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

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the quarterly period ended June 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

        For the transition period from ________________ to ________________

                         Commission file number 0-13261


                              SHELTER PROPERTIES VI
             (Exact Name of Registrant as Specified in Its Charter)



         South Carolina                                          57-0755618
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

                                 (864) 239-1000
                           (Issuer's telephone number)

<PAGE>
                         PART I - FINANCIAL INFORMATION



ITEM 1.     Financial Statements



                              SHELTER PROPERTIES VI
                                  BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                                  June 30, 2003
<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,503
   Receivables and deposits                                                      161
   Restricted escrows                                                            285
   Other assets                                                                  712
   Investment properties:
      Land                                                    $ 2,613
      Buildings and related personal property                   28,175
                                                                30,788
      Less accumulated depreciation                            (18,726)       12,062
                                                                            $ 14,723

Liabilities and Partners' Capital (Deficiency)
Liabilities
   Accounts payable                                                           $ 67
   Tenant security deposit liabilities                                            89
   Accrued property taxes                                                        186
   Other liabilities                                                             219
   Due to affiliates                                                             341
   Mortgage notes payable                                                     18,852

Partners' Capital (Deficiency)
   General partners                                              $ 1
   Limited partners (42,324 units issued and
      outstanding)                                              (5,032)       (5,031)
                                                                            $ 14,723

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES VI
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>
                                          Three Months Ended       Six Months Ended
                                               June 30,                June 30,
                                          2003        2002         2003        2002
                                                   (Restated) (Restated)
Revenues:
<S>                                      <C>        <C>          <C>         <C>
   Rental income                         $ 1,212    $ 1,311      $ 2,440     $ 2,603
   Other income                              112         88          209         206
   Casualty gain (Note C)                     19         --           19          --
       Total revenues                      1,343      1,399        2,668       2,809

Expenses:
   Operating                                 563        530        1,054       1,090
   General and administrative                 77         96          183         227
   Depreciation                              327        318          648         634
   Interest                                  303        377          593         687
   Property taxes                             94         86          187         174
       Total expenses                      1,364      1,407        2,665       2,812

 Net (loss) income from continuing
  operations                                 (21)        (8)           3          (3)

Income from discontinued operations           81        189          267         410

Net income                               $    60    $   181      $   270     $   407

Net income allocated
   to general partners (1%)              $     1    $     2      $     3     $     4
Net income allocated
   to limited partners (99%)                  59        179          267         403

                                         $    60    $   181      $   270     $   407
Per Limited Partnership Unit:
  (Loss) income from continuing
    operations                           $ (0.50)   $ (0.19)     $  0.07     $ (0.07)
  Income from discontinued
    operations                              1.89       4.42         6.24        9.59
  Net income                             $  1.39    $  4.23      $  6.31     $  9.52

Distributions per limited
   partnership unit                      $    --    $ 89.71      $ 34.33     $ 89.71


                   See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


                               SHELTER PROPERTIES VI
               STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIENCY)
                                   (Unaudited)
                        (in thousands, except unit data)
<TABLE>
<CAPTION>

                                     Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

<S>                                     <C>            <C>        <C>        <C>
Original capital contributions          42,324         $ 2        $42,324    $42,326

Partners' deficit at
   December 31, 2002                    42,324         $ (1)      $(3,846)   $(3,847)

Distributions to partners                   --            (1)      (1,453)    (1,454)

Net income for the six months
   ended June 30, 2003                      --             3          267        270

Partners' capital (deficiency)
   at June 30, 2003                     42,324         $ 1        $(5,032)   $(5,031)


                   See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>

                              SHELTER PROPERTIES VI
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,
                                                                 2003         2002
Cash flows from operating activities:
<S>                                                           <C>          <C>
   Net income                                                 $   270      $   407
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                              648          938
        Amortization of discounts and loan costs                   33          125
        Loss on early extinguishment of debt                       --           48
        Casualty gain                                             (19)          --
        Change in accounts:
            Receivables and deposits                              104         (319)
            Other assets                                         (100)        (122)
            Accounts payable                                     (119)         (72)
            Tenant security deposit liabilities                     2           15
            Accrued property taxes                                124           72
            Other liabilities                                      (2)         144
            Due to affiliates                                      (1)          --

