FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                                SECTION 13 OR 15(d)

                                   Form 10-KSB

[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, 2001

[ ]   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 0-13261

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

      South Carolina                                             57-0755618
(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)

                                 (864) 239-1000
                            Issuer's telephone number

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

                                      None

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

                            Limited Partnership Units
                                (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 of 1934 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. [X]

State issuer's revenues for its most recent fiscal year.  $9,289,000

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, 2001. 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

Shelter  Properties VI (the  "Partnership" or  "Registrant")  was organized as a
limited  partnership  under the laws of the State of South Carolina on August 3,
1983.  The general  partner  responsible  for  management  of the  Partnership's
business is Shelter Realty VI  Corporation,  a South Carolina  corporation  (the
"Corporate General  Partner").  The Corporate General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). The other general partner
is AIMCO  Properties,  L.P., an affiliate of the Corporate  General  Partner and
AIMCO.

The  Registrant  is  engaged in the  business  of  operating  and  holding  real
properties for investment.  In 1984 and 1985 during its acquisition  phase,  the
Registrant  acquired  eight  existing  apartment   properties.   The  Registrant
continues to own and operate five of these properties.  See "Item 2. Description
of Properties".  The Partnership  Agreement  provides that the Partnership is to
terminate on December 31, 2023, unless terminated prior to such date.

Commencing March 22, 1984, the Registrant  offered up to 34,900 Units of Limited
Partnership Interest (the "Units") at a purchase price of $1,000 per Unit with a
minimum  purchase of 5 Units  ($5,000),  or 2 Units  ($2,000) for an  Individual
Retirement  Account  pursuant  to  a  Registration   Statement  filed  with  the
Securities and Exchange Commission. By means of Supplement No. 4 dated September
28, 1984,  the  Partnership  offered for sale an additional  15,000  Units.  The
Corporate  General  Partner  purchased 100 units as required by the  Partnership
Agreement.

The offering  terminated in October 1984. Upon termination of the offering,  the
Registrant  had accepted  subscriptions  for 42,324  Units,  including 100 Units
purchased by the Corporate  General  Partner,  for an aggregate of  $42,324,000.
Unsold Units  (numbering  7,676) were  deregistered  pursuant to Post  Effective
Amendment No. 1 to Registration  Statement No. 2-93285 filed with the Securities
and  Exchange   Commission  on  November  13,  1984.  The  Registrant   invested
approximately   $30,300,000  of  such  proceeds  in  eight  existing   apartment
properties. Since its initial offering, the Registrant has not received, nor are
limited partners required to make, additional capital contributions.

The Registrant  has no employees.  Management  and  administrative  services are
performed  by the  Corporate  General  Partner  and by  agents  retained  by the
Corporate General Partner. The property management services are performed at the
Partnership's properties by affiliates of the Corporate General Partner.

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

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand of similar  properties  resulting  from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability 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 "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Properties

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

<TABLE>
<CAPTION>

                                 Date of
Property                         Purchase      Type of Ownership            Use

Rocky Creek Apartments           06/29/84     Fee ownership subject      Apartment
<S>                                                                      <C>
  Augusta, Georgia                            to first and second        120 units
                                              mortgages

Carriage House Apartments        06/29/84     Fee ownership subject      Apartment
  Gastonia, North Carolina                    to first and second        102 units
                                              mortgages

Nottingham Square Apartments     08/31/84     Fee ownership subject      Apartment
  Des Moines, Iowa                            to first and second        442 units
                                              mortgages

River Reach Apartments           01/30/85     Fee ownership subject      Apartment
  Jacksonville, Florida                       to first and second        298 units
                                              mortgages

Village Garden Apartments        03/01/85     Fee ownership subject      Apartment
  Fort Collins, Colorado                      to first mortgage          141 units
</TABLE>



Schedule of Properties

Set forth below for each of the  Registrant's  properties 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)

Rocky Creek
<S>                   <C>         <C>          <C>                       <C>
  Apartments          $ 4,838     $ 2,717      5-35 yrs       SL         $   646

Carriage House
  Apartments            4,299       2,777      5-27 yrs       SL             589

Nottingham Square
  Apartments           15,794       9,484      5-29 yrs       SL           3,314

River Reach
  Apartments           16,054       8,806      5-27 yrs       SL           3,995

Village Garden
  Apartments            4,725       2,548      5-30 yrs       SL           1,269
                       ------      ------                                 ------

                      $45,710     $26,332                                $ 9,813
                       ======      ======                                 ======
</TABLE>

See  "Note A" to  financial  statements  in "Item  7" for a  description  of the
Partnership's depreciation policy.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.

<TABLE>
<CAPTION>

                        Principal                                          Principal
                       Balance At                                           Balance
                      December 31,    Interest     Period     Maturity      Due At
Property                  2001          Rate     Amortized      Date      Maturity(2)
--------                  ----          ----     ---------      ----      -----------
                     (in thousands)                                     (in thousands)

Rocky Creek
   Apartments
<S>                     <C>            <C>          <C>       <C>   <C>    <C>
  1st mortgage          $ 1,813        7.60%        (1)       11/15/02     $ 1,737
   2nd mortgage              74        7.60%        (1)       11/15/02          74

Carriage House
   Apartments
  1st mortgage            1,672        7.60%        (1)       11/15/02       1,601
  2nd mortgage               68        7.60%        (1)       11/15/02          68

Nottingham Square
   Apartments
  1st mortgage            6,544        7.60%        (1)       11/15/02       6,268
  2nd mortgage              268        7.60%        (1)       11/15/02         268

River Reach
   Apartments
  1st mortgage            6,150        7.60%        (1)       11/15/02       5,890
  2nd mortgage              252        7.60%        (1)       11/15/02         252

Village Garden
   Apartments
  1st mortgage            4,422        7.22%      20 years    01/01/21          --
                         ------                                             ------
                         21,263                                            $16,158
                                                                            ======
Less unamortized
  discount                 (187)
                         ------

                        $21,076
</TABLE>

     (1)  The  principal  balance  is being  amortized  over 257  months  with a
          balloon payment due November 15, 2002.

     (2)  See  "Item 7.  Financial  Statements  - Note B" for  information  with
          respect to the  Partnership's  ability to prepay these loans and other
          specific details about the loans.

Rental Rates and Occupancy

Average  annual rental rates and occupancy for the years ended December 31, 2001
and 2000 for each property:

<TABLE>
<CAPTION>


                                 Average Annual
                                  Rental Rates                  Average Annual
                                   (per unit)                     Occupancy
                               Twelve Months Ended           Twelve Months Ended
                           December 31,   December 31,   December 31,   December 31,
                               2001           2000           2001           2000
                               ----           ----           ----           ----

<S>                          <C>            <C>              <C>             <C> <C>
Rocky Creek Apartments       $7,233         $7,221           95%             92% (1)
Carriage House
 Apartments                   7,971          7,949           89%             94% (2)
Nottingham Square
  Apartments                  7,629          7,332           95%             96%
River Reach Apartments        9,269          8,988           96%             96%
Village Garden
 Apartments                   8,682          8,423           96%             97%

</TABLE>

   (1)      The  increase  in average  occupancy  at Rocky Creek  Apartments  is
            attributable to a more aggressive marketing campaign.

   (2)      The decrease in average  occupancy at Carriage  House  Apartments is
            due to a slow down in the economy in the market area.

