SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-KSB

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

                   For the fiscal year ended December 31, 2002

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

                    For the transition period from _________to _________

                         Commission file number 0-13261

                              SHELTER PROPERTIES VI
                 (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.  $5,631,000

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, 2002. 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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     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")  a  publicly  traded
real-estate  investment  trust.  The other general partner is AIMCO  Properties,
L.P., an affiliate of the Corporate General Partner and AIMCO.

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. Since its initial  offering,  the
Registrant  has not  received,  nor  are  limited  partners  required  to  make,
additional capital contributions.

The  Registrant  is  engaged in the  business  of  operating  and  holding  real
properties for investment.  In 1984 and 1985 during its acquisition  phase,  the
Registrant  invested  approximately  $30,300,000  in  eight  existing  apartment
properties.   The  Registrant  continues  to  own  and  operate  four  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.

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.

Risk Factors

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.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Corporate   General  Partner  believes  that  the
Partnership's   properties  are   substantially   in  compliance   with  present
requirements,  the Partnerhship may incur unanticipated  expenses to comply with
the ADA and the FHAA.

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.

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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

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

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

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

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

On December 20, 2002, the Partnership  sold Nottingham  Square  Apartments to an
unaffiliated  third party for  $20,000,000.  After  payment of closing  costs of
approximately  $327,000,  the net  proceeds  received  by the  Partnership  were
approximately  $19,673,000.  The  Partnership  used a portion of the proceeds to
repay the mortgage  encumbering the property of approximately  $10,300,000.  The
sale of the property resulted in a gain on the sale during the fourth quarter of
2002 of approximately $13,106,000.  In addition, the Partnership recorded a loss
on early  extinguishment of debt of approximately  $247,000,  as a result of the
write off of  unamortized  loan costs and debt  discounts,  which is included in
income from discontinued  operations.  Pursuant to the Partnership Agreement and
in  connection  with the sale,  the Corporate  General  Partner is entitled to a
commission  of up to 1% for  its  assistance  with  the  sale.  Payment  of such
commission  is  subordinate  to the limited  partners  receiving a cumulative 7%
return on their  investment.  This return has not yet been met and  accordingly,
approximately  $200,000  was accrued and unpaid at December  31, 2002 related to
this sale.

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          $ 4,947     $ 2,881      5-35 yrs       SL        $   602

Carriage House
  Apartments            4,408       2,975      5-27 yrs       SL            603

River Reach
  Apartments           16,337       9,480      5-27 yrs       SL          3,576

Village Garden
  Apartments            4,828       2,756      5-30 yrs       SL          1,153

                      $30,520     $18,092                               $ 5,934
</TABLE>

See  "Note  A" in  "Item  7.  Financial  Statements"  for a  description  of the
Partnership's capitalization and depreciation policies.

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                  2002          Rate     Amortized      Date      Maturity(1)
                     (in thousands)                                     (in thousands)

Rocky Creek
   Apartments
<S>                     <C>             <C>       <C>         <C>  <C>     <C>
  1st mortgage          $ 2,340         (2)       30 years    9/16/07      $ 2,063

Carriage House
   Apartments
  1st mortgage            1,898         (2)       30 years    9/16/07        1,673

River Reach
   Apartments
  1st mortgage           10,532        7.16%      20 years    06/01/22          --

Village Garden
   Apartments
  1st mortgage            4,310        7.22%      20 years    01/01/21          --
                        $19,080                                            $ 3,736
</TABLE>

(1)   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.

(2)   Adjustable  rate  based  on  the  Fannie  Mae  discounted  mortgage-backed
      security  index  ("DMBS") plus 85 basis  points.  The rate at December 31,
      2002 was 2.16%.

On May 15, 2002,  the  Partnership  refinanced the mortgages  encumbering  River
Reach Apartments.  The refinancing  replaced the first mortgage of approximately
$6,048,000 and the second mortgage of approximately $252,000 with a new mortgage
in the amount of $10,654,000. The new mortgage carries a stated interest rate of
7.16% compared to the 7.60% interest rate on the old mortgages.  Payments on the
mortgage  loan are due monthly  until the loan matures on June 1, 2022, at which
time it is scheduled to be fully  amortized.  Total  capitalized loan costs were
approximately  $292,000 during the year ended December 31, 2002. The Partnership
recognized a loss on the early  extinguishment of debt of approximately  $48,000
during the year ended December 31, 2002 due to the write off of unamortized loan
costs and debt discounts.  In addition,  the Partnership was required to deposit
approximately $100,000 in an escrow account with the lender in order to complete
required repairs at the property.

