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 June 30, 2002

[] TRANSITION REPORT UNDER 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 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)




                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS



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

                                  June 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,048
   Receivables and deposits                                                      491
   Restricted escrows                                                            798
   Other assets                                                                  615
   Investment properties:
      Land                                                    $ 3,745
      Buildings and related personal property                   42,551
                                                                          46,296
      Less accumulated depreciation                            (27,270)       19,026
                                                                            $ 21,978

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 75
   Tenant security deposit liabilities                                           171
   Accrued property taxes                                                        644
   Other liabilities                                                             536
   Due to affiliates                                                             142
   Mortgage notes payable                                                     25,150

Partners' Deficit
   General partners                                            $ (253)
   Limited partners (42,324 units issued and
      outstanding)                                              (4,487)       (4,740)
                                                                            $ 21,978

                   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,
                                          2002        2001         2002        2001
                                                                            (restated)
Revenues:
<S>                                      <C>        <C>          <C>         <C>
   Rental income                         $ 2,109    $ 2,045      $ 4,207     $ 4,088
   Other income                              220        222          439         467
       Total revenues                      2,329      2,267        4,646       4,555

Expenses:
   Operating                                 832        901        1,682       1,793
   General and administrative                 96        124          227         234
   Depreciation                              472        447          938         891
   Interest                                  544        454          983         928
   Property taxes                            204        211          409         419
       Total expenses                      2,148      2,137        4,239       4,265

 Net income from continuing
  operations                                 181        130          407         290

Income from discontinued operations           --         --           --         132

Net income                               $   181    $   130      $   407     $   422

Net income allocated
   to general partners (1%)              $     2    $     1      $     4     $     4
Net income allocated
   to limited partners (99%)                 179        129          403         418

                                         $   181    $   130      $   407     $   422
Per Limited Partnership Unit:
  Income from continuing operations      $  4.23    $  3.05      $  9.52        6.78
  Income from discontinued
    operations                                --         --           --        3.10
  Net income                             $  4.23    $  3.05      $  9.52     $  9.88

Distributions per limited
   partnership unit                      $ 89.71    $ 21.55      $ 89.71     $ 71.90

                   See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>




                              SHELTER PROPERTIES VI
                    STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (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, 2001                    42,324        $ (257)     $(1,093)   $(1,350)

Distributions to partners                   --            --       (3,797)    (3,797)

Net income for the six months
   ended June 30, 2002                      --             4          403        407

Partners' deficit at
   June 30, 2002                        42,324        $ (253)     $(4,487)   $(4,740)
                   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,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                           <C>          <C>
   Net income                                                 $   407      $   422
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                              938          891
        Amortization of discounts and loan costs                  125          107
        Loss on early extinguishment of debt                       48           --
        Change in accounts:
            Receivables and deposits                             (319)         545
            Other assets                                         (122)         (83)
            Accounts payable                                      (72)          21
            Tenant security deposit liabilities                    15            4
            Accrued property taxes                                 72           97
            Other liabilities                                     144           26

               Net cash provided by operating activities        1,236        2,030

Cash flows from investing activities:
   Property improvements and replacements                        (725)        (739)
   Net withdrawals from restricted escrows                        114          117

               Net cash used in investing activities             (611)        (622)

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 note payable                             (407)        (419)
   Distributions to partners                                   (3,797)      (3,061)
   Advances from affiliates                                       320           --
   Repayment of advances from affiliates                         (320)          --

               Net cash used in financing activities             (142)      (3,480)

Net increase (decrease) in cash and cash equivalents              483       (2,072)
Cash and cash equivalents at beginning of period                  565        2,780
Cash and cash equivalents at end of period                    $ 1,048      $   708

Supplemental disclosure of cash flow information:
   Cash paid for interest                                     $   789      $   797

At December  31,  2001,  approximately  $139,000 of  property  improvements  and
replacements  were  included  in accounts  payable and are  included in property
improvements and replacements for the six months ended June 30, 2002.
                   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,
2002, are not necessarily indicative of the results that may be expected for the
fiscal year ending  December 31,  2002.  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, 2001.