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

Schedule of Real Estate Taxes and Rates

Real estate taxes and rates in 2001 for each property were as follows:

                                     2001              2001
                                    Billing            Rate
                                    -------            ----
                                (in thousands)

Rocky Creek Apartments              $ 27                2.79%
Carriage House Apartments             44                1.41%
Nottingham Square Apartments         462                3.30%
River Reach Apartments               206                1.90%
Village Garden Apartments             56                8.90%

Capital Improvements

Rocky Creek Apartments

During the year ended December 31, 2001, the Partnership expended  approximately
$86,000 for capital  improvements at Rocky Creek Apartments primarily consisting
of floor  covering,  appliance  replacements,  and  plumbing  enhancements.  The
improvements  were funded from operating cash flow. 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
approximately $36,000. Additional improvements may be considered and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Carriage House Apartments

During the year ended December 31, 2001, the Partnership expended  approximately
$155,000  for  capital  improvements  at  Carriage  House  Apartments  primarily
consisting  of floor  covering  replacements,  wall covering  replacements,  air
conditioning  and  plumbing   improvements,   and  interior  decoration.   These
improvements were funded from operating cash flow and replacement 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  approximately  $31,000.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Nottingham Square Apartments

During the year ended December 31, 2001, the Partnership expended  approximately
$311,000 for capital  improvements  at Nottingham  Square  Apartments  primarily
consisting  of floor  covering  and  appliance  replacements,  air  conditioning
improvements,  and other building  improvements.  These improvements were funded
from operating cash flow.  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  approximately  $133,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.


River Reach Apartments

During the year ended December 31, 2001, the Partnership expended  approximately
$846,000 for capital improvements at River Reach Apartments primarily consisting
of  floor  covering  and  appliance  replacements,   interior  decoration,  roof
replacement,   major   landscaping,   and  air   conditioning   and   structural
improvements.  These  improvements  were  funded  from  operating  cash flow and
replacement  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 approximately $89,000. Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Village Garden Apartments

During the year ended December 31, 2001, the Partnership expended  approximately
$139,000  for  capital  improvements  at  Village  Garden  Apartments  primarily
consisting  of floor  covering and appliance  replacements  and parking area and
water heater upgrades.  These  improvements were funded from operating cash flow
and replacement  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 approximately $42,000. Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

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

Item 3.     Legal Proceedings

In March 1998, several putative  unitholders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.

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

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

Item 4.     Submission of Matters to a Vote of Partners
            -------------------------------------------

During the quarter ended December 31, 2001, no matter was submitted to a vote of
unitholders 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 42,324
limited partnership units (the "Units") aggregating $42,324,000 inclusive of 100
units  purchased by the Corporate  General  Partner.  At December 31, 2001,  the
Partnership  had 1,641  holders of record  owning an aggregate of 42,324  Units.
Affiliates  of the  Corporate  General  Partner  owned 26,787 units or 63.29% at
December 31, 2001. 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 made by the Partnership for the
years ended December 31, 2001 and 2000.  (See "Item 6.  Management's  Discussion
and Analysis or Plan of Operation" for further details).

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

       01/01/00 - 12/31/00            $11,086  (1)            $261.41

       01/01/01 - 12/31/01              3,236  (2)              75.99

(1)   Consists  of  approximately  $2,200,000  of cash  from  operations  to all
      partners,  approximately  $1,886,000  of cash from  refinance  proceeds of
      Village  Garden  Apartments  to the  limited  partners  and  approximately
      $7,000,000 of cash from sale proceeds of  Foxfire/Barcelona to the limited
      partners.

(2)   Consists  of  approximately  $1,999,000  of cash  from  operations  to all
      partners and  approximately  $1,237,000  of  additional  sale  proceeds of
      Foxfire/Barcelona paid to the limited partners.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient  funds from operations
after required capital  expenditures to permit any distributions to its partners
in 2002 or subsequent periods.  In addition,  the Partnership is restricted from
making  distributions  if the  amount  in the  reserve  account  for  all of the
properties,  except Village  Garden,  maintained by the mortgage  lender is less
than  $400  per  apartment  unit at such  property.  The  reserve  accounts  are
currently  fully  funded.  See  "Item 2.  Description  of  Properties  - Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 26,787 limited partnership units in
the Partnership  representing  63.29% of the  outstanding  Units at December 31,
2001. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  63.29% of the  outstanding  Units,  AIMCO is in a
position to control all voting  decisions with respect to the  Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Corporate General Partner because of its
affiliation with the Corporate 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 operations. Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

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

Results of Operations

The  Partnership's  net income for the year ended  December  31,  2001,  totaled
approximately  $890,000  compared to net income of approximately  $8,211,000 for
the year ended  December 31, 2000. The decrease in net income for the year ended
December 31, 2001 is primarily due to the sale of  Foxfire/Barcelona  Apartments
during November 2000.

On November 14, 2000, the Partnership  sold  Foxfire/Barcelona  Apartments to an
unaffiliated  third party for  $14,150,000.  After  payment of closing  costs of
approximately  $226,000  the  net  proceeds  received  by the  Partnership  were
approximately  $13,924,000.  The  Partnership  used a portion of the proceeds to
repay the mortgages  encumbering the property of approximately  $5,166,000.  The
sale of the property resulted in a gain on the sale during the fourth quarter of
2000 of approximately  $8,067,000 and a loss on early  extinguishment of debt of
approximately  $300,000  consisting of a prepayment penalty and the write-off of
unamortized loan costs and mortgage discount.

Excluding the impact of the sale and operations of Foxfire/Barcelona, net income
increased  approximately $542,000 for the year ended December 31, 2001, compared
to the  corresponding  period in 2000.  The increase in net income was due to an
increase in total revenues, a decrease in total expenses, and the recognition of
a loss on early extinguishment of debt in 2000 related to the refinancing of the
mortgage notes payable  encumbering Village Garden Apartments (see discussion in
"Liquidity  and  Capital   Resources").   The  increase  in  total  revenues  is
attributable to an increase in rental and other income.  Rental income increased
primarily  as a result of  increases  in the average  rental rates at all of the
Partnership's properties and an increase in occupancy at Rocky Creek Apartments.
The increase in other income is due to increase in utility  reimbursements being
charged at the investment properties,  slightly offset by a decrease in interest
income as a result of lower average cash balances in interest bearing accounts.

The   decrease  in  total   expenses  is  due  to  a  decrease  in  general  and
administrative  expenses  partially  offset  by an  increase  in  operating  and
interest expenses. Operating expense increased due to increases in insurance and
property  expenses  partially  offset  by a  decrease  in  maintenance  expense.
Insurance expenses increased  primarily due to an increase in insurance premiums
at all of the investment properties. Property expense increased primarily due to
an  increase in salaries  and related  expenses  and the cost of natural gas and
sewer at  Nottingham  Square.  The decrease in  maintenance  expense is due to a
decrease  in  contract  labor used for  cleaning,  yard and ground care and snow
removal,  especially at Nottingham Square Apartments and River Reach Apartments.
The  increase  in  interest  expense  was  primarily  due to  the  Partnership's
refinancing  of  Village  Garden  Apartments  mortgage  note  in  December  2000
resulting in a higher debt balance in 2001.

General and  administrative  expenses  decreased for the year ended December 31,
2001 due to a decrease in professional expenses necessary for the administration
of  the  Partnership.  Included  in  general  and  administrative  expenses  are
management  reimbursements  to the Corporate  General  Partner allowed under the
Partnership Agreement.  Also included in general and administrative  expenses at
both  December 31, 2001 and 2000,  are costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit and appraisals required by the Partnership Agreement.