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

During December 2002 the loans  encumbering  Rocky Creek and Carriage House were
sold to  Fannie  Mae  under  a  permanent  credit  facility  ("Permanent  Credit
Facility"). The Permanent Credit Facility has a maturity of five years, with one
five-year extension option. This Permanent Credit Facility also creates separate
loans for each property  that are not  cross-collateralized  or  cross-defaulted
with the other property  loans.  Each note under this Permanent  Credit Facility
will begin as a variable rate loan with the option of converting to a fixed rate
loan after three  years.  The interest  rate on the  variable  rate loans is the
Fannie Mae discounted  mortgage-backed  security index plus 85 basis points. The
rate was  2.16% at  December  31,  2002  and  resets  monthly.  Each  loan  will
automatically  renew at the end of each month.  In addition,  monthly  principal
payments  are  required  based on a  30-year  amortization  schedule,  using the
interest  rate in effect  during  the first  month that any  property  is in the
Permanent Credit Facility. The loans are prepayable without penalty.

The refinancing of the Rocky Creek  Apartments loans replaced the first mortgage
of approximately  $1,753,000 and second mortgage of approximately $74,000 with a
new  mortgage in the amount of  $2,340,000.  Total  capitalized  loan costs were
approximately  $105,000 during the year ended December 31, 2002. The Partnership
recognized a loss on the early  extinguishment  of debt of approximately  $5,000
during the year ended December 31, 2002 due to the write off of unamortized loan
costs and debt discounts.

The  refinancing  of the  Carriage  House  Apartments  loans  replaced the first
mortgage  of  approximately  $1,616,000  and second  mortgage  of  approximately
$68,000 with a new mortgage in the amount of $1,898,000.  Total capitalized loan
costs were  approximately  $88,000  during the year ended December 31, 2002. The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $5,000  during the year ended  December 31, 2002 due to the write
off of unamortized loan costs and debt discounts.  In addition,  the Partnership
was required to deposit  approximately  $198,000 in a repair escrow account with
the lender in order to complete required repairs at the property.

On November 15, 2002,  the  Partnership  refinanced  the  mortgages  encumbering
Nottingham  Square  Apartments.  The refinancing  replaced the first mortgage of
approximately  $6,296,000 and the second mortgage of approximately $268,000 with
a new mortgage of approximately $10,300,000 under the Initial Credit Facility as
discussed above. Total capitalized loan costs were approximately $238,000 at the
time of the refinance and are included in loss on early  extinguishment of debt.
The  Partnership   recognized  a  loss  on  early   extinguishment  of  debt  of
approximately  $247,000 during the year ended December 31, 2002 due to the write
off of  unamortized  loan costs and debt  discounts.  This amount is included in
income from discontinued  operations due to the sale of the property in December
2002.  In  addition,  the  Partnership  was  required  to deposit  approximately
$456,000  in a repair  escrow  account  with  the  lender  in order to  complete
required  repairs at the  property.  Subsequent  to year end,  these  funds were
returned to the Partnership.

Rental Rates and Occupancy

Average  annual rental rates and occupancy for the years ended December 31, 2002
and 2001 for each property:

<TABLE>
<CAPTION>


                                 Average Annual
                                  Rental Rates                  Average Annual
                                   (per unit)                     Occupancy
                              Year Ended Year Ended
                            December 31, December 31,    December 31,  December 31,
                               2002           2001           2002           2001

<S>                          <C>            <C>              <C>             <C>
Rocky Creek Apartments       $6,976         $7,233           93%             95%
Carriage House
 Apartments                   7,524          7,971           91%             89%
River Reach Apartments        9,402          9,269           96%             96%
Village Garden
 Apartments (1)               8,649          8,682           90%             96%
</TABLE>

(1)   The decrease in average occupancy at Village Garden Apartments is due to a
      slow down in the  economy in the market area and more  tenants  purchasing
      homes due to low interest rates.

