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

                                   Form 10-QSB

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

              For the quarterly period ended September 30, 2005

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from ________________ to ________________

                         Commission file number 0-13261


                              SHELTER PROPERTIES VI
      (Exact name of small business issuer 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)


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 ___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes __ No X_



<PAGE>




                         PART I - FINANCIAL INFORMATION



Item 1.     Financial Statements



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

                               September 30, 2005
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 111
   Receivables and deposits                                                      132
   Restricted escrow                                                             107
   Other assets                                                                  249
   Investment properties:
      Land                                                     $ 588
      Buildings and related personal property                    9,681
                                                                10,269
      Less accumulated depreciation                             (6,698)        3,571
   Assets held for sale (Note A)                                               1,631
                                                                            $ 5,801
Liabilities and Partners' Capital (Deficiency)
Liabilities
   Accounts payable                                                          $ 112
   Tenant security deposit liabilities                                            40
   Accrued property taxes                                                         63
   Other liabilities                                                             148
   Due to affiliates (Note C)                                                    775
   Mortgage notes payable                                                      6,140
   Liabilities related to assets held for sale (Note A)                        1,818

Partners' Capital (Deficiency)
   General partners                                             $ 198
   Limited partners (42,324 units issued and
      outstanding)                                              (3,493)       (3,295)
                                                                            $ 5,801

                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        Nine months Ended
                                                 September 30,            September 30,
                                               2005        2004         2005         2004
                                                        (Restated)                (Restated)
Revenues:
<S>                                           <C>          <C>         <C>          <C>
  Rental income                               $ 441        $ 416       $ 1,253      $ 1,244
  Other income                                    45           60          141          155
        Total revenues                           486          476        1,394        1,399

Expenses:
  Operating                                      291          326          837          743
  General and administrative                      34           67          111          197
  Depreciation                                    99           92          289          289
  Interest                                       105           95          304          284
  Property taxes                                  21           20           65           63
        Total expenses                           550          600        1,606        1,576

Loss from continuing operations                  (64)        (124)        (212)        (177)

Income (loss) from discontinued
  operations (Notes A and D)                      12       (2,724)         (29)      (2,674)
Gain from sale of discontinued
  operations (Note D)                             --       24,356           --       24,356
Net (loss) income                             $ (52)      $21,508      $ (241)      $21,505

Net (loss) income allocated to
  general partners                             $ (1)       $ 215        $ (2)        $ 215
Net (loss) income allocated to
  limited partners                               (51)      21,293         (239)      21,290

                                              $ (52)      $21,508      $ (241)      $21,505
Per limited partnership unit:
  Loss from continuing operations            $ (1.48)     $ (2.89)     $ (4.96)     $ (4.14)
  Income (loss) from discontinued
    operations                                  0.28       (63.72)       (0.69)      (62.54)
  Gain from sale of discontinued
   operations                                     --       569.70           --       569.70
Net (loss) income per limited
  partnership unit                           $ (1.20)     $503.09      $ (5.65)     $503.02

Distributions per limited partnership
  unit                                         $ --       $425.27       $ --        $425.27

                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' capital (deficiency)
   at December 31, 2004                 42,324        $ 200       $(3,254)   $(3,054)

Net loss for the nine months
   ended September 30, 2005                 --            (2)        (239)      (241)

Partners' capital (deficiency)
   at September 30, 2005                42,324        $ 198       $(3,493)   $(3,295)

                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>

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

                                                                    Nine Months Ended
                                                                      September 30,
                                                                       2005      2004
Cash flows from operating activities:
<S>                                                                 <C>         <C>
  Net (loss) income                                                 $ (241)     $21,505
  Adjustments to reconcile net (loss) income to net
   cash provided by operating activities:
     Depreciation                                                      417          863
     Amortization of loan costs                                         34           46
     Gain from sale of discontinued operations                          --      (24,356)
     Loss on early extinguishment of debt                               --        2,727
     Change in accounts:
      Receivables and deposits                                           9           21
      Other assets                                                     (19)         (54)
      Accounts payable                                                  25           55
      Tenant security deposit liabilities                                8          (46)
      Accrued property taxes                                             3          (25)
      Due to affiliates                                                  9           86
      Other liabilities                                                (32)        (410)
           Net cash provided by operating activities                   213          412