               Net cash provided by operating activities          940        1,236

Cash flows from investing activities:
   Property improvements and replacements                        (288)        (725)
   Net withdrawals from restricted escrows                        467          114
   Insurance proceeds received                                     25           --

               Net cash provided by (used in) investing
                  activities                                      204         (611)

Cash flows from financing activities:
   Repayment of mortgage notes payable                             --       (6,300)
   Proceeds from mortgage notes payable                            --       10,654
   Loan costs paid                                                 --         (292)
   Payments on mortgage notes payable                            (228)        (407)
   Distributions to partners                                   (1,454)      (3,797)
   Advances from affiliates                                        --          320
   Repayment of advances from affiliates                           --         (320)

               Net cash used in financing activities           (1,682)        (142)

Net (decrease) increase in cash and cash equivalents             (538)         483
Cash and cash equivalents at beginning of period                2,041          565
Cash and cash equivalents at end of period                    $ 1,503      $ 1,048

Supplemental disclosure of cash flow information:
   Cash paid for interest                                     $   562      $   789


                   See Accompanying Notes to Financial Statements

</TABLE>
<PAGE>

                              SHELTER PROPERTIES VI
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  financial  statements of Shelter Properties VI (the
"Partnership" or  "Registrant")  have been prepared in accordance with generally
accepted  accounting  principles for interim financial  information and with the
instructions  to Form 10-QSB and Item 310 (b) of  Regulation  S-B.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting  principles for complete financial  statements.  The general
partner  responsible  for  management of the  Partnership's  business is Shelter
Realty VI Corporation ("the Corporate General  Partner").  The Corporate General
Partner  is  a  subsidiary  of  Apartment   Investment  and  Management  Company
("AIMCO"),  a publicly traded real estate  investment  trust. The  non-corporate
general partner,  AIMCO Properties,  L.P., is also an affiliate of AIMCO. In the
opinion of the Corporate General Partner, all adjustments  (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating  results for the three and six month periods ended June 30,
2003, are not necessarily indicative of the results that may be expected for the
fiscal year ending  December 31,  2003.  For further  information,  refer to the
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the year ended December 31, 2002.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
business  enterprises report information about long-lived assets that are either
being held for sale or have already been disposed of by sale or other means. The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying statement of operations for the three and six months ended June 30,
2002 has been  restated  as of  January  1, 2002 to reflect  the  operations  of
Nottingham Square  Apartments as income from discontinued  operations due to the
sale of Nottingham Square in December 2002.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the accompanying consolidated statements of operations for 2002 reflect the loss
on early  extinguishment  of debt at River  Reach  Apartments  (see "Note D") in
interest expenses rather than as an extraordinary item.

Note B - Reconciliation of Cash Flows

The following is a reconciliation of "Net cash provided by operating activities"
on the accompanying  statements of cash flows to "Net cash from operations",  as
defined  in the  partnership  agreement  of the  Partnership  (the  "Partnership
Agreement").  However,  "Net cash from  operations"  should not be considered an
alternative  to  net  income  as an  indicator  of the  Partnership's  operating
performance or to cash flows as a measure of liquidity.

                                                            Six Months Ended
                                                                June 30,
                                                           2003          2002
                                                             (in thousands)
     Net cash provided by operating activities            $ 940        $ 1,236
        Payments on mortgage notes payable                 (228)          (407)
        Property improvements and replacements             (288)          (725)
        Change in restricted escrows, net                   467            114
        Changes in reserves for net operating
           liabilities                                       (8)           282
        Additions to operating reserves                    (883)          (500)
           Net cash provided by operations                 $ --          $ --

At June 30, 2003 and 2002, the Corporate General Partner reserved  approximately
$883,000  and  $500,000,  respectively,  to  fund  capital  improvements  at its
properties.

Note C - Casualty Event

In August 2002,  Carriage  House  Apartments  experienced  an  electrical  fire,
causing damage to two units and an outside storage building.  A casualty gain of
approximately  $19,000 was  recorded  during the three and six months ended June
30, 2003, due to the receipt of insurance proceeds of approximately  $25,000 net
of the write off of undepreciated damaged assets of approximately $6,000.

