AIMCO.  The  partnership  agreement
provides  that the  Partnership  is to terminate  on December  31, 2006,  unless
terminated prior to such date.

The Partnership,  through its public offering of Limited Partnership Units, sold
109,600 units aggregating  $54,800,000.  The general partner contributed capital
in the amount of $1,000 for a 1% interest in the Partnership.  Since its initial
offering,  the Registrant has not received, nor are limited partners required to
make,  additional  capital  contributions.  The  Partnership  is  engaged in the
business of operating and holding real estate  properties  for  investment.  The
Partnership  currently owns and operates five apartment  complexes (see "Item 2.
Description of Properties").

The  Partnership  has no full  time  employees.  Management  and  administrative
services are provided by the Managing  General Partner and by agents retained by
the Managing  General  Partner.  These services were provided by an affiliate of
the Managing General Partner for the years ended December 31, 2001 and 2000.

The business in which the  Partnership is engaged is highly  competitive.  There
are other  residential  properties  within the market area of the  Partnership's
properties.  The number and quality of competitive  properties,  including those
which may be managed by an affiliate of the Managing  General  Partner,  in such
market area could have a material effect on the rental market for the apartments
at the  Partnership's  properties  and the rents  that may be  charged  for such
apartments.  While the Managing  General  Partner and its  affiliates own and/or
control a significant number of apartment units in the United States, such units
represent an  insignificant  percentage of total  apartment  units in the United
States and competition for the apartments is local.

There have  been,  and it is  possible  there may be other,  Federal,  state and
local,  legislation  and regulations  enacted  relating to the protection of the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Properties

The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>

                                     Date of
Properties                         Purchase       Type of Ownership           Use

<S>                                <C>   <C>
Ski Lodge Apartments               07/19/84  Fee ownership, subject to   Apartment
  Montgomery, Alabama                        first mortgage              522 units

Place du Plantier Apartments       05/01/84  Fee ownership, subject to   Apartment
  Baton Rouge, Louisiana                     first mortgage              268 units

Fairway View I Apartments          05/31/84  Fee ownership, subject to   Apartment
  Baton Rouge, Louisiana                     first mortgage              242 units

Colony at Kenilworth Apartments    03/15/84  Fee ownership, subject to   Apartment
  Towson, Maryland                           first mortgage              383 units

Alpine Village Apartments          10/16/84  Fee ownership, subject to   Apartment
  Birmingham, Alabama                        first mortgage              160 units
</TABLE>

On August 2, 2001,  the  Partnership  sold Panorama  Terrace II Apartments to an
unrelated  third  party,  for net  proceeds of  approximately  $2,614,000  after
payment of  closing  costs.  The  Partnership  realized a gain of  approximately
$1,174,000 as a result of the sale. The  Partnership  used $1,450,000 of the net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $107,000 as a result of unamortized  loan costs being written off
and a prepayment penalty.

Schedule of Properties

Set forth below for each of the  Partnership's  properties is the gross carrying
value, accumulated depreciation,  depreciable life, method of depreciation,  and
Federal tax basis.
<TABLE>
<CAPTION>

                          Gross
                        Carrying   Accumulated                             Federal
Properties                Value    Depreciation     Rate      Method      Tax Basis
                             (in thousands)                            (in thousands)

<S>                      <C>         <C>         <C>                       <C>
Ski Lodge                $16,760     $13,269     5-27.5 yrs    S/L         $ 2,277
Place du Plantier         11,536       8,573     5-27.5 yrs    S/L           2,241
Fairway View I            10,488       7,418     5-27.5 yrs    S/L           1,929
Colony at Kenilworth      23,783      17,030     5-27.5 yrs    S/L           5,099
Alpine Village             6,049       4,252     5-27.5 yrs    S/L           1,512
        Totals           $68,616     $50,542                               $13,058
</TABLE>

See  "Note  A" to the  financial  statements  included  in  "Item  7.  Financial
Statements" for a description of the Partnership's depreciation policy.

Schedule of Properties Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.
<TABLE>
<CAPTION>

                           Principal                                        Principal
                          Balance At      Stated                             Balance
                         December 31,    Interest    Period    Maturity       Due At
Properties                   2001          Rate    Amortized     Date      Maturity (2)
                        (in thousands)                                    (in thousands)

<S>                         <C>           <C>         <C>      <C>   <C>     <C>
Ski Lodge                   $ 6,800       7.33%       (1)      11/01/03      $ 6,800
Place du Plantier             6,429       7.09%      20 yrs    10/01/21           --
Fairway View I                5,200       7.01%      20 yrs    12/01/21           --
Colony at Kenilworth         14,270       7.58%      20 yrs    07/01/21           --
Alpine Village                2,100       7.33%       (1)      11/01/03        2,100
        Totals              $34,799                                          $ 8,900
</TABLE>

(1)   Loan requires payments of interest only.

(2)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the  Registrant's  ability  to repay  these  loans and  other  specific
      details about the loans.

On June 28, 2001, the Partnership  refinanced the mortgage encumbering Colony at
Kenilworth  Apartments.  The refinancing  replaced the mortgage  indebtedness of
approximately  $7,985,000 with a new mortgage of  $14,400,000.  The mortgage was
refinanced  at a rate of 7.58%  compared to a prior rate of 7.33% and matures on
July 1, 2021 at which time the mortgage  will be fully  amortized.  Debt service
payments  began  in  August  2001.  In  connection  with  the  refinancing,  the
Partnership incurred loan costs of approximately $455,000.  These loan costs are
included  in other  assets  in the  accompanying  balance  sheet  and are  being
amortized over the life of the mortgage. The Partnership wrote off approximately
$99,000 in  unamortized  loan costs  resulting in an  extraordinary  loss on the
early extinguishment of debt.

On September 28, 2001, the Partnership  refinanced the mortgage note encumbering
Place du Plantier Apartments. The refinancing replaced the mortgage indebtedness
of approximately $3,800,000 with a new mortgage of $6,454,000.  The mortgage was
refinanced  at a rate of 7.09%  compared to a prior rate of 7.33% and matures on
October  1,  2021 at  which  time  the  mortgage  will be  fully  amortized.  In
connection  with  the  refinancing,  the  Partnership  incurred  loan  costs  of
approximately  $212,000.  These loan costs are  included in other  assets in the
accompanying  balance  sheet  and  are  being  amortized  over  the  life of the
mortgage.  A  completion  repair  escrow  of  approximately   $15,000  was  also
established  with the lender at the time of refinancing.  The Partnership  wrote
off   approximately   $43,000  in  unamortized   loan  costs   resulting  in  an
extraordinary loss on the early extinguishment of debt.

On November 30, 2001, the Partnership  refinanced the mortgage note  encumbering
Fairway View I Apartments. The refinancing replaced the mortgage indebtedness of
approximately  $4,000,000  with a new mortgage of  $5,200,000.  The mortgage was
refinanced  at a rate of 7.01%  compared to a prior rate of 7.33% and matures on
December  1,  2021 at  which  time the  mortgage  will be  fully  amortized.  In
connection  with  the  refinancing,  the  Partnership  incurred  loan  costs  of
approximately  $178,000.  These loan costs are  included in other  assets in the
accompanying  balance  sheet  and  are  being  amortized  over  the  life of the
mortgage.  A  completion  repair  escrow  of  approximately  $241,000  was  also
established  with the lender at the time of refinancing.  The Partnership  wrote
off   approximately   $39,000  in  unamortized   loan  costs   resulting  in  an
extraordinary loss on the early extinguishment of debt.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2001 and 2000 for each property:

                                      Average Annual             Average Annual
                                       Rental Rates                 Occupancy
                                        (per unit)
Properties                         2001            2000         2001        2000

Ski Lodge                         $5,130          $5,283         92%         92%
Place du Plantier                  7,073           6,907         93%         93%
Fairway View I                     6,807           6,980         93%         95%
Colony at Kenilworth (1)           9,836           9,320         92%         96%
Alpine Village                     6,510           6,325         92%         93%

(1)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Colony at Kenilworth Apartments to variations in student population.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive. The properties of the Partnership are subject to competition
from other  residential  apartment  complexes in the area. The Managing  General
Partner believes that the properties are adequately insured.  The properties are
apartment  complexes  which lease units for terms of one year or less. No tenant
leases 10% or more of the available  rental space.  The  properties  are in good
physical  condition,  subject to normal  depreciation  and  deterioration  as is
typical for assets of this type and age. Real Estate Taxes and Rates

Real estate taxes and rates in 2001 for each property were:

                                                2001            2001
                                               Billing          Rate
                                           (in thousands)

       Ski Lodge                                $ 96            3.45%
       Place du Plantier                          45           10.40%
       Fairway View I                             55           10.40%
       Colony at Kenilworth                      264            1.91%
       Alpine Village                             50            7.26%

Capital Improvements

Ski Lodge Apartments

For  2001,  the  Partnership   completed   approximately   $517,000  of  capital
improvements  at Ski Lodge  Apartments  consisting  primarily  of  parking  area
improvements,    plumbing   improvements,    interior   decorating,   structural
enhancements,  air  conditioning  replacements,   plumbing  improvements,  major
landscaping,  and floor covering  replacements.  These  improvements were funded
from operating cash flow and replacement reserves.  The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The minimum  amount to be budgeted is expected to be $300 per unit or  $156,600.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Panorama Terrace II Apartments

Prior to its sale on August 2, 2001,  the  Partnership  completed  approximately
$63,000 in capital  improvements  at Panorama  Terrace II Apartments  consisting
primarily of floor covering replacements,  plumbing upgrades, major landscaping,
and other building  improvements.  These improvements were funded from operating
cash flow.