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 2002 for each property were as follows:

                                                    2002             2002
                                                   Billing           Rate
                                               (in thousands)

Rocky Creek Apartments                             $ 28                2.88%
Carriage House Apartments                            48                1.46%
River Reach Apartments                              205                1.88%
Village Garden Apartments                            62                8.73%

Capital Improvements

Rocky Creek Apartments

During the year ended December 31, 2002, the Partnership expended  approximately
$109,000 for capital improvements at Rocky Creek Apartments consisting primarily
of  floor  covering  and  appliance  replacements,  plumbing  enhancements,  air
conditioning  unit upgrades and roof  replacement.  The 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
and currently expects to budget approximately $36,000.  Additional  improvements
may be  considered  in 2003 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, 2002, the Partnership expended  approximately
$109,000  for capital  improvements  at  Carriage  House  Apartments  consisting
primarily  of floor  covering  replacements,  air  conditioning  unit  upgrades,
plumbing  improvements,  appliances,  wall coverings,  and a water  sub-metering
project. 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  and  currently  expects  to  budget
approximately  $31,000.  Additional  improvements  may be considered in 2003 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, 2002, the Partnership expended  approximately
$283,000 for capital improvements at River Reach Apartments consisting primarily
of floor covering and appliance  replacements,  air  conditioning  replacements,
exterior painting,  plumbing upgrades,  and recreational facility  enhancements.
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  and  currently  expects  to  budget
approximately  $89,000.  Additional  improvements  may be considered in 2003 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, 2002, the Partnership expended  approximately
$103,000  for  capital  improvements  at Village  Garden  Apartments  consisting
primarily of floor covering  replacements,  electrical and plumbing improvements
and a water sub-metering project.  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 and currently
expects  to  budget  approximately  $42,000.   Additional  improvements  may  be
considered in 2003 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, 2002, the Partnership expended  approximately
$558,000 for capital  improvements at Nottingham  Square  Apartments  consisting
primarily of floor covering replacements, pool upgrades, door replacements, fire
suppression  improvements and balcony upgrades.  These  improvements were funded
from  operating  cash flow and  replacement  reserves.  This  property  was sold
December 20, 2002.

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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, 2002, 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, 2002,  the
Partnership  had 1,539  holders of record  owning an aggregate of 42,324  Units.
Affiliates  of the  Corporate  General  Partner  owned 27,773 Units or 65.62% at
December 31, 2002. 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, 2002 and 2001.  (See "Item 6.  Management's  Discussion
and Analysis or Plan of Operation" for further details).

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                     (in thousands)

       01/01/01 - 12/31/01            $ 3,236  (1)            $ 75.99

       01/01/02 - 12/31/02             15,868  (2)             374.82

       01/01/03 - 03/01/03              1,454  (3)              34.32

(1)   Consists  of  approximately  $1,999,000  of cash  from  operations  to all
      partners and approximately  $1,237,000 of remaining sale proceeds from the
      2000 sale of Foxfire/Barcelona paid to the limited partners.

(2)   Consists  of  approximately  $406,000  of  cash  from  operations  to  all
      partners,  approximately  $7,443,000 of cash from refinance  proceeds from
      the  refinances  of  River  Reach,  Rocky  Creek,  and  Nottingham  Square
      Apartments   during  2002  to  the  limited  partners  and   approximately
      $8,019,000 of cash from the 2002 sale proceeds of Nottingham Square to the
      limited partners.

(3)   Consists of approximately  $126,000 of cash from operation to all partners
      and approximately $1,328,000 of cash from the remaining 2002 sale proceeds
      of Nottingham Square 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 2003 or subsequent periods.  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  interests in the
Partnership,  AIMCO and its affiliates owned 27,773 limited partnership units in
the Partnership  representing  65.62% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Corporate  General  Partner.  As a result of its ownership of 65.62% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. Although the Corporate General Partner owes fiduciary
duties to the limited partners of the Partnership, the Corporate General Partner
also owes fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the
duties of the Corporate  General Partner,  as managing  general partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the Corporate General Partner to AIMCO, as its sole stockholder.

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

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,  2002,  totaled
approximately  $13,371,000 compared to net income of approximately  $890,000 for
the year ended  December 31, 2001. The increase in net income for the year ended
December 31, 2002 is primarily due to the sale of Nottingham  Square  Apartments
during December 2002,  partially  offset by a decrease in income from continuing
operations  and  discontinued   operations.   Effective  January  1,  2002,  the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived  Assets",  which
established  standards  for the way  that  public  business  enterprises  report
information  about long-lived assets that are either being held for sale or have
already been  disposed of by sale or other means.  The  standard  requires  that
results of operations for a long-lived  asset that is being held for sale or has
already  been  disposed  of be  reported  as a  discontinued  operation  on  the
statement of operations.  As a result, the accompanying statements of operations
have  been  restated  as of  January  1,  2001  to  reflect  the  operations  of
Foxfire/Barcelona  Apartments  and Nottingham  Square  Apartments as income from
discontinued  operations  due to the sale of the properties in November 2000 and
December 2002, respectively.