Note D - Refinancing of Mortgage Note Payable

On May 15, 2002, the Partnership refinanced the mortgage encumbering River Reach
Apartments.  The  refinancing  replaced  the  first  mortgage  of  approximately
$6,048,000 and the second mortgage of approximately $252,000 with a new mortgage
in the amount of $10,654,000. The new mortgage carries a stated interest rate of
7.16% compared to the 7.60% interest rate on the old mortgages.  Payments on the
mortgage  loan are due monthly  until the loan matures on June 1, 2022, at which
time it is scheduled to be fully  amortized.  Total  capitalized loan costs were
approximately   $292,000  during  the  six  months  ended  June  30,  2002.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately $48,000 during the six months ended June 30, 2002 due to the write
off of unamortized loan costs and debt discounts.  This amount has been included
in interest  expense.  In  addition,  the  Partnership  was  required to deposit
approximately  $100,000 in a repair  escrow  account with the lender in order to
complete required repairs at the property.

Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

Affiliates of the Corporate  General Partner are 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  $132,000  and $235,000 for the six months ended June 30, 2003 and
2002,  respectively,  which is included in  operating  expenses  and income from
discontinued operations.

Affiliates  of  the  Corporate   General  Partner  received   reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $143,000 and
$224,000  for the six months ended June 30, 2003 and 2002,  respectively,  which
are included in general and administrative  expenses and investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$13,000  and  $41,000  for  the  six  months  ended  June  30,  2003  and  2002,
respectively. The construction management service fees are calculated based on a
percentage of current additions to investment properties.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Foxfire/Barcelona  Village  during  2000 and  Nottingham  Square  Apartments  in
December 2002, the Corporate  General  Partner is entitled to a commission of up
to 1% for its assistance in the sale.  Payment of such commission is subordinate
to the limited  partners  receiving a cumulative 7% return on their  investment.
This  return  has not yet  been  met,  and  accordingly,  the  combined  fees of
approximately  $341,000  have been accrued and are included in due to affiliates
on the accompanying balance sheet at June 30, 2003.

The  Partnership  insures 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
Corporate  General Partner.  During the six months ended June 30, 2003 and 2002,
the  Partnership was charged by AIMCO and its affiliates  approximately  $75,000
and $142,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims and administration.

Note F - 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 Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate 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 Corporate  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  Corporate  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 Corporate 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 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 Corporate General Partner and affiliated  defendants  opposed
the motion.  On April 29, 2002, the Court held a hearing on  plaintiffs'  motion
for class  certification  and took the matter  under  submission  after  further
briefing,  as ordered by the court,  was  submitted by the parties.  On July 10,
2002, the Court entered an order vacating the trial date of January 13, 2003 (as
well as the pre-trial and  discovery  cut-off  dates) and stayed the case in its
entirety  through November 7, 2002 so that the parties could have an opportunity
to discuss settlement. On October 30, 2002, the court entered an order extending
the stay in effect through January 10, 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  Heller  action  was  brought  as a  purported
derivative  action,  and  asserted  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 Corporate  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.  On  March  27,  2002,  the
plaintiffs  filed a notice  appealing the order striking the  complaint.  Before
completing briefing on the appeal, the parties stayed further proceedings in the
appeal in light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Corporate  General  Partner or its affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

The  Corporate  General  Partner  does  not  anticipate  that  any  costs to the
Partnership, 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 2.     Management's Discussion and Analysis or Plan of Operation

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's investment properties consist of four apartment complexes. The
following  table sets forth the average  occupancy of the properties for each of
the six months ended June 30, 2003 and 2002:

                                                            Average
                                                           Occupancy
       Property                                        2003          2002

       Rocky Creek Apartments
         Augusta, Georgia                              93%            91%

       Carriage House Apartments
         Gastonia, North Carolina                      86%            92%

       River Reach Apartments
         Jacksonville, Florida                         96%            96%

       Village Gardens Apartments
         Fort Collins, Colorado                        74%            91%

The Corporate  General Partner  attributes the decrease in average  occupancy at
Carriage  House  Apartments to difficult  market  conditions due to the sluggish
economy.  The  decrease in  occupancy at Village  Gardens  Apartments  is due to
military  deployments,  low mortgage  interest  rates and a slow economy in Fort
Collins, Colorado.