Liquidity and Capital Resources

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $565,000  compared to  approximately  $2,780,000  at December 31,
2000. The decrease in cash and cash equivalents of  approximately  $2,215,000 is
due to  approximately  $4,112,000  and  $1,490,000  of cash  used  in  financing
activities and investing activities, respectively, which was partially offset by
approximately $3,387,000 of cash provided by operating activities.  Cash used in
financing activities consisted of distributions to partners,  principal payments
made on the mortgages  encumbering the  Partnership's  properties and payment of
additional  loan costs in connection  with the December 2000  refinancing of the
Village Garden Apartments mortgage.  Cash used in investing activities consisted
of property  improvements and  replacements  partially offset by net withdrawals
from  restricted  escrows and proceeds  from the sale of land.  The  Partnership
invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  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 minimum amount to be
budgeted by the  Partnership  is  expected to be $300 per unit or  approximately
$331,000.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  each  property  as  well as  replacement  reserves  and
anticipated  cash flow  generated  by each  property.  To the  extent  that such
budgeted capital improvements are completed, the Registrant's distributable cash
flow, if any, may be adversely affected at least in the short term.

On December 15,  2000,  the  Partnership  refinanced  the  mortgage  encumbering
Village Garden  Apartments.  The refinancing  replaced mortgage  indebtedness of
approximately  $2,325,000  with a new mortgage of  $4,518,000.  The mortgage was
refinanced at a rate of 7.22%  compared to the prior rate of 7.60%.  Payments of
principal  and  interest are due each month until the loan matures on January 1,
2021, at which time the loan is expected to be fully amortized. Capitalized loan
costs  incurred for the  refinancing  were  approximately  $120,000.  Prepayment
penalties of  approximately  $83,000 and the write-off of unamortized loan costs
and mortgage discount of approximately $69,000 resulted in an extraordinary loss
on early extinguishment of debt of approximately $152,000.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness,  exclusive  of the Village  Garden's  mortgage,  of  approximately
$16,654,000, net of discount, has a maturity date of November 2002 at which time
balloon  payments  totaling  $16,158,000 are due. The Corporate  General Partner
will attempt to refinance such indebtedness  and/or sell the properties prior to
such  maturity  date.  If the  properties  cannot  be  refinanced  or sold for a
sufficient  amount,  the  Registrant  will risk losing such  properties  through
foreclosure. During the year ended December 31, 2001, the Partnership recognized
approximately $7,962,000 in total revenues and approximately $7,623,000 in total
expense at the investment  properties  which have balloon  payments due in 2002.
Loss of such  properties  through  foreclosure  would  represent  a  substantial
portion of the Partnership's operations.

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $1,999,000  (approximately  $1,979,000  to the
limited partners or $46.76 per limited partnership unit) of cash from operations
and  approximately  $1,237,000  ($29.23  per  limited  partnership  unit) to the
limited  partners from the sale proceeds of  Foxfire/Barcelona  Apartments which
sold in November 2000.  During the year ended December 31, 2000, the Partnership
declared and paid  distributions  of  approximately  $11,086,000  (approximately
$11,064,000  to the limited  partners or $261.41 per limited  partnership  unit)
were  paid  to  the  partners.  The  distributions  consisted  of  approximately
$2,200,000  (approximately  $2,178,000  to the  limited  partners  or $51.46 per
limited partnership unit) from operations,  approximately $1,886,000 ($44.56 per
limited  partnership unit) of cash from the refinance proceeds of Village Garden
to the  limited  partners  and  approximately  $7,000,000  ($165.39  per limited
partnership unit) of cash from the sale proceeds of Foxfire/Barcelona all to the
limited partners. In addition, a cash distribution of approximately $428,000 was
paid to the partners  relating to a payable 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  debt  maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis.  There can be no assurance that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital  expenditures  to permit any  distributions  to its  partners in 2002 or
subsequent  periods.  In addition,  the  Partnership  is restricted  from making
distributions  if the amount in the reserve account for each property  exclusive
of  Village  Garden  maintained  by the  mortgage  lender  is less than $400 per
apartment unit at such property.  As of December 31, 2001, the  Partnership  has
met the minimum reserve requirement.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 26,787 limited  partnership  units
(the "Units") in the Partnership representing 63.29% of the outstanding Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates  will  acquire  additional  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of  matters,  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Corporate  General  Partner.  As a result  of its  ownership  of  63.29%  of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the  Units  it  acquired  in a  manner  favorable  to the  interest  of the
Corporate  General Partner because of its affiliation with the Corporate General
Partner.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
provides  accounting  guidance for  financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years  beginning
after December 15, 2001. The Corporate  General Partner does not anticipate that
its adoption will have a material effect on the financial position or results of
operations of the Partnership.


Item 7.     Financial Statements


SHELTER PROPERTIES VI

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 2001

      Statements of Operations - Years ended December 31, 2001 and 2000

      Statements  of  Changes  in  Partners'  (Deficit)  Capital  - Years  ended
      December 31, 2001 and 2000

      Statements of Cash Flows - Years ended December 31, 2001 and 2000

      Notes to Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Shelter Properties VI


We have audited the  accompanying  balance sheet of Shelter  Properties VI as of
December  31,  2001,  and the  related  statements  of  operations,  changes  in
partners'  (deficit)  capital,  and cash  flows for each of the two years in the
period  ended   December  31,  2001.   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  financial  position of Shelter  Properties  VI at
December 31, 2001, and the results of its operations and its cash flows for each
of the two years in the period  ended  December  31, 2001,  in  conformity  with
accounting principles generally accepted in the United States.



                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 15, 2002


<PAGE>





                              SHELTER PROPERTIES VI

                                  BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                             <C>          <C>
   Cash and cash equivalents                                                 $   565
   Receivables and deposits                                                      172
   Restricted escrows                                                            912
   Other assets                                                                  247
   Investment properties (Notes B and F):
      Land                                                    $  3,745
      Buildings and related personal property                   41,965
                                                                ------
                                                                45,710
      Less accumulated depreciation                            (26,332)       19,378
                                                                ------        ------
                                                                            $ 21,274

Liabilities and Partners' Deficit

Liabilities
   Accounts payable                                                          $   286
   Tenant security deposit liabilities                                           156
   Accrued property taxes                                                        572
   Other liabilities                                                             392
   Due to Affiliates (Note E)                                                    142
   Mortgage notes payable (Note B)                                            21,076

Partners' Deficit
   General partners                                            $ (257)
   Limited partners (42,324 units issued and
      outstanding)                                              (1,093)       (1,350)
                                                                ------        ------
                                                                            $ 21,274


                 See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                              SHELTER PROPERTIES VI

                            STATEMENTS OF OPERATIONS
                        (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                                            Twelve Months Ended
                                                        December 31,  December 31,
                                                            2001          2000
                                                            ----          ----

 Revenues:
<S>                                                       <C>            <C>
   Rental income                                          $  8,359       $ 10,213
   Other income                                                930            836
   Gain on sale of investment property (Note G)                 --          8,067
                                                           -------        -------
      Total revenues                                         9,289         19,116
                                                           -------        -------

Expenses:
   Operating                                                 3,440          4,419
   General and administrative                                  446            523
   Depreciation                                              1,783          2,282
   Interest                                                  1,924          2,244
   Property taxes                                              806            985
                                                           -------        -------
      Total expenses                                         8,399         10,453
                                                           -------        -------

Income before extraordinary item                               890          8,663
Extraordinary loss on early extinguishment
 of debt (Notes B and G)                                        --           (452)
                                                           -------        -------

Net income                                                $    890       $  8,211
                                                           =======        =======

Net income allocated to general
   partners (1%)                                          $      9       $     82
Net income allocated to limited
   partners (99%)                                              881          8,129
                                                           -------        -------
                                                          $    890       $  8,211
                                                           =======        =======