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
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  statements  of  operations  for the six months ended June 30, 2001
have  been  restated  as of  January  1,  2001  to  reflect  the  operations  of
Foxfire/Barcelona  Apartments as income from discontinued  operations due to its
sale in November  2000.  During the first quarter of 2001,  certain  accruals of
approximately  $132,000  established  related  to the sale of  Foxfire/Barcelona
Apartments  in November  2000 were  reversed due to actual costs being less than
anticipated.  This  accrual  reversal is  included  as income from  discontinued
operations in the six month period ended June 30, 2001.

Effective  April 1, 2002, the Partnership  adopted 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 statements of operations reflect
the loss on early  extinguishment  of debt at River Reach  Apartments (see "Note
C") as interest expense.


<PAGE>






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.

<TABLE>
<CAPTION>

                                                               Six Months Ended
                                                                   June 30,
                                                             2002          2001
                                                                (in thousands)
<S>                                                        <C>            <C>
     Net cash provided by operating activities             $ 1,236        $ 2,030
        Payments on mortgage notes payable                    (407)          (419)
        Property improvements and replacements                (725)          (739)
        Change in restricted escrows, net                      114            117
        Changes in reserves for net operating
           liabilities                                         282           (610)
        Additions to operating reserves                       (500)          (379)
           Net cash provided by operations                   $ 0            $ 0
</TABLE>

During  the six months  ended  June 30,  2002 and 2001,  the  Corporate  General
Partner  reserved  approximately  $500,000 and $379,000,  respectively,  to fund
capital improvements at its properties.

Note C - 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 D - 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  Registrant's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $235,000  and $229,000 for the six months ended June 30, 2002 and
2001, respectively, which is included in operating expenses.

Affiliates  of  the  Corporate   General  Partner  received   reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $224,000 and
$176,000  for the six months ended June 30, 2002 and 2001,  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
$41,000  and  $15,000  for  the  six  months  ended  June  30,  2002  and  2001,
respectively. The construction management service fees are calculated based on a
percentage of current year additions to investment properties.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Foxfire/Barcelona Village during 2000, 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  fee  of  approximately  $142,000  was  accrued  and is  included  in due to
affiliates in the accompanying balance sheet at June 30, 2002.

During the six  months  ended  June 30,  2002,  the  Corporate  General  Partner
advanced the Partnership  funds to cover expenses  related to the refinancing of
River Reach Apartments totaling approximately  $320,000. This advance was repaid
by the  Partnership  prior to June 30, 2002.  Interest was charged at prime plus
1%. Interest expense on this advance was approximately $1,000 for the six months
ended June 30, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Corporate  General  Partner.  During the six months ended
June  30,  2002  and  2001,  the  Partnership  paid  AIMCO  and  its  affiliates
approximately  $102,000 and $125,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

Note E - Legal Proceedings

In March 1998, several putative  unitholders 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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the 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 has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose 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 order by the court, was submitted by the parties. On
July 10, 2002,  the Court  entered an order  vacating the current  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 can
have an opportunity to discuss settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the 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. The parties are currently in the midst of briefing that appeal.

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

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


<PAGE>




Item 2.     Management's Discussion and Analysis or Plan of Operation

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

The Partnership's investment properties consist of five apartment complexes. The
following  table sets forth the average  occupancy of the properties for each of
the six months ended June 30, 2002 and 2001:

                                                            Average
                                                           Occupancy
       Property                                        2002          2001

       Rocky Creek Apartments
         Augusta, Georgia                              91%            97%

       Carriage House Apartments
         Gastonia, North Carolina                      92%            86%

       Nottingham Square Apartments
         Des Moines, Iowa                              96%            94%

       River Reach Apartments
         Jacksonville, Florida                         96%            96%

       Village Garden Apartments
         Fort Collins, Colorado                        91%            95%

The increase in average  occupancy at Carriage House Apartments is attributed to
a more aggressive marketing campaign and an improved local economy. The decrease
in average  occupancy  at Rocky Creek is due to a decrease in short term leases.
The decrease in average  occupancy at Village Garden Apartments is attributed to
changing  economic  conditions  in the local market and more tenants  purchasing
homes due to low interest rates.