Results of Operations

The Partnership  realized net income of  approximately  $60,000 and $270,000 for
the  three  and six  months  ended  June 30,  2003,  compared  to net  income of
approximately  $181,000 and $407,000 for the three and six months ended June 30,
2002.  The decrease in net income for both periods is due to a decrease in total
revenues, partially offset by a decrease in total expenses. Effective January 1,
2002, the Partnership  adopted Statement of Financial  Accounting  Standards No.
144,  "Accounting  for the Impairment or Disposal of Long-Lived  Assets",  which
established  standards  for the way  that  public  business  enterprises  report
information  about long-lived assets that are either being held for sale or have
already been  disposed of by sale or other means.  The  standard  requires  that
results of operations for a long-lived  asset that is being held for sale or has
already  been  disposed  of be  reported  as a  discontinued  operation  on  the
statement of operations.  As a result, the accompanying  statement of operations
for the three and six months ended June 30, 2002 has been restated as of January
1, 2002 to reflect the operations of Nottingham Square Apartments as income from
discontinued operations due to the property's sale in December 2002.

The income from  discontinued  operations for the six months ended June 30, 2003
includes a refund of property tax of approximately  $193,000 and additional gain
on  disposal  of  property  due  to  the  write  off  of  expense   reserves  of
approximately $74,000 at Nottingham Square.

On December 20, 2002, the Partnership  sold Nottingham  Square  Apartments to an
unaffiliated  third party for  $20,000,000.  After  payment of closing  costs of
approximately  $327,000,  the net  proceeds  received  by the  Partnership  were
approximately  $19,673,000.  The  Partnership  used a portion of the proceeds to
repay the mortgage  encumbering the property of approximately  $10,300,000.  The
sale of the property resulted in a gain on the sale during the fourth quarter of
2002 of approximately $13,106,000.  In addition, the Partnership recorded a loss
on early  extinguishment of debt of approximately  $247,000,  as a result of the
write  off of  unamortized  loan  costs  and  debt  discounts.  Pursuant  to the
Partnership  Agreement and in connection  with the sale,  the Corporate  General
Partner is  entitled to a  commission  of up to 1% for its  assistance  with the
sale.  Payment  of  such  commission  is  subordinate  to the  limited  partners
receiving a cumulative  7% return on their  investment.  This return has not yet
been met and  accordingly,  approximately  $200,000  was  accrued  and unpaid at
December 31, 2002.

The Partnership  recognized  income from continuing  operations of approximately
$3,000  for the six  months  ended  June 30,  2003  and a loss of  approximately
$21,000  for the three  months  ended  June 30,  2003,  compared  to a loss from
continuing  operations of approximately  $8,000 and $3,000 for the three and six
months ended June 30, 2002.  The increase in income from  continuing  operations
for the six months  ended June 30, 2003 is due to a decrease  in total  expenses
partially  offset by a decrease in total  revenues.  The decrease in income from
continuing  operations  for the three  months  ended June 30,  2003 was due to a
decrease in total  revenues  partially  offset by a decrease in total  expenses.
Total  revenues  decreased  for both periods due to a decrease in rental  income
partially offset by a casualty gain at Carriage House Apartments.  Rental income
decreased  primarily due to decreases in occupancy at Carriage House and Village
Gardens  Apartments,  reduced  rental rates at Village  Gardens  Apartments  and
increased  concession costs at Rocky Creek and Village Gardens  Apartments.  For
the three  months  ended June 30,  2003 an increase  in other  income  partially
offset the decrease in rental  income.  Other income  increased due to increased
utility reimbursements and late charges at River Reach Apartments.

In August 2002,  Carriage  House  Apartments  experienced  an  electrical  fire,
causing damage to two units and an outside storage building.  A casualty gain of
approximately  $19,000 was  recorded  during the three and six months ended June
30, 2003, due to the receipt of insurance proceeds of approximately  $25,000 net
of the write off of undepreciated damaged assets of approximately $6,000.

Total expenses decreased for the six months ended June 30, 2003 due to decreases
in operating, general and administrative and interest expenses. Depreciation and
property tax expenses remained  relatively  constant for the comparable periods.
Operating  expenses  decreased  due primarily to reduced  property  expenses and
management fees.  Property expenses decreased due to reduced payroll and related
benefit costs at Rocky Creek and Carriage House  Apartments and reduced  utility
charges at River Reach  Apartments  partially  offset by  increased  payroll and
related benefit expenses at River Reach Apartments. Management fees decreased at
most of the  Partnership's  properties due to reduced  rental  income.  Interest
expense  decreased  primarily due to refinancing of several of the Partnership's
properties in 2002.

