March 30, 2000



United States
Securities and Exchange Commission
Washington, D.C.  20549


RE:   Consolidated Capital Properties VI
      Form 10-KSB
      File No. 0-14099


To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  December 31, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,



Stephen Waters
Real Estate Controller


<PAGE>



                  FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER

                               SECTION 13 OR 15(d)

                                   Form 10-KSB

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

                    For the fiscal year ended December 31, 1999

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

                For the transition period from _________to _________

                         Commission file number 0-14099

                         CONSOLIDATED CAPITAL PROPERTIES VI
                   (Name of small business issuer in its charter)

         California                                              94-2940204
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                      Units of Limited Partnership Interest

                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

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

State issuer's revenues for its most recent fiscal year.  $1,858,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 1999. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>

                                     PART I

Item 1.     Description of Business

Consolidated  Capital  Properties VI (the  "Partnership"  or  "Registrant")  was
organized on May 23, 1984, as a limited  partnership  under  California  Uniform
Limited  Partnership  Act.  The  general  partner of the  Partnership  is ConCap
Equities,  Inc., a Delaware  corporation (the "General  Partner" or "CEI").  The
General Partner is a subsidiary of Apartment  Investment and Management  Company
("AIMCO").  The  Partnership  Agreement  provides  that  the  Partnership  is to
terminate on December 31, 2015 unless terminated prior to such date.

On  December  7,  1984,  the  Partnership  offered  pursuant  to a  Registration
statement  filed with the  Securities  and Exchange  Commission  $50,000,000  of
Limited Partnership Interest (the "Units"). The Units represent equity interests
in the  Partnership  and entitle the holders  thereof to  participate in certain
allocations and  distributions of the  Partnership.  The sale of Units closed on
December 6, 1985,  with 181,808  Units sold at $250 each,  or gross  proceeds of
approximately  $45,452,000 to the Partnership.  Since its initial offering,  the
Registrant  has not  received,  nor  are  limited  partners  required  to  make,
additional capital contributions.

The  Registrant  is engaged in the business of operating and holding real estate
properties  for  investment.  By the end of fiscal  1987,  the  Partnership  had
acquired  seven  properties  and a 75%  interest  in a  joint  venture  with  an
affiliated  partnership which acquired one property. The Registrant continues to
own  and  operate  one  of  these  properties.  (See  "Item  2,  Description  of
Properties".)

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

The Registrant  has no employees.  Management  and  administrative  services are
provided by the General Partner and by agents retained by the General Partner.

Upon  the  Partnership's   formation  in  1984,  Consolidated  Capital  Equities
Corporation ("CCEC"), a Colorado corporation,  was the corporate general partner
and Consolidated Capital Group II ("CCG"), a California general partnership, was
the non-corporate  general partner.  In 1988,  through a series of transactions,
Southmark  Corporation  ("Southmark")  acquired controlling interest in CCEC. In
December  1988,  CCEC filed for  reorganization  under  Chapter 11 of the United
States  Bankruptcy  Code. In 1990, as part of CCEC's  reorganization  plan,  CEI
acquired  CCEC's general  partner  interests in the  Partnership and in 15 other
affiliated public limited  partnerships (the "Affiliated  Partnerships") and CEI
replaced CCEC as managing general partner in all 16 partnerships.  The selection
of CEI as the sole  managing  general  partner was approved by a majority of the
limited  partners in the Partnership and in each of the Affiliated  Partnerships
pursuant to a  solicitation  of the Limited  Partners  dated August 10, 1990. As
part of this  solicitation,  the Limited  Partners also approved an amendment to
the  Partnership  Agreement  limiting  changes of control of the Partnership and
approved conversion of the general partner interest of the non-corporate general
partner,  CCG, to that of a special limited partner  ("Special Limited Partner")
without  voting and without  other  rights of a limited  partner  except for the
economic  interest  previously  held  as a  general  partner.  Pursuant  to this
amendment  to the  Partnership  Agreement,  the  non-corporate  general  partner
interest  of CCG was  converted  to that of a Special  Limited  Partner  and CEI
became the sole general partner of the Partnership on December 31, 1991.

Prior to December 1994, all of CEI's  outstanding stock was owned by GII Realty,
Inc.  In  December  1994,  the  parent  of  GII  Realty,  Inc.,  entered  into a
transaction  (the  "Insignia  Transaction")  in which an  affiliate  of Insignia
Financial Group, Inc. ("Insignia"),  acquired an option (exercisable in whole or
in part from time to time) to purchase all of the stock of GII Realty, Inc. and,
pursuant to a partial exercise of such option,  acquired 50.5% of that stock. As
a part of the Insignia Transaction,  the Insignia affiliate also acquired all of
the outstanding stock of Partnership Services, Inc., an asset management entity,
and Insignia acquired all of the outstanding stock of Coventry Properties, Inc.,
a property management entity. In addition, confidentiality, non-competition, and
standstill  arrangements were entered into between certain of the parties. Those
arrangements,  among other things, prohibit GII Realty's former sole shareholder
from  purchasing  Partnership  Units for a period of three years. On October 24,
1995, the Insignia  affiliate  exercised the remaining  portion of its option to
purchase all of the remaining outstanding capital stock of GII Realty, Inc.

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

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

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

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

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia  Properties Trust merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation (the "Insignia Merger").  As a result, AIMCO acquired 100% ownership
interest in the General Partner.  The General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.

Item 2.     Description of Property

The following table sets forth the Partnership's investment in property:

                           Date of
Property                   Purchase      Type of Ownership            Use

Colony of Springdale
  Apartments               02/20/87   Fee ownership subject        Apartment
 Springdale, Ohio                     to first mortgage. (1)       261 units

(1) Property is held by a limited  partnership  in which the  Registrant  owns a
    100% interest.

Schedule of Property

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

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

<S>                        <C>          <C>         <C>                   <C>
Colony of Springdale       $10,407      $ 4,364     5-30 yrs    S/L       $ 5,472
</TABLE>


See the "Note A" included in "Item 7. Financial Statements" for a description of
the  Partnership's  depreciation  policy  and  "Note L -  Change  in  Accounting
Principle".

Schedule of Property Indebtedness
<TABLE>
<CAPTION>

                           Principal                                        Principal
                           Balance At     Stated                             Balance
                          December 31,   Interest    Period    Maturity      Due At
       Property               1999         Rate    Amortized     Date        Maturity
                         (in thousands)

Colony of Springdale
<S>                          <C>           <C>       <C>       <C>            <C>
  1st mortgage               $5,590        7.79%     20 yrs    12/2019        $ --
</TABLE>

(1)   See "Item 7. Financial Statements, Note G" for information with respect to
      the  Registrant's  ability to repay this loan and other  specific  details
      about the loan.