Cash flows from investing activities:
  Property improvements and replacements                              (352)        (317)
  Net withdrawals from restricted escrows                               55           85
  Proceeds from sale of discontinued operations                         --       31,038
           Net cash (used in) provided by investing activities        (297)      30,806

Cash flows from financing activities:
  Repayment of mortgage note payable                                    --      (10,091)
  Payments on mortgage notes payable                                  (182)        (366)
  Prepayment penalty paid                                               --       (2,457)
  Distributions to partners                                             --      (18,000)
  Advances from affiliate                                              138          250
  Repayment of advances from affiliate                                 (30)        (250)
           Net cash used in financing activities                       (74)     (30,914)

Net (decrease) increase in cash and cash equivalents                  (158)         304
Cash and cash equivalents at beginning of period                       269          255

Cash and cash equivalents at end of period                          $ 111        $ 559

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 338        $ 846

Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
    accounts payable                                                 $ 61        $ 25

Included in property  improvements  and  replacements  for the nine months ended
September  30,  2005  and  2004  are   approximately   $42,000  and  $66,000  of
improvements  which were  included in accounts  payable at December 31, 2004 and
2003, respectively.

                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 nine month periods ended September
30, 2005 are not necessarily  indicative of the results that may be expected for
the fiscal year ending December 31, 2005. 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, 2004.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
accompanying  statements  of  operations  for the  three and nine  months  ended
September  30,  2004 have been  restated  as of January  1, 2004 to reflect  the
operations  of Carriage  House  Apartments  as income  (loss) from  discontinued
operations.  The  operations  of River Reach  Apartments  for the three and nine
months ended  September  30, 2004 are also  reflected as loss from  discontinued
operations due to its sale to a third party in August 2004. On October 26, 2005,
the Partnership sold Carriage House Apartments to a third party (see Note F). In
accordance  with SFAS No. 144,  the assets and  liabilities  of  Carriage  House
Apartments  have been  classified  as held for sale at September 30, 2005 on the
accompanying balance sheet.

Note B - Reconciliation of Cash Flows

The following,  as required by the partnership agreement of the Partnership (the
"Partnership Agreement"), 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.  However, "Net cash from
operations"  should not be considered an alternative to net loss as an indicator
of the  Partnership's  operating  performance  or to cash  flows as a measure of
liquidity.
<TABLE>
<CAPTION>

                                                               Nine Months Ended
                                                                September 30,
                                                             2005          2004
                                                                (in thousands)
<S>                                                         <C>            <C>
     Net cash provided by operating activities              $ 213          $ 412
       Payments on mortgage notes payable                     (182)          (366)
       Property improvements and replacements                 (352)          (317)
       Change in restricted escrows, net                        55             85
       Changes in reserves for net operating
         liabilities                                            (3)           373
       Additions to operating reserves                          --           (187)

     Net cash used in operations                            $ (269)        $ --
</TABLE>

The Corporate  General Partner reserved  approximately  $187,000 during the nine
months  ended   September  30,  2004  to  fund  capital   improvements   at  the
Partnership's investment properties.

Note C - Transactions with Affiliated Parties

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

Affiliates of the Corporate  General  Partner  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
$95,000 and  $199,000  for the nine months  ended  September  30, 2005 and 2004,
respectively,  which are included in operating  expenses and income  (loss) from
discontinued operations.