Per limited partnership unit:
  Income before extraordinary item                        $  20.82       $ 202.64
  Extraordinary loss on early extinguishment of debt            --         (10.57)
                                                           -------        -------
                                                          $  20.82       $ 192.07
                                                           =======        =======

Distributions per limited partnership                     $  75.99       $ 261.41
                                                           =======        =======


                 See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                              SHELTER PROPERTIES VI

                STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

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

Partners' (deficit) capital
   at December 31, 1999                  42,324      $  (306)    $  4,177   $  3,871

Distributions to partners                    --          (22)     (11,064)   (11,086)

Net income for the year ended
   December 31, 2000                         --           82        8,129      8,211
                                         ------       ------       ------     ------

Partners' (deficit) capital at
   December 31, 2000                     42,324         (246)       1,242        996

Distributions to partners                    --          (20)      (3,216)    (3,236)

Net income for the year
   ended December 31, 2001                   --            9          881        890
                                         ------       ------       ------     ------

Partners' deficit at
   December 31, 2001                     42,324      $  (257)    $ (1,093)  $ (1,350)
                                         ======       ======       ======     ======


                 See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                              SHELTER PROPERTIES VI

                            STATEMENTS OF CASH FLOWS
                                   (in thousands)

<TABLE>
<CAPTION>

                                                              Twelve Months Ended
                                                         December 31,    December 31,
                                                             2001            2000
                                                             ----            ----
Cash flows from operating activities:
<S>                                                        <C>            <C>
 Net income                                                $    890       $  8,211
 Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                               1,783          2,282
   Amortization of discounts and loan costs                     276            343
   Gain on sale of investment property                           --         (8,067)
   Extraordinary loss on early extinguishment
     of debt                                                     --            452
   Change in accounts:
     Receivables and deposits                                   499             (9)
     Other assets                                                (5)            23
     Accounts payable                                           (13)           (50)
     Tenant security deposit liabilities                         (9)           (50)
     Accrued taxes                                               18           (101)
     Due to Affiliates                                           --            142
     Other liabilities                                          (52)          (149)
                                                            -------        -------
       Net cash provided by operating activities              3,387          3,027
                                                            -------        -------
 Cash flows from investing activities:
   Property improvements and replacements                    (1,663)          (935)
   Net withdrawals from (deposits to) restricted
     escrows                                                    159           (305)
   Proceeds from sale of land                                    14             --
   Proceeds from the sale of investment property                 --         13,924
                                                            -------        -------
       Net cash (used in) provided by investing
         activities                                          (1,490)        12,684
                                                            -------        -------
 Cash flows from financing activities:
   Payments on mortgage notes payable                          (864)          (986)
   Repayment of mortgage notes payable                           --         (7,491)
   Proceeds from refinancing                                     --          4,518
   Debt extinguishment costs                                     --           (251)
   Loan costs paid                                              (12)          (108)
   Distributions to partners                                 (3,236)       (11,514)
                                                            -------        -------
       Net cash used in financing activities                 (4,112)       (15,832)
                                                            -------        -------
Net decrease in cash and cash equivalents                    (2,215)          (121)
Cash and cash equivalents at beginning of the year            2,780          2,901
                                                            -------        -------
Cash and cash equivalents at end of the year               $    565       $  2,780
                                                            =======        =======
Supplemental disclosure of cash flow information:
  Cash paid for interest                                   $  1,605       $  1,927
                                                            =======        =======
Supplemental disclosure of non-cash activity:
Property improvements and replacements included in
  accounts payable                                         $    139       $    265
                                                            =======        =======

A distribution of approximately $428,000 was paid during the year ended December
31, 2000 which had been declared and accrued as of December 31, 1999.

                 See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>



                              SHELTER PROPERTIES VI

                          Note to Financial Statements

                                December 31, 2001


Note A - Organization and Significant Accounting Policies

Organization:  Shelter  Properties VI (the  "Partnership" or  "Registrant")  was
organized as a limited partnership under the laws of the State of South Carolina
on August 3,  1983.  The  general  partner  responsible  for  management  of the
Partnership's  business  is  Shelter  Realty VI  Corporation,  a South  Carolina
corporation (the "Corporate General Partner").  The Corporate General Partner is
a subsidiary of Apartment Investment and Management Company ("AIMCO"). The other
general partner is AIMCO Properties, L.P., an affiliate of the Corporate General
Partner and AIMCO.  The directors and officers of the Corporate  General Partner
also serve as executive  officers of AIMCO. The Partnership  Agreement  provides
that the  Partnership  is to terminate  on December  31, 2023 unless  terminated
prior to such date. The Partnership  commenced  operations on June 29, 1984, and
completed  its  acquisition  of  apartment  properties  on March 28,  1985.  The
Partnership  operates  five  apartment  properties  located  in  Georgia,  North
Carolina, Iowa, Florida and Colorado.

Uses of Estimates:  The  preparation of financial  statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  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.

Allocation of Cash  Distributions:  Cash  distributions  by the  Partnership are
allocated between general and limited partners in accordance with the provisions
of the Partnership  Agreement.  The Partnership Agreement provides that net cash
from operations  means revenue received less operating  expenses paid,  adjusted
for certain  specified items which primarily  include mortgage payments on debt,
property improvements and replacements not previously reserved,  and the effects
of  other  adjustments  to  reserves.   In  the  following  notes  to  financial
statements,  whenever  "net cash  provided by  operations"  is used,  it has the
aforementioned meaning. As required by the Partnership Agreement,  the following
is a  reconciliation  of "Net cash  provided  by  operating  activities"  in the
accompanying  statement of cash flows to "Net cash from operations",  as defined
in the Partnership Agreement.  However, "Net cash from operations" should not be
considered  an  alternative  to net income as an indicator of the  Partnership's
operating performance or to cash flows as a measure of liquidity.


                                                      Twelve Months Ended
                                                 December 31,     December 31,
                                                     2001             2000
                                                     ----             ----

                                                         (in thousands)
Net cash provided by operating
   activities                                       $ 3,387          $ 3,027
  Payments on mortgage notes payable                   (864)            (986)
  Property improvements and replacements             (1,663)            (935)
  Change in restricted escrows, net                     159             (305)
  Changes in reserves for net
     operating liabilities                             (438)             194
  (Additional) release of operating
    reserves                                           (581)             310
                                                     ------           ------

     Net cash provided by operations                $    --          $ 1,305
                                                     ======           ======

The Corporate  General Partner reserved  approximately  $581,000 during the year
ended  December 31, 2001.  During the twelve months ended December 31, 2000, the
Corporate  General Partner released  previously  reserved funds of approximately
$310,000.

The Partnership  Agreement  provides that 99% of  distributions of net cash from
operations  are  allocated to the limited  partners  until they receive net cash
from  operations  for such  fiscal  year equal to 7% of their  adjusted  capital
values (as  defined in the  Partnership  Agreement),  at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners  for such fiscal  year.  Thereafter,  the general  partners  will be
allocated 10% of any  distributions  of remaining net cash from  operations  for
such fiscal year.

All  distributions of distributable  net proceeds (as defined in the Partnership
Agreement) from property  dispositions and refinancings will be allocated to the
limited  partners  until each limited  partner has received an amount equal to a
cumulative 7% per annum of the average of the limited partners' adjusted capital
value,   less  any  prior   distributions   of  net  cash  from  operations  and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1% of
the selling price of properties sold where they acted as a broker,  and then the
limited  partners  will  be  allocated  85% of any  remaining  distributions  of
distributable net proceeds and the general partners will receive 15%.

