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

                                   Form 10-QSB

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

                 For the quarterly period ended September 30, 2003

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

        For the transition period from ________________ to ________________

                         Commission file number 0-13261


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



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

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

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

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     Financial Statements



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

                               September 30, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 294
   Receivables and deposits                                                      178
   Restricted escrows                                                            247
   Other assets                                                                  700
   Investment properties:
      Land                                                    $ 2,613
      Buildings and related personal property                   28,298
                                                                30,911
      Less accumulated depreciation                            (19,045)       11,866
                                                                            $ 13,285

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 34
   Tenant security deposit liabilities                                            94
   Accrued property taxes                                                        289
   Other liabilities                                                             238
   Due to affiliates                                                             342
   Mortgage notes payable                                                     18,731

Partners' Deficit
   General partners                                             $ (13)
   Limited partners (42,324 units issued and
      outstanding)                                              (6,430)       (6,443)
                                                                            $ 13,285

                   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,
                                                  2003         2002        2003        2002
                                                            (Restated)              (Restated)
Revenues:
<S>                                              <C>          <C>         <C>         <C>
  Rental income                                  $ 1,244      $ 1,293     $ 3,684     $ 3,896
  Other income                                       108          121         317         327
  Casualty gain (Note C)                              --           --          19          --
       Total revenues                              1,352        1,414       4,020       4,223

Expenses:
  Operating                                          648          542       1,702       1,632
  General and administrative                          81          108         264         335
  Depreciation                                       319          308         967         942
  Interest                                           298          378         891       1,065
  Property taxes                                     103           87         290         261
       Total expenses                              1,449        1,423       4,114       4,235

Loss from continuing operations                      (97)          (9)        (94)       (12)
Income from discontinued operations                   --          154         267        564

Net (loss) income                                 $ (97)       $ 145       $ 173      $ 552

Net (loss) income allocated to general
  partners (1%)                                   $ (1)         $ 1         $ 2        $ 6
Net (loss) income allocated to limited
  partners (99%)                                     (96)         144         171        546

                                                  $ (97)       $ 145       $ 173      $ 552
Per limited partnership unit:
   Loss from continuing operations               $ (2.27)     $ (0.21)    $ (2.20)   $ (0.28)
   Income from discontinued operations                --         3.61        6.24      13.18

Net (loss) income                                $ (2.27)     $ 3.40      $ 4.04     $ 12.90

Distributions per limited partnership unit       $ 30.76      $ 13.37     $ 65.09    $103.08

                   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, 2002                    42,324         $ (1)      $(3,846)    $(3,847)

Distributions to partners                  --          (14)       (2,755)     (2,769)

Net income for the nine months
  ended September 30, 2003                 --            2           171         173

Partners' deficit at
  September 30, 2003                   42,324        $ (13)      $(6,430)    $(6,443)

                   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,
                                                                     2003         2002
Cash flows from operating activities:
<S>                                                                 <C>          <C>
  Net income                                                        $ 173        $ 552
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation                                                      967        1,397
     Amortization of discounts and loan costs                           49          177
     Loss on early extinguishment of debt                               --           58
     Casualty gain                                                     (19)          --
     Change in accounts:
      Receivables and deposits                                          87         (467)
      Other assets                                                     (86)         (72)
      Accounts payable                                                (152)         (58)
      Tenant security deposit liabilities                                7           11
      Accrued property taxes                                           227           43
      Other liabilities                                                 17           64
           Net cash provided by operating activities                 1,270        1,705

Cash flows from investing activities:
  Property improvements and replacements                              (411)      (1,030)
  Net withdrawals from (deposits to) restricted escrows                505          (56)
  Insurance proceeds received                                           25           --
           Net cash provided by (used in) investing activities         119       (1,086)

Cash flows from financing activities:
  Repayment of mortgage notes payable                                   --       (9,811)
  Proceeds from mortgage notes payable                                  --       14,892
  Loan costs paid                                                      (18)        (483)
  Payments on mortgage note payable                                   (349)        (610)
  Distributions to partners                                         (2,769)      (4,367)
  Advances from affiliates                                              --          320
  Repayment of advances from affiliates                                 --         (320)
           Net cash used in financing activities                    (3,136)        (379)

Net (decrease) increase in cash and cash equivalents                (1,747)         240
Cash and cash equivalents at beginning of period                     2,041          565

Cash and cash equivalents at end of period                          $ 294        $ 805

Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 913       $ 1,252

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 nine months ended September 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 nine month periods ended September
30, 2003, are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 2003. For further information,  refer to the
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the year ended December 31, 2002.