Effective  April 1, 2002, the Partnership  adopted SFAS No. 145,  "Rescission of
FASB  Statements No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from  extinguishment
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual in nature and occur  infrequently.  Neither of these criteria applies to
the Partnership.  As a result, the accompanying statements of operations reflect
the loss on early extinguishment of debt at River Reach Apartments,  Rocky Creek
Apartments and Carriage House  Apartments as interest  expense and the losses on
early  extinguishment  of  debt  at  Nottingham  Square  Apartments  due  to the
refinance  in  November  2002 and the sale in December  2002 as a  component  of
income from discontinued operations.

On December 20, 2002, the Partnership  sold Nottingham  Square  Apartments to an
unaffiliated  third party for  $20,000,000.  After  payment of closing  costs of
approximately  $327,000,  the net  proceeds  received  by the  Partnership  were
approximately  $19,673,000.  The  Partnership  used a portion of the proceeds to
repay the mortgage  encumbering the property of approximately  $10,300,000.  The
sale of the property resulted in a gain on the sale during the fourth quarter of
2002 of approximately $13,106,000.  In addition, the Partnership recorded a loss
on early  extinguishment  of debt of  approximately  $247,000 as a result of the
write off of  unamortized  loan costs and debt  discounts  which is  included in
income from discontinued  operations.  Pursuant to the Partnership Agreement and
in  connection  with the sale,  the Corporate  General  Partner is entitled to a
commission  of up to 1% for  its  assistance  with  the  sale.  Payment  of such
commission  is  subordinate  to the limited  partners  receiving a cumulative 7%
return on their  investment.  This return has not yet been met and  accordingly,
approximately $200,000 was accrued and unpaid at December 31, 2002.

Income from discontinued  operations  decreased  approximately  $561,000 for the
year ended December 31, 2002, compared to the corresponding  period in 2001. The
decrease  was due to the reversal in 2001 of certain  accruals of  approximately
$132,000 related to the sale of  Foxfire/Barcelona  Apartments during 2000 which
is included in income from  discontinued  operations in 2001 and from a decrease
in net income at Nottingham Square  Apartments.  The reversal of the accrual was
due to actual costs being less than  anticipated.  The decrease in net income at
Nottingham  Square  Apartments  was due to increased  total expenses and reduced
total  revenues.  Total  expenses  increased  primarily  due to an  increase  in
property  tax  and  interest  expense  partially  offset  by  reduced  operating
expenses.  Property tax expense  increased due to the timing of the property tax
bills.  Interest  expense  increased  due to the  refinance  of the  property in
November  2002  which   increased  the  loan  balance  and  the  loss  on  early
extinguishment  of  debt  due to the  sale of the  property  in  December  2002.
Operating  expenses  decreased  primarily due to reduced  maintenance  expenses.
Total  revenues  decreased due to reduced rental income  partially  offset by an
increase in other income.  Rental income decreased due to reduced  occupancy and
increased bad debt expense and concession  costs  partially  offset by increased
rental rates.

Income from continuing  operations decreased  approximately $64,000 for the year
ended  December  31, 2002,  compared to the  corresponding  period in 2001.  The
decrease in income  from  continuing  operations  was due to a decrease in total
revenues and a slight decrease in total expenses. The decrease in total revenues
is  attributable  to a decrease in both rental and other  income.  Rental income
decreased  primarily  as a result of  decreases  in the average  rental rates at
Rocky Creek,  Carriage  House and Village  Garden  Apartments  and a decrease in
occupancy at Village  Garden and Rocky Creek  Apartments.  These  decreases were
partially offset by increased rental rates at River Reach Apartments,  increased
occupancy at Carriage  House  Apartments and reduced  concession  costs at Rocky
Creek,  Carriage House and River Reach Apartments.  The decrease in other income
is due to reduced interest income due to lower average cash balances in interest
bearing accounts.