Place du Plantier Apartments

For  2001,  the  Partnership   completed   approximately   $246,000  of  capital
improvements  at Place  du  Plantier  Apartments  consisting  primarily  of roof
replacement,   appliance   and  floor   covering   replacements   and   building
improvements.  These  improvements  were  funded  from  operating  cash flow and
insurance  proceeds.   The  Partnership  is  currently  evaluating  the  capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $80,400.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

During 2001, a net casualty gain of approximately  $64,000 was recorded at Place
du  Plantier  Apartments  due to a wind  storm.  This  gain was a result  of the
receipt of approximately  $69,000 of insurance proceeds and the write-off of the
net book value of the destroyed assets totaling approximately $5,000.

Fairway View I Apartments

For  2001,  the  Partnership   completed   approximately   $197,000  of  capital
improvements  at Fairway  View I  Apartments  consisting  primarily  of building
improvements,   structural   enhancements   and  floor  covering  and  appliance
replacements.  These  improvements  were  funded  from  operating  cash flow and
insurance  proceeds.   The  Partnership  is  currently  evaluating  the  capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $72,600.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

During  2001,  a net  casualty  gain of  approximately  $102,000 was recorded at
Fairway  View I  Apartments  due to a wind storm.  This gain was a result of the
receipt of approximately $111,000 of insurance proceeds and the write-off of the
net book value of the destroyed assets totaling approximately $9,000.

Colony at Kenilworth Apartments

For  2001,  the  Partnership   completed   approximately   $269,000  of  capital
improvements  at Colony at Kenilworth  Apartments  consisting  primarily of HVAC
replacements, appliance and floor covering replacements, swimming pool upgrades,
water heaters,  maintenance equipment, roof replacements,  plumbing upgrades and
structural  improvements.  These  improvements  were funded from  operating cash
flow. The Partnership is currently  evaluating the capital  improvement needs of
the  property  for the  upcoming  year.  The  minimum  amount to be  budgeted is
expected  to be  $300  per  unit or  $114,900.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Alpine Village Apartments

For  2001,  the  Partnership   completed   approximately   $155,000  of  capital
improvements at Alpine Village Apartments consisting primarily of floor covering
replacements,  furniture and fixture enhancements,  plumbing  improvements,  and
appliance replacements.  These improvements were funded from operating cash flow
and replacement  reserves.  The Partnership is currently  evaluating the capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $48,000.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.

The Managing  General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

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

The unit  holders  of the  Partnership  did not vote on any  matter  during  the
quarter ended December 31, 2001.


                                     PART II

Item 5.     Market for the Partnership's Equity and Related Partner Matters

The Partnership,  a publicly-held limited partnership,  offered and sold 109,600
Limited Partnership Units aggregating $54,800,000.  As of December 31, 2001, the
Partnership  had 109,600 units  outstanding  held by 2,271  limited  partners of
record.  Affiliates of the Managing General Partner owned 70,905 units or 64.69%
at December 31, 2001. No public trading market has developed for the Units,  and
it is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2000 and 2001 (see "Item 6. Management's Discussion and
Analysis of Operation" for further details):

                                                Distributions
                                                            Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/00 - 12/31/00             $ 2,711 (1)           $ 24.49
       01/01/01 - 12/31/01              12,005 (2)            108.44

(1)   Consists of cash from operations.

(2)   Consists of approximately  $1,737,000 of cash from operations,  $9,114,000
      from refinancing  proceeds of Colony at Kenilworth,  Place du Plantier and
      Fairway View I and $1,154,000 from the sale of Panorama Terrace II.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves,  and the timing of debt
maturities,  refinancings  and/or  property  sales.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after  required  capital  improvements  to permit further  distributions  to its
partners during the year 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 70,905 limited partnership units in
the Partnership  representing  64.69% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters which would  include  voting on certain  amendments  to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  64.69%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner. However, an affiliate is required
to vote 46,289 of its Units acquired from DeForest  Ventures II, L.P. on January
19, 1996 (the date that Insignia  Financial Group acquired the stock of National
Property  Investors,  Inc.,  the then  parent  company of the  Managing  General
Partner),  (i) against any proposal to increase the fees and other  compensation
payable by the Partnership to the Managing General Partner or to affiliates; and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the votes cast by non-tendering unitholders.  Except for the foregoing, no other
limitations are imposed on the affiliate's right to vote each Unit acquired.

Item 6.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-KSB and the other  filings  with the  Securities  and
Exchange  Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation.  Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

Results of Operations

The  Partnership's  net  income  for the  year  ended  December  31,  2001,  was
approximately  $1,036,000  compared to net income of approximately  $463,000 for
the year ended  December 31, 2000. The increase in net income for the year ended
December 31, 2001 was primarily attributable to the gain on the sale of Panorama
Terrace II Apartments  and casualty  gains at both Place du Plantier  Apartments
and Fairway View I Apartments partially offset by an extraordinary loss on early
extinguishment  of debt in connection with the refinancing of the mortgage notes
encumbering Colony at Kenilworth  Apartments,  Place du Plantier  Apartments and
Fairway  View I  Apartments  and the  payoff of the  mortgage  note  encumbering
Panorama Terrace II Apartments.

On August 2, 2001,  the  Partnership  sold Panorama  Terrace II Apartments to an
unrelated  third  party,  for net  proceeds of  approximately  $2,614,000  after
payment of  closing  costs.  The  Partnership  realized a gain of  approximately
$1,174,000 as a result of the sale. The  Partnership  used $1,450,000 of the net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $107,000 as a result of unamortized  loan costs being written off
and a prepayment penalty.

During 2001, a net casualty gain of approximately  $64,000 was recorded at Place
du  Plantier  Apartments  due to a wind  storm.  This  gain was a result  of the
receipt of approximately  $69,000 of insurance proceeds and the write-off of the
net book value of the destroyed assets totaling approximately $5,000.

During  2001,  a net  casualty  gain of  approximately  $102,000 was recorded at
Fairway  View I  Apartments  due to a wind storm.  This gain was a result of the
receipt of approximately $111,000 of insurance proceeds and the write-off of the
net book value of the destroyed assets totaling approximately $9,000.

Excluding  the  gain on the sale  and the  operations  of  Panorama  Terrace  II
Apartments and the casualty gains, the Partnership  recognized income before the
extraordinary loss on the early extinguishment of debt of approximately  $42,000
and $544,000 for the years ended December 31, 2001 and 2000,  respectively.  The
decrease in income before the extraordinary loss on the early  extinguishment of
debt is due to a decrease in total revenues and an increase in total expenses.

The decrease in total  revenues is due to decreases in rental and other  income.
Rental  income  decreased  due  to a  decrease  in  occupancy  at  three  of the
Partnership's properties and a decrease in the average rental rate at two of the
Partnership's  properties  partially offset by increased average rental rates at
three  properties and a decrease in concessions at all properties  except Alpine
Village  Apartments.  Other  income  decreased  due to  decreases  in pet  fees,
cleaning and damage fees, lease  cancellation fees, and laundry income at Colony
at   Kenilworth   Apartments   partially   offset  by  an  increase  in  utility
reimbursements at Ski Lodge Apartments.

The increase in total  expenses was due to increases in operating,  interest and
depreciation   expenses   partially   offset  by  a  decrease   in  general  and
administrative expense. The increase in operating expense is primarily due to an
increase in  insurance  expense  partially  offset by a decrease in  maintenance
expense.  The increase in  insurance  expense is due to an increase in insurance
premiums at all of the  investment  properties.  Maintenance  expense  decreased
primarily due to decreases in contract interior painting at Ski Lodge Apartments
and Fairway View  Apartments,  snow removal at Colony at Kenilworth  Apartments,
contract  repairs  at  Alpine  Village   Apartments  and  Colony  at  Kenilworth
Apartments  and  interior  building   improvements  at  all  of  the  investment
properties.  Depreciation  expense  increased  due to new assets being placed in
service during the past 12 months. The increase in interest expense is primarily
due  to the  refinancing  of  the  mortgage  encumbering  Colony  at  Kenilworth
Apartments, Place du Plantier Apartments and Fairway View I Apartments at higher
principal balances.