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

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.

                                                              Nine Months Ended
                                                                September 30,
                                                              2003        2002
                                                                (in thousands)
     Net cash provided by operating activities             $ 1,270      $ 1,705
       Payments on mortgage notes payable                     (349)        (610)
       Property improvements and replacements                 (411)      (1,030)
       Change in restricted escrows, net                       505          (56)
       Changes in reserves for net operating
         liabilities                                          (100)         479
       Additions to operating reserves                        (915)        (488)

     Net cash provided by operations                         $ --          $ --

At  September  30,  2003  and  2002,  the  Corporate  General  Partner  reserved
approximately $915,000 and $488,000,  respectively, to fund capital improvements
at its properties.

Note C - Casualty Event

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

Note D - Refinancing of Mortgage Note Payable

On May 15, 2002, the Partnership refinanced the mortgage encumbering River Reach
Apartments.  The  refinancing  replaced  the  first  mortgage  of  approximately
$6,048,000 and the second mortgage of approximately $252,000 with a new mortgage
in the amount of $10,654,000. The new mortgage carries a stated interest rate of
7.16% compared to the 7.60% interest rate on the old mortgages.  Payments on the
mortgage  loan are due monthly  until the loan matures on June 1, 2022, at which
time it is scheduled to be fully  amortized.  Total  capitalized loan costs were
approximately  $292,000  during  the  nine  months  ended  September  30,  2002.
Additional loan costs of approximately  $11,000 were capitalized during the nine
months ended September 30, 2003. The Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $48,000  during the nine months ended
September  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
and approximately $87,000 of this amount remains outstanding as of September 30,
2003 and is included in restricted escrows.

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

During December 2002 the loans  encumbering  Rocky Creek and Carriage House were
sold to  Fannie  Mae  under  a  permanent  credit  facility  ("Permanent  Credit
Facility"). The Permanent Credit Facility has a maturity of five years, with one
five-year extension option. This Permanent Credit Facility also creates separate
loans for each property  that are not  cross-collateralized  or  cross-defaulted
with the other property  loans.  Each note under this Permanent  Credit Facility
will begin as a variable rate loan with the option of converting to a fixed rate
loan after three  years.  The interest  rate on the  variable  rate loans is the
Fannie Mae discounted mortgage-backed security index plus 85 basis points (1.90%
at September 30, 2003), and will reset monthly.  In addition,  monthly principal
payments  are  required  based on a  30-year  amortization  schedule,  using the
interest  rate in effect during the first month that the property is financed by
the Permanent Credit Facility. The loans are prepayable without penalty.

The refinancing of Rocky Creek  Apartments  loans replaced the first mortgage of
approximately $1,753,000 and second mortgage of approximately $74,000 with a new
mortgage  in the  amount  of  $2,340,000.  Total  capitalized  loan  costs  were
approximately  $103,000  during  the  nine  months  ended  September  30,  2002.
Additional loan costs of approximately  $4,000 were capitalized  during the nine
months ended September 30, 2003. The Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $6,000  during the nine months  ended
September  30,  2002 due to the write  off of  unamortized  loan  costs and debt
discounts. This amount is included in interest expense.

The refinancing of Carriage House  Apartments  loans replaced the first mortgage
of approximately  $1,616,000 and second mortgage of approximately $68,000 with a
new  mortgage in the amount of  $1,898,000.  Total  capitalized  loan costs were
approximately   $88,000  during  the  nine  months  ended  September  30,  2002.
Additional loan costs of approximately  $3,000 were capitalized  during the nine
months ended September 30, 2003. The Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $4,000  during the nine months  ended
September  30,  2002 due to the write  off of  unamortized  loan  costs and debt
discounts.  This  amount is  included  in interest  expense.  In  addition,  the
Partnership  was required to deposit  approximately  $198,000 in a repair escrow
account  with the lender in order to complete  required  repairs at the property
and  approximately  $160,000 of this amount remains  outstanding as of September
30, 2003 and is included in restricted escrows.