Affiliates  of  the  Corporate  General  Partner  charged  the  Partnership  for
reimbursement of accountable  administrative expenses amounting to approximately
$91,000 and  $134,000  for the nine months  ended  September  30, 2005 and 2004,
respectively,  which  are  included  in  general  and  administrative  expenses,
investment  properties,   and  assets  held  for  sale.  The  portion  of  these
reimbursements  included in investment  properties  and assets held for sale for
the  nine  months  ended  September  30,  2005 and  2004  are  fees  related  to
construction  management  services  provided by an  affiliate  of the  Corporate
General  Partner  of  approximately  $30,000  and  $5,000,   respectively.   The
construction  management  service fees are  calculated  based on a percentage of
additions to investment properties.  At September 30, 2005, approximately $8,000
was owed to  affiliates  for unpaid  reimbursements  and is  included  in due to
affiliates.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Foxfire/Barcelona  Village during 2000, Nottingham Square Apartments in December
2002, and River Reach  Apartments in August 2004, 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;  accordingly,
the combined fees of  approximately  $658,000 have been accrued and are included
in due to affiliates.

During the nine months ended  September  30, 2005 and 2004,  an affiliate of the
Corporate  General Partner advanced the Partnership  approximately  $138,000 and
$250,000,  respectively, to cover capital expenditures and operating expenses at
Village  Gardens  Apartments and Rocky Creek  Apartments  and  additional  costs
related to the sale of Nottingham Square Apartments,  respectively.  Interest is
accrued  at the  prime  rate plus 1% (7.75% at  September  30,  2005).  Interest
expense  on these  advances  was  approximately  $1,000  and $3,000 for the nine
months ended September 30, 2005 and 2004,  respectively.  During the nine months
ended   September  30,  2005  and  2004,  the   Partnership   made  payments  of
approximately $30,000 and $250,000,  respectively,  on the outstanding advances.
At September 30, 2005, the amount of outstanding advances and associated accrued
interest due to an affiliate of the Corporate  General Partner was approximately
$109,000 and is included in due to affiliates.

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,   general
liability 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 nine months ended
September  30,  2005 and 2004,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $40,000  and  $74,000,  respectively,  for  insurance
coverage and fees associated with policy claims administration.

Note D - Disposition of Investment Property

On August 30, 2004, the Partnership sold River Reach Apartments to a third party
for approximately  $31,683,000.  After payment of closing costs of approximately
$645,000,  the net  proceeds  received  by the  Partnership  were  approximately
$31,038,000.  The  Partnership  used a  portion  of the  proceeds  to repay  the
mortgage encumbering the property of approximately $10,091,000.  The sale of the
property resulted in a gain of approximately  $24,356,000 for the three and nine
months ended September 30, 2004. In addition, the Partnership recorded a loss on
early  extinguishment  of debt of approximately  $2,727,000,  as a result of the
write off of unamortized loan costs and a prepayment penalty,  which is included
in income (loss) from  discontinued  operations.  The results of the  property's
operations  for  the  three  and  nine  months  ended   September  30,  2004  of
approximately  $2,000 and $78,000,  respectively,  are included in income (loss)
from discontinued  operations and include revenues of approximately $465,000 and
$1,891,000,  respectively.  The loss from  discontinued  operations for the nine
months ended  September 30, 2005 includes income of  approximately  $13,000 as a
result of the collection of tenant receivables.

Note E - Contingencies

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.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Corporate  General  Partner,  are  defendants  in a lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such  agencies in  connection  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection  with the ownership,  operation and management of its  properties,
the Partnership  could  potentially be liable for  environmental  liabilities or
costs associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold  exposure.  Affiliates of the Corporate  General  Partner
have  implemented a national  policy and procedures to prevent or eliminate mold
from its  properties  and the  Corporate  General  Partner  believes  that these
measures will  minimize the effects that mold could have on residents.  To date,
the Partnership  has not incurred any material costs or liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Corporate  General  Partner can make
no assurance that liabilities resulting from the presence of or exposure to mold
will not have a material adverse effect on the Partnership's financial condition
or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