Results of Operations

The Partnership  realized net income of approximately  $181,000 and $407,000 for
the  three  and six  months  ended  June 30,  2002,  compared  to net  income of
approximately  $130,000 and $422,000 for the three and six months ended June 30,
2001. The increase in net income for the three months ended June 30, 2002 is due
to an  increase  in total  revenues  partially  offset by an  increase  in total
expenses.  The  decrease in net income for the six months ended June 30, 2002 is
due to the  reduction  in  2001  of  certain  accruals  related  to the  sale of
Foxfire/Barcelona  Apartments  during  2000  which is  included  in income  from
discontinued operations, partially offset by an increase in total revenues and a
decrease in total epxenses.  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  statements  of  operations  have been restated as of
January 1, 2001 to reflect the  operations  of  Foxfire/Barcelona  Apartments as
income from discontinued operations due to its sale in November 2000.

The Partnership  recognized  income from continuing  operations of approximately
$407,000  for the six  months  ended  June 30,  2002,  compared  to income  from
continuing  operations of  approximately  $290,000 for the six months ended June
30, 2001.  The  Partnership  recognized  income from  continuing  operations  of
approximately  $181,000 for the three  months  ended June 30, 2002,  compared to
income from continuing operations of approximately $130,000 for the three months
ended June 30, 2001.

The increase in income from continuing  operations for the six months ended June
30, 2002 is due to an increase in total revenues and a slight  decrease in total
expenses.  The increase in continuing operations for the three months ended June
30, 2002 is due to an increase in total  revenues  partially  offset by a slight
increase in total expenses. Total revenues increased for the three and six month
periods due to an increase in rental  income  partially  offset by a decrease in
other income. Rental income increased primarily due to increases in occupancy at
Carriage House and Nottingham  Square  Apartments,  a decrease in concessions at
all of the  Registrant's  investment  properties and increases in average rental
rates at three of the  Registrant's  investment  properties  partially offset by
decreases  in  occupancy  at Rocky  Creek and  Village  Gardens  Apartments  and
decreases in average rental rates at Rocky Creek and Carriage House  Apartments.
Other  income  decreased  primarily  due to a decrease in  interest  income as a
result of lower average cash balances in interest  bearing  accounts and reduced
cable TV revenue primarily at Nottingham Square Apartments,  partially offset by
increased  utility  reimbursements  and lease  cancellation  fees  primarily  at
Nottingham Square and River Reach Apartments.

Total expenses decreased for the six months ended June 30, 2002 primarily due to
decreases in operating, and general and administrative expenses partially offset
by an increase in depreciation and interest  expense.  Total expenses  increased
for the three  months  ended June 30,  2002 due to  increased  depreciation  and
interest  expenses  partially  offset  by  reduced  operating  and  general  and
administrative  expenses.  Operating expenses decreased during the three and six
months  ended  June  30,  2002  primarily  due  to  decreases  in  property  and
maintenance  expenses  partially  offset by an  increase in  insurance  expense.
Property  expenses  decreased due to decreases in utilities at Nottingham Square
and Village Gardens  Apartments and decreases in salaries at Village Gardens and
Carriage  House  Apartments.  Maintenance  expenses  decreased  primarily due to
decreases in snow removal costs at  Nottingham  Square  Apartments,  in contract
services at Rocky Creek  Apartments and repairs  completed at Nottingham  Square
Apartments.  Insurance expense increased  primarily due to an increase in hazard
insurance  at all five  investment  properties  due to an increase in  insurance
premiums.  Depreciation  expense  increased  due to  property  improvements  and
replacements   placed  in  service   during  the  past  twelve   months  at  the
Partnership's  investment  properties.  Interest expense increased for the three
and six  months  ended  June  30,  2002  due to the  refinance  of  River  Reach
Apartments  on May 15,  2002 which  increased  the debt  balance and the loss on
early extinguishment of debt incurred at the time of the refinancing.