<PAGE>

Rental Rates and Occupancy

Average annual rental rate and occupancy for 1999 and 1998 for the property:

                                      Average Annual            Average Annual
                                       Rental Rate                 Occupancy
                                         (per unit)
 Property                           1999          1998         1999        1998

 Colony of Springdale              $7,114        $6,790         93%         93%

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

Real Estate Taxes and Rates

Real estate taxes and the tax rate in 1999 for the property were:

                                    1999             1999
                                    Taxes            Rate
                               (in thousands)

Colony of Springdale                $ 128            4.57%

Capital Improvements

During the year ended December 31, 1999, the Partnership completed approximately
$395,000 of capital improvements at the property.  These improvements  consisted
of carpet and vinyl  replacements,  balcony and  stairway  improvements,  window
replacements,  roof replacements,  and parking lot enhancements, and were funded
from operating cash flow and Partnership reserves.  The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $78,300.
The capital improvements planned for 2000 at the Partnership's  property will be
made only to the  extent  of cash  available  from  operations  and  Partnership
reserves.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   the  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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Item 7. Financial  Statements,  Note B - Transfer of Control").  The plaintiffs
seek monetary damages and equitable relief,  including  judicial  dissolution of
the  Partnership.  On June 25, 1998, the General  Partner filed a motion seeking
dismissal of the action.  In lieu of  responding to the motion,  the  plaintiffs
have filed an amended  complaint.  The 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
final court approval,  on behalf of the Partnership and all limited partners who
own units as of November 3, 1999.  Preliminary  approval of the  settlement  was
obtained on November 3, 1999 from the Superior Court of the State of California,
County of San Mateo,  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  class
plaintiffs'  counsel to enter the settlement.  On December 14, 1999, the General
Partner  and  its  affiliates   terminated  the  proposed  settlement.   Certain
plaintiffs have filed a motion to disqualify some of the plaintiffs'  counsel in
the action.  The General Partner does not anticipate that costs  associated with
this case will be material to the Partnership's overall operations.

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

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

During the quarter ended  December 31, 1999, no matters were submitted to a vote
of the unit holders through the solicitation of proxies or otherwise.

                                     PART II

Item 5. Market for the  Registrant's  Common Equity and Related  Security Holder
        Matters

The Partnership,  a publicly-held limited partnership,  offered and sold 181,808
limited partnership units aggregating $45,452,000. The Partnership currently has
2,840 holders of record owning an aggregate of 181,300 Units.  Affiliates of the
General  Partner  owned 73,128  units or 40.34% at December 31, 1999.  No public
trading market has developed for the Units,  and it is not anticipated that such
a market will develop in the future.

The following table sets forth the distributions declared by the Partnership for
the years ended December 31, 1998 and 1999:

                                                Distributions
                                                           Per Limited
                                      Aggregate (3)      Partnership Unit
                                      (in thousands)

       01/01/98 - 12/31/98              $  500 (1)            $ 2.76

       01/01/99 - 12/31/99              $2,297 (2)            $12.41


(1)   Sales proceeds from sale of Celina Plaza in October 1997.

(2)   Refinance  proceeds of approximately  $1,123,000 from Colony of Springdale
      and approximately $1,174,000 of operating funds.  Distribution was accrued
      at December 31, 1999 and paid in January 2000.

(3)   See "Item 6" for further details.

The  Partnership  is  required  to  maintain   working   capital   reserves  for
contingencies  of not less than 5% of Net  Invested  Capital  as  defined in the
Partnership  Agreement.  In the event expenditures are made from these reserves,
operating revenue shall be allocated to such reserves to the extent necessary to
maintain the foregoing level. Reserves, consisting of cash and cash equivalents,
tenant security deposits, investments, and reserves for capital improvements and
contingencies  totaling  approximately  $3,250,000  are more  than  the  reserve
requirement of approximately $2,070,000 at December 31, 1999.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturity,  refinancing,  and/or  property sale. The  Partnership's  distribution
policy is reviewed on an annual basis. There can be no assurance,  however, that
the Partnership  will generate  sufficient  funds from operations after required
capital  expenditures  to permit any  distributions  to its  partners in 2000 or
subsequent  periods.  In addition,  the  Partnership  is restricted  from making
distributions  if the  working  capital  reserve  requirement  is not met by the
Partnership.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the fiscal years ended December 31, 1999 and 1998. As a
result of these tender  offers,  AIMCO and its  affiliates  currently own 73,128
limited  partnership  units  in  the  Partnership  representing  40.34%  of  the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO.  Consequently,  AIMCO is in a position to significantly  influence all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the General  Partner because of their  affiliation  with the General
Partner.

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

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

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

Results of Operations

The Partnership realized a net loss of approximately $206,000 for the year ended
December 31, 1999, compared to a net loss of approximately $101,000 for the year
ended  December 31, 1998.  The increase in net loss for the year ended  December
31, 1999 is  primarily  due to an increase  in total  expenses  and, to a lesser
extent,  an  extraordinary  loss  on  the  early   extinguishment  of  the  debt
encumbering  the property (see  discussion in "Liquidity and Capital  Resources"
below), partially offset by an increase in total revenues. The increase in total
revenues is due to an increase in rental income which was partially  offset by a
decrease  in other  income.  The  increase  in rental  income  resulted  from an
increase in rental rates. The decrease in other income is a result of lower cash
balances in interest bearing accounts in 1999. The increase in total expenses is
primarily  due to an increase in general and  administrative  expenses and, to a
lesser extent, an increase in depreciation expense which was partially offset by
a decrease in operating  expenses.  The  increase in general and  administrative
expenses  is due to an  increase  in legal  expenses as well as the accrual of a
Partnership  management fee associated  with the  distribution of operating cash
flow  declared  at  December  31,  1999.  The  decrease  in  operating  expenses
associated  with a  litigation  settlement  as  previously  disclosed  in  prior
quarters is due to decreases in maintenance,  property,  and insurance expenses.
The decrease in  maintenance  expense is due to a decrease in  landscaping  (see
change in  accounting  principle  below)  and  exterior  building  repairs.  The
decrease  in property  expense is  primarily  due to a decrease  in  maintenance
salaries  in 1999.  The  decrease in  insurance  expense is due to a decrease in
premiums resulting from a change of insurance carrier late in 1998.

Included in general and  administrative  expenses at both  December 31, 1999 and
1998, are management  reimbursements  to the General  Partner  allowed under the
Partnership   Agreement.   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.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies  of the  General  Partner.  The  effect  of the  change  in 1999 was to
decrease net loss by approximately $25,000 ($0.14 per limited partnership unit).
The cumulative  effect,  had this change been applied to prior  periods,  is not
material.  The accounting principle change will not have an effect on cash flow,
funds  available  for  distribution  or fees payable to the General  Partner and
affiliates.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market environment of its investment  property 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
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 General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  1999,  the  Partnership  had  cash and  cash  equivalents  of
approximately $3,032,000 as compared to approximately $1,862,000 at December 31,
1998.  Cash and cash  equivalents  increased  approximately  $1,170,000 from the
Partnership's  previous  year ended  December 31,  1998.  The increase is due to
approximately   $1,163,000  of  cash  provided  by  financing   activities   and
approximately  $456,000  of cash  provided  by  operating  activities  which was
partially offset by approximately $449,000 of cash used in investing activities.
Cash provided by financing activities consisted of proceeds from the refinancing
of Colony of Springdale in 1999,  partially offset by the payoff of the existing
mortgage,  principal payments made on the mortgage encumbering the Partnership's
property and loan costs associated with the new mortgage. Cash used in investing
activities consisted of property  improvements and replacements  slightly offset
by net withdrawals  from restricted  escrows  maintained by the mortgage lender.
The Partnership invests its working capital reserves in a money market account.