Total expenses for the three months ended June 30, 2003 decreased  primarily due
to decreases  in general and  administrative  expenses  and interest  expense as
discussed above,  partially offset by increased  operating  expenses.  Operating
expenses  increased  for the three month period due to increases in  maintenance
expenses.  Maintenance expense increased due primarily to increased painting and
floor covering repair costs at Village Gardens Apartments.

General and administrative expenses decreased for the three and six months ended
June 30, 2003 due to a decrease in the costs of services  included in management
reimbursements  to the Corporate  General  Partner allowed under the Partnership
Agreement. In addition to management  reimbursements,  costs associated with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit  required by the  Partnership  Agreement  are also  included in
general and administrative expenses.

As part of the ongoing business plan of the Partnership,  the Corporate  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  Corporate  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 Corporate General Partner will be able to sustain
such a plan.

Liquidity and Capital Resources

At  June  30,  2003,  the  Partnership   held  cash  and  cash   equivalents  of
approximately  $1,503,000 compared to approximately $1,048,000 at June 30, 2002.
Cash and cash equivalents  decreased  approximately  $538,000 since December 31,
2002  due to  approximately  $1,682,000  of cash  used in  financing  activities
partially  offset by  approximately  $204,000 and  $940,000 of cash  provided by
investing  and  operating  activities,  respectively.  Cash  used  in  financing
activities  consisted of principal  payments on the  mortgages  encumbering  the
Partnership's  properties and distributions  paid to partners.  Cash provided by
investing activities consisted of withdrawals from restricted escrows maintained
by the mortgage  lenders and insurance  proceeds  received,  partially offset by
property  improvements  and  replacements.  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 investment  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  Corporate
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related  to  compliance,  including  increased  legal  and audit  fees.  Capital
improvements planned for each of the Registrant's properties are detailed below.

Rocky Creek Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately   $26,000  in  capital  improvements  at  Rocky  Creek  Apartments
primarily  consisting of floor  covering  replacements.  The  improvements  were
funded  from  operating  cash  flow.  The  Partnership   evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $17,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering  replacements,  appliance  replacements,  pool  upgrades  and  interior
redecorating.  Additional capital 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.

Carriage House Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $134,000 in capital  improvements  at Carriage  House  Apartments
primarily  consisting of floor covering  replacements,  electrical  upgrades and
reconstruction costs related to a fire at the property.  These improvements were
funded  from  operating  cash  flow  and  insurance  proceeds.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently  expects to complete  an  additional  $20,000 in capital  improvements
during the remainder of 2003. The additional  capital  improvements will consist
primarily  of floor  covering and  appliance  replacements.  Additional  capital
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.

River Reach Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately   $74,000  in  capital  improvements  at  River  Reach  Apartments
primarily  consisting of floor covering and air conditioning unit  replacements,
and water/sewer  upgrades.  These  improvements  were funded from operating cash
flow. The Partnership  evaluates the capital  improvement  needs of the property
during the year and  currently  expects to  complete  an  additional  $42,000 in
capital  improvements  during the  remainder  of 2003.  The  additional  capital
improvements  will consist  primarily of plumbing  enhancement  projects,  floor
covering  replacements,  roof replacements,  pool furniture and office upgrades.
Additional  capital  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.

Village Gardens Apartments

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $54,000 in capital  improvements  at Village  Gardens  Apartments
primarily  consisting  of  floor  covering  replacements,   painting,   interior
decoration, and lighting upgrades. These improvements were funded from operating
cash flow and  replacement  reserves.  The  Partnership  evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $27,000 in capital  improvements  during the remainder of
2003. The additional  capital  improvements  will consist  primarily of exterior
painting,  interior improvements,  and floor covering  replacements.  Additional
capital 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.

The additional  capital  expenditures will be incurred only if cash is available
from  operations  and  Partnership  reserves.  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 May 15, 2002,  the  Partnership  refinanced the mortgages  encumbering  River
Reach Apartments.  The refinancing  replaced the first mortgage of approximately
$6,048,000 and the second mortgage of approximately $252,000 with a new mortgage
in the amount of $10,654,000. The new mortgage carries a stated interest rate of
7.16% compared to the 7.60% interest rate on the old mortgages.  Payments on the
mortgage  loan are due monthly  until the loan matures on June 1, 2022, at which
time it is scheduled to be fully  amortized.  Total  capitalized loan costs were
approximately  $292,000 during the year ended December 31, 2002. The Partnership
recognized a loss on the early  extinguishment of debt of approximately  $48,000
during the year ended December 31, 2002 due to the write off of unamortized loan
costs and debt discounts.  In addition,  the Partnership was required to deposit
approximately  $100,000 in a repair  escrow  account with the lender in order to
complete required repairs at the property.