General and administrative expenses decreased for the three and six months ended
June  30,  2002  due  to  decreases  in  appraisal  fees  and  professional  and
administrative  expenses  necessary for the  administration  of the  Partnership
partially  offset  by  increases  in  the  costs  of  services  included  in the
management  reimbursements to the Corporate General Partner as allowed under the
Partnership Agreement.  Also included in general and administrative expenses are
costs  associated with quarterly and annual  communications  which investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

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,  2002,  the  Partnership   held  cash  and  cash   equivalents  of
approximately  $1,048,000  compared to approximately  $708,000 at June 30, 2001.
Cash and cash equivalents  increased  approximately  $483,000 since December 31,
2001 due to  approximately  $1,236,000 of cash provided by operating  activities
partially  offset  by  approximately  $611,000  and  $142,000  of  cash  used in
investing  and  financing  activities,  respectively.  Cash  used  in  investing
activities  consisted  of  property  improvements  and  replacements  which were
partially  offset by  withdrawals  from  restricted  escrows  maintained  by the
mortgage lenders.  Cash used in financing  activities consisted of distributions
to  the  partners,  repayments  of  mortgage  notes  payable  and  advance  from
affiliates,  loan costs paid and  principal  payments on mortgage  notes payable
which were partially offset by proceeds from mortgage notes payable and advances
from affiliates. The Registrant 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, local, legal, and regulatory requirements.  Capital improvements
planned for each of the Registrant's properties are detailed below.

Rocky Creek Apartments

During  the  six  months  ended  June  30,  2002,  the   Partnership   completed
approximately $59,000 in budgeted and non-budgeted capital improvements at Rocky
Creek Apartments primarily consisting of floor covering  replacements,  plumbing
enhancements  and  appliance  replacements.  The  improvements  were funded from
operating cash flow.  Capital  improvements of  approximately  $55,000 have been
budgeted for 2002 which include electrical  enhancements and water heater, floor
covering and appliance  replacements.  Additional improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.

Carriage House Apartments

During  the  six  months  ended  June  30,  2002,  the   Partnership   completed
approximately  $65,000 in capital  improvements  at  Carriage  House  Apartments
primarily consisting of floor covering replacements,  plumbing enhancements, air
conditioning  replacements and a water sub-metering project.  These improvements
were funded from  operating cash flow.  Capital  improvements  of  approximately
$80,000 have been budgeted for 2002 which include  appliance and floor  covering
replacements,  water  submetering  project and air  conditioning  unit upgrades.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Nottingham Square Apartments

During  the  six  months  ended  June  30,  2002,  the   Partnership   completed
approximately  $288,000 in capital  improvements at Nottingham Square Apartments
primarily   consisting  of  floor  covering   replacements,   fire   suppression
improvements, balcony and pool improvements. These improvements were funded from
operating cash flow.  Capital  improvements of approximately  $371,000 have been
budgeted for 2002 which  include  floor  covering  replacements,  swimming  pool
improvements,   fencing  upgrades,   parking  lot  improvements  and  structural
upgrades.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

River Reach Apartments

During  the  six  months  ended  June  30,  2002,  the   Partnership   completed
approximately  $147,000  in  capital  improvements  at  River  Reach  Apartments
primarily  consisting of floor covering and appliance  replacements,  structural
improvements,  exterior painting and recreational facility  enhancements.  These
improvements were funded from operating cash and replacement  reserves.  Capital
improvements of approximately $318,000 have been budgeted for 2002 which include
floor covering, air conditioning, and appliance replacements, fitness equipment,
landscaping  improvements,   exterior  painting,  and  plumbing  and  electrical
enhancements.  Additional  improvements may be considered and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Village Garden Apartments