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 property to adequately maintain the physical assets
and other operating  needs of the Registrant and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  Partnership  is  currently
evaluating  the capital  improvement  needs of the  properties  for the upcoming
year.  The  minimum  amount to be  budgeted  is  expected to be $300 per unit or
$78,300.  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 capital  expenditures will
be  incurred  only if cash is  available  from  operations  or from  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.

The  Registrant's  current assets are thought to be sufficient for any near term
needs (exclusive of capital  improvements)  of the  Partnership.  On October 25,
1999, the Partnership  refinanced the mortgage  encumbering Colony of Springdale
Apartments.  Interest on the old mortgage  was 9.5%.  The  refinancing  replaced
indebtedness  of  $4,281,000  with a new  mortgage in the amount of  $5,600,000.
Payments of  approximately  $46,111 are due on the first day of each month until
the loan matures on December 1, 2019.  The prior note was scheduled to mature in
May 2001. The lender also required a repair escrow of approximately  $135,000 to
be established. The loss on early extinguishment of debt for financial statement
purposes is  approximately  $40,000,  consisting of the write-off of unamortized
loan costs.  The General  Partner will attempt to  refinance  such  indebtedness
and/or sell the property prior to such maturity date. If the property  cannot be
refinanced and/or sold for a sufficient  amount, the Partnership may risk losing
such property through foreclosure.

The  Partnership  is  required  to  maintain   working   capital   reserves  for
contingencies  of not less than 5% of Net  Invested  Capital  as  defined in the
Partnership  Agreement.  In the event expenditures are made from these reserves,
operating revenue shall be allocated to such reserves to the extent necessary to
maintain the foregoing level. Reserves, consisting of cash and cash equivalents,
tenant security deposits, investments, and reserves for capital improvements and
contingencies  totaling  approximately  $3,250,000  are more  than  the  reserve
requirement of approximately $2,070,000 at December 31, 1999.

A  distribution  of  approximately  $2,297,000  approximately  $2,250,000 to the
limited  partners or $12.41 per  limited  partnership  unit) was accrued  during
December 1999 and paid in January 2000. This distribution consisted of cash from
operations of approximately $1,175,000  (approximately $1,128,000 to the limited
partners  or $6.22 per limited  partnership  unit) and  refinancing  proceeds of
approximately  $1,122,000 to the limited partners ($6.19 per limited partnership
unit).  A cash  distribution  from surplus cash of  approximately  $500,000 from
proceeds  of the sale of Celina  Plaza in October  1997 was made during the year
ended  December 31, 1998  entirely to the limited  partners at $2.76 per limited
partnership  unit.  Future cash  distributions  will depend on the levels of net
cash generated from operations, the availability of cash reserves and the timing
of the  debt  maturity,  refinancing  and/or  property  sale.  The  Registrant's
distribution  policy is reviewed on an annual basis.  There can be no assurance,
however,  that the Registrant  will generate  sufficient  funds from  operations
after  required  capital  expenditures  to permit further  distributions  to its
partners in 2000 or subsequent periods.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the fiscal years ended December 31, 1999 and 1998. As a
result of these tender  offers,  AIMCO and its  affiliates  currently own 73,128
units of limited partnership units in the Partnership representing 40.34% of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO.  Consequently,  AIMCO is in a position to significantly  influence all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the General  Partner because of their  affiliation  with the General
Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the  General  Partner  and its  affiliates  for  management  and
administrative services ("Managing Agent"). Any of the Managing Agent's computer
programs or hardware that had  date-sensitive  software or embedded  chips might
have  recognized  a date using "00" as the year 1900  rather than the year 2000.
This  could  have  resulted  in a  system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.

Item 7.     Financial Statements

CONSOLIDATED CAPITAL PROPERTIES VI

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young, LLP, Independent Auditors

Consolidated Balance Sheet - December 31, 1999

Consolidated Statements of Operations - Years ended December 31, 1999 and 1998

Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years ended
December 31, 1999 and 1998

Consolidated Statements of Cash Flows - Years ended December 31, 1999 and 1998

Notes to Consolidated Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors

The Partners

Consolidated Capital Properties VI

We have audited the  accompanying  consolidated  balance  sheet of  Consolidated
Capital  Properties  VI as of December  31, 1999,  and the related  consolidated
statements of operations,  changes in partners' (deficit) capital and cash flows
for each of the two years in the period ended December 31, 1999. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of  Consolidated
Capital Properties VI at December 31, 1999, and the consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.

As discussed in Note L to the consolidated financial statements, the Partnership
changed its method of accounting to capitalize the cost of exterior painting and
major landscaping effective January 1, 1999.

                                                            /s/ERNST & YOUNG LLP

Greenville, South Carolina
February 24, 2000


<PAGE>



                       CONSOLIDATED CAPITAL PROPERTIES VI

                           CONSOLIDATED BALANCE SHEET

                        (in thousands, except unit data)

                                December 31, 1999
<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 3,032
   Receivables and deposits                                                     225
   Restricted escrows                                                           135
   Other assets                                                                 112
   Investment property (Notes G and H):
      Land                                                     $  916
      Buildings and personal property                           9,491
                                                               10,407
      Less accumulated depreciation                            (4,364)        6,043

                                                                            $ 9,547

Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                           $  37
   Tenant security deposit liabilities                                           79
   Accrued property taxes                                                       120
   Other liabilities                                                            219
   Distribution payable (Note F)                                              2,297
   Mortgage note payable (Note G)                                             5,590

Partners' (Deficit) Capital
   General partner                                              $  (1)
   Special limited partners                                       (79)
   Limited partners (181,300 units issued and
      outstanding)                                              1,285         1,205

                                                                            $ 9,547
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES VI

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                               1999         1998
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 1,687      $ 1,600
   Other income                                                  171          194
      Total revenues                                           1,858        1,794

Expenses:
   Operating                                                     789          851
   General and administrative                                    297          129
   Depreciation                                                  391          360
   Interest                                                      435          440
   Property taxes                                                112          115
      Total expenses                                           2,024        1,895

Loss before extraordinary item                                  (166)        (101)
Extraordinary loss on early extinguishment of debt               (40)          --

Net loss (Note I)                                             $ (206)      $ (101)

Net loss allocated to general partner (0.2%)                      --           --
Net loss allocated to limited partners (99.8%)                  (206)        (101)
                                                              $ (206)      $ (101)
Per limited partnership unit:
   Loss before extraordinary item                             $ (.92)      $ (.56)
   Extraordinary loss on early extinguishment of debt           (.22)          --

      Net loss                                               $ (1.14)      $ (.56)

Distribution per limited partnership unit                    $ 12.41       $ 2.76
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>


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

                                 Limited                 Special
                               Partnership    General    Limited    Limited
                                  Units       Partner    Partners   Partners    Total

Original capital
<S>                              <C>             <C>        <C>      <C>        <C>
   contributions                 181,808         $ 1        $ --     $45,452    $45,453

Partners' capital (deficit)
   at December 31, 1997          181,300            1        (52)     4,360      4,309

Amortization of timing
   difference (Note E)                --           --          9         (9)        --

Distributions paid to
   partners                           --           --         --       (500)      (500)

Net loss for the year ended
   December 31, 1998                  --           --         --       (101)      (101)