The  decrease  in  general  and  administrative  expense is  primarily  due to a
decrease in Partnership management fees paid with distributions from operations.
Included in general and  administrative  expenses at both  December 31, 2001 and
2000 are management reimbursements to the Managing General Partner allowed under
the Partnership  Agreement.  Also included in general and administrative expense
were costs  associated  with the  quarterly and annual  communications  with the
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses. As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Capital Resources and Liquidity

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $813,000 as compared to  approximately  $963,000 at December  31,
2000. The decrease in cash and cash equivalents of approximately $150,000 is due
to  approximately  $4,186,000  of cash used in  financing  activities  partially
offset by approximately  $1,085,000 of cash provided by investing activities and
approximately $2,951,000 of cash provided by operating activities.  Cash used in
financing activities consisted of distributions to partners,  principal payments
on  the  mortgages  encumbering  the  Partnership's  properties,  payoff  of the
mortgage note in connection  with the sale of Panorama  Terrace II and payoff of
the  existing  mortgages  and new loan costs at Colony at  Kenilworth,  Place du
Plantier and Fairway View I in connection  with the refinancing of the mortgages
encumbering  these properties  partially  offset by the refinance  proceeds from
these new mortgages. Cash provided by investing activities consisted of proceeds
from the sale of Panorama Terrace II and insurance  proceeds partially offset by
property  improvements and net deposits to restricted  escrows maintained by the
mortgage  lenders.  The  Partnership  invests  its working  capital  reserves in
interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal, state and local legal and regulatory  requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $472,500.  Additional  improvements  may be considered and will depend on the
physical  condition  of the  property,  as  well  as  Partnership  reserves  and
anticipated  cash flow  generated  by each  properties.  To the extent that such
budgeted capital  improvements are completed,  the  Partnership's  distributable
cash flow, if any, may be adversely affected at least in the short term.

On June 28, 2001, the Partnership  refinanced the mortgage encumbering Colony at
Kenilworth  Apartments.  The refinancing  replaced the mortgage  indebtedness of
approximately  $7,985,000 with a new mortgage of  $14,400,000.  The mortgage was
refinanced  at a rate of 7.58%  compared to a prior rate of 7.33% and matures on
July 1, 2021 at which time the mortgage  will be fully  amortized.  Debt service
payments  began  in  August  2001.  In  connection  with  the  refinancing,  the
Partnership incurred loan costs of approximately $455,000.  These loan costs are
included  in other  assets  in the  accompanying  balance  sheet  and are  being
amortized over the life of the mortgage. The Partnership wrote off approximately
$99,000 in  unamortized  loan costs  resulting in an  extraordinary  loss on the
early extinguishment of debt.

On September 28, 2001, the Partnership  refinanced the mortgage note encumbering
Place du Plantier Apartments. The refinancing replaced the mortgage indebtedness
of approximately $3,800,000 with a new mortgage of $6,454,000.  The mortgage was
refinanced  at a rate of 7.09%  compared to a prior rate of 7.33% and matures on
October  1,  2021 at  which  time  the  mortgage  will be  fully  amortized.  In
connection  with  the  refinancing,  the  Partnership  incurred  loan  costs  of
approximately  $212,000.  These loan costs are  included in other  assets in the
accompanying  balance  sheet  and  are  being  amortized  over  the  life of the
mortgage.  A  completion  repair  escrow  of  approximately   $15,000  was  also
established  with the lender at the time of refinancing.  The Partnership  wrote
off   approximately   $43,000  in  unamortized   loan  costs   resulting  in  an
extraordinary loss on the early extinguishment of debt.

On November 30, 2001, the Partnership  refinanced the mortgage note  encumbering
Fairway View I Apartments. The refinancing replaced the mortgage indebtedness of
approximately  $4,000,000  with a new mortgage of  $5,200,000.  The mortgage was
refinanced  at a rate of 7.01%  compared to a prior rate of 7.33% and matures on
December  1,  2021 at  which  time the  mortgage  will be  fully  amortized.  In
connection  with  the  refinancing,  the  Partnership  incurred  loan  costs  of
approximately  $178,000.  These loan costs are  included in other  assets in the
accompanying  balance  sheet  and  are  being  amortized  over  the  life of the
mortgage.  A  completion  repair  escrow  of  approximately  $241,000  was  also
established  with the lender at the time of refinancing.  The Partnership  wrote
off   approximately   $39,000  in  unamortized   loan  costs   resulting  in  an
extraordinary loss on the early extinguishment of debt.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  $34,799,000  is amortized  over varying  periods with required
balloon payments on two properties due in 2003. The remaining  mortgages will be
fully amortized in 2021. The Managing  General Partner will attempt to refinance
such  indebtedness  and/or sell the properties  prior to such maturity dates. If
the  properties  cannot  be  refinanced  or sold for a  sufficient  amount,  the
Partnership may risk losing such properties through foreclosure.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2006. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.  If the Partnership is unable to extend its term, the ultimate sale
price of the investment properties may be adversely affected.

During  the  year  ended   December  31,  2001,  the   Partnership   distributed
approximately $12,005,000  (approximately $11,885,000 to the limited partners or
$108.44  per  limited  partnership  unit).  Of  this,  approximately  $1,737,000
(approximately  $1,720,000  to  the  limited  partners  or  $15.69  per  limited
partnership unit) was from operations,  approximately $1,154,000  (approximately
$1,143,000 to the limited partners or $10.43 per limited  partnership unit) from
the  sale of  Panorama  Terrace  II  Apartments,  and  approximately  $9,114,000
(approximately  $9,022,000  to  the  limited  partners  or  $82.32  per  limited
partnership  unit)  from  the  refinancing  proceeds  of  Colony  at  Kenilworth
Apartments, Place du Plantier Apartments, and Fairway View I Apartments.  During
the year ended  December 31, 2000,  the  Partnership  distributed  approximately
$2,711,000  (approximately  $2,684,000  to the  limited  partners  or $24.49 per
limited  partnership  unit) to the partners from operations.  The  Partnership's
cash  available for  distribution  is reviewed on a monthly  basis.  Future cash
distributions  will depend on the levels of net cash generated from  operations,
the  availability  of  cash  reserves,   and  the  timing  of  debt  maturities,
refinancings and/or property sales. There can be no assurance, however, that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital improvements to permit further  distributions to its partners during the
year 2002 or subsequent periods.

NPI Equity  has  established  a  revolving  credit  facility  (the  "Partnership
Revolver") to be used to fund deferred  maintenance and working capital needs of
the National Property Investors  Partnership  Series. The maximum draw available
to the Partnership under the Partnership  Revolver is $500,000.  Loans under the
Partnership  Revolver  will  have a term of 365  days,  be  unsecured  and  bear
interest at the rate of 2% per annum in excess of the prime rate  announced from
time to time by Chase  Manhattan  Bank, N.A. The maturity date of such borrowing
will be accelerated  in the event of: (i) the removal of NPI Equity  (whether or
not for Cause);  (ii) the sale or refinancing  of a property by the  Partnership
(whether or not a borrowing under the Partnership Revolver was made with respect
to such property); or (iii) the liquidation of the Partnership.  The Partnership
has not borrowed under the Partnership Revolver, to date.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 70,905 limited partnership units in
the Partnership  representing  64.69% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters which would  include  voting on certain  amendments  to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  64.69%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner. However, an affiliate is required
to vote 46,289 of its Units acquired from DeForest  Ventures II, L.P. on January
19, 1996 (the date that Insignia  Financial Group acquired the stock of National
Property  Investors,  Inc.,  the then  parent  company of the  Managing  General
Partner),  (i) against any proposal to increase the fees and other  compensation
payable by the Partnership to the Managing General Partner or to affiliates; and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the votes cast by non-tendering unitholders.  Except for the foregoing, no other
limitations are imposed on the affiliate's right to vote each Unit acquired.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Managing  General  Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Item 7.     Financial Statements

NATIONAL PROPERTY INVESTORS 6

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 2001

      Statements of Operations - Years ended December 31, 2001 and 2000

      Statements  of Changes in Partners'  Deficit - Years ended  December 31,
      2001 and 2000

      Statements of Cash Flows - Years ended December 31, 2001 and 2000

      Notes to Financial Statements


<PAGE>


              Report of Ernst & Young LLP, Independent Auditors



The Partners
National Property Investors 6


We have audited the accompanying  balance sheet of National Property Investors 6
as of December 31, 2001, and the related  statements of  operations,  changes in
partners' deficit,  and cash flows for each of the two years in the period ended
December 31, 2001.  These  financial  statements are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of National Property Investors 6
at December 31, 2001,  and the results of its  operations and its cash flows for
each of the two years in the period ended December 31, 2001, in conformity  with
accounting principles generally accepted in the United States.