Note F - Subsequent Events

On October 26, 2005, the Partnership  sold Carriage House  Apartments to a third
party for a gross  sale  price of  approximately  $3,500,000.  The net  proceeds
realized by the  Partnership  were  approximately  $3,447,000  after  payment of
closing costs and a prepayment  penalty owed by the  Partnership and paid by the
buyer.  The  Partnership  used  approximately  $1,766,000 of the net proceeds to
repay  the  mortgage  encumbering  the  property.  The  Partnership  distributed
approximately $1,088,000 of the net proceeds to the limited partners ($25.71 per
limited  partnership unit). As a result of the sale, the Partnership  expects to
record a gain of approximately $1,726,000 and a loss on the early extinguishment
of debt of  approximately  $40,000  during  the  fourth  quarter  of  2005.  The
property's operations, income of approximately $12,000 and loss of approximately
$42,000 for the three and nine months ended  September  30, 2005,  respectively,
and income of  approximately  $1,000 and loss of  approximately  $25,000 for the
three and nine months  ended  September  30,  2004,  respectively,  are shown as
income  (loss) from  discontinued  operations.  Included  in income  (loss) from
discontinued  operations are revenues of approximately $178,000 and $543,000 for
the  three  and  nine  months  ended  September  30,  2005,  respectively,   and
approximately  $177,000  and  $541,000  for the  three  and  nine  months  ended
September 30, 2004, respectively.

Subsequent to September 30, 2005,  the  Partnership  entered into a Purchase and
Sale  Contract  to sell Rocky Creek  Apartments  to a third party for a purchase
price  of  approximately  $4,450,000.  The  anticipated  closing  date  for  the
transaction is January 31, 2006. At September 30, 2005, the carrying  amounts of
the mortgage note payable and investment property for Rocky Creek Apartments are
approximately $2,182,000 and $1,791,000,  respectively. The operating results of
Rocky Creek  Apartments  for the three and nine months ended  September 30, 2005
were income of approximately  $5,000 and $12,000,  respectively,  which included
revenues of  approximately  $218,000 and $634,000,  respectively.  The operating
results of the property for the three and nine months ended  September  30, 2004
were income of approximately $31,000 and $117,000,  respectively, which included
revenues of approximately $218,000 and $656,000, respectively.
<PAGE>
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 three apartment  complexes,
one of which is  classified as held for sale at September 30, 2005 (as discussed
in  "Results  of  Operations").  The  following  table  sets  forth the  average
occupancy  of the  remaining  properties  for  each  of the  nine  months  ended
September 30, 2005 and 2004:

                                                            Average
                                                           Occupancy
       Property                                        2005          2004

       Rocky Creek Apartments (1)
         Augusta, Georgia                              92%            95%

       Village Gardens Apartments (2)
         Fort Collins, Colorado                        87%            84%

(1)   The Corporate General Partner attributes the decrease in average occupancy
      at Rocky Creek  Apartments to recent  military  deployments in the Augusta
      area.

(2)   The Corporate General Partner attributes the increase in average occupancy
      at  Village  Gardens  Apartments  to  competitive  pricing  and  increased
      resident retention efforts.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Corporate  General Partner  monitors the
rental market environment 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,  the Corporate  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions;  accordingly,  there  is no  guarantee  that the  Corporate  General
Partner will be able to sustain such a plan.  Further,  a number of factors that
are outside the control of the  Partnership  such as the local economic  climate
and weather can  adversely  or  positively  affect the  Partnership's  financial
results.

Results of Operations

The Partnership  realized a net loss of  approximately  $52,000 and $241,000 for
the three and nine months ended  September 30, 2005,  respectively,  compared to
net income of  approximately  $21,508,000 and $21,505,000 for the three and nine
months ended September 30, 2004,  respectively.  In accordance with Statement of
Financial  Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets", the accompanying statements of operations for
the three and nine months  ended  September  30,  2004 have been  restated as of
January 1, 2004 to reflect the operations of Carriage House Apartments as income
(loss) from  discontinued  operations.  The operations of River Reach Apartments
for the three and nine months  ended  September  30, 2004 are also  reflected as
loss from  discontinued  operations  due to its sale to a third  party in August
2004. The Partnership sold Carriage House Apartments to a third party on October
26,  2005.  In  accordance  with SFAS No.  144,  the assets and  liabilities  of
Carriage House Apartments have been classified as held for sale at September 30,
2005.