Partners' capital (deficit)
   at December 31, 1998          181,300            1        (43)     3,750      3,708

Amortization of timing
   difference (Note E)                --           --          9         (9)        --

Distributions paid to
   partners                           --           (2)       (45)    (2,250)    (2,297)

Net loss for the year
   ended December 31, 1999            --           --         --       (206)      (206)

Partners' (deficit) capital
   at December 31, 1999          181,300       $  (1)      $ (79)   $ 1,285    $ 1,205
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES VI

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                      (in thousands, except per unit data)
<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                   1999         1998
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net loss                                                        $ (206)      $ (101)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
     Depreciation                                                    391          360
     Amortization of loan costs                                       21           25
     Loss on disposition of property                                  20           20
     Extraordinary loss on early extinguishment of debt               40           --
     Change in accounts:
      Receivables and deposits                                        32           91
      Other assets                                                   (22)          16
      Accounts payable                                                26          (49)
      Tenant security deposit liabilities                             11           13
      Accrued taxes                                                    2           --
      Other liabilities                                              141            7

        Net cash provided by operating activities                    456          382

Cash flows from investing activities:
  Property improvements and replacements                            (382)        (227)
  Proceeds from sale of investments                                   --          302
  Net withdrawals from restricted escrows                            (67)          22

        Net cash (used in) provided by investing activities         (449)          97

Cash flows from financing activities:
  Payments on mortgage note payable                                  (70)         (66)
  Repayment of mortgage note payable                              (4,281)          --
  Proceeds from mortgage note payable                              5,600           --
  Loan costs paid                                                    (86)          --
  Distributions to partners                                           --         (500)

        Net cash provided by (used in) financing activities        1,163         (566)

Net increase (decrease) in cash and cash equivalents               1,170          (87)

Cash and cash equivalents at beginning of period                   1,862        1,949

Cash and cash equivalents at end of period                       $ 3,032      $ 1,862

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 412        $ 416

Supplemental disclosure of non cash activity:
  Distribution payable                                           $ 2,297        $ --
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                       CONSOLIDATED CAPITAL PROPERTIES VI

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

Note A - Organization and Summary of Significant Accounting Policies

Organization:   Consolidated   Capital   Properties  VI,  a  California  limited
partnership (the "Partnership" or "Registrant"),  was formed on May 23, 1984, to
acquire and operate commercial and residential  properties.  The general partner
of the Partnership is ConCap  Equities,  Inc. (the "General  Partner" or "CEI").
The General  Partner is a subsidiary  of  Apartment  Investment  and  Management
Company  ("AIMCO").  (see "Note B - Transfer of  Control").  The  directors  and
officers of the General Partner also serve as executive  officers of AIMCO.  The
Partnership  Agreement provides that the Partnership is to terminate on December
31, 2015 unless  terminated  prior to such date.  The  Partnership  operates one
apartment property located in Ohio.

At the  time  of the  Partnership's  formation,  Consolidated  Capital  Equities
Corporation ("CCEC"), a Colorado corporation,  was the corporate general partner
and Consolidated Capital Group II ("CCG"), a California general partnership, was
the  non-corporate  general  partner.  In 1988 through a series of transactions,
Southmark  Corporation  ("Southmark")  acquired controlling interest in CCEC. In
December  1988,  CCEC filed for  reorganization  under  Chapter 11 of the United
States Bankruptcy Code. In 1990, as part of CCEC's  reorganization  plan, ConCap
Equities,  Inc. (the "General Partner" or "CEI") acquired CCEC's general partner
interests  in  the  Partnership  and  in  15  other  affiliated  public  limited
partnerships (the "Affiliated  Partnerships")  and CEI replaced CCEC as managing
general  partner  in all  16  partnerships.  The  selection  of CEI as the  sole
managing  general partner was approved by a majority of the Limited  Partners in
the  Partnership  and in  each  of the  Affiliated  Partnerships  pursuant  to a
solicitation  of the Limited  Partners  dated August 10,  1990.  As part of this
solicitation, the Limited Partners also approved an amendment to the Partnership
Agreement to limit changes of control of the Partnership.

Prior to December 1994, all of CEI's  outstanding stock was owned by GII Realty,
Inc.  In  December  1994,  the  parent  of  GII  Realty,  Inc.,  entered  into a
transaction  (the  "Insignia  Transaction")  in which an  affiliate  of Insignia
Financial Group, Inc. ("Insignia"),  acquired an option (exercisable in whole or
in part from time to time) to purchase all of the stock of GII Realty, Inc. and,
pursuant to a partial exercise of such option,  acquired 50.5% of that stock. As
part of the Insignia  Transaction,  the Insignia  affiliate also acquired all of
the outstanding stock of Partnership Services,  Inc., an asset management entity
and Insignia acquired all of the outstanding stock of Coventry Properties, Inc.,
a property management entity. In addition, confidentiality, non-competition, and
standstill  arrangements were entered into between certain of the parties. Those
arrangements,  among other things, prohibit GII Realty's former sole shareholder
from  purchasing  Partnership  Units for a period of three years. On October 24,
1995, the Insignia  affiliate  exercised the remaining  portion of its option to
purchase all of the remaining outstanding capital stock of GII Realty, Inc.

Consolidation:  The Partnership's  financial  statements include the accounts of
Colony of Springdale  Associates,  Ltd. ("Colony  Associates"),  which holds fee
title to the Colony of Springdale Apartments.  The results of its operations are
included in the Partnership's consolidated financial statements. All interentity
transactions between the Partnership and Colony Associates have been eliminated.

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

Investment Properties: Investment property consists of one apartment complex and
is stated at cost. Acquisition fees are capitalized as a cost of real estate. In
accordance with Statement of Financial  Accounting  Standards  ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of", the Partnership  records impairment losses on long-lived assets
used in operations when events and circumstances  indicate that the assets might
be impaired and the  undiscounted  cash flows estimated to be generated by those
assets are less than the carrying  amounts of those  assets.  Costs of apartment
properties  that have  been  permanently  impaired  have  been  written  down to
appraised  value.  No  adjustments  for impairment of value were recorded in the
years ended December 31, 1999 or 1998.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  property and related  personal  property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used (1)
for real property over 15 years for additions  prior to March 16, 1984, 18 years
for  additions  after  March 15,  1984 and before May 9, 1985,  and 19 years for
additions  after May 8, 1985,  and before  January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 5 years.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the costs of exterior painting and major landscaping (Note L).

Cash and Cash  Equivalents:  Includes cash on hand and in banks and money market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

Loan Costs: Net loan costs of approximately $86,000 are included in other assets
and are being amortized on a straight-line basis over the life of the loan.

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

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

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

Allocation  of  Profits,  Gains and  Losses:  Profits,  gains and  losses of the
Partnership  are allocated  between  general and limited  partners in accordance
with the provisions of the Partnership Agreement.

The Partnership Agreement,  as amended, and as described more fully in "Note E",
provides  for net income and net losses  for both  financial  and tax  reporting
purposes to be  allocated  99.8% to the Limited  Partners and .2% to the General
Partner.

Segment Reporting:  SFAS No. 131, Disclosure about Segments of an Enterprise and
Related  Information  established  standards  for the way that  public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers. See "Note J" for required disclosure.