                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 15, 2002

<PAGE>

                        NATIONAL PROPERTY INVESTORS 6

                                  BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2001

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $   813
   Receivables and deposits                                                      837
   Restricted escrows                                                            543
   Other assets                                                                1,212
   Investment properties (Notes B and E):
      Land                                                    $ 4,019
      Buildings and related personal property                   64,597
                                                                68,616
      Less accumulated depreciation                            (50,542)       18,074
                                                                            $ 21,479
Liabilities and Partners' Deficit
Liabilities
      Accounts payable                                                        $ 38
      Tenant security deposits payable                                           237
      Accrued property taxes                                                      38
      Other liabilities                                                          365
      Mortgage notes payable (Note B)                                         34,799

Partners' Deficit
   General partner                                             $ (688)
   Limited partners (109,600 units issued and
      outstanding)                                             (13,310)      (13,998)
                                                                            $ 21,479

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
                        NATIONAL PROPERTY INVESTORS 6

                            STATEMENTS OF OPERATIONS
                       (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                             Years Ended December 31,
                                                               2001            2000
Revenues:
<S>                                                          <C>             <C>
   Rental income                                             $ 10,334        $10,571
   Other income                                                   848            925
   Casualty gain (Note F)                                         166             --
   Gain on sale of investment property (Note H)                 1,174              --
      Total revenues                                           12,522          11,496

Expenses:
   Operating                                                    4,229           4,195
   General and administrative                                     648             747
   Depreciation                                                 3,523           3,484
   Interest                                                     2,283           2,059
   Property taxes                                                 515             548
      Total expenses                                           11,198          11,033

Income before extraordinary item                                1,324             463

Extraordinary loss on early extinguishment of debt
   (Notes B and H)                                               (288)             --

Net income (Note C)                                           $ 1,036         $ 463

Net income allocated to general partner (1%)                   $ 10            $ 5
Net income allocated to limited partners (99%)                  1,026             458

                                                              $ 1,036         $ 463
Per limited partnership unit:
   Income before extraordinary item                           $ 11.96         $ 4.18
   Extraordinary loss on early extinguishment of debt           (2.60)             --

Net income                                                    $ 9.36          $ 4.18

Distributions per limited partnership unit                   $ 108.44        $ 24.49

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        NATIONAL PROPERTY INVESTORS 6

                  STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                       (in thousands, except unit data)
<TABLE>
<CAPTION>

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partner     Partners      Total

<S>                                    <C>             <C>       <C>         <C>
Original capital contributions         109,600         $ 1       $ 54,800    $ 54,801

Partners' deficit at
  December 31, 1999                    109,600        $ (556)     $ (225)     $ (781)

Distributions to partners                   --            (27)     (2,684)     (2,711)

Net income for the year ended
  December 31, 2000                         --              5         458         463

Partners' deficit at
  December 31, 2000                    109,600           (578)     (2,451)     (3,029)

Distribution to partners                    --           (120)    (11,885)    (12,005)

Net income for the year ended
  December 31, 2001                         --             10       1,026       1,036

Partners' deficit at
  December 31, 2001                    109,600        $ (688)    $(13,310)   $(13,998)

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
                        NATIONAL PROPERTY INVESTORS 6

                            STATEMENTS OF CASH FLOWS
                                (in thousands)
<TABLE>
<CAPTION>

                                                             Years Ended December 31,
                                                                 2001         2000
Cash flows from operating activities:
<S>                                                             <C>           <C>
  Net income                                                    $ 1,036       $ 463
  Adjustments to reconcile net income to net cash provided
   by operating activities:
   Depreciation                                                   3,523        3,484
   Amortization of loan costs                                       127          149
   Gain on sale of investment property                           (1,174)          --
   Extraordinary loss on early extinguishment of debt               288           --
   Casualty gain                                                   (166)          --
   Change in accounts:
      Receivables and deposits                                     (170)        (305)
      Other assets                                                 (112)         (30)
      Accounts payable                                             (146)          56
      Tenant security deposits payable                              (41)          39
      Accrued property taxes                                       (104)         (41)
      Payable to affiliates                                          --         (916)
      Other liabilities                                            (110)          13
          Net cash provided by operating activities               2,951        2,912

Cash flows from investing activities:
  Property improvements and replacements                         (1,533)      (1,715)
  Net deposits to restricted escrows                               (176)         (61)
  Net proceeds from sale of investment property                   2,614           --
  Net insurance proceeds                                            180           --
          Net cash provided by (used in) investing
            activities                                            1,085       (1,776)

Cash flows used in financing activities:
  Payments on mortgage notes payable                               (155)          --
  Distributions paid                                            (12,005)      (2,711)
  Proceeds from mortgage notes payable                           26,054           --
  Repayment of mortgage notes payable                           (17,235)          --
  Loan costs paid                                                  (845)          --
          Net cash used in financing activities                  (4,186)      (2,711)

Net decrease in cash and cash equivalents                          (150)      (1,575)

Cash and cash equivalents at beginning of year                      963        2,538

Cash and cash equivalents at end of year                         $ 813        $ 963

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,133      $ 1,916

At  December  31,  2000  approximately  $86,000  of  property  improvements  and
replacements were included in accounts payable.

              See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
                         NATIONAL PROPERTY INVESTORS 6

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2001


Note A - Organization and Significant Accounting Policies

Organization

National  Property   Investors  6  (the  "Partnership"  or  "Registrant")  is  a
California  limited  partnership  formed on October 15, 1982. The Partnership is
engaged in the business of  operating  and holding  real estate  properties  for
investment.  NPI Equity  Investments,  Inc., a Florida  corporation,  became the
Registrant's  managing  general partner (the "Managing  General Partner" or "NPI
Equity") on June 21, 1991.  The  Managing  General  Partner was a subsidiary  of
National Property Investors, Inc. ("NPI") until December 31, 1996, at which time
Insignia  Properties Trust ("IPT") acquired the stock of NPI Equity.  On October
1, 1998, IPT merged into Apartment  Investment and Management Company ("AIMCO"),
a publicly traded real estate investment trust. Therefore,  the Managing General
Partner  is a  wholly-owned  subsidiary  of  AIMCO.  The  partnership  agreement
provides  that the  Partnership  is to terminate  on December  31, 2006,  unless
terminated prior to such date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Allocation of Income, Loss and Distributions

Income,  loss and distributions of cash of the Partnership are allocated between
the general  and  limited  partners in  accordance  with the  provisions  of the
Partnership Agreement.

Fair Value of Financial Statements

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial  Instruments",  as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the  carrying  amount of its  financial  instruments  (except for long term
debt)  approximates  their fair value due to the short  term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance.

Cash and Cash Equivalents

Includes cash on hand and cash in banks.  At certain  times,  the amount of cash
deposited  at a bank may  exceed the limit on insured  deposits.  Cash  balances
included  approximately $786,000 at December 31, 2001 that are maintained by the
affiliated   management  company  on  behalf  of  affiliated  entities  in  cash
concentration accounts.

Tenant Security Deposits

The Partnership  requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables  and deposits.  The security
deposits  are  refunded  when the tenant  vacates,  provided  the tenant has not
damaged its space and is current on its rental payments.

Depreciation

Depreciation is provided by the straight-line method over the estimated lives of
the apartment  properties and related personal property.  For Federal income tax
purposes, the accelerated cost recovery method is used for real property over 18
years for  additions  after March 15, 1984 and before May 9, 1985,  and 19 years
for additions  after May 8, 1985, and before January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 5 years.

Loan Costs

Loan  costs  of  approximately  $1,185,000,  less  accumulated  amortization  of
approximately  $261,000, are included in other assets and are being amortized on
a straight-line basis over the life of the loans.

Leases

The Partnership generally leases apartment units for twelve-month terms or less.
The  Partnership  recognizes  income as earned on leases.  The Managing  General
Partner's policy is to offer rental concessions during  particularly slow months
or in response to heavy  competition  from other similar  complexes in the area.
Concessions are charged to income as incurred.

Investment Properties

Investment  properties  consist of five  apartment  complexes  and are stated at
cost.  Acquisition fees are capitalized as a cost of real estate.  In accordance
with  Statement  of  Financial  Accounting  Standards  Board  ("SFAS")  No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of", the Partnership  records impairment losses on long-lived assets
used in operations when events and circumstances  indicate that the assets might
be impaired and the  undiscounted  cash flows estimated to be generated by those
assets are less than the carrying  amounts of those assets.  No adjustments  for
impairment of value were recorded in the years ended December 31, 2001 and 2000.
See "Recent Accounting Pronouncements" below.

Replacement Reserve Escrow

The Partnership  maintains replacement reserve escrows at some of its properties
to fund  replacement,  refurbishment  or repair of  improvements to the property
pursuant to the mortgage note documents. As of December 31, 2001, the balance in
these accounts is approximately $543,000.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports. It also establishes standards for related
disclosures about products and services,  geographic areas, and major customers.
As defined in SFAS No. 131, the Partnership has only one reportable segment. The
Managing General Partner believes that segment-based disclosures will not result
in a more  meaningful  presentation  than the financial  statements as currently
presented.