Note E - Transactions with Affiliated Parties

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

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $197,000 and $351,000 for the nine months ended September 30, 2003
and 2002, respectively,  which is included in operating expenses and income from
discontinued operations.

Affiliates  of  the  Corporate   General  Partner  received   reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $212,000 and
$326,000 for the nine months ended  September  30, 2003 and 2002,  respectively,
which are  included  in  general  and  administrative  expenses  and  investment
properties.   Included  in  these  amounts  are  fees  related  to  construction
management services provided by an affiliate of the Corporate General Partner of
approximately  $16,000 and $68,000 for the nine months ended  September 30, 2003
and 2002, respectively.  The construction management service fees are calculated
based on a percentage of current additions to investment properties.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Foxfire/Barcelona  Village  during  2000 and  Nottingham  Square  Apartments  in
December 2002, the Corporate  General  Partner is entitled to a commission of up
to 1% for its assistance in the sale.  Payment of such commission is subordinate
to the limited  partners  receiving a cumulative 7% return on their  investment.
This  return  has not yet  been  met,  and  accordingly,  the  combined  fees of
approximately  $342,000  have been accrued and are included in due to affiliates
on the accompanying balance sheet at September 30, 2003.

During the nine  months  ended  September  30,  2002,  the  Partnership  paid an
affiliate of the Corporate General Partner approximately  $149,000 for brokerage
fees  associated  with the  refinancing of River Reach  Apartments,  Rocky Creek
Apartments  and  Carriage  House  Apartments.  This  amount is included in other
assets as a loan cost on the accompanying balance sheet.

During the nine months ended  September 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 September 30, 2002.  Interest was charged at prime
plus 1%. Interest expense on this advance was approximately  $1,000 for the nine
months ended September 30, 2002.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General Partner.  During the nine months ended September 30, 2003 and
2002,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$75,000 and $142,000,  respectively,  for insurance coverage and fees associated
with policy claims and administration.

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment thereto.  The Corporate General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  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 is styled as 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. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation is uncertain,  in the opinion of the  Corporate  General  Partner the
claims will not result in any material liability to the Partnership.

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.

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

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

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

                                                            Average
                                                           Occupancy
       Property                                        2003          2002

       Rocky Creek Apartments
         Augusta, Georgia                              94%            93%

       Carriage House Apartments
         Gastonia, North Carolina                      86%            92%

       River Reach Apartments
         Jacksonville, Florida                         96%            96%

       Village Gardens Apartments
         Fort Collins, Colorado                        72%            91%

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

Results of Operations

The  Partnership  realized  a net loss of  approximately  $97,000  for the three
months ended September 30, 2003 and net income of approximately $173,000 for the
nine months ended  September 30, 2003,  compared to net income of  approximately
$145,000 and $552,000  for the three and nine months ended  September  30, 2002,
respectively.  The  decrease  in net income  for the three  month  period  ended
September 30, 2003 is due to a decrease in total revenues,  an increase in total
expenses and a decrease in income from discontinued operations.  The decrease in
net  income for the nine  month  period  ended  September  30,  2003 is due to a
decrease  in  total  revenues  and  a  decrease  in  income  from   discontinued
operations, partially offset by a decrease in total expenses.

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

The income from discontinued  operations for the nine months ended September 30,
2003  includes  a  refund  of  property  taxes  of  approximately  $193,000  and
additional  gain on disposal of property due to a change in the estimated  costs
of disposal of approximately $74,000 for the sale of Nottingham Square.