On August 30, 2004, the Partnership sold River Reach Apartments to a third party
for approximately  $31,683,000.  After payment of closing costs of approximately
$645,000,  the net  proceeds  received  by the  Partnership  were  approximately
$31,038,000.  The  Partnership  used a  portion  of the  proceeds  to repay  the
mortgage encumbering the property of approximately $10,091,000.  The sale of the
property resulted in a gain of approximately  $24,356,000 for the three and nine
months ended September 30, 2004. In addition, the Partnership recorded a loss on
early  extinguishment  of debt of approximately  $2,727,000,  as a result of the
write off of unamortized loan costs and a prepayment penalty,  which is included
in income (loss) from  discontinued  operations.  The results of the  property's
operations  for  the  three  and  nine  months  ended   September  30,  2004  of
approximately  $2,000 and $78,000,  respectively,  are included in income (loss)
from discontinued  operations and include revenues of approximately $465,000 and
$1,891,000,  respectively.  The loss from  discontinued  operations for the nine
months ended  September 30, 2005 includes income of  approximately  $13,000 as a
result of the collection of tenant receivables.

The operations of Carriage House Apartments, income of approximately $12,000 and
loss of approximately  $42,000 for the three and nine months ended September 30,
2005, respectively, and income of approximately $1,000 and loss of approximately
$25,000 for the three and nine months ended  September  30, 2004,  respectively,
are shown as income  (loss)  from  discontinued  operations.  Included in income
(loss) from discontinued  operations are revenues of approximately  $178,000 and
$543,000 for the three and nine months ended  September 30, 2005,  respectively,
and  approximately  $177,000  and  $541,000  for the three and nine months ended
September 30, 2004, respectively.

The Partnership  recognized a loss from continuing  operations of  approximately
$64,000 and  $212,000 for the three and nine months  ended  September  30, 2005,
respectively,  compared to a loss from  continuing  operations of  approximately
$124,000 and $177,000  for the three and nine months ended  September  30, 2004,
respectively.  The  decrease in loss from  continuing  operations  for the three
months ended  September  30, 2005 is due to a decrease in total  expenses and an
increase in total revenues.  The increase in loss from continuing operations for
the nine months ended September 30, 2005 is due to an increase in total expenses
and a decrease in total  revenues.  The decrease in total expenses for the three
months  ended  September  30, 2005 is due to  decreases  in both  operating  and
general and  administrative  expenses,  partially  offset by  increases  in both
depreciation and interest  expense.  The increase in total expenses for the nine
months  ended  September  30, 2005 is due to  increases  in both  operating  and
interest expense,  partially offset by a decrease in general and  administrative
expenses.  Depreciation  expense  remained  relatively  consistent  for the nine
months ended  September  30,  2005.  Property  tax expense  remained  relatively
constant  for both the three and nine  months  ended  September  30,  2005.  The
decrease in operating  expenses for the three months ended September 30, 2005 is
primarily  due  to  a  decrease  in  advertising   expense  at  Village  Gardens
Apartments.  The  increase in  depreciation  expense for the three  months ended
September 30, 2005 is due to property  improvements and replacements placed into
service  at both of the  Partnership's  investment  properties  during  the past
twelve  months.  The  increase in  operating  expenses for the nine months ended
September  30, 2005 is due to increases in payroll  related  expenses at both of
the Partnership's  investment properties,  contract maintenance expense at Rocky
Creek  Apartments and utility expenses at Village Gardens  Apartments.  Interest
expense  increased for both periods primarily due to an increase in the interest
rate on the variable rate mortgage encumbering Rocky Creek Apartments, partially
offset by scheduled  principal  payments made on the mortgages  encumbering  the
Partnership's  investment properties,  which reduced the carrying balance of the
loans. General and administrative expenses decreased for both the three and nine
months ended  September 30, 2005 due to a decrease in management  reimbursements
to the  Corporate  General  Partner as allowed under the  Partnership  Agreement
primarily as a result of the 2004 sale of River Reach Apartments.  Also included
in general and administrative  expenses for both the three and nine months ended
September 30, 2005 and 2004 are costs  associated  with the quarterly and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