Distributions  may be  restricted  by the  requirement  to deposit net operating
income (as  defined in the  mortgage  note) into the Reserve  Account  until the
Reserve  Account is funded in an amount equal to a minimum of $400 and a maximum
of $1,000 per apartment unit for each respective  property  exclusive of Village
Garden for a total of  approximately  $385,000 to  $962,000.  As of December 31,
2001,  the  Partnership  has deposits of  approximately  $892,000 in its Reserve
Account.

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.

For any fiscal  year,  to the extent  that  profits,  not  including  gains from
property dispositions,  do not exceed distributions of net cash from operations,
such  profits are  allocated  in the same manner as such  distributions.  In any
fiscal year in which profits,  not including  gains from property  dispositions,
exceed  distributions of net cash from  operations,  such excess is treated on a
cumulative  basis  as if it  constituted  an  equivalent  of  distributable  net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.

Any gain from property  dispositions  attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property  over  the  Partnership's  adjusted  basis  in the  property  shall  be
allocated to each partner  having a negative  capital  account  balance,  to the
extent of such negative  balance.  The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent  amount of distributable net
proceeds  and shall be  allocated  to the  general  partners  to the extent that
general  partners would have received  distributable  net proceeds in connection
therewith; the balance shall be allocated to the limited partners.  However, the
interest  of the general  partners  will be equal to at least 1% of each gain at
all times during the existence of the Partnership.

All  losses,  including  losses  attributable  to  property  dispositions,   are
allocated  99%  to  the  limited  partners  and  1%  to  the  general  partners.
Accordingly,  net income as shown in the statements of operations and changes in
partners'  (deficit) capital for all periods presented were allocated 99% to the
limited  partners  and  1% to the  general  partners.  Net  income  per  limited
partnership  unit for each such period was computed as 99% of net income divided
by 42,324 units outstanding.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash  balances  include  approximately  $510,000 at
December 31, 2001 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Restricted Escrows: In relation to the mortgages at all of the properties except
Village  Garden  Apartments,  the mortgage  lenders have required a "Replacement
Reserve" for certain capital improvements. These funds were established to cover
necessary repairs and replacements of existing  improvements,  debt service, out
of pocket expenses incurred for ordinary and necessary administrative tasks, and
payment of real  property  taxes and  insurance  premiums.  The  Partnership  is
required to deposit net operating  income (as defined in the mortgage note) from
each property to the  respective  reserve  account until the accounts  equal the
minimum balance of $400 for each respective property.  At December 31, 2001, the
balance was  approximately  $892,000.  With the  December  2000  refinancing  of
Village  Garden  Apartments,  the  previous  reserve  requirement  of  $400  per
apartment unit was released and the balance in these  accounts of  approximately
$125,000  was  returned to the  Partnership  during the year ended  December 31,
2001.

Capital  Reserves:  In connection with the December 2000  refinancing of Village
Garden  Apartments  approximately  $24,000 of the net proceeds  were placed in a
capital reserve account to be used for property improvements as specified in the
loan  agreement.   At  December  31,  2001  the  balance  in  this  account  was
approximately $20,000.

Other  Reserves:  The Corporate  General Partner may also designate a portion of
cash  generated from  operations as other reserves in determining  net cash from
operations.  Per  the  Partnership  Agreement,  the  Corporate  General  Partner
designated as other reserves an amount equal to the net  liabilities  related to
the operations of apartment  properties  during the current fiscal year that are
expected to require the use of cash during the next fiscal year.  The changes in
other reserves for the year ending  December 31, 2001 and 2000 was a decrease of
approximately $438,000 and an increase of approximatley $194,000,  respectively.
These  amounts  were  determined  by  considering  changes  in the  balances  of
receivables  and  deposits,  other assets,  accounts  payable,  tenant  security
deposit liabilities, accrued proeprty taxes and other liabilities. At this time,
the Corporate General Partner expects to continue to adjust other reserves based
on the net change in the aforementioned account balances.

Investment Properties: Investment properties consist of five apartment complexes
and are  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.  The Corporate  General  Partner relies on the
annual appraisals performed by the outside appraisers for the estimated value of
the  Partnership's   properties.   There  are  three  recognized  approaches  or
techniques  available to the appraiser.  When  applicable,  these approaches are
used to process the data  considered  significant  to each to arrive at separate
value  indications.  In all instances the experience of the  appraiser,  coupled
with  his or her  objective  judgment,  plays a major  role in  arriving  at the
conclusions  of the  indicated  value for which the final  estimate  of value is
made.  The three  approaches  commonly  known are the cost  approach,  the sales
comparison  approach,  and the income  approach.  The cost approach is often not
considered  to be  reliable  due to the lack of land  sales and the  significant
amount of depreciation and, therefore,  is often not presented.  Upon receipt of
the  appraisals,  any property  which is stated on the books of the  Partnership
above  the  estimated  value  given in the  appraisal,  is  written  down to the
estimated  value given by the  appraiser.  The  appraiser  assumes a  stabilized
occupancy at the time of the appraisal and,  therefore,  any impairment of value
is considered to be permanent by the Corporate  General Partner.  No adjustments
for  impairment of value were  recorded in the years ended  December 31, 2001 or
2000. See "Recent Accounting Pronouncements" below.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 18 years for additions  acquired  before May 9, 1985,  and 19
years for additions  after May 8, 1985,  and before 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  additions over 27.5 years and (2) personal  property  additions over 7
years.

Loan Costs: Loan costs of approximately $784,000, less accumulated  amortization
of approximately  $607,000, are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

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.

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 Corporate  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.

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 established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.  The Corporate General Partner believes that segment-based  disclosures
will not result in a more meaningful  presentation than the financial statements
as currently presented.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising expense,  included in operating expense, was approximately  $129,000
and $156,000 for the years ended December 31, 2001 and 2000, respectively.

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  amounts of its  financial  instruments  (except for long term
debt)  approximate  their fair  values 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 at an estimated borrowing rate currently
available to the Partnership, approximates its carrying balance.

Reclassifications:   Certain  reclassifications  have  been  made  to  the  2000
information to conform to the 2001 presentation.  These reclassifications had no
impact on net income or partners' capital as previously reported.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
provides  accounting  guidance for  financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years  beginning
after December 15, 2001. The Corporate  General Partner does not anticipate that
its adoption will have a material effect on the financial position or results of
operations of the Partnership.

Note B - Mortgage Notes Payable

<TABLE>
<CAPTION>

                                Principal     Monthly                           Principal
                               Balance At     Payment     Stated                 Balance
                              December 31,   Including   Interest  Maturity      Due At
Property                          2001        Interest     Rate      Date       Maturity
--------                          ----        --------     ----      ----       --------
                                   (in thousands)                            (in thousands)
Rocky Creek Apartments
<S>                             <C>           <C>         <C>      <C>   <C>     <C>
 1st mortgage                   $ 1,813       $ 19        7.60%    11/15/02      $ 1,737
 2nd mortgage                        74          (a)      7.60%    11/15/02           74

Carriage House Apartments
 1st mortgage                     1,672          17       7.60%    11/15/02        1,601
 2nd mortgage                        68          (a)      7.60%    11/15/02           68

Nottingham Square
  Apartments
 1st mortgage                     6,544          68       7.60%    11/15/02        6,268
 2nd mortgage                       268           2       7.60%    11/15/02          268

River Reach Apartments
 1st mortgage                     6,150          64       7.60%    11/15/02        5,890
 2nd mortgage                       252           2       7.60%    11/15/02          252

Village Garden Apartments
 1st mortgage                     4,422          36       7.22%    01/01/21           --
                                 ------        ----                               ------

                                 21,263       $ 208                              $16,158
                                               ====                               ======

Less unamortized discounts         (187)
                                -- ----
Total                           $21,076
                                 ======
</TABLE>

(a)   Monthly payment including interest is less than $1,000.