Advertising Costs: The Partnership expenses the cost of advertising as incurred.
Advertising costs of approximately  $45,000 in 1999 and approximately $45,000 in
1998 were charged to expense as incurred and are included in operating expenses.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia and Insignia  Properties Trust merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation (the "Insignia Merger").  As a result, AIMCO acquired 100% ownership
interest in the General Partner.  The General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.

Note C - Related Party Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for payments to affiliates for services and
the  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.  The following expenses were paid or accrued to the General Partner
or affiliates of the General  Partner  during the years ended  December 31, 1999
and 1998.

                                                           1999        1998
                                                            (in thousands)

Property management fees (included in operating            $ 91         $86
   expenses)
Reimbursement for services of affiliates (included
   in investment property and operating and general
   and administrative expenses)                            $ 61         $62
Partnership management fee (included in other
   liabilities and general and administrative
   expenses)                                               $102         $--

During the years ended  December  31, 1999 and 1998,  affiliates  of the General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
property  as  compensation  for  providing  property  management  services.  The
Partnership  paid to such affiliates  approximately  $91,000 and $86,000 for the
years ended December 31, 1999 and 1998, respectively.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $61,000 and
$62,000 for the years ended December 31, 1999 and 1998, respectively.

The Partnership Agreement also provides for a special management fee equal to 9%
of the total  distributions  from operations made to the Limited  Partners to be
paid  to  the  General  Partner  for  executive  and  administration  management
services.  The General Partner received  approximately $102,000 in January 2000,
resulting  from the  distribution  declared in December  1999. No such fees were
paid in 1998.

For acting as a broker,  an  affiliate  of the General  Partner was  entitled to
receive 1% of the proceeds of the new  mortgage.  The  Partnership  paid to such
affiliates  $56,000  for the year  ended  December  31,  1999.  This  amount  is
reflected in other assets and is being amortized over the life of the loan.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the fiscal years ended December 31, 1999 and 1998. As a
result of these tender  offers,  AIMCO and its  affiliates  currently own 73,128
units of limited partnership units in the Partnership representing 40.34% of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO.  Consequently,  AIMCO is in a position to significantly  influence all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the General  Partner because of their  affiliation  with the General
Partner.

Note D - Commitment

The  Partnership  is  required  to  maintain   working   capital   reserves  for
contingencies  of not less than 5% of Net  Invested  Capital  as  defined in the
Partnership  Agreement.  In the event expenditures are made from these reserves,
operating revenue shall be allocated to such reserves to the extent necessary to
maintain the foregoing level. Reserves, consisting of cash and cash equivalents,
tenant security deposits,  investments and reserves for capital improvements and
contingencies  totaling  approximately  $3,250,000  are more  than  the  reserve
requirement of approximately $2,070,000 at December 31, 1999.

Note E - Change in Status of Non-Corporate General Partner

During the year ended December 31, 1991, the  Partnership  Agreement was amended
to convert the  General  Partner  interests  held by the  non-corporate  general
partner,  Consolidated  Capital  Group II  ("CCG"),  to that of special  limited
partners ("Special Limited Partners").  The Special Limited Partners do not have
a vote and do not have any of the other rights of a Limited  Partner  except the
right to inspect  the  Partnership's  books and  records;  however,  the Special
Limited Partners  retained the economic  interest in the Partnership  which they
previously owned as a general partner.

ConCap Equities, Inc. ("CEI") became the sole general partner of the Partnership
effective  December 31, 1991. In  connection  with CCG's  conversion,  a special
allocation of gross income was made to the Special Limited  Partners in order to
eliminate their tax basis negative capital accounts.

After the conversion,  the various Special Limited Partners transferred portions
of their  interests to CEI so that CEI now holds a .2% interest in all allocable
items of income,  loss and  distribution.  The  difference  between  the Special
Limited  Partner's  capital  accounts for financial  statement and tax reporting
purposes are being amortized to the Limited  Partners'  capital  accounts as the
components of the timing differences which created the balance reverse.

Note F - Distributions

A  distribution  of  approximately  $2,297,000  approximately  $2,250,000 to the
limited  partners or $12.41 per  limited  partnership  unit) was accrued  during
December 1999 and paid in January 2000. This distribution consisted of cash from
operations of approximately $1,175,000  (approximately $1,128,000 to the limited
partners  or $6.22 per limited  partnership  unit) and  refinancing  proceeds of
approximately  $1,122,000 to the limited partners ($6.19 per limited partnership
unit).  A cash  distribution  from surplus cash of  approximately  $500,000 from
proceeds  of the sale of Celina  Plaza in October  1997 was made during the year
ended  December 31, 1998  entirely to the limited  partners at $2.76 per limited
partnership unit.

Note G - Mortgage Note Payable

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

                          Principal    Monthly                           Principal
                         Balance At    Payment     Stated                 Balance
                        December 31,  Including   Interest  Maturity       Due At
       Property             1999       Interest     Rate      Date        Maturity
                             (in thousands)
Colony of Springdale
<S>                        <C>           <C>       <C>       <C>            <C>
  1st mortgage             $5,590        $ 46      7.79%     12/2019        $ --
</TABLE>

The mortgage note payable is non-recourse and secured by pledge of the apartment
property and by pledge of revenues from the apartment  property.  The note has a
prepayment  penalty  requirement  if  repaid  prior to  maturity.  Further,  the
property may not be sold subject to existing indebtedness.

On October 25, 1999, the Partnership  refinanced the mortgage encumbering Colony
of Springdale Apartments. Interest on the old mortgage was 9.5%. The refinancing
replaced  indebtedness  of  $4,281,000  with a new  mortgage  in the  amount  of
$5,600,000.  Payments of approximately  $46,111 are due on the first day of each
month until the loan matures on December 1, 2019.  The prior note was  scheduled
to mature in May 2001. The lender also required a repair escrow of approximately
$135,000  to be  established.  The  loss on  early  extinguishment  of debt  for
financial  statement  purposes  is  approximately  $40,000,  consisting  of  the
write-off of unamortized loan costs.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 1999 are as follows (in thousands):

                             2000                $  122
                             2001                   132
                             2002                   143
                             2003                   154
                             2004                   167
                          Thereafter              4,872
                             Total               $5,590

<PAGE>

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

                                               Initial Cost
                                              To Partnership
                                              (in thousands)
                                                     Buildings          Cost
                                                    and Related     Capitalized
                                                      Personal     Subsequent to
      Description         Encumbrance      Land       Property      Acquisition
                         (in thousands)                           (in thousands)
Colony of Springdale
<S>                          <C>           <C>         <C>             <C>
  Springdale, Ohio           $5,590        $ 909       $8,358          $1,140
</TABLE>

<TABLE>
<CAPTION>

                        Gross Amount At Which Carried
                             At December 31, 1999
                                (in thousands)
                                  Buildings
                                 And Related
                                   Personal             Accumulated     Date    Depreciable
      Description         Land     Property    Total    Depreciation  Acquired   Life-Years
                                                       (in thousands)
Colony of Springdale
<S>                      <C>       <C>        <C>         <C>          <C>  <C>     <C>
  Springdale, Ohio       $ 916     $ 9,491    $10,407     $ 4,364      2/20/87      5-30
</TABLE>


Reconciliation of "Real Estate and Accumulated Depreciation"

                                                Years Ended December 31,
                                                  1999            1998
                                                     (in thousands)
Investment Properties
Balance at beginning of year                    $10,061          $ 9,866
    Property improvements                           382              227
    Disposals of property                           (36)             (32)
Balance at end of year                          $10,407          $10,061

Accumulated Depreciation
Balance at beginning of year                    $ 3,989          $ 3,641
    Additions charged to expense                    391              360
    Disposals of property                           (16)             (12)
Balance at end of year                          $ 4,364          $ 3,989

The aggregate cost of the investment property for Federal income tax purposes at
December  31,  1999  and  1998,  is  approximately  $9,584,000  and  $9,189,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 1999 and 1998,  is  approximately  $4,112,000  and  $3,724,000,
respectively.