The increase in total revenues for the three months ended  September 30, 2005 is
due to an increase  in rental  income,  partially  offset by a decrease in other
income.  The decrease in total revenues for the nine months ended  September 30,
2005 is due to a decrease in other  income,  partially  offset by an increase in
rental  income.  The  increase  in  rental  income  for the three  months  ended
September  30, 2005 is  primarily  due to the  increases in occupancy at Village
Gardens  Apartments  and the  average  rental  rate at Rocky  Creek  Apartments,
partially  offset by a decrease  in the average  rental rate at Village  Gardens
Apartments.  The increase in rental  income for the nine months ended  September
30, 2005 is primarily  due to the  increases  in  occupancy  at Village  Gardens
Apartments and the average rental rate at Rocky Creek Apartments and reduced bad
debt expense at both properties,  partially offset by the decreases in occupancy
at Rocky  Creek  Apartments  and the  average  rental  rate at  Village  Gardens
Apartments.  The decrease in other income for both periods is primarily due to a
decrease in lease cancellation fees at Rocky Creek Apartments.

Liquidity and Capital Resources

At  September  30,  2005  the  Partnership  had cash  and  cash  equivalents  of
approximately  $111,000,  compared to  approximately  $559,000 at September  30,
2004. Cash and cash equivalents decreased  approximately $158,000, from December
31, 2004,  due to  approximately  $297,000 and $74,000 of cash used in investing
and  financing  activities,  respectively,  partially  offset  by  approximately
$213,000  of cash  provided  by  operating  activities.  Cash used in  investing
activities consisted of property improvements and replacements, partially offset
by net receipts from an escrow account  maintained by the mortgage lender.  Cash
used  in  financing  activities  consisted  of  principal  payments  made on the
mortgages  encumbering the Partnership's  investment  properties and payments on
advances from an affiliate of the Corporate General Partner, partially offset by
advances received from an affiliate. 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.  For example,  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.  Capital  improvements  planned for
each of the Partnership's properties are detailed below.

Rocky Creek Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $87,000  in  capital  improvements  at  Rocky  Creek  Apartments,
consisting   primarily  of  recreation  facility  upgrades  and  floor  covering
replacement.  The  improvements  were  funded  from  operating  cash  flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Carriage House Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $199,000 in capital  improvements  at Carriage House  Apartments,
consisting  primarily  of  exterior  painting,   heating  and  air  conditioning
upgrades,  and floor covering  replacement.  These improvements were funded from
replacement  reserves and operating  cash flow.  The  Partnership  sold Carriage
House Apartments to a third party on October 26, 2005.

Village Gardens Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $85,000 in capital  improvements at Village  Gardens  Apartments,
consisting  primarily of interior  improvements and floor covering  replacement.
These  improvements  were funded from  operating  cash flow and advances from an
affiliate of the Corporate General Partner. The Partnership  regularly evaluates
the capital  improvement  needs of the property.  While the  Partnership  has no
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

Capital expenditures will be incurred only if cash is available from operations,
Partnership  reserves,  or advances from an affiliate of the  Corporate  General
Partner.   To  the  extent  that  capital   improvements   are  completed,   the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive of capital improvements) of the Partnership. The mortgage encumbering
Village Gardens Apartments of approximately  $3,958,000 matures in January 2021,
at which time the  mortgage is  scheduled  to be fully  amortized.  The mortgage
encumbering  Rocky Creek Apartments of  approximately  $2,182,000 has a maturity
date of September  15, 2007,  at which time a balloon  payment of  approximately
$2,068,000  is due. The Corporate  General  Partner has the option to extend the
maturity on the Rocky Creek  Apartments loan for another five years.  After that
period the Corporate General Partner will attempt to refinance such indebtedness
and/or sell the property.  If the property  cannot be  refinanced  or sold,  the
Partnership will risk losing such property through foreclosure.