The  Partnership  exercised  interest  rate  buy-down  options  for  all  of the
properties except Village Garden when the debt was refinanced in 1992,  thereby,
reducing  the stated  rate from 8.76% to 7.60%.  The fee for the  interest  rate
reduction amounted to approximately  $1,535,000 and is being amortized as a loan
discount  using the effective  interest  method over the life of the loans.  The
unamortized  discount fee is  reflected  as a reduction  of the  mortgage  notes
payable and increases the effective rate of the debt to 8.76%. During the fourth
quarter of 2001, the Partnership  increased the amortization expense on the debt
discount by  approximately  $58,000.  The effect on the first,  second and third
interim periods of 2001 was not material.

On December 15,  2000,  the  Partnership  refinanced  the  mortgage  encumbering
Village Garden  Apartments.  The refinancing  replaced mortgage  indebtedness of
approximately  $2,325,000  with a new mortgage of  $4,518,000.  The mortgage was
refinanced at a rate of 7.22%  compared to the prior rate of 7.60%.  Payments of
principal  and  interest are due each month until the loan matures on January 1,
2021, at which time the loan is expected to be fully amortized. Capitalized loan
costs  incurred for the  refinancing  were  approximately  $120,000.  Prepayment
penalties of  approximately  $83,000 and the write-off of unamortized loan costs
and mortgage discount of approximately $69,000 resulted in an extraordinary loss
on early extinguishment of debt of approximately $152,000.

The mortgage  notes  payable are  non-recourse  and are secured by pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment  properties.  The notes are subject to prepayment  penalties if repaid
prior to maturity.  Further,  the properties may not be sold subject to existing
indebtedness.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2001 are as follows (in thousands):

                                     2002      $16,953
                                     2003          120
                                     2004          129
                                     2005          139
                                     2006          149
                                  Thereafter     3,773
                                                ------
                                               $21,263

Note C - Distributions

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $1,999,000  (approximately  $1,979,000  to the
limited partners or $46.76 per limited partnership unit) of cash from operations
and  approximately  $1,237,000  ($29.23  per  limited  partnership  unit) to the
limited  partners from the sale of  Foxfire/Barcelona  Apartments  which sold in
November 2000. During the year ended December 31, 2000, the Partnership declared
and paid distributions of approximately $11,086,000  (approximately  $11,064,000
to the limited  partners or $261.41 per limited  partnership  unit) were paid to
the  partners.   The   distributions   consisted  of  approximately   $2,200,000
(approximately  $2,178,000  to  the  limited  partners  or  $51.46  per  limited
partnership unit) from operations,  approximately $1,886,000 ($44.56 per limited
partnership  unit) of cash from the refinance  proceeds of Village Garden to the
limited partners and approximately  $7,000,000  ($165.39 per limited partnership
unit) of cash from sale proceeds of  Foxfire/Barcelona  to the limited partners.
In  addition  a cash  distribution  of  approximately  $428,000  was paid to the
partners relating to a payable at December 31, 1999.

Note D - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly,  no provision for income taxes is made in the financial  statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

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

                                                   For The Twelve Months Ended
                                                   December 31,   December 31,
                                                       2001           2000
                                                       ----           ----

Net income as reported                                $ 890          $ 8,211
Add (deduct):
     Amortization of present value
       discounts                                          54              --
     Depreciation differences                            (40)             28
     Change in prepaid rental income                      32            (190)
     Other                                                22           2,401
                                                   ----   --      -    -----

Federal taxable income                                $ 958          $10,450
                                                       ====           ======

Federal taxable income per limited
     partnership unit                                $ 22.40         $243.02
                                                      ======          ======

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

            Net liabilities as reported              $ (1,350)
            Land and buildings                            960
            Accumulated depreciation                  (10,525)
            Syndication                                 5,286
            Other                                         249
                                                      -------

            Net liabilities - tax basis              $ (5,380)
                                                      =======


Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.  The following transactions
with the Corporate  General  Partner and/or its affiliates  were incurred during
the years ended December 31, 2001 and 2000:

                                                 Twelve Months Ended
                                            December 31,    December 31,
                                                2001            2000
                                                ----            ----
                                                   (in thousands)
Property management fees (included in
  operating expense)                           $ 501           $ 560
Reimbursement for services of affiliates
  (included in operating, general and
  administrative expenses, and
  investment properties)                         609             348
Fee to Corporate General Partner
  (included in loan costs)                        --              45
Commission to Corporate General Partner
  (included in gain on sale of
  investment property and other
  liabilities)                                    --             142

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts from all of the  Registrant's  properties as compensation for providing
property   management   services.   The  Registrant   paid  to  such  affiliates
approximately $501,000 and $560,000 during the years ended December 31, 2001 and
2000, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $609,000 and
$348,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Corporate  General Partner of approximately  $296,000 and
$16,000  for the years  ended  December  31,  2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year additions to investment  properties and are being
depreciated over 15 years.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Foxfire/Barcelona Village during 2000, the Corporate General Partner is entitled
to a  commission  of up to 1% for its  assistance  in the sale.  Payment of such
commission  is  subordinate  to the limited  partners  receiving a cumulative 7%
return on their  investment.  This return has not yet been met, and accordingly,
the  fee  of  approximately  $142,000  was  accrued  and is  included  in due to
affiliates in the accompanying balance sheet at December 31, 2001.

In connection  with the December 2000  refinancing  of the mortgage  encumbering
Village Garden  Apartments,  the Corporate General Partner was entitled to a fee
of 1% for its assistance in obtaining the financing. Accordingly,  approximately
$45,000  was paid to the  Corporate  General  Partner  in  December  2000 and is
included in other assets.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner.  During the year ended December
31, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $86,000
for insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 26,787 limited  partnership  units
(the "Units") in the Partnership representing 63.29% of the outstanding Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates  will  acquire  additional  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of  matters,  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Corporate  General  Partner.  As a result  of its  ownership  of  63.29%  of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the  Units  it  acquired  in a  manner  favorable  to the  interest  of the
Corporate  General Partner because of its affiliation with the Corporate General
Partner.

Note F - Real Estate and Accumulated Depreciation


                                                Initial Cost
                                               To Partnership
                                               --------------
                                               (in thousands)
                                                      Buildings         Cost
                                                     and Related    Capitalized
                                                       Personal    Subsequent to
       Description          Encumbrances     Land      Property     Acquisition
       -----------          ------------     ----      --------     -----------
                           (in thousands)                         (in thousands)
Rocky Creek Apartments        $ 1,887        $ 168     $ 3,821         $ 849
Carriage House
  Apartments                    1,740           166      3,038          1,095
Nottingham Square
  Apartments                    6,812         1,133      9,980          4,681
River Reach Apartments          6,402         1,872     10,854          3,328
Village Garden
  Apartments                    4,422           420      3,050          1,255
                                -----        ------      -----          -----
Totals                        $21,263       $ 3,759    $30,743        $11,208
                               ======        ======     ======         ======

                               Gross Amount At Which Carried
                                    At December 31, 2001
                                    --------------------
                                       (in thousands)