The decrease in total expenses is due to a decrease in operating and general and
administrative  expenses  partially  offset by  increases  in  depreciation  and
interest  expenses.  Operating  expenses  decreased due to decreases in property
expenses,  management  fees,  and  maintenance  expenses,  partially  offset  by
increases in administrative  expenses.  Property expense decreased primarily due
to decreases in utility bills primarily at Village Garden Apartments. Management
fees  decreased at all properties due to lower  revenues.  Maintenance  expenses
decreased  due to decreases in contract  services and building  repairs at Rocky
Creek Apartments  partially offset by increases in contract  painting,  building
improvements,  and casualty repairs at River Reach Apartments. Also contributing
to the decrease in maintenance  expense is an increase in the  capitalization of
certain direct and indirect  project costs,  primarily  payroll related costs at
the properties  (See "Item 7. Financial  Statements,  Note A - Organization  and
Significant Accounting Policies").  Administrative  expenses increased primarily
due to an increase in common area  cleaning  services  and  telephone  answering
services  at  River  Reach  Apartments.   General  and  administrative  expenses
decreased for the year ended  December 31, 2002 due to a decrease in the cost of
services  included in the  management  reimbursements  to the Corporate  General
Partner as allowed under the Partnership  Agreement,  reduced appraisal fees and
reduced printing and mailing costs. Also included in general and  administrative
expenses at both  December  31,  2002 and 2001,  are costs  associated  with the
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement.  Depreciation expense increased due
to property  improvements and  replacements  placed in service at the properties
during the past twelve  months.  The increase in interest  expense was primarily
due  to  the  Partnership's  refinancing  of  Rocky  Creek  and  Carriage  House
Apartments  mortgage  notes in September  2002 and River Reach mortgage notes in
May 2002 resulting in higher debt balances in 2002 (see discussion in "Liquidity
and Capital Resources").

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $2,041,000  compared to  approximately  $565,000 at December  31,
2001. The increase in cash and cash equivalents of  approximately  $1,476,000 is
due to  approximately  $1,719,000 of cash provided by operating  activities  and
approximately  $18,532,000  of cash provided by investing  activities  which was
partially  offset  by  approximately  $18,775,000  of  cash  used  in  financing
activities. Cash provided by investing activities consisted of proceeds from the
sale  of  Nottingham  Square  in  December  2002  and to a  lesser  extent,  net
withdrawals from restricted escrows partially offset by the purchase of property
improvements and replacements.  Cash used in financing  activities  consisted of
distributions to partners, repayment of mortgage notes payable and advances from
affiliates,  loan costs paid and  principal  payments on mortgage  notes payable
which were partially offset by proceeds from mortgage notes payable and advances
from  affiliates.  The  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  Corporate  General
Partner monitors developments in the area of legal and regulatory compliance and
is studying new federal laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating the capital  improvement  needs of its properties for 2003
and currently expects to budget approximately $198,000.  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 May 15, 2002,  the  Partnership  refinanced the mortgages  encumbering  River
Reach Apartments.  The refinancing  replaced the first mortgage of approximately
$6,048,000 and the second mortgage of approximately $252,000 with a new mortgage
in the amount of $10,654,000. The new mortgage carries a stated interest rate of
7.16% compared to the 7.60% interest rate on the old mortgages.  Payments on the
mortgage  loan are due monthly  until the loan matures on June 1, 2022, at which
time it is scheduled to be fully  amortized.  Total  capitalized loan costs were
approximately  $292,000 during the year ended December 31, 2002. The Partnership
recognized a loss on the early  extinguishment of debt of approximately  $48,000
during the year ended December 31, 2002 due to the write off of unamortized loan
costs and debt discounts.  In addition,  the Partnership was required to deposit
approximately  $100,000 in a repair  escrow  account with the lender in order to
complete required repairs at the property.

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

During December 2002 the loans  encumbering  Rocky Creek and Carriage House were
sold to  Fannie  Mae  under  a  permanent  credit  facility  ("Permanent  Credit
Facility"). The Permanent Credit Facility has a maturity of five years, with one
five-year extension option. This Permanent Credit Facility also creates separate
loans for each property  that are not  cross-collateralized  or  cross-defaulted
with the other property  loans.  Each note under this Permanent  Credit Facility
will begin as a variable rate loan with the option of converting to a fixed rate
loan after three  years.  The interest  rate on the  variable  rate loans is the
Fannie Mae discounted  mortgage-backed  security index plus 85 basis points. The
rate was 2.16% at December 31, 2002 and will reset monthly. In addition, monthly
principal payments are required based on a 30-year amortization schedule,  using
the interest  rate in effect  during the first month that any property is in the
Permanent Credit Facility. The loans are prepayable without penalty.