Advertising Costs

Advertising costs of approximately  $134,000 in 2001 and approximately  $146,000
in 2000 were  charged to expense  as  incurred  and are  included  in  operating
expenses.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Managing  General  Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Note B - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>

                          Principal                                        Principal
                          Balance At                Stated                  Balance
                         December 31,    Monthly   Interest   Maturity      Due At
                             2001        Payment     Rate       Date       Maturity
                              (in thousands)                            (in thousands)
Properties
<S>                        <C>          <C>  <C>     <C>      <C>   <C>     <C>
Ski Lodge                  $ 6,800      $  42 (1)    7.33%    11/01/03      $ 6,800
Place du Plantier            6,429         50 (2)    7.09%    10/01/21           --
Fairway View I               5,200         40 (2)    7.01%    12/01/21           --
Colony at Kenilworth        14,270        117 (2)    7.58%    07/01/21           --
Alpine Village               2,100         13 (1)    7.33%    11/01/03        2,100
                           $34,799      $ 262                               $ 8,900
</TABLE>

(1)   Interest only payments.

(2)   Principal and interest payments.

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
Partnership's  rental  properties  and by pledge of revenues from the respective
rental properties.  The mortgage notes payable include  prepayment  penalties if
repaid prior to maturity.  Further,  the  properties  may not be sold subject to
existing indebtedness.

On June 28, 2001, the Partnership  refinanced the mortgage encumbering Colony at
Kenilworth Apartments.  The refinancing replaced the first mortgage indebtedness
of approximately $7,985,000 with a new mortgage of $14,400,000. The mortgage was
refinanced  at a rate of 7.58%  compared to a prior rate of 7.33% and matures on
July 1, 2021 at which time the mortgage  will be fully  amortized.  Debt service
payments  began  in  August  2001.  In  connection  with  the  refinancing,  the
Partnership incurred loan costs of approximately $455,000.  These loan costs are
included  in other  assets  in the  accompanying  balance  sheet  and are  being
amortized over the life of the mortgage. The Partnership wrote off approximately
$99,000 in  unamortized  loan costs  resulting in an  extraordinary  loss on the
early extinguishment of debt.

On September 28, 2001, the Partnership  refinanced the mortgage note encumbering
Place du  Plantier  Apartments.  The  refinancing  replaced  the first  mortgage
indebtedness of approximately $3,800,000 with a new mortgage of $6,454,000.  The
mortgage was refinanced at a rate of 7.09% compared to a prior rate of 7.33% and
matures on October 1, 2021 at which time the mortgage  will be fully  amortized.
In  connection  with the  refinancing,  the  Partnership  incurred loan costs of
approximately  $212,000.  These loan costs are  included in other  assets in the
accompanying  balance  sheet  and  are  being  amortized  over  the  life of the
mortgage.  A  completion  repair  escrow  of  approximately   $15,000  was  also
established  with the lender at the time of refinancing.  The Partnership  wrote
off   approximately   $43,000  in  unamortized   loan  costs   resulting  in  an
extraordinary loss on the early extinguishment of debt.

On November 30, 2001, the Partnership  refinanced the mortgage note  encumbering
Fairway  View  I  Apartments.   The  refinancing  replaced  the  first  mortgage
indebtedness of approximately $4,000,000 with a new mortgage of $5,200,000.  The
mortgage was refinanced at a rate of 7.01% compared to a prior rate of 7.33% and
matures on December 1, 2021 at which time the mortgage will be fully  amortized.
In  connection  with the  refinancing,  the  Partnership  incurred loan costs of
approximately  $178,000.  These loan costs are  included in other  assets in the
accompanying  balance  sheet  and  are  being  amortized  over  the  life of the
mortgage.  A  completion  repair  escrow  of  approximately  $241,000  was  also
established  with the lender at the time of refinancing.  The Partnership  wrote
off   approximately   $39,000  in  unamortized   loan  costs   resulting  in  an
extraordinary loss on the early extinguishment of debt.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2001 are as follows (in thousands):

                               2002             $   607
                               2003               9,554
                               2004                 703
                               2005                 757
                               2006                 814
                            Thereafter           22,364
                                                $34,799

Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly,  no provision for income taxes is made in the financial  statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                                December 31,
                                              2001         2000
Net income as reported                       $ 1,036       $ 463
Add (deduct):
   Depreciation differences                    1,196          905
   Prepaid rent                                   16           11
   Gain on sale                                  236           --
   Casualty                                     (158)          --
   Subordinate incentive fee                      --         (916)
   Other                                        (207)           5
Federal taxable income                       $ 2,119       $ 468
Federal taxable income per limited
   partnership unit                          $ 19.14      $ 4.23

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands):

Net liabilities as reported                       $(13,998)
Land and buildings                                  (2,003)
Accumulated depreciation                            (3,013)
Syndication and distribution costs                   6,295
Prepaid rent                                           216
Other                                                 (107)

Net liabilities - tax basis                       $(12,610)

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for payments to
affiliates for property management services based on a percentage of revenue and
for  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.

The following  payments were accrued or paid to the Managing General Partner and
affiliates  of the  Managing  General  Partner  during  each of the years  ended
December 31, 2001 and 2000:

                                                         2001       2000
                                                         (in thousands)
Property management fees (included in operating
  expenses)                                              $555       $580
Reimbursement for services of affiliates
  (included in operating and general and
  administrative expenses, and investment
  properties)                                             666        532
Partnership management fee (included in general
  and administrative expenses)                              4         91
Non-accountable reimbursement (included in general
  and administrative expenses)                            150        150
Incentive management fee (included in gain on
  sale of investment property)                             54         --
Loan costs (included in other assets)                     261         --

During the years ended  December 31, 2001 and 2000,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $555,000 and
$580,000 for the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $666,000 and
$532,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Managing  General Partner of  approximately  $283,000 and
$140,000  for the years  ended  December  31, 2001 and 2000,  respectively.  The
construction  management  service fees are calculated based upon a percentage of
current and certain prior year  additions to the  investment  properties and are
being depreciated over 15 years.

As compensation for services rendered in managing the Partnership,  the Managing
General  Partner  is  entitled  to  receive   Partnership   management  fees  in
conjunction  with  distributions  of cash from  operations,  subject  to certain
limitations.  Approximately  $4,000 and $91,000 of fees were paid in conjunction
with the operating  distributions  made during the years ended December 31, 2001
and 2000, respectively.

For services relating to the  administration of the Partnership and operation of
the Partnership's  property, the Managing General Partner is entitled to receive
payment for the  non-accountable  expenses up to a maximum of $150,000  per year
based upon the number of Partnership units sold, subject to certain limitations.
The Managing  General  Partner  earned and received  $150,000  during both years
ended December 31, 2001 and 2000.

In connection with the June 2001 refinancing of Colony of Kenilworth Apartments,
the  Partnership  paid  approximately  $144,000 to an  affiliate of the Managing
General Partner as allowed pursuant to the Partnership Agreement.  In connection
with  the  September  2001  refinancing  of Place du  Plantier  Apartments,  the
Partnership paid  approximately  $65,000 to an affiliate of the Managing General
Partner as allowed pursuant to the Partnership Agreement. In connection with the
November 2001  refinancing of Fairway View I Apartments,  the  Partnership  paid
approximately $52,000 to an affiliate of the Managing General Partner as allowed
pursuant to the Partnership Agreement.  These amounts are recorded as loan costs
and included in other assets on the  accompanying  balance sheet. The loan costs
are being amortized over the lives of the respective mortgages.

Upon the sale of the Partnership  properties,  NPI Equity will be entitled to an
Incentive  Compensation  Fee equal to a declining  percentage of the  difference
between the total amount distributed to limited partners and the appraised value
of their investment at February 1, 1992. The percentage amount to be realized by
NPI Equity,  if any,  will be  dependent  upon the year in which the property is
sold.  Payment of the Incentive  compensation Fee is subordinated to the receipt
by the limited partners, of: (a) distributions from capital transaction proceeds
of an amount equal to their appraised  investment in the Partnership at February
1, 1992, and (b) distributions from all sources (capital transactions as well as
cash  flow)  of an  amount  equal to six  percent  (6%)  per  annum  cumulative,
non-compounded,  on their appraised investment in the Partnership at February 1,
1992. With the sale of The Village  Apartments in 1998, an incentive  management
fee of  approximately  $916,000 was accrued and was  previously  included on the
balance sheet as "Payable to  Affiliate".  The limited  partners  received their
aforementioned  cumulative  preferred return with the distributions  made during
the year ended December 31, 2001 and the Managing  General  Partner was paid the
previously accrued incentive management fee. The Managing General Partner earned
and received an incentive management fee of approximately $54,000 as a result of
the sale of Panorama Terrace II Apartments in August 2001.

NPI Equity is entitled to receive 1% of  distributions  of cash from  operations
and an allocation of 1% of the net income or loss of the Partnership. NPI Equity
received  distributions of approximately  $120,000 and approximately $27,000 for
the years ended December 31, 2001 and 2000, respectively.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $113,000
for insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 70,905 limited partnership units in
the Partnership  representing  64.69% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters which would  include  voting on certain  amendments  to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  64.69%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner. However, an affiliate is required
to vote 46,289 of its Units acquired from DeForest  Ventures II, L.P. on January
19, 1996 (the date that Insignia  Financial Group acquired the stock of National
Property  Investors,  Inc.,  the then  parent  company of the  Managing  General
Partner),  (i) against any proposal to increase the fees and other  compensation
payable by the Partnership to the Managing General Partner or to affiliates; and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the votes cast by non-tendering unitholders.  Except for the foregoing, no other
limitations are imposed on the affiliate's right to vote each Unit acquired.