On December 20, 2002, the Partnership  sold Nottingham  Square  Apartments to an
unaffiliated  third party for  $20,000,000.  After  payment of closing  costs of
approximately  $327,000,  the net  proceeds  received  by the  Partnership  were
approximately  $19,673,000.  The  Partnership  used a portion of the proceeds to
repay the mortgage  encumbering the property of approximately  $10,300,000.  The
sale of the property resulted in a gain on the sale during the fourth quarter of
2002 of approximately $13,106,000.  In addition, the Partnership recorded a loss
on early  extinguishment of debt of approximately  $247,000,  as a result of the
write  off of  unamortized  loan  costs  and  debt  discounts.  Pursuant  to the
Partnership  Agreement and in connection  with the sale,  the Corporate  General
Partner is  entitled to a  commission  of up to 1% for its  assistance  with the
sale.  Payment  of  such  commission  is  subordinate  to the  limited  partners
receiving a cumulative  7% return on their  investment.  This return has not yet
been met and  accordingly,  approximately  $200,000  was  accrued  and unpaid at
September 30, 2003.

The Partnership  recognized a loss from continuing  operations of  approximately
$97,000  and $94,000 for the three and nine months  ended  September  30,  2003,
respectively,  compared to a loss from  continuing  operations of  approximately
$9,000 and $12,000 for the  corresponding  periods in 2002. The increase in loss
from continuing  operations for the nine months ended September 30, 2003 was due
to a  decrease  in  total  revenues  partially  offset  by a  decrease  in total
expenses.  The increase in loss from continuing  operations for the three months
ended September 30, 2003 was due to a decrease in total revenues and an increase
in total expenses.  Total revenues  decreased for both periods due to a decrease
in  rental  income  partially  offset  by a  casualty  gain  at  Carriage  House
Apartments  during the nine months  ended  September  30,  2003.  Rental  income
decreased primarily due to a decrease in occupancy at Carriage House and Village
Gardens  Apartments,  reduced rental rates at Carriage House and Village Gardens
Apartments  and increased  concession  costs at Rocky Creek and Village  Gardens
Apartments partially offset by increased occupancy at Rocky Creek Apartments and
increased rental rates at River Reach and Rocky Creek Apartments.

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

Total  expenses  decreased  for the nine months ended  September 30, 2003 due to
decreases in general and administrative and interest expenses,  partially offset
by increases in operating,  depreciation,  and property tax  expenses.  Interest
expense   decreased   primarily  due  to  the  refinancing  of  several  of  the
Partnership's  properties in 2002 resulting in loss on early  extinguishment  of
debt included in interest  expense in 2002 and lowered  interest rates for 2003.
Operating  expenses  increased  primarily  due to increases in  advertising  and
maintenance  expenses.  Advertising expense increased primarily due to increases
in web advertising,  newspaper advertising, and referral fees at Village Gardens
Apartments.  Maintenance  expenses  increased  primarily  due  to  increases  in
contract  services at Carriage House and Village  Gardens  Apartments,  painting
supplies and interior building  improvements at Carriage House  Apartments,  and
floor  covering  repairs at Village  Gardens  Apartments.  Depreciation  expense
increased due to fixed asset additions at the Partnership's properties. Property
tax expense  increased  primarily due to a change in the estimated tax liability
at Rocky Creek and River Reach Apartments.

Total expenses for the three months ended September 30, 2003 increased primarily
due to  increases  in  operating,  depreciation  and  property  tax  expenses as
discussed above,  partially offset by decreased general and  administrative  (as
discussed below) and interest expenses (as discussed above).  Operating expenses
increased  for the three  month  period  due to  increases  in  maintenance  and
property  expenses.  Maintenance  expense  increased  due to increased  contract
services  at River  Reach and  Village  Gardens  Apartments.  Property  expenses
increased due to increased  utilities  expense at River Reach and Carriage House
Apartments and increases in salaries and related benefits at Rocky Creek,  River
Reach and Village Gardens Apartments  partially offset by a decrease in salaries
and related benefits at Carriage House Apartments.

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

As part of the ongoing business plan of the Partnership,  the Corporate  General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses.  As part of this plan,  the  Corporate  General  Partner  attempts  to
protect  the  Partnership  from the  burden of  inflation-related  increases  in
expenses by increasing  rents and  maintaining a high overall  occupancy  level.
However,  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.