Note I - Income Taxes

Taxable income or loss of the  Partnership is reported in the income tax returns
of its  partners.  Accordingly,  no  provision  for income  taxes is made in the
consolidated financial statements of the Partnership.

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

                                                     1999          1998
Net loss as reported                                $ (206)       $ (101)
Add (deduct):
   Depreciation differences                              2            16
   Unearned income                                      (3)          (11)
   Other                                                15            --
   Accruals and prepaids                               135            (2)
   Loss on disposal                                     20            20
Federal taxable loss                                $  (37)       $  (78)
Federal taxable loss per limited
   partnership unit                                 $ (.20)       $ (.41)


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

Net assets as reported                         $ 1,205
Land and buildings                                (872)
Accumulated depreciation                           268
Syndication and distribution costs               4,989
Distribution Payable                             2,298
Other                                              443
      Net assets - Federal tax basis           $ 8,331

Note J - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment  derives its  revenues:  The  Partnership  has one  reportable  segment:
residential properties.  The Partnership's residential property segment consists
of one apartment  complex in Ohio.  The  Partnership  rents  apartment  units to
tenants for terms that are typically twelve months or less.

Measurement  of segment profit or loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the  reportable  segments  are the same as those  described  in the  summary  of
significant accounting policies.

Factors management used to identify the enterprise's reportable segment: Segment
information  for the  years  1999  and 1998 is shown  in the  tables  below  (in
thousands). The "Other" column includes Partnership administration related items
and income and expense not allocated to the reportable segment.

                 1999                    Residential     Other      Totals

Rental income                              $ 1,687       $  --     $ 1,687
Other income                                    96           75        171
Interest expense                               435           --        435
Depreciation                                   391           --        391
General and administrative expense              --          297        297
Extraordinary loss on early
  extinguishment of debt                       (40)          --        (40)
Segment income (loss)                           16         (222)      (206)
Total assets                                 6,750        2,797      9,547
Capital expenditures for investment
  property                                     382           --        382


                 1998                   Residential     Other      Totals

Rental income                             $ 1,600       $  --      $ 1,600
Other income                                   97           97         194
Interest expense                              440           --         440
Depreciation                                  360           --         360
General and administrative expense             --          129         129
Segment loss                                  (69)         (32)       (101)
Total assets                                6,435        1,889       8,324
Capital expenditures for investment
  property                                    227           --         227

Note K - 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   the  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  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the General  Partner filed a motion seeking  dismissal of the action.  In
lieu  of  responding  to the  motion,  the  plaintiffs  have  filed  an  amended
complaint.  The 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 final court approval, on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  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 class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the General  Partner  and its  affiliates
terminated the proposed  settlement.  Certain  plaintiffs have filed a motion to
disqualify  some of the plaintiffs'  counsel in the action.  The General Partner
does not anticipate that costs associated with this case 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.

Note L - Change In Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies  of the  General  Partner.  The  effect  of the  change  in 1999 was to
decrease net loss by approximately $25,000 ($0.14 per limited partnership unit).
The cumulative  effect,  had this change been applied to prior  periods,  is not
material.  The accounting principle change will not have an effect on cash flow,
funds  available  for  distribution  or fees payable to the General  Partner and
affiliates.

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

          None.

<PAGE>

                                    PART III

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

Consolidated  Capital  Properties VI (the "Partnership" or the "Registrant") has
no officers or directors. ConCap Equities, Inc. (the "General Partner" or "CEI")
manages and controls the Registrant and has general responsibility and authority
in all matters affecting its business.

The name of the directors and executive  officers of the General Partner,  their
age and the  nature of all  positions  with CEI  presently  held by them are set
forth below. There are no family relationships  between or among any officers or
directors.

Name                        Age    Position

Patrick J. Foye              42    Executive Vice President and Director

Martha L. Long               40    Senior Vice President and Controller

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

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

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Form 5 and amendments  thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by Section 16(a) of the Exchange
Act during the most recent  fiscal year or prior fiscal years except as follows:
AIMCO Properties,  L.P. and its joint filers failed to timely file a Form 3 with
respect to its  acquisition  of Units and AIMCO and its joint  filers  failed to
timely file a Form 4 with respect to its acquisition of Units.

Item 10.    Executive Compensation

Neither  the  director  nor the  officers of the General  Partner  received  any
remuneration from the Registrant.

<PAGE>

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as provided below, as of December 31, 1999, no person was known to CEI to
own of  record  or  beneficially  more  than  five  percent  of the Units of the
Partnership.

Entity                                       Number           Percent
                                            of Units          of Total

Insignia Properties, LP                      42,480            23.43%
   (an affiliate of AIMCO)
AIMCO Properties, LP                         30,648            16.91%
   (an affiliate of AIMCO)


Insignia Properties,  L.P is indirectly  ultimately owned by AIMCO. Its business
address is 55 Beattie Place, Greenville, SC 29602.

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

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

As of December  31,  1999,  the  following  persons  were known to CEI to be the
beneficial owners of more than five percent (5%) of its common stock:

                                         Number of            Percent
     Name and Address                    CEI Shares           Of Total

     Insignia Properties Trust            100,000               100%
     55 Beattie Place
     Greenville, SC  29602

Insignia Properties Trust is an affiliate of AIMCO.

Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for payments to affiliates for services and
the  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.  The following expenses were paid or accrued to the General Partner
or affiliates of the General  Partner  during the years ended  December 31, 1999
and 1998:

                                                       1999        1998
                                                        (in thousands)

Property management fees                               $ 91         $86
Reimbursement for services of affiliates               $ 61         $62
Partnership management fee                             $102         $--

During the years ended  December  31, 1999 and 1998,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Registrant's   property  as  compensation  for  providing  property   management
services.  The  Registrant  paid to such  affiliates  approximately  $91,000 and
$86,000 for the years ended December 31, 1999 and 1998, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $61,000 and $62,000 for the
years ended December 31, 1999 and 1998, respectively.

The Partnership Agreement also provides for a special management fee equal to 9%
of the total  distributions  from operations made to the Limited  Partners to be
paid  to  the  General  Partner  for  executive  and  administration  management
services.  The General Partner received  approximately $102,000 in January 2000,
resulting  from the  distribution  declared in December  1999. No such fees were
paid in 1998.