On September 16, 2002,  the  Partnership  refinanced  the mortgages  encumbering
Rocky Creek and Carriage House Apartments. These loans were initially refinanced
under an interim credit facility ("Interim Credit Facility") which had a term of
three  months.  The  Interim  Credit  Facility  included   properties  in  other
partnerships  that are affiliated  with the  Partnership.  However,  the Interim
Credit  Facility  created  separate  loans  for  each  property  that  were  not
cross-collateralized  or cross-defaulted  with the other property loans.  During
the three  month  term of the  Interim  Credit  Facility,  the  properties  were
required to make interest-only  payments. The first month's interest,  which was
paid at the date of the  refinancing,  was  calculated  at  LIBOR  plus 70 basis
points.  Interest for the following two months was  calculated at LIBOR plus 150
basis points and was due monthly.

During December 2002 the loans  encumbering  Rocky Creek and Carriage House were
sold to  Fannie  Mae  under  a  permanent  credit  facility  ("Permanent  Credit
Facility"). The Permanent Credit Facility has a maturity of five years, with one
five-year extension option. This Permanent Credit Facility also creates separate
loans for each property  that are not  cross-collateralized  or  cross-defaulted
with the other property  loans.  Each note under this Permanent  Credit Facility
will begin as a variable rate loan with the option of converting to a fixed rate
loan after three  years.  The interest  rate on the  variable  rate loans is the
Fannie Mae discounted  mortgage-backed  security index plus 85 basis points. The
rate was 1.80% at June 30, 2003 and will reset  monthly.  In  addition,  monthly
principal payments are required based on a 30-year amortization schedule,  using
the interest  rate in effect  during the first month that any property is in the
Permanent Credit Facility. The loans are prepayable without penalty.

The refinancing of the Rocky Creek  Apartments loans replaced the first mortgage
of approximately  $1,753,000 and second mortgage of approximately $74,000 with a
new  mortgage in the amount of  $2,340,000.  Total  capitalized  loan costs were
approximately  $105,000 during the year ended December 31, 2002. The Partnership
recognized a loss on the early  extinguishment  of debt of approximately  $5,000
during the year ended December 31, 2002 due to the write off of unamortized loan
costs and debt discounts.

The  refinancing  of the  Carriage  House  Apartments  loans  replaced the first
mortgage  of  approximately  $1,616,000  and second  mortgage  of  approximately
$68,000 with a new mortgage in the amount of $1,898,000.  Total capitalized loan
costs were  approximately  $88,000  during the year ended December 31, 2002. The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $5,000  during the year ended  December 31, 2002 due to the write
off of unamortized loan costs and debt discounts.  In addition,  the Partnership
was required to deposit  approximately  $198,000 in a repair escrow account with
the lender in order to complete required repairs at the property.

On November 15, 2002,  the  Partnership  refinanced  the  mortgages  encumbering
Nottingham  Square  Apartments.  The refinancing  replaced the first mortgage of
approximately  $6,296,000 and the second mortgage of approximately $268,000 with
a new mortgage of approximately $10,300,000 under the Initial Credit Facility as
discussed above. The Partnership  recognized a loss on the early  extinguishment
of debt of approximately $247,000 during the year ended December 31, 2002 due to
the write off of unamortized  loan costs and debt  discounts.  In addition,  the
Partnership  was required to deposit  approximately  $456,000 in a repair escrow
account with the lender in order to complete  required  repairs at the property.
During the six months  ended June 30,  2003,  these  funds were  returned to the
Partnership as a result of the sale of the property in December 2002.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)  of  the   Partnership.   The  mortgages
encumbering River Reach and Village Gardens Apartments aggregating approximately
$14,656,000  mature in June 2022 and January 2021,  respectively,  at which time
the  mortgages are scheduled to be fully  amortized.  The mortgages  encumbering
Rocky Creek and Carriage House Apartments aggregating  approximately  $4,196,000
mature  on  September  16,  2007  at  which  time  balloon   payments   totaling
approximately  $3,736,000 are due. The Corporate  General Partner has the option
to extend the  maturity  date on the Rocky Creek and Carriage  House  Apartments
loans for another five years.  After that period the Corporate  General  Partner
will attempt to refinance such indebtedness  and/or sell the properties prior to
the optional  extended  maturity date. If the properties cannot be refinanced or
sold, the Partnership will risk losing such properties through foreclosure.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2003         Unit        June 30, 2002         Unit