Liquidity and Capital Resources

At  September  30,  2003,  the  Partnership  held cash and cash  equivalents  of
approximately $294,000 compared to approximately $805,000 at September 30, 2002.
Cash and cash equivalents decreased approximately  $1,747,000 since December 31,
2002  due to  approximately  $3,136,000  of cash  used in  financing  activities
partially  offset by  approximately  $119,000 and $1,270,000 of cash provided by
investing  and  operating  activities,  respectively.  Cash  used  in  financing
activities  consisted of loan costs paid,  principal  payments on the  mortgages
encumbering the  Partnership's  properties and  distributions  paid to partners.
Cash provided by investing  activities  consisted of withdrawals from restricted
escrows  maintained  by the mortgage  lenders and insurance  proceeds  received,
partially  offset by property  improvements  and  replacements.  The Partnership
invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state  and local  legal and  regulatory  requirements.  The  Corporate
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related  to  compliance,  including  increased  legal  and audit  fees.  Capital
improvements planned for each of the Registrant's properties are detailed below.

Rocky Creek Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately   $34,000  in  capital  improvements  at  Rocky  Creek  Apartments
primarily  consisting of floor  covering  replacements.  The  improvements  were
funded  from  operating  cash  flow.  The  Partnership   evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional  $9,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering  replacements.  Additional  capital  improvements may be considered and
will depend on the physical  condition  of the  property as well as  replacement
reserves and anticipated cash flow generated by the property.

Carriage House Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $171,000 in capital  improvements  at Carriage  House  Apartments
primarily  consisting of floor covering and appliance  replacements,  electrical
upgrades  and  reconstruction  costs  related to a fire at the  property.  These
improvements  were funded from operating cash flow and insurance  proceeds.  The
Partnership  evaluates the capital  improvement needs of the property during the
year  and  currently  expects  to  complete  an  additional  $3,000  in  capital
improvements  during the remainder of 2003. The additional capital  improvements
will  consist  primarily  of floor  covering  replacements.  Additional  capital
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

River Reach Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $136,000  in  capital  improvements  at  River  Reach  Apartments
primarily  consisting of floor covering and air conditioning unit  replacements,
water/sewer and electrical  upgrades and roof  replacements.  These improvements
were funded from  operating  cash flow.  The  Partnership  evaluates the capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $27,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering  replacements.  Additional  capital  improvements may be considered and
will depend on the physical  condition  of the  property as well as  replacement
reserves and anticipated cash flow generated by the property.

Village Gardens Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $70,000 in capital  improvements  at Village  Gardens  Apartments
primarily  consisting  of  floor  covering  replacements,   painting,   interior
decoration, and lighting upgrades. These improvements were funded from operating
cash flow and  replacement  reserves.  The  Partnership  evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $23,000 in capital  improvements  during the remainder of
2003. The additional  capital  improvements  will consist  primarily of interior
painting and floor covering replacements. Additional capital improvements may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from  operations  and  Partnership  reserves.  To the extent that such  budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

On May 15, 2002, the Partnership refinanced the 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  nine  months  ended  September  30,  2002.
Additional loan costs of approximately  $11,000 were capitalized during the nine
months ended September 30, 2003. The Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $48,000  during the nine months ended
September  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
and approximately $87,000 of this amount remains outstanding as of September 30,
2003 and is included in restricted escrows.

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

During December 2002 the loans  encumbering  Rocky Creek and Carriage House were
sold to  Fannie  Mae  under  a  permanent  credit  facility  ("Permanent  Credit
Facility"). The Permanent Credit Facility has a maturity of five years, with one
five-year extension option. This Permanent Credit Facility also creates separate
loans for each property  that are not  cross-collateralized  or  cross-defaulted
with the other property  loans.  Each note under this Permanent  Credit Facility
will begin as a variable rate loan with the option of converting to a fixed rate
loan after three  years.  The interest  rate on the  variable  rate loans is the
Fannie Mae discounted mortgage-backed security index plus 85 basis points (1.90%
at September 30, 2003), and will reset monthly.  In addition,  monthly principal
payments  are  required  based on a  30-year  amortization  schedule,  using the
interest  rate in effect during the first month that the property is financed by
the Permanent Credit Facility. The loans are prepayable without penalty.