For acting as a broker,  an  affiliate  of the General  Partner was  entitled to
receive 1% of the proceeds of the new  mortgage.  The  Partnership  paid to such
affiliates  $56,000  for the year  ended  December  31,  1999.  This  amount  is
reflected in other assets and is being amortized over the life of the loan.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the fiscal years ended December 31, 1999 and 1998. As a
result of these tender  offers,  AIMCO and its  affiliates  currently own 73,128
units of limited partnership units in the Partnership representing 40.34% of the
outstanding  units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO.  Consequently,  AIMCO is in a position to significantly  influence all
voting  decisions  with  respect  to  the  Registrant.   Under  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all  likelihood  vote the  Units it  acquired  in a manner  favorable  to the
interest of the General  Partner because of their  affiliation  with the General
Partner.

Conversion of Non-Corporate General Partner; Special Allocation

In the year ended  December 31, 1991, the  Partnership  Agreement was amended to
convert the general partner interest held by the non-corporate  general partner,
CCG, to that of a special  limited  partner  ("Special  Limited  Partner").  The
Special  Limited Partner does not have a vote and does not have any of the other
rights of a Limited Partner except the right to inspect the Partnership's  books
and  records;  however,  the Special  Limited  Partner  will retain the economic
interest in the Partnership  which it previously owned as general  partner.  CEI
became the sole general partner of the Partnership  effective as of December 31,
1991. In connection with CCG's conversion,  a special allocation of gross income
was made to the  Special  Limited  Partner in order to  eliminate  its tax basis
negative capital account.

After the  conversion,  the various  owners of interests in the Special  Limited
Partner  transferred  portions of their interests to CEI so that CEI now holds a
 .2%  interest  in all  allocable  items of income,  loss and  distribution.  The
difference  between the Special Limited Partners' capital accounts for financial
statement and tax reporting purposes is being amortized to the Limited Partners'
capital  account as the components of the timing  differences  which created the
balance reverse.

<PAGE>

Item 13.    Exhibits, Financial Statements, Schedules and Reports on Form 8-K

            (a)   Exhibits:

                  Exhibit 18, Independent Accountants'  Preferability Letter for
                  Change in Accounting Principle, is filed as an exhibit to this
                  report.

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            (b)   Reports on Form 8-K filed during the fourth quarter of 1999:

                  None.

<PAGE>

                                   SIGNATURES

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

                                    CONSOLIDATED CAPITAL PROPERTIES VI

                                    By:   CONCAP EQUITIES, INC.
                                          General Partner

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

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

                                    Date:


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities on the date indicated.

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

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

<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES VI

                                  EXHIBIT INDEX

Exhibit Number    Description of Exhibit

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

3    Certificate of Limited Partnership as amended to date.

10.1 Bill of Sale and Assignment dated October 23, 1990, by and between CCEC and
     ConCap Services Company  (Incorporated by reference to the Quarterly Report
     on Form 10-Q for the quarter ended September 30, 1990).

10.2 Assignment and Assumption  Agreement dated October 23, 1990, by and between
     the CCEC and ConCap Management Limited Partnership ("CCMLP")  (Incorporated
     by reference  to the  Quarterly  Report on Form 10-Q for the quarter  ended
     September 30, 1990).

10.3 Property  Management  Agreement No. 119 dated April 9, 1991, by and between
     Colony Springdale  Associates and CCMLP.  (Incorporated by reference to the
     Annual Report on Form 10-K for the year ended December 31, 1991).

10.4 Assignment and Agreement as to Certain Property  Management  Services dated
     April  9,  1991,  by  and  between  CCMLP  and  ConCap   Capital   Company.
     (Incorporated  by reference to the Annual  Report on Form 10-K for the year
     ended December 31, 1991).

10.5 Investor  Services  Agreement  dated  October 23, 1990,  by and between the
     Partnership and  CCEC(Incorporated  by reference to the Quarterly Report on
     Form 10-Q for the quarter ended September 30, 1990).

10.6 Assignment and Assumption  Agreement  (Investor  Services  Agreement) dated
     October  23,  1990,  by  and  between  CCEC  and  ConCap  Services  Company
     (Incorporated  by reference to the Annual  Report on Form 10-K for the year
     ended December 31, 1990).

10.7 Letter of Notice dated December 20, 1991, from Partnership  Services,  Inc.
     ("PSI")  to  the   Partnership   regarding  the  change  in  ownership  and
     dissolution  of ConCap  Services  Company  whereby PSI assumed the Investor
     Services Agreement. (Incorporated by reference to the Annual Report on Form
     10-K for the year ended December 31, 1991).

10.8 Financial  Services  Agreement  dated  October 23, 1990, by and between the
     Partnership and CCEC  (Incorporated by reference to the Quarterly Report on
     Form 10-Q for the quarter ended September 30, 1990).


<PAGE>


10.9 Assignment and Assumption  Agreement  (Financial  Services Agreement) dated
     October  23,  1990,  by  and  between  CCEC  and  ConCap  Capital   Company
     (Incorporated  by  reference to the  Quarterly  Report on Form 10-Q for the
     quarter ended September 30, 1990).

10.10Letter of Notice  dated  December  20,  1991,  from PSI to the  Partnership
     regarding the change in ownership and dissolution of ConCap Capital Company
     whereby PSI assumed the  Financial  Services  Agreement.  (Incorporated  by
     reference to the Annual Report on Form 10-K for the year ended December 31,
     1991).

10.11Property  Management  Agreement  No. 421 dated May 13, 1993, by and between
     the Partnership and Coventry Properties, Inc. (Incorporated by reference to
     the  Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
     1993).

10.12Assignment  and Assumption  Agreement  (Property  Management  Agreement No.
     421) dated May 13, 1993, by and between Coventry  Properties,  Inc. and R&B
     Apartment  Management  Company,   Inc.  and  Partnership   Services,   Inc.
     (Incorporated  by  reference to the  Quarterly  Report on Form 10-Q for the
     quarter ended September 30, 1993).

10.13Assignment and Agreement as to Certain Property  Management  Services dated
     May 13, 1993,  by and between  Coventry  Properties,  Inc. and  Partnership
     Services,  Inc.  (Incorporated by reference to the Quarterly Report on Form
     10-Q for the quarter ended September 30, 1993).

10.14Property  Management  Agreement  No. 515 dated June 1, 1993, by and between
     the Partnership and Coventry Properties, Inc.

10.15Assignment and Agreement as to Certain Property  Management  Services dated
     November 17, 1993, by and between Coventry Properties, Inc. and Partnership
     Services, Inc.

10.16Stock and Asset  Purchase  Agreement,  dated  December 8, 1994 (the "Gordon
     Agreement"),   among  MAE-ICC,   Inc.   ("MAE-ICC"),   Gordon  Realty  Inc.
     ("Gordon"),  GII Realty,  Inc. ("GII  Realty"),  and certain other parties.
     (Incorporated by reference to Form 8-K dated December 8, 1994).

10.17Exercise of the Option (as defined in the Gordon  Agreement) dated December
     8, 1994, between MAE-ICC and Gordon. (Incorporated by reference to Form 8-K
     dated December 8, 1994).

10.18Exercise of the  remaining  portion of the Option (as defined in the Gordon
     Agreement)   dated   December   8,  1994,   between   MAE-ICC  and  Gordon.
     (Incorporated by reference to Form 8-K dated October 24, 1995).