<TABLE>
<CAPTION>

                                 Buildings
                                    And
                                  Related                      Date of            Depreciable
                                  Personal        Accumulated Construc-   Date      Life-
       Description         Land   Property Total  Depreciation  tion    Acquired    Years
Rocky Creek Apartments
<S>                       <C>     <C>      <C>       <C>         <C>     <C>   <C>    <C>
Augusta, Georgia          $   168 $ 4,670  $4,838    $ 2,717     1979    06/29/84     5-35

Carriage House Apartments
Gastonia, North Carolina      152   4,147   4,299      2,777   1970-1971 06/29/84     5-27

Nottingham Square
Apartments
Des Moines, Iowa            1,133  14,661  15,794      9,484     1972    08/31/84     5-29

River Reach Apartments
Jacksonville, Florida       1,872  14,182  16,054      8,806     1971    01/30/85     5-27

Village Garden Apartments
Fort Collins, Colorado        420   4,305  4,725       2,548     1974    03/01/85     5-30
                           ------  ------   -----      -----

         Totals           $ 3,745 $41,965  $45,710  $26,332
                           ======  ======   ======   ======
</TABLE>

Reconciliation  of "Investment  Properties  and  Accumulated  Depreciation"  (in
thousands):

                                                       Twelve Months Ended
                                                  December 31,   December 31,
                                                      2001           2000
                                                      ----           ----
Investment Properties
Balance at beginning of period                      $44,187       $55,486
    Property improvements                             1,537         1,200
    Property dispositions                               (14)      (12,499)
                                                     ------        ------
Balance at end of period                            $45,710       $44,187
                                                     ======        ======

Accumulated Depreciation

Balance at beginning of period                      $24,549       $29,198
    Additions charged to expense                      1,783         2,282
    Property dispositions                                --        (6,931)
                                                     ------        ------
Balance at end of period                            $26,332       $24,549
                                                     ======        ======

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001 and  December  31,  2000 is  approximately  $46,670,000  and
$45,147,000, respectively. The accumulated depreciation taken for Federal income
tax  purposes  at  December  31, 2001 and  December  31,  2000 is  approximately
$36,857,000 and $35,034,000, respectively.

Note G - Sale of Investment Property

On November 14, 2000, the Partnership  sold  Foxfire/Barcelona  Apartments to an
unaffiliated  third party for  $14,150,000.  After  payment of closing  costs of
approximately  $226,000,  the net  proceeds  received  by the  Partnership  were
approximately  $13,924,000.  The  Partnership  used a portion of the proceeds to
repay the mortgage  encumbering the property of  approximately  $5,166,000.  The
sale of the property resulted in a gain on the sale during the fourth quarter of
2000 of approximately  $8,067,000 and a loss on early  extinguishment of debt of
approximately  $300,000  consisting of a prepayment penalty and the write-off of
unamortized  loan  costs and  mortgage  discount.  Pursuant  to the  Partnership
Agreement and in connection  with the sale,  the  Corporate  General  Partner is
entitled to a commission of up to 1% for its assistance in the sale.  Payment of
such commission is subordinate to the limited partners receiving a cumulative 7%
return on their  investment.  This return has not yet been met and  accordingly,
approximately $142,000 was accrued and unpaid at December 31, 2001.

Note H - Legal Proceedings

In March 1998, several putative  unitholders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.

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

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



Item 8.     Changes in and Disagreements  with  Accountant  on  Accounting  and
            Financial Disclosures

None.


                                    PART III

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

The Registrant has no officers or directors.  The corporate  general  partner is
Shelter Realty VI Corporation ("Corporate General Partner").  The names and ages
of, as well as the position and offices held by, the present executive  officers
and director of the Corporate General Partner are set forth below.  There are no
family relationships between or among any officers or directors.

            Name                  Age    Position

            Patrick J. Foye       44     Executive Vice President and Director

            Martha L. Long        42     Senior Vice President and Controller

Patrick J. Foye has been  Executive Vice President and Director of the Corporate
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 Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  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.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The executive officers and director of the Corporate General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Corporate General Partner. Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive  officers and director of the Corporate General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The executive  officers and director of the Corporate  General Partner  reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited financial statements with accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the Corporate  General Partner discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Corporate  General  Partner has approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2001 for filing  with the  Securities  and  Exchange
Commission.

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$57,000  and  non-audit  services  (principally  tax-related)  of  approximately
$29,000.

Item 10.    Executive Compensation

None of the directors and officers of the Corporate General Partner received any
remuneration from the Registrant.

Item 11.    Security Ownership of Certain Beneficial Owners and Management
            --------------------------------------------------------------

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2001.

Entity                                  Number of Units      Percentage

Cooper River Properties, LLC
 (an affiliate of AIMCO)                      3,364             7.95%
Insignia Properties LP
 (an affiliate of AIMCO)                     11,547            27.28%
AIMCO Properties, L.P.
 (an affiliate of AIMCO)                     11,876            28.06%

Cooper River Properties LLC and Insignia  Properties LP are directly  ultimately
owned by AIMCO.  Their business address is 55 Beattie Place,  Greenville,  South
Carolina 29602.

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

No director or officer of the  Corporate  General  Partner  owns any units.  The
Corporate  General  Partner  owns 100  units  as  required  by the  terms of the
Partnership  Agreement.  AIMCO  Properties,  L.P.,  the other  general  partner,
acquired 310 units during the current  fiscal year  increasing  its ownership to
11,876 or 28.06% of the outstanding units.


Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.  The following transactions
with the Corporate  General  Partner and/or its affiliates  were incurred during
the years ended December 31, 2001 and 2000:

                                                 Twelve Months Ended
                                            December 31,    December 31,
                                                2001            2000
                                                ----            ----
                                                   (in thousands)

Property management fees                       $ 501           $ 560
Reimbursement for services of affiliates         609             348
Fee to Corporate General Partner                  --              45
Commission to Corporate General Partner           --             142

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts from all of the  Registrant's  properties as compensation for providing
property   management   services.   The  Registrant   paid  to  such  affiliates
approximately $501,000 and $560,000 during the years ended December 31, 2001 and
2000, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $609,000 and
$348,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Corporate  General Partner of approximately  $296,000 and
$16,000  for the years  ended  December  31,  2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year additions to investment  properties and are being
depreciated over 15 years.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Foxfire/Barcelona Village during 2000, the Corporate General Partner is entitled
to a  commission  of up to 1% for its  assistance  in the sale.  Payment of such
commission  is  subordinate  to the limited  partners  receiving a cumulative 7%
return on their  investment.  This return has not yet been met, and accordingly,
the  fee  of  approximately  $142,000  was  accrued  and is  included  in due to
affiliates in the accompanying balance sheet at December 31, 2001.

In connection  with the December 2000  refinancing  of the mortgage  encumbering
Village Garden  Apartments,  the Corporate General Partner was entitled to a fee
of 1% for its assistance in obtaining the financing. Accordingly,  approximately
$45,000  was paid to the  Corporate  General  Partner  in  December  2000 and is
included in other assets.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner.  During the year ended December
31, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $86,000
for insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 26,787 limited  partnership  units
(the "Units") in the Partnership representing 63.29% of the outstanding Units at
December  31,  2001.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates  will  acquire  additional  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of  matters,  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Corporate  General  Partner.  As a result  of its  ownership  of  63.29%  of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the  Units  it  acquired  in a  manner  favorable  to the  interest  of the
Corporate  General Partner because of its affiliation with the Corporate General
Partner.


                                     PART IV

Item 13.    Exhibits and Reports on Form 8-K
            --------------------------------

            (a)   Exhibits:

                  None.

            (b)   Reports on Form 8-K filed during the fourth quarter of 2001:

                  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.