Subsequent to September 30, 2005,  the  Partnership  entered into a Purchase and
Sale  Contract  to sell Rocky Creek  Apartments  to a third party for a purchase
price  of  approximately  $4,450,000.  The  anticipated  closing  date  for  the
transaction is January 31, 2006. At September 30, 2005, the carrying  amounts of
the mortgage note payable and investment property for Rocky Creek Apartments are
approximately $2,182,000 and $1,791,000,  respectively. The operating results of
Rocky Creek  Apartments  for the three and nine months ended  September 30, 2005
were income of approximately  $5,000 and $12,000,  respectively,  which included
revenues of  approximately  $218,000 and $634,000,  respectively.  The operating
results of the property for the three and nine months ended  September  30, 2004
were income of approximately $31,000 and $117,000,  respectively, which included
revenues of approximately $218,000 and $656,000, respectively.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2005 and 2004 (in thousands except per unit data):
<TABLE>
<CAPTION>

                     Nine Months                       Nine Months
                        Ended         Per Limited         Ended         Per Limited
                    September 30,     Partnership     September 30,     Partnership
                         2005             Unit             2004             Unit

<S>                      <C>              <C>             <C>              <C>
Operations               $ --             $ --           $   100          $  2.34
Sale (1)                   --               --            17,900           422.93
                         $ --             $ --           $18,000          $425.27
</TABLE>

 (1) Proceeds from the sale of River Reach Apartments in August 2004.

Subsequent  to  September  30, 2005 the  Partnership  distributed  approximately
$1,088,000 to the limited  partners ($25.71 per limited  partnership  unit) from
proceeds from the sale of Carriage House Apartments.  Future cash  distributions
will depend on the levels of net cash generated from  operations,  the timing of
debt maturities,  property sales and/or  refinancings.  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 2005 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 28,435 limited  partnership  units
(the "Units") in the Partnership representing 67.18% of the outstanding Units at
September  30,  2005. 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 AIMCO Properties, L.P., 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 not 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 67.18% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
such 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  corporate  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

The Partnership's  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, but are not limited
to, changes in 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  impairment of the  Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

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.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Corporate  General  Partner,  are  defendants  in a lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

Item 5.     Other Information

            None.

Item 6.     Exhibits

            See Exhibit Index Attached.


<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: November 14, 2005



<PAGE>


                              SHELTER PROPERTIES VI

                                  EXHIBIT INDEX


Exhibit Number          Description of Exhibit

3                       See Exhibit 4 (a)

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.)

(b)                     Subscription  Agreement and Signature  Page (included as
                        Exhibits  4  (A)  and  4 (B)  8 to  the  Prospectus  and
                        incorporated herein by reference).

10(iii)                 Contracts related to refinancings of debt:

(g)                     Multifamily Note dated December 15, 2000 between Shelter
                        Properties  VI  and  Reilly  Mortgage  Group,   Inc.,  a
                        District  of  Columbia  corporation,   securing  Village
                        Gardens  Apartments  filed as Exhibit  10(iii)(g) to the
                        Partnership's  Form  8-K  Filed  February  1,  2001  and
                        incorporated herein by reference.

(h)                     Multifamily  Deed of Trust,  Assignment  of  Rents,  and
                        Security  Agreement  dated  December  15,  2000  between
                        Shelter VI and Reilly Mortgage  Group,  Inc., a District
                        of  Columbia   corporation,   securing  Village  Gardens
                        Apartments.   Filed  as   Exhibit   10(iii)(h)   to  the
                        Partnership's  Form  8-K  filed  February  1,  2001  and
                        incorporated herein by reference.