During  the  six  months  ended  June  30,  2002,  the   Partnership   completed
approximately  $27,000 in capital  improvements  at  Village  Garden  Apartments
primarily  consisting of floor  covering  replacements,  electrical and plumbing
improvements.  These  improvements were funded from operating cash flow. Capital
improvements of approximately $116,000 have been budgeted for 2002 which include
floor covering and appliance  replacements,  fitness  equipment and water heater
replacements.  Additional  improvements may be considered and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

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 Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

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.  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.

The Partnership's  current assets are thought to be sufficient for any near term
needs (exclusive of capital improvements) of the Partnership. Exclusive of River
Reach and Village Garden's mortgages, the mortgage indebtedness of approximately
$10,129,000,  net of  discounts,  has a maturity  date of November 2002 at which
time balloon payments totaling approximately  $10,016,000 are due. The Corporate
General  Partner is planning to refinance the debt maturing in November 2002. If
the  properties  cannot  be  refinanced  or sold for a  sufficient  amount,  the
Partnership will risk losing such properties through foreclosure.

The  mortgages   encumbering  River  Reach  and  Village  Garden  Apartments  of
approximately $15,021,000 mature in June 2022 and January 2021, respectively, at
which time the mortgages are scheduled to be fully amortized.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands except per unit data):

<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2002         Unit        June 30, 2001         Unit

<S>                      <C>              <C>             <C>              <C>
Operations               $ --             $ --            $1,824           $42.67
Sale (1)                    --               --            1,237            29.23
Refinance (2)            3,797            89.71               --               --
                        $3,797           $89.71           $3,061           $71.90
</TABLE>

(1)   From the sale of Foxfire/Barcelona Apartments in 2000.
(2)   From the refinance of River Reach Apartments in May, 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 further  distributions  to its
partners during the remainder of 2002 or subsequent  periods.  In addition,  the
Partnership is restricted from making distributions if the amount in the reserve
account for each  property  maintained  by the mortgage  lender for three of the
five  properties is less than $400 per apartment unit at each property.  At June
30,  2002,  the  reserve  account  was  adequately  funded  with  a  balance  of
approximately $677,000.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 26,727 limited  partnership  units
(the "Units") in the Partnership representing 65.51% of the outstanding Units at
June 30, 2002. 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 of limited partnership interest in the Partnership
in  exchange  for  cash or a  combination  of cash and  units  in the  operating
partnership of AIMCO either through private  purchases or tender offers. In this
regard, on June 25, 2002, a tender offer by AIMCO  Properties,  L.P., to acquire
any and all of the units not owned by affiliates  of AIMCO for a purchase  price
of $346.00 per unit expired.  Pursuant to this offer,  AIMCO  acquired 945 units
during  the  quarter  ended  June 30,  2002.  Under the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters which would include voting on certain amendments
to the Partnership Agreement and voting to remove the Corporate General Partner.
As a result of its ownership of 65.51% of the outstanding  Units,  AIMCO is in a
position  to  control  all voting  decisions  with  respect  to the  Registrant.
Although the  Corporate  General  Partner owes  fiduciary  duties to the limited
partners of the Partnership,  the Corporate  General Partner also owed fiduciary
duties  to  AIMCO  as its sole  Stockholder.  As a  result,  the  duties  of the
Corporate General Partner,  as managing general partner, to the Partnerships and
its limited  partners may come into  conflict  with the duties of the  Corporate
General Partner to AIMCO, as it 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. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.



<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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the 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 has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose 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 order by the court, was submitted by the parties. On
July 10, 2002,  the Court  entered an order  vacating the current  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 can
have an opportunity to discuss settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the 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. The parties are currently in the midst of briefing that appeal.