                                    SHELTER PROPERTIES VI


                                    By:   Shelter Realty VI Corporation
                                          Corporate General Partner


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


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


                                    Date: March 25, 2002


In  accordance  with the Exchange  Act, 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:March 25, 2002
------------------
Patrick J. Foye         and Director


/s/Martha L. Long       Senior Vice President               Date:March 25, 2002
-----------------
Martha L. Long          and Controller


<PAGE>


                              SHELTER PROPERTIES VI

                                  EXHIBIT INDEX

Exhibit Number    Description of Exhibit


 3                See Exhibit 4(a)

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

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

10(i)             Contracts related to acquisition of properties.

     (a)  Purchase  Agreement  dated  March 19,  1984  between  ICA-Broad  Reach
          Limited  Partnership  and U.S.  Shelter  Corporation  to acquire River
          Village Apartments.*

     (b)  Purchase  Agreement dated March 8, 1984 between Rocky Creek Associates
          Limited  Partnership  and U.S.  Shelter  Corporation  to acquire Rocky
          Creek Apartments.*

     (c)  Purchase  Agreement  dated  January 16, 1984  between  Carriage  House
          Associates Limited Partnership and U.S. Shelter Corporation to acquire
          Carriage House Apartments.*

     *Filed as Exhibits 10(D) through 10(F), respectively, to Amendment No. 1 of
     Registration  Statement No. 2-86995 of Registrant  filed March 21, 1984 and
     incorporated herein by reference.

     (d)  Purchase Agreement dated May 8, 1984 between Daniel Realty Corporation
          and U.S. Shelter Corporation to acquire Marble Hill Apartments. (Filed
          as Exhibit 10(G) to  Post-Effective  Amendment  No, 1 of  Registration
          Statement  No.   2-86995  of  Registrant   filed  June  25,  1984  and
          incorporated herein by reference.)

     (e)  Purchase  Agreement  dated  June  6,  1984  between  Charleston  Court
          Associates and U.S. Shelter  Corporation to acquire  Nottingham Square
          Apartments.  (Filed as Exhibit 10(H) to Post-Effective Amendment No, 2
          of  Registration  Statement No.  2-86995 of Registrant  filed July 18,
          1984 and incorporated herein by reference.)

     (f)  Purchase  Agreement  dated July 10, 1984 between  National  Properties
          Investors  II  and  U.S.   Shelter   Corporation  to  acquire  Foxfire
          Apartments.  (Filed as Exhibit 10(I) to Post-Effective Amendment No, 2
          of  Registration  Statement No.  2-86995 of Registrant  filed July 18,
          1984 and incorporated herein by reference.)

     (g)  Purchase  Agreement  dated  August 24, 1984 between  American  Century
          Corporation  and U.S.  Shelter  Corporation  to  acquire  River  Reach
          Apartments.  (Filed as Exhibit 10(I) to Post-Effective Amendment No, 2
          of  Registration  Statement No.  2-86995 of Registrant  filed July 18,
          1984 and incorporated herein by reference.)

     (h)  Purchase  Agreement  dated  January  7, 1985  between  Village  Garden
          Apartments  Fort  Collins  and U.S.  Shelter  Corporation  to  acquire
          Village Garden  Apartments.  (Filed as Exhibit a(5) to Form 10-QSB for
          the  Quarter   ended  January  31,  1985  filed  March  14,  1985  and
          incorporated herein by reference.

     (i)  Purchase Agreement dated January 18, 1985 between Barcelona  Investors
          and U.S. Shelter Corporation to acquire Barcelona  Apartments.  (Filed
          as Exhibit a(6) to Form 10-QSB for the Quarter  ended January 31, 1985
          filed March 14, 1985 and incorporated herein by reference.

     (ii) Form  of   Management   Agreement   with  U.S.   Shelter   Corporation
          subsequently  assigned to Shelter Management Group, L.P. (now known as
          Insignia  Management  Group,  L.P.).  (Filed with  Amendment  No. 1 of
          Registration  Statement No. 2-86995 of Registrant filed March 21, 1984
          and incorporation herein by reference).

      (iii)       Contracts related to refinancing of debt:

     (a)  First Deeds of Trust and Security  Agreements  dated  October 28, 1992
          between  Shelter  Properties VI and Joseph Philip Forte  (Trustee) and
          First Commonwealth Realty Credit Corporation,  a Virginia Corporation,
          securing the following properties: Rocky Creek, Carriage House, Marble
          Hills Nottingham, Foxfire/Barcelona, River Reach and Village Garden.*

     (b)  Second Deeds of Trust and Security  Agreements  dated October 28, 1992
          between  Shelter  Properties VI and Joseph Philip Forte  (Trustee) and
          First Commonwealth Realty Credit Corporation,  a Virginia Corporation,
          securing the following properties: Rocky Creek, Carriage House, Marble
          Hills Nottingham, Foxfire/Barcelona, River Reach and Village Garden.*

     (c)  First  Assignments  of Leases and Rents dated October 28, 1992 between
          Shelter  Properties  VI and Joseph  Philip Forte  (Trustee)  and First
          Commonwealth  Realty  Credit  Corporation,   a  Virginia  Corporation,
          securing the following properties: Rocky Creek, Carriage House, Marble
          Hills, Nottingham, Foxfire/Barcelona, River Reach and Village Garden.

     (d)  Second  Assignment  of Leases and Rents dated October 28, 1992 between
          Shelter  Properties  VI and Joseph  Philip Forte  (Trustee)  and First
          Commonwealth  Realty  Credit  Corporation,   a  Virginia  Corporation,
          securing the following properties: Rocky Creek, Carriage House, Marble
          Hills, Nottingham, Foxfire/Barcelona, River Reach and Village Garden.*

     (e)  First  Deeds of Trust Notes dated  October  28, 1992  between  Shelter
          Properties  VI  and  First  Commonwealth  Realty  Credit  Corporation,
          relating to the following  properties:  Rocky Creek,  Carriage  House,
          Marble Hills, Nottingham,  Foxfire/Barcelona,  River Reach and Village
          Garden.*

     (f)  Second  Deeds of Trust Notes dated  October 28, 1992  between  Shelter
          Properties  VI  and  First  Commonwealth  Realty  Credit  Corporation,
          relating to the following  properties:  Rocky Creek,  Carriage  House,
          Marble Hills, Nottingham,  Foxfire/Barcelona,  River Reach and Village
          Garden.*

     (g)  Multifamily Note dated December 15, 2000 between Shelter Properties VI
          and Reilly Mortgage Group,  Inc., a District of Columbia  corporation,
          securing Village Garden Apartments.

     (h)  Multifamily Deed of Trust, Assignment of Rents, and Security Agreement
          dated December 15, 2000 between  Shelter VI and Reilly Mortgage Group,
          Inc.,  a District of Columbia  corporation,  securing  Village  Garden
          Apartments.  Filed with Form 8-K on February 1, 2001 and  incorporated
          herein.

                  *Filed as Exhibits 10 (iii) a through 10(iii) f, respectively,
                  to Form 10-KSB - Annual or  Transitional  Report filed January
                  29, 1993 and incorporated herein by reference.

(iv) Contracts related to disposition of properties:

     (a)  Agreement  of Purchase  and Sale dated June 2, 1995,  between  Shelter
          Properties  VI and United  Dominion  Realty Trust,  Inc.,  relating to
          Marble Hills Apartments.

     (b)  Agreement  of  Purchase  and Sale dated  November  14,  2000,  between
          Shelter  Properties  VI and Land Realty  Advisors,  Inc.,  relating to
          Foxfire-Barcelona  Apartments.  (Filed  with Form 8K on  December  14,
          2000).