NPI Equity  has  established  a  revolving  credit  facility  (the  "Partnership
Revolver") to be used to fund deferred  maintenance and working capital needs of
the National Property Investors  Partnership  Series. The maximum draw available
to the Partnership under the Partnership  Revolver is $500,000.  Loans under the
Partnership  Revolver  will  have a term of 365  days,  be  unsecured  and  bear
interest at the rate of 2% per annum in excess of the prime rate  announced from
time to time by Chase  Manhattan  Bank, N.A. The maturity date of such borrowing
will be accelerated  in the event of: (i) the removal of NPI Equity  (whether or
not for Cause);  (ii) the sale or refinancing  of a property by the  Partnership
(whether or not a borrowing under the Partnership Revolver was made with respect
to such property); or (iii) the liquidation of the Partnership.  The Partnership
has not borrowed under the Partnership Revolver, to date.

Note E - Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>

                                                  Initial Cost
                                                 To Partnership
                                                 (in thousands)
                                                         Buildings         Cost
                                                        and Related     Capitalized
                                                         Personal      Subsequent to
Description                 Encumbrances       Land      Property       Acquisition
                           (in thousands)                             (in thousands)
<S>                           <C>             <C>         <C>             <C>
Ski Lodge                     $ 6,800         $ 672       $11,587         $ 4,501
Place du Plantier               6,429            840        7,773           2,923
Fairway View I                  5,200            762        7,048           2,678
Colony at Kenilworth           14,270          1,306       13,187           9,290
Alpine Village                  2,100            359        3,515           2,175
                              $34,799        $ 3,939      $43,110         $21,567

</TABLE>

<TABLE>
<CAPTION>

                      Gross Amount At Which
                             Carried
                      At December 31, 2001
                         (in thousands)

                           Buildings
                          And Related
                           Personal             Accumulated    Year of     Date    Depreciable
Description         Land  Properties   Total   Depreciation Construction Acquired  Life-Years
                                              (in thousands)
<S>                <C>      <C>       <C>         <C>           <C>        <C>       <C>
Ski Lodge          $ 676    $16,084   $16,760     $13,269       1977       07/84     5-27.5
Place du Plantier     844    10,692    11,536       8,573       1974       05/84     5-27.5
Fairway View I        767     9,721    10,488       7,418       1974       05/84     5-27.5
Colony at
  Kenilworth        1,366    22,417    23,783      17,030       1967       03/84     5-27.5
Alpine Village        366     5,683     6,049       4,252       1972       10/84     5-27.5
      Totals       $4,019   $64,597   $68,616     $50,542

</TABLE>

Reconciliation of Real Estate and Accumulated Depreciation:

                                                     December 31,
                                                  2001          2000
                                                    (in thousands)
Real Estate
Balance at beginning of year                     $72,261       $70,561
  Property improvements and replacements           1,447         1,700
  Disposal of assets                                (101)           --
  Sale of investment property                     (4,991)           --
Balance at end of year                           $68,616       $72,261

Accumulated Depreciation
Balance at beginning of year                     $50,657       $47,173
  Additions charged to expense                     3,523         3,484
  Disposal of assets                                 (87)           --
  Sale of investment property                     (3,551)           --
Balance at end of year                           $50,542       $50,657

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001 and 2000,  is  approximately  $66,613,000  and  $70,183,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2001 and 2000, is  approximately  $53,555,000  and  $54,978,000,
respectively.

Note F - Casualty Events

During 2001, a net casualty gain of approximately  $64,000 was recorded at Place
du  Plantier  Apartments  due to a wind  storm.  This  gain was a result  of the
receipt of approximately  $69,000 of insurance proceeds and the write-off of the
net book value of the destroyed assets totaling approximately $5,000.

During  2001,  a net  casualty  gain of  approximately  $102,000 was recorded at
Fairway  View I  Apartments  due to a wind storm.  This gain was a result of the
receipt of approximately $111,000 of insurance proceeds and the write-off of the
net book value of the destroyed assets totaling approximately $9,000.

Note G - Distributions

During  the  year  ended   December  31,  2001,  the   Partnership   distributed
approximately $12,005,000  (approximately $11,885,000 to the limited partners or
$108.44  per  limited  partnership  unit).  Of  this,  approximately  $1,737,000
(approximately  $1,720,000  to  the  limited  partners  or  $15.69  per  limited
partnership unit) was from operations,  approximately $1,154,000  (approximately
$1,143,000 to the limited partners or $10.43 per limited  partnership unit) from
the  sale of  Panorama  Terrace  II  Apartments,  and  approximately  $9,114,000
(approximately  $9,022,000  to  the  limited  partners  or  $82.32  per  limited
partnership  unit)  from  the  refinancing  proceeds  of  Colony  at  Kenilworth
Apartments, Place du Plantier Apartments, and Fairway View I Apartments.  During
the year ended  December 31, 2000,  the  Partnership  distributed  approximately
$2,711,000  (approximately  $2,684,000  to the  limited  partners  or $24.49 per
limited partnership unit) to the partners from operations.

Note H - Sale of Investment Property

On August 2, 2001,  the  Partnership  sold Panorama  Terrace II Apartments to an
unrelated  third  party,  for net  proceeds of  approximately  $2,614,000  after
payment of  closing  costs.  The  Partnership  realized a gain of  approximately
$1,174,000 as a result of the sale. The  Partnership  used $1,450,000 of the net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $107,000 as a result of unamortized  loan costs being written off
and a prepayment penalty.

Note I - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.

The Managing  General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.


Item 8.     Changes in and  Disagreements  with  Accountants on Accounting and
            Financial Disclosure

            None.


                                    PART III

Item 9.     Directors,  Executive  Officers,  Promoters  and Control  Persons;
            Compliance with Section 16(a) of the Exchange Act

National  Property  Investors 6 (the  "Partnership" or the  "Registrant") has no
officers  or  directors.  The names and ages of,  as well as the  positions  and
offices  held by, the present  executive  officers  and  directors of NPI Equity
Investments,  Inc.  ("NPI Equity" or "Managing  General  Partner") are set forth
below.  There are no family  relationships  between  or among  any  officers  or
directors.

Name                        Age    Position

Patrick J. Foye              44    Executive Vice President and Director

Martha L. Long               42    Senior Vice President and Controller

Patrick  J.  Foye  has been  Executive  Vice  President  and  Director  of the
Managing  General  Partner  since  October  1,  1998.  Mr.  Foye has served as
Executive Vice President of AIMCO since May 1998.  Prior to joining AIMCO, Mr.
Foye was a partner in the law firm of  Skadden,  Arps,  Slate,  Meagher & Flom
LLP  from  1989 to 1998  and was  Managing  Partner  of the  firm's  Brussels,
Budapest and Moscow  offices from 1992 through  1994.  Mr. Foye is also Deputy
Chairman of the Long Island Power  Authority and serves as a member of the New
York State  Privatization  Council.  He received a B.A.  from Fordham  College
and a J.D. from Fordham University Law School.

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The executive  officers and director of the Managing General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Managing General Partner.  Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive  officers and director of the Managing  General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The executive  officers and director of the Managing  General  Partner  reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited financial statements with accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the Managing  General Partner  discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Managing  General  Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2001 for filing  with the  Securities  and  Exchange
Commission.

The Managing  General Partner has  reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$71,000  and  non-audit  services  (principally  tax-related)  of  approximately
$38,000.

Item 10.    Executive Compensation

No  directors  or  officers  of  the  Managing   General  Partner  received  any
remuneration from the Registrant.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, as of December 31, 2001, no person or entity was known to
own of  record  or  beneficially  more  than  five  percent  of the Units of the
Partnership.

                                           Number of Units      Percentage

           Insignia Properties, LP              48,033            43.82%
             (an affiliate of AIMCO)
           AIMCO Properties, LP                 22,872            20.87%
             (an affiliate of AIMCO)

Insignia Properties,  LP is indirectly ultimately owned by AIMCO. Their business
address is 55 Beattie Place, Greenville, SC 29602.

AIMCO Properties,  LP is indirectly ultimately controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

No director or officer of the Managing General Partner owns any Units.

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for payments to
affiliates for property management services based on a percentage of revenue and
for  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.

The following  payments were accrued or paid to the Managing General Partner and
affiliates  of the  Managing  General  Partner  during  each of the years  ended
December 31, 2001 and 2000:

                                                          2001       2000
                                                          (in thousands)
Property management fees                                  $555       $580
Reimbursement for services of affiliates                   666        532
Partnership management fee                                   4         91
Non-accountable reimbursement                              150        150
Incentive management fee                                    54         --
Loan costs                                                 261         --

During the years ended  December 31, 2001 and 2000,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $555,000 and
$580,000 for the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $666,000 and
$532,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Managing  General Partner of  approximately  $283,000 and
$140,000  for the years  ended  December  31, 2001 and 2000,  respectively.  The
construction  management  service fees are calculated based upon a percentage of
current and certain prior year  additions to the  investment  properties and are
being depreciated over 15 years.