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


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

               Exhibit 3,  Amended and  Restated  Certificate  and  Agreement of
                    Limited Partnership (Exhibit A to the Prospectus included in
                    Registrant's  Amendment  No.  1 to  Registration  Statement,
                    filed March 21,  1984 (File No.  2-86995),  is  incorporated
                    herein by reference).

               Exhibit 10(iii)(i),  Multifamily  Note dated May 15, 2002 between
                    Shelter  Properties  VI  and  Keycorp  Real  Estate  Capital
                    Markets,  Inc., an Ohio  corporation,  securing  River Reach
                    Apartments.

               Exhibit 99,  Certification  of Chief Executive  Officer and Chief
                    Financial Officer.

            b) Reports on Form 8-K filed during the quarter ended June 30, 2002:

                  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 14, 2002


<PAGE>


Exhibit 99


                          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,
2002 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 14, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 2002


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


<PAGE>





Exhibit 10(iii)(i)
                                                        FHLMC Loan No. 002697823


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

US $10,653,500.00                                                May _____, 2002


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more than one)  promises  to pay to the order of  KEYCORP  REAL  ESTATE  CAPITAL
MARKETS, INC., an Ohio corporation, the principal sum of Ten Million Six Hundred
Fifty-Three Thousand Five Hundred and No/100 Dollars (US  $10,653,500.00),  with
interest  on the  unpaid  principal  balance  at the  annual  rate of Seven  and
160/1000 percent (7.160%).

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

2.  Address for  Payment.  All  payments due under this Note shall be payable at
KeyCorp Real Estate Capital Markets, Inc., c/o Key Commercial Mortgage, P.O. Box
801649,  Kansas  City,  Missouri  64180-1649,  or  such  other  place  as may be
designated by written notice to Borrower from or on behalf of Lender.

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

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

      (b) Consecutive  monthly  installments of principal and interest,  each in
the amount of  Eighty-Three  Thousand Six Hundred  Twenty-Two and 73/100 Dollars
(US  $83,622.73),  shall be payable on the first day of each month  beginning on
July 1, 2002, until the entire unpaid principal  balance  evidenced by this Note
is fully paid.

      (c) Any accrued  interest  remaining  past due for 30 days or more may, at
Lender's discretion, be added to and become part of the unpaid principal balance
and shall bear  interest at the rate or rates  specified  in this Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and  payable  on June 1, 2022 or on any  earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

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

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

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

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

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

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

      9.    Limits on Personal Liability.

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

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

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

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

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

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

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

      10.   Voluntary and Involuntary Prepayments.

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

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

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

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

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

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

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

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

            (ii)  the product obtained by multiplying:

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

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

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

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

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            8.750% U.S.  Treasury  Security due May 17, 2017, as reported in The
            Wall  Street  Journal,  expressed  as a decimal  calculated  to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

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





            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

      |X |    Exhibit A       Modifications to Multifamily Note


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

                                    BORROWER:

                                          SHELTER PROPERTIES VI LIMITED
                                          PARTNERSHIP, a South Carolina limited
                                   partnership

WITNESS:                            By:   Shelter Realty VI Corporation,
                                          a South Carolina corporation,
____________________________              General Partner
Name: ______________________

                                                By:
                                          ----------------------------------

                                                Patti K. Fielding
WITNESS:                                        Senior Vice President

----------------------------
Name: ______________________


                                    Borrower's Employer ID Number 57-0755618



<PAGE>





      PAY TO THE ORDER OF FREDDIE MAC WITHOUT  RECOURSE,  THIS __________ DAY OF
MAY, 2002.


                                    KEYCORP REAL ESTATE CAPITAL MARKETS,
                                          INC. an Ohio corporation


                                                By:


                                                    Jeffrey S. Juster, Senior
                                                    Vice President























River Reach Apartments
Commitment No.:  002697823