The refinancing of Rocky Creek  Apartments  loans replaced the first mortgage of
approximately $1,753,000 and second mortgage of approximately $74,000 with a new
mortgage  in the  amount  of  $2,340,000.  Total  capitalized  loan  costs  were
approximately  $103,000  during  the  nine  months  ended  September  30,  2002.
Additional loan costs of approximately  $4,000 were capitalized  during the nine
months ended September 30, 2003. The Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $6,000  during the nine months  ended
September  30,  2002 due to the write  off of  unamortized  loan  costs and debt
discounts. This amount is included in interest expense.

The refinancing of Carriage House  Apartments  loans replaced the first mortgage
of approximately  $1,616,000 and second mortgage of approximately $68,000 with a
new  mortgage in the amount of  $1,898,000.  Total  capitalized  loan costs were
approximately   $88,000  during  the  nine  months  ended  September  30,  2002.
Additional loan costs of approximately  $3,000 were capitalized  during the nine
months ended September 30, 2003. The Partnership  recognized a loss on the early
extinguishment  of debt of  approximately  $4,000  during the nine months  ended
September  30,  2002 due to the write  off of  unamortized  loan  costs and debt
discounts.  This  amount is  included  in interest  expense.  In  addition,  the
Partnership  was required to deposit  approximately  $198,000 in a repair escrow
account  with the lender in order to complete  required  repairs at the property
and  approximately  $160,000 of this amount remains  outstanding as of September
30, 2003 and is included in restricted escrows.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)  of  the   Partnership.   The  mortgages
encumbering River Reach and Village Gardens Apartments aggregating approximately
$14,561,000  mature in June 2022 and January 2021,  respectively,  at which time
the  mortgages are scheduled to be fully  amortized.  The mortgages  encumbering
Rocky Creek and Carriage House Apartments aggregating  approximately  $4,170,000
mature  on  September  16,  2007  at  which  time  balloon   payments   totaling
approximately  $3,736,000 are due. The Corporate  General Partner has the option
to extend the  maturity  date on the Rocky Creek and Carriage  House  Apartments
loans for another five years.  After that period the Corporate  General  Partner
will attempt to refinance such indebtedness  and/or sell the properties prior to
the optional  extended  maturity date. If the properties cannot be refinanced or
sold, the Partnership will risk losing such properties through foreclosure.

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

                 Nine Months Ended    Per Limited   Nine Months Ended    Per Limited
                   September 30,      Partnership     September 30,      Partnership
                        2003             Unit              2002             Unit
<S>                   <C>               <C>               <C>              <C>
Operations            $ 1,441           $ 33.72           $ 406            $ 9.49
Refinance (1)              --                --            3,961             93.59
Sale (2)                1,328             31.37               --                --
                      $ 2,769           $ 65.09          $ 4,367           $103.08

(1) From the refinance of River Reach Apartments in 2002.

(2) From the sale of Nottingham Square Apartments in 2002.
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient funds from operations,
after required capital improvements,  to permit additional  distributions to its
partners during the remainder of 2003 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 27,773 limited  partnership  units
(the "Units") in the Partnership representing 65.62% of the outstanding Units at
September  30,  2003. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in 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 65.62% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership. Although the Corporate General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, 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.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

Item 3.     Controls and Procedures

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

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

                           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 (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment thereto.  The Corporate General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

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.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  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 is styled as 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. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation is uncertain,  in the opinion of the  Corporate  General  Partner the
claims will not result in any material liability to the Partnership.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

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

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

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

            b) Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2003.



<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/Paul J. McAuliffe
                                          Paul J. McAuliffe
                                          Executive Vice President
                                          and Chief Financial Officer


                                    Date: November 12, 2003


<PAGE>



Exhibit 31.1

                                  CERTIFICATION

I, Patrick J. Foye, certify that:

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

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

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

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

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

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

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

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

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

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

Date:  November 12, 2003

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


<PAGE>



Exhibit 31.2

                                  CERTIFICATION

I, Paul J. McAuliffe, certify that:

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

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

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

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

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

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

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

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

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

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

Date: November 12, 2003

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


<PAGE>


Exhibit 32.1


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



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

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 12, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 12, 2003


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