As compensation for services rendered in managing the Partnership,  the Managing
General  Partner  is  entitled  to  receive   Partnership   management  fees  in
conjunction  with  distributions  of cash from  operations,  subject  to certain
limitations.  Approximately  $4,000 and $91,000 of fees were paid in conjunction
with the operating  distributions  made during the years ended December 31, 2001
and 2000, respectively.

For services relating to the  administration of the Partnership and operation of
the Partnership's  property, the Managing General Partner is entitled to receive
payment for the  non-accountable  expenses up to a maximum of $150,000  per year
based upon the number of Partnership units sold, subject to certain limitations.
The Managing General Partner earned and received  $150,000 during both the years
ended December 31, 2001 and 2000.

In connection with the June 2001 refinancing of Colony of Kenilworth Apartments,
the  Partnership  paid  approximately  $144,000 to an  affiliate of the Managing
General Partner as allowed pursuant to the Partnership Agreement.  In connection
with  the  September  2001  refinancing  of Place du  Plantier  Apartments,  the
Partnership paid  approximately  $65,000 to an affiliate of the Managing General
Partner as allowed pursuant to the Partnership Agreement. In connection with the
November 2001  refinancing of Fairway View I Apartments,  the  Partnership  paid
approximately $52,000 to an affiliate of the Managing General Partner as allowed
pursuant to the Partnership Agreement.  These amounts are recorded as loan costs
and included in other assets on the  accompanying  balance sheet. The loan costs
are being amortized over the lives of the respective mortgages.

Upon the sale of the Partnership  properties,  NPI Equity will be entitled to an
Incentive  Compensation  Fee equal to a declining  percentage of the  difference
between the total amount distributed to limited partners and the appraised value
of their investment at February 1, 1992. The percentage amount to be realized by
NPI Equity,  if any,  will be  dependent  upon the year in which the property is
sold.  Payment of the Incentive  compensation Fee is subordinated to the receipt
by the limited partners, of: (a) distributions from capital transaction proceeds
of an amount equal to their appraised  investment in the Partnership at February
1, 1992, and (b) distributions from all sources (capital transactions as well as
cash  flow)  of an  amount  equal to six  percent  (6%)  per  annum  cumulative,
non-compounded,  on their appraised investment in the Partnership at February 1,
1992. With the sale of The Village  Apartments in 1998, an incentive  management
fee of  approximately  $916,000 was accrued and was  previously  included on the
balance sheet as "Payable to  Affiliate".  The limited  partners  received their
aforementioned  cumulative  preferred return with the distributions  made during
the year ended December 31, 2001 and the Managing  General  Partner was paid the
previously accrued incentive management fee. The Managing General Partner earned
and received an incentive management fee of approximately $54,000 as a result of
the sale of Panorama Terrace II Apartments in August 2001.

NPI Equity is entitled to receive 1% of  distributions  of cash from  operations
and an allocation of 1% of the net income or loss of the Partnership. NPI Equity
received  distributions of approximately  $120,000 and approximately $27,000 for
the years ended December 31, 2001 and 2000, respectively.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General Partner.  During the year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $113,000
for insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 70,905 limited partnership units in
the Partnership  representing  64.69% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters which would  include  voting on certain  amendments  to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  64.69%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner. However, an affiliate is required
to vote 46,289 of its Units acquired from DeForest  Ventures II, L.P. on January
19, 1996 (the date that Insignia  Financial Group acquired the stock of National
Property  Investors,  Inc.,  the then  parent  company of the  Managing  General
Partner),  (i) against any proposal to increase the fees and other  compensation
payable by the Partnership to the Managing General Partner or to affiliates; and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the votes cast by non-tendering unitholders.  Except for the foregoing, no other
limitations are imposed on the affiliate's right to vote each Unit acquired.

NPI Equity  has  established  a  revolving  credit  facility  (the  "Partnership
Revolver") to be used to fund deferred  maintenance and working capital needs of
the National Property Investors  Partnership  Series. The maximum draw available
to the Partnership under the Partnership  Revolver is $500,000.  Loans under the
Partnership  Revolver  will  have a term of 365  days,  be  unsecured  and  bear
interest at the rate of 2% per annum in excess of the prime rate  announced from
time to time by Chase  Manhattan  Bank, N.A. The maturity date of such borrowing
will be accelerated  in the event of: (i) the removal of NPI Equity  (whether or
not for Cause);  (ii) the sale or refinancing  of a property by the  Partnership
(whether or not a borrowing under the Partnership Revolver was made with respect
to such property); or (iii) the liquidation of the Partnership.  The Partnership
has not borrowed under the Partnership Revolver, to date.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            Exhibit  10.33,  Multifamily  Note dated  November  30, 2001 between
            National Property Investors 6, a California limited partnership with
            respect to Fairway View I Apartments,  and GMAC Commercial  Mortgage
            Corporation, a California corporation.

      (b)   Reports on Form 8-K filed in the fourth  quarter of calendar  year
            2001:

            None.


<PAGE>


                                   SIGNATURES



In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    NATIONAL PROPERTY INVESTORS 6


                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Its Managing General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                      Date:


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Partnership and in the capacities and on the
dates indicated.


/s/Patrick J. Foye      Executive Vice President      Date:
Patrick J. Foye         and Director


/s/Martha L. Long       Senior Vice President         Date:
Martha L. Long          and Controller

<PAGE>


                                  EXHIBIT INDEX


Exhibit

 2.1              NPI, Inc.  Stock Purchase  Agreement  dated as of August 17,
                  1995,   incorporated  by  reference  to  Exhibit  2  to  the
                  Partnership's  Current  Report on Form 8-K dated  August 17,
                  1995.

 2.2              Partnership  Units Purchase  Agreement  dated as of August 17,
                  1995,  incorporated  by  reference  to Exhibit 2.1 to Form 8-K
                  filed by Insignia Financial Group, Inc.  ("Insignia") with the
                  Securities and Exchange Commission on September 1, 1995.

 2.3              Management  Purchase  Agreement  dated as of August 17,  1995,
                  incorporated  by reference to Exhibit 2.2 to Form 8-K filed by
                  Insignia   Financial  Group,  Inc.  with  the  Securities  and
                  Exchange Commission on September 1, 1995.

 2.5              Agreement and Plan of Merger,  dated as of October 1, 1998, by
                  and between AIMCO and IPT incorporated by reference to Exhibit
                  2.1 in the Registrant's Current Report on Form 8-K dated as of
                  October 1, 1998.

 3.4 (a)          Agreement of Limited Partnership,  incorporated by reference
                  to  Exhibit A to the  Prospectus  of the  Partnership  dated
                  January   12,   1983,    included   in   the   Partnership's
                  Registration Statement on Form S-11 (Reg. No. 2-80141).

     (b)          Amendments to Agreement of Limited  Partnership,  incorporated
                  by  reference  to  the  Definitive   Proxy  Statement  of  the
                  Partnership dated April 3, 1991.

     (c)          Amendments  to  the  Partnership  Agreement,  incorporated  by
                  reference to the Statement  Furnished in  Connection  with the
                  Solicitation of the Registrant dated August 28, 1992.

10.13             Amended and Restated First Mortgage Note,  dated September 30,
                  1993, made by the Partnership for the benefit of The Travelers
                  Insurance  Company,  as it pertains to The Village  Apartments
                  incorporated  by  reference  to  the  Partnership's  Quarterly
                  Report on Form 10-Q for the period ended September 30, 1993.

10.15             Multifamily  Note dated  September  30, 1996, by and between
                  the Partnership,  with respect to Alpine Village Apartments,
                  and Lehman Brothers  Holdings Inc., a Delaware  Corporation.
                  (Incorporated  by  reference  to  the  Partnership's  Annual
                  Report on Form 10-KSB for the year ended December 31, 1996.)

10.16             Amended  and  Restated  Multifamily  Note dated  November 1,
                  1996,  by and  between  the  Partnership,  with  respect  to
                  Alpine  Village  Apartments,  and Lehman  Brothers  Holdings
                  Inc., a Delaware Corporation.  (Incorporated by reference to
                  the Partnership's  Annual Report on Form 10-KSB for the year
                  ended December 31, 1996.)

10.17             Multifamily  Note dated  September  30, 1996, by and between
                  the  Partnership,  with  respect  to  Colony  at  Kenilworth
                  Apartments,  and Lehman  Brothers  Holdings Inc., a Delaware
                  Corporation.    (Incorporated    by    reference    to   the
                  Partnership's  Annual  Report  on Form  10-KSB  for the year
                  ended December 31, 1996.)