(j)                      Loan Agreement by and among Shelter  Properties VI, and
                         other  affiliated  partnerships,  and  GMAC  Commercial
                         Mortgage  Corporation,  a  California  corporation,  to
                         secure credit facility, dated September 16, 2002. Filed
                         as Exhibit  10(iii)(j) of the  Partnership's  Quarterly
                         Report on Form 10-QSB for the  quarterly  period  ended
                         September   30,   2002  and   incorporated   herein  by
                         reference.

(k)                     Multifamily Note by and among Shelter  Properties VI and
                        GMAC  Commercial  Mortgage  Corporation,   a  California
                        corporation,  to secure loan for Rocky Creek Apartments.
                        Filed  as  Exhibit   10(iii)(k)  of  the   Partnership's
                        Quarterly Report on Form 10-QSB for the quarterly period
                        ended  September  30,  2002 and  incorporated  herein by
                        reference.

(l)                     Multifamily Note by and among Shelter  Properties VI and
                        GMAC  Commercial  Mortgage  Corporation,   a  California
                        corporation,   to  secure   loan  for   Carriage   House
                        Apartments.   Filed  as   Exhibit   10(iii)(l)   of  the
                        Partnership's  Quarterly  Report on Form  10-QSB for the
                        quarterly   period   ended   September   30,   2002  and
                        incorporated herein by reference.
<PAGE>

10(iv)                  Contracts related to disposition of properties:

                  (g)   Purchase and Sale Contract between Shelter Properties VI
                        Limited   Partnership,    a   South   Carolina   limited
                        partnership,  and Neighborhood  Realty,  Inc., a Florida
                        corporation,  dated June 23, 2004 filed with Form 8-K on
                        September 3, 2004 and incorporated herein by reference.

                   (h)  Amendment of Purchase and Sale Contract  between Shelter
                        VI  Limited   Partnership,   a  South  Carolina  limited
                        Partnership,  and  JNM  River  Reach,  Ltd.,  a  Florida
                        limited  partnership,  dated  August 30, 2004 filed with
                        Form 8-K on September 3, 2004 and incorporated herein by
                        reference.

                   (i)  Purchase and Sale  Contract  between  Shelter VI Limited
                        Partnership and Juniper  Investment  Group,  Ltd., dated
                        May 19,  2005,  filed  with  the  Partnership  Quarterly
                        Report on Form  10-QSB for the  quarterly  period  ended
                        June 30, 2005 and incorporated herein by reference.

                   (j)  First Amendment to Purchase and Sale Contract - Carriage
                        House  Apartments,  dated June 7,  2005,  filed with the
                        Partnership  Quarterly  Report  on Form  10-QSB  for the
                        quarterly  period  ended June 30, 2005 and  incorporated
                        herein by reference.

                   (k)  Second   Amendment  to  Purchase  and  Sale  Contract  -
                        Carriage  House  Apartments,  dated July 7, 2005,  filed
                        with the Partnership Quarterly Report on Form 10-QSB for
                        the   quarterly   period   ended   June  30,   2005  and
                        incorporated herein by reference.

                   (l)  Third Amendment to Purchase and Sale Contract - Carriage
                        House  Apartments,  dated July 26, 2005,  filed with the
                        Partnership  Quarterly  Report  on Form  10-QSB  for the
                        quarterly  period  ended June 30, 2005 and  incorporated
                        herein by reference.

31.1                    Certification   of  equivalent   of  Chief   Executive
                        Officer  pursuant  to  Securities  Exchange  Act Rules
                        13a-14(a)/15d-4(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   of  the   equivalent   of  the   Chief
                        Executive   Officer   and  Chief   Financial   Officer
                        Pursuant  to  18  U.S.C.   Section  1350,  as  Adopted
                        Pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                        2002.

<PAGE>

Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, 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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date: November 14, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice  President of Shelter  Realty VI
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, 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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date: November 14, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice   President  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
September 30, 2005 as filed with the Securities  and Exchange  Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the chief
executive  officer of the Partnership,  and Stephen B. Waters, 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/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 14, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 14, 2005


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.