<S>                     <C>              <C>               <C>              <C>
Operations              $ 126            $ 2.95            $ --             $ --
Refinance (1)               --               --            3,797            89.71
Sale (2)                 1,328            31.38               --               --
                        $1,454           $34.33           $3,797           $89.71
</TABLE>

(1) From the refinance of River Reach  Apartments in 2002.
(2) From the sale of Nottingham Square Apartments in 2002.

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.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient funds from operations,
after required capital improvements,  to permit additional  distributions to its
partners during the remainder of 2003 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 27,773 limited  partnership  units
(the "Units") in the Partnership representing 65.62% of the outstanding Units at
June 30, 2003. 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 acquire  additional Units in exchange for cash or a combination of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers.  Pursuant to the  Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters that include,  but are limited to,  voting on certain  amendments to the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  65.62% of the  outstanding  Units,  AIMCO and its
affiliates are in a position to control all voting decisions with respect to the
Partnership. Although the Corporate General Partner owes fiduciary duties to the
limited  partners of the  Partnership,  the Corporate  General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the Corporate General Partner,  as managing general partner,  to the Partnership
and its limited partners may come into conflict with the duties of the Corporate
General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The financial  statements are prepared in accordance with accounting  principles
generally  accepted in the United States which require the  Partnership  to make
estimates and  assumptions.  The  Partnership  believes that of its  significant
accounting  policies,  the following may involve a higher degree of judgment and
complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

Item 3.     Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Corporate  General Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer and  principal  financial  officer of the  Corporate  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     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 Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate 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 Corporate  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  Corporate  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 Corporate 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 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 Corporate General Partner and affiliated  defendants  opposed
the motion.  On April 29, 2002, the Court held a hearing on  plaintiffs'  motion
for class  certification  and took the matter  under  submission  after  further
briefing,  as ordered by the court,  was  submitted by the parties.  On July 10,
2002, the Court entered an order vacating the trial date of January 13, 2003 (as
well as the pre-trial and  discovery  cut-off  dates) and stayed the case in its
entirety  through November 7, 2002 so that the parties could have an opportunity
to discuss settlement. On October 30, 2002, the court entered an order extending
the stay in effect through January 10, 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  Heller  action  was  brought  as a  purported
derivative  action,  and  asserted  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 Corporate  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.  On  March  27,  2002,  the
plaintiffs  filed a notice  appealing the order striking the  complaint.  Before
completing briefing on the appeal, the parties stayed further proceedings in the
appeal in light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Corporate  General  Partner or its affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  4(a),  Amended  and  Restated  Certificate  and  Agreement  of
                  Limited  Partnership  (included as Exhibit A to the Prospectus
                  of Registrant  dated March 22, 1984 contained in Amendment No.
                  1 to Registration  Statement No. 2-86995,  of Registrant filed
                  March 21, 1984 (the  "Prospectus") and incorporated  herein by
                  reference).

                  31.1  Certification  of equivalent of Chief Executive  Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

                  31.2  Certification  of equivalent of Chief Financial  Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

                  32.1,  Certification  Pursuant to 18 U.S.C.  Section  1350, as
                  Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.

            b) Reports on Form 8-K filed for the quarter ended June 30, 2003:

                  None.



<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                              SHELTER PROPERTIES VI

                                 By:     Shelter Realty VI Corporation
                                         Corporate General Partner

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

                                 By:     /s/Thomas C. Novosel
                                         Thomas C. Novosel
                                         Senior Vice President
                                         and Chief Accounting Officer

                              Date: August 13, 2003


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Shelter Properties
      VI;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  August 13, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President of Shelter Realty
                                    VI  Corporation,  equivalent  of  the  chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Shelter Properties
      VI;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date: August 13, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer  of Shelter  Realty VI  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Quarterly Report on Form 10-QSB of Shelter  Properties VI
Limited Partnership (the "Partnership"), for the quarterly period ended June 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the chief  executive
officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
chief financial officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 13, 2003


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.