10.18             Amended and Restated  Multifamily Note dated November 1, 1996,
                  by and  between  the  Partnership,  with  respect to Colony of
                  Kenilworth  Apartments,  and Lehman Brothers  Holdings Inc., a
                  Delaware  Corporation.   (Incorporated  by  reference  to  the
                  Partnership's  Annual Report on Form 10-KSB for the year ended
                  December 31, 1996.)

10.19             Multifamily  Note dated  September  30, 1996, by and between
                  the Partnership,  with respect to Fairway View I Apartments,
                  and Lehman Brothers  Holdings Inc., a Delaware  Corporation.
                  (Incorporated  by  reference  to  the  Partnership's  Annual
                  Report on Form 10-KSB for the year ended December 31, 1996.)

10.20             Amended and Restated  Multifamily Note dated November 1, 1996,
                  by and between the Partnership, with respect to Fairway View I
                  Apartments,  and Lehman  Brothers  Holdings  Inc.,  a Delaware
                  Corporation.  (Incorporated by reference to the  Partnership's
                  Annual  Report on Form 10-KSB for the year ended  December 31,
                  1996.)

10.21             Multifamily  Note dated  September  30, 1996, by and between
                  the   Partnership,   with   respect  to  Place  du  Plantier
                  Apartments,  and Lehman  Brothers  Holdings Inc., a Delaware
                  Corporation.    (Incorporated    by    reference    to   the
                  Partnership's  Annual  Report  on Form  10-KSB  for the year
                  ended December 31, 1996.)

10.22             Amended and Restated  Multifamily Note dated November 1, 1996,
                  by and  between  the  Partnership,  with  respect  to Place du
                  Plantier  Apartments,  and Lehman  Brothers  Holdings  Inc., a
                  Delaware  Corporation.   (Incorporated  by  reference  to  the
                  Partnership's  Annual Report on Form 10-KSB for the year ended
                  December 31, 1996.)

10.23             Multifamily  Note dated  September  30, 1996, by and between
                  the  Partnership,   with  respect  to  Panorama  Terrace  II
                  Apartments,  and Lehman  Brothers  Holdings Inc., a Delaware
                  Corporation.    (Incorporated    by    reference    to   the
                  Partnership's  Annual  Report  on Form  10-KSB  for the year
                  ended December 31, 1996.)

10.24             Amended and Restated  Multifamily Note dated November 1, 1996,
                  by and  between  the  Partnership,  with  respect to  Panorama
                  Terrace II Apartments,  and Lehman  Brothers  Holdings Inc., a
                  Delaware  Corporation.   (Incorporated  by  reference  to  the
                  Partnership's  Annual Report on Form 10-KSB for the year ended
                  December 31, 1996.)

10.25             Multifamily  Note dated  September  30, 1996, by and between
                  the Partnership,  with respect to Ski Lodge Apartments,  and
                  Lehman  Brothers  Holdings  Inc.,  a  Delaware  Corporation.
                  (Incorporated  by  reference  to  the  Partnership's  Annual
                  Report on Form 10-KSB for the year ended December 31, 1996.)

10.26             Amended and Restated  Multifamily Note dated November 1, 1996,
                  by and  between  the  Partnership,  with  respect to Ski Lodge
                  Apartments,  and Lehman  Brothers  Holdings  Inc.,  a Delaware
                  Corporation.  (Incorporated by reference to the  Partnership's
                  Annual  Report on Form 10-KSB for the year ended  December 31,
                  1996.)

10.27             Contract of Sale  between  Registrant  and  Hometown  America,
                  L.L.C.  incorporated  by reference to Exhibit  (10.21;  10.22;
                  10.23) to the  Registrant's  current  report on Form 8-K dated
                  July 16, 1998.

10.28             Amendment to Contract of Sale between  Registrant and Hometown
                  America,  L.L.C.  incorporated by reference to Exhibit (10.21;
                  10.22;  10.23) to the Registrant's  current report on Form 8-K
                  dated July 16, 1998.

10.29             Second Amendment to Contract of Sale between  Registrant and
                  Hometown  America,  L.L.C.   incorporated  by  reference  to
                  Exhibit (10.21;  10.22;  10.23) to the Registrant's  current
                  report on Form 8-K dated July 16, 1998.

10.30             Multifamily Note dated June 27, 2001 between National Property
                  Investors 6, a California limited  partnership with respect to
                  Colony at Kenilworth Apartments,  and GMAC Commercial Mortgage
                  Corporation, a California corporation.

10.31             Purchase  and  Sales  Contract  dated  June 13,  2001  between
                  Angeles  Partners IX, a  California  limited  partnership  and
                  National   Property   Investors   6,  a   California   limited
                  partnership with respect to Panorama Terrace II Apartments, as
                  sellers, and Tigertown Investments, Inc., as purchaser.

10.32             Multifamily  Note dated  September  27, 2001 between  National
                  Property  Investors 6, a California  limited  partnership with
                  respect to Place du Plantier  Apartments,  and GMAC Commercial
                  Mortgage Corporation, a California corporation.

10.33             Multifamily  Note dated  November 30, 2001 between  National
                  Property Investors 6, a California limited  partnership with
                  respect to Fairway View I  Apartments,  and GMAC  Commercial
                  Mortgage Corporation, a California corporation.

16                Letter dated November 11, 1998, from the  Registrant's  former
                  independent  accountants  regarding its  concurrence  with the
                  statements made by the  Registrant;  incorporated by reference
                  to the Registrant's  Current Report on Form 8-K dated November
                  10, 1998.


<PAGE>
                                                        FHLMC Loan No. 002692449
                                                       Fairway View Apartments I

                                MULTIFAMILY NOTE
                     (MULTISTATE - REVISION DATE 11-01-2000)


US $5,200,000.00                                       As of November 30, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the  principal sum of Five Million Two
Hundred  Thousand and 00/100  Dollars (US  $5,200,000.00),  with interest on the
unpaid principal balance at the annual rate of seven and ten thousandths percent
(7.010%).

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  and any other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security  Instrument.  "Event of Default" and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings given to such terms in the Security Instrument.

2. Address for Payment. All payments due under this Note shall be payable at 200
Witmer Road, Post Office Box 809, Horsham, Pennsylvania 19044, Attn: Servicing -
Account  Manager,  or such other place as may be designated by written notice to
Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount  of Forty  Thousand  Three  Hundred  Forty-Six  and  76/100  Dollars  (US
$40,346.76),  shall be  payable  on the first  day of each  month  beginning  on
January 1, 2002,  until the entire unpaid  principal  balance  evidenced by this
Note is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on December 1, 2021 or on any earlier date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for thirty  (30) days or more,  or (b) any other  Event of Default  has
occurred and is continuing,  interest under this Note shall accrue on the unpaid
principal  balance from the earlier of the due date of the first unpaid  monthly
installment or the occurrence of such other Event of Default, as applicable,  at
a rate (the "Default  Rate") equal to the lesser of four (4)  percentage  points
above  the rate  stated  in the first  paragraph  of this  Note and the  maximum
interest rate which may be collected from Borrower under  applicable law. If the
unpaid  principal  balance and all accrued  interest are not paid in full on the
Maturity Date, the unpaid principal  balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.  Borrower also acknowledges
that its failure to make timely  payments will cause Lender to incur  additional
expenses in servicing and  processing the Loan,  that,  during the time that any
monthly  installment  under this Note is  delinquent  for more than  thirty (30)
days,  Lender will incur  additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other  obligations and to take advantage of other investment  opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly installment under this Note is delinquent for more than thirty (30) days
or any other Event of Default has occurred and is  continuing,  Lender's risk of
nonpayment of this Note will be  materially  increased and Lender is entitled to
be compensated for such increased risk. Borrower agrees that the increase in the
rate of interest  payable under this Note to the Default Rate  represents a fair
and reasonable estimate,  taking into account all circumstances  existing on the
date of this Note,  of the  additional  costs and expenses  Lender will incur by
reason of the  Borrower's  delinquent  payment and the  additional  compensation
Lender is entitled to receive for the increased  risks of nonpayment  associated
with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness  equal to zero percent (0%) of the unpaid principal  balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

            (1) If the  prepayment is made between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,
                  by
                  (B)   the excess (if any) of the Monthly Note  Rate  over the
                        Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
            apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            9.250% U.S.  Treasury  Security due February 1, 2016, as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11.  Costs and  Expenses.  To the  fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal,  family, household or agricultural
purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

17. Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
             X       Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.


                       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


                                    NATIONAL PROPERTY INVESTORS 6, a California
                                    limited partnership

                                   By:   NPI Equity Investments, Inc., a Florida
                                         corporation, its general partner




                                          By:  ________________________________
                                              Patti K. Fielding
                                              Senior Vice President




                                   13-3140364
                                   Borrower's Social Security/Employer ID Number

<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS _____ DAY OF ________________, 2001.

GMAC COMMERCIAL MORTGAGE CORPORATION, a
   California corporation




By:  _______________________________
    Robert D. Falese, III
    Vice President


<PAGE>



                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE

The following  modifications are made to the text of the Note that precedes this
Exhibit:

1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2. Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.