10.19Contract to Purchase and Sell  Property  made and entered into as of August
     13,  1997,  but  effective  October 20, 1997,  by and between  Consolidated
     Capital Properties VI, a California limited partnership, and The Vandenburg
     Organization, a Texas corporation regarding Celina Plaza Apartments.


<PAGE>


10.20Assignment  and assumption of Leases dated October 13, 1997, by and between
     Consolidated  Capital Properties VI, a California  limited  partnership and
     The Vandenburg  Organization,  a Texas  corporation  regarding Celina Plaza
     Apartments.

10.21Blanket Conveyance,  Bill of Sale and Assignment dated October 13, 1997, by
     and  between  Consolidated  Capital  Properties  VI, a  California  limited
     partnership and The Vandenburg Organization,  a Texas corporation regarding
     Celina Plaza Apartments.

10.22Multi-family  note between Colony of Springdale  Associates,  Ltd. and GMAC
     Commercial Mortgage Corporation dated October 25, 1999.

11   Statement regarding  computation of Net Income per Limited Partnership Unit
     (Incorporated  by reference to Note 1 of Item 8 - Financial  Statements  of
     this Form 10-K).

16.1 Letter,  dated August 12, 1992,  from Ernst & Young to the  Securities  and
     Exchange   Commission   regarding   change   in   certifying    accountant.
     (Incorporated by reference to Form 8-K dated August 6, 1992).

16.2 Letter  dated  May  9,  1995  from  the  Registrant's   former  independent
     accountant  regarding  its  concurrence  with  the  statements  made by the
     Registrant regarding a change in the certifying  accountant.  (Incorporated
     by reference to Form 8-K dated May 3, 1995).

18   Independent  Accountants'  Preferability  Letter for  Change in  Accounting
     Principle.

27   Financial Data Schedule.

<PAGE>

                                                                     Exhibit 18


February 7, 2000


Mr. Patrick J. Foye
Executive Vice President
ConCap Equities, Inc.
General Partner of Consolidated Capital Properties VI
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note L of Notes to the Consolidated Financial Statements of Consolidated Capital
Properties  VI included in its Form 10-KSB for the year ended  December 31, 1999
describes a change in the method of accounting to capitalize  exterior  painting
and major landscaping,  which would have been expensed under the old policy. You
have advised us that you believe  that the change is to a  preferable  method in
your  circumstances  because it provides a better  matching of expenses with the
related benefit of the  expenditures  and is consistent with policies  currently
being used by your industry and conforms to the policies of the General Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                               Very truly yours,
                                                            /s/Ernst & Young LLP

<PAGE>

                                                                   Exhibit 10.22
                                                        FHLMC Loan No. 002724618


                                MULTIFAMILY NOTE
                                  (MULTISTATE)

US $5,600,000.00                                          As of October 25, 1999


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the  principal sum of Five Million Six
Hundred  Thousand and 00/100  Dollars (US  $5,600,000.00),  with interest on the
unpaid  principal  balance at the annual rate of seven and seven hundred  ninety
thousandths percent (7.790%).

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,  or 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 650
Dresher Road, P.O. Box 1015, Horsham, Pennsylvania 19044-8015, Attn: Servicing -
Account  Manager,  or such other place as may be designated by written notice to
Borrower from or on behalf of Lender.

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

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

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount  of Forty  Six  Thousand  One  Hundred  Eleven  and  41/100  Dollars  (US
$46,111.41),  shall be  payable  on the first  day of each  month  beginning  on
December 1, 1999,  until the entire unpaid principal  balance  evidenced by this
Note is fully paid. Any accrued interest  remaining past due for 30 days or more
shall 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  November  1, 2019 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.

(c) 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. 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, Borrower shall pay to Lender, immediately
and without  demand by Lender,  a late charge equal to five percent (5%) of such
amount.  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 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 4 percentage points above the rate stated
in the first  paragraph of this Note or 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 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 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.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment made
under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on the last  Business Day of a calendar  month if Borrower has given Lender
at least 30 days prior  notice of its  intention to make 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 Schedule A.
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.  Borrower shall not have the
option to voluntarily prepay less than all of the unpaid principal balance.

(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 Schedule A.

(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.  The amount of any such partial prepayment shall be computed
so as to provide to Lender a prepayment  premium computed pursuant to Schedule A
without Borrower having to pay out-of-pocket any additional amounts.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any  prepayment  made no more than 180 days
before the 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)   Schedule A is hereby incorporated by reference into 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 on Schedule A 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.  Borrower  shall pay all expenses and costs,  including
fees and  out-of-pocket  expenses of 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. 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 or household 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. 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.

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.


<PAGE>


      ATTACHED SCHEDULES.  The following Schedules are attached to this Note:

             X       Schedule A    Prepayment Premium (required)

             X       Schedule B    Modifications to Multifamily Note

      IN WITNESS  WHEREOF,  Borrower has signed and  delivered  this Note or has
caused  this  Note  to  be  signed  and   delivered   by  its  duly   authorized
representative.

WITNESS:

                                 COLONY OF SPRINGDALE ASSOCIATES, LTD., a Texas
                                 limited partnership

Print Name:
                                 By:  CCP/VI Springdale GP, L.L.C.,
                                      a South Carolina limited liability
                                      company, its general partner

Print Name:
                                 By:  Consolidated Capital Properties VI,
                                      a California limited partnership
                                      its sole and managing member

                                 By:  Concap Equities, Inc.,
                                      a Delaware corporation,
                                      its managing general partner

                                 By:
                                 Name:
                                 Title:

                                 75-2535118
                                 Borrower's Social Security/Employer ID Number


<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE CORPORATION, WITHOUT RECOURSE, AS
OF THIS 25th DAY OF OCTOBER, 1999.

GMAC COMMERCIAL MORTGAGE CORPORATION, a
   California corporation

By:
   Donald W. Marshall
   Vice President

<PAGE>

                                   SCHEDULE A
                               PREPAYMENT PREMIUM

      Any prepayment  premium  payable under  Paragraph 10 of this Note shall be
computed as follows:

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

(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 the 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 any other case, the date on which Lender  accelerates the
unpaid principal balance of the Note.

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


<PAGE>


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

                                    [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

(b) If the  prepayment  is made after the  expiration  of the Yield  Maintenance
Period but more than 180 days before the Maturity Date,  the prepayment  premium
shall be 1.0% of the unpaid principal balance of this Note.


<PAGE>

                                   SCHEDULE B

                        MODIFICATIONS TO MULTIFAMILY NOTE

1. The following paragraph is added to Paragraph 7 of the Note ("Late Charges"):

Notwithstanding  any  contrary  provision  contained  in this  Note,  if any sum
payable under this Note is not paid within three (3) days from the date on which
it is due or the earliest time permitted under applicable law for a late payment
charge to accrue,  Borrower  shall pay to Lender upon demand an amount  equal to
the lesser of (a) five percent (5%) of such unpaid sum or (b) the maximum amount
permitted  by  applicable  law in order  to  defray a  portion  of the  expenses
incurred by Lender in handling and  processing  such  delinquent  payment and to
compensate Lender for the loss of the use of such delinquent payment. If the day
when any  payment  required  under  this Note is due is not a  Business  Day (as
defined in  Paragraph 10 of the Note),  then  payment  shall be due on the first
Business Day thereafter.

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

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

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

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