The refinancing of the Rocky Creek  Apartments loans replaced the first mortgage
of approximately  $1,753,000 and second mortgage of approximately $74,000 with a
new  mortgage in the amount of  $2,340,000.  Total  capitalized  loan costs were
approximately  $105,000 during the year ended December 31, 2002. The Partnership
recognized a loss on the early  extinguishment  of debt of approximately  $5,000
during the year ended December 31, 2002 due to the write off of unamortized loan
costs and debt discounts.

The  refinancing  of the  Carriage  House  Apartments  loans  replaced the first
mortgage  of  approximately  $1,616,000  and second  mortgage  of  approximately
$68,000 with a new mortgage in the amount of $1,898,000.  Total capitalized loan
costs were  approximately  $88,000  during the year ended December 31, 2002. The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $5,000  during the year ended  December 31, 2002 due to the write
off of unamortized loan costs and debt discounts.  In addition,  the Partnership
was required to deposit  approximately  $198,000 in a repair escrow account with
the lender in order to complete required repairs at the property.

On November 15, 2002,  the  Partnership  refinanced  the  mortgages  encumbering
Nottingham  Square  Apartments.  The refinancing  replaced the first mortgage of
approximately  $6,296,000 and the second mortgage of approximately $268,000 with
a new mortgage of approximately $10,300,000 under the Initial Credit Facility as
discussed above. Total capitalized loan costs were approximately $238,000 at the
time of the refinance and are included in loss on early  extinguishment of debt.
The  Partnership   recognized  a  loss  on  early   extinguishment  of  debt  of
approximately  $247,000 during the year ended December 31, 2002 due to the write
off of unamortized loan costs and debt discounts.  In addition,  the Partnership
was required to deposit  approximately  $456,000 in a repair escrow account with
the lender in order to complete required repairs at the property.  Subsequent to
year end, these funds were returned to the partnership.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)  of  the   Partnership.   The  mortgages
encumbering River Reach and Village Garden Apartments aggregating  approximately
$14,842,000  mature in June 2022 and January 2021,  respectively,  at which time
the  mortgages are scheduled to be fully  amortized.  The mortgages  encumbering
Rocky Creek and Carriage House Apartments aggregating  approximately  $4,238,000
have a maturity of September  16, 2007 at which time balloon  payments  totaling
approximately  $3,736,000 are due. The Corporate  General Partner has the option
to extend the maturity on the Rocky Creek and Carriage  House  Apartments  loans
for another five years.  After that period the  Corporate  General  Partner will
attempt to refinance such  indebtedness  and/or sell the properties prior to the
optional extended maturity date. If the properties cannot be refinanced or sold,
the Partnership will risk losing such properties through foreclosure.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2002 and 2001 (in thousands except per unit data):

<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2002             Unit             2001             Unit

<S>                     <C>              <C>              <C>              <C>
Operations              $ 406            $ 9.50           $1,999           $46.76
Sale (1)                 8,019           189.46            1,237            29.23
Refinance (2)            7,443           175.86               --               --
                       $15,868          $374.82           $3,236           $75.99
</TABLE>

(1)  From the sale of Foxfire/Barcelona Apartments in 2001 and Nottingham Square
     Apartments in 2002.

(2)  From the  refinance of River Reach  Apartments in May, 2002 and Rocky Creek
     and Carriage  House  Apartments  in September  2002 and  Nottingham  Square
     Apartments in November 2002.

Subsequent to December 31, 2002 the Partnership declared and paid a distribution
of  approximately  $1,454,000.  Approximately  $126,000  or  $2.95  per  limited
partnership unit was paid from cash from operations and approximately $1,328,000
or $31.37 per limited  partnership unit was paid from remaining  proceeds of the
2002 sale of Nottingham Square.

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

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 27,773 limited  partnership  units
(the "Units") in the Partnership representing 65.62% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Corporate General Partner.  As a result of its ownership of
65.62% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant. Although the Corporate General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Corporate  General  Partner,  as managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the  financial  statements  in "Item 7.  Financial  Statements".  The  Corporate
General  Partner  believes that the  consistent  application  of these  policies
enables the  Partnership  to provide  readers of the financial  statements  with
useful and reliable  information about the  Partnership's  operating results and
financial condition.  The preparation of financial statements in conformity with
accounting  principles  generally  accepted in the United  States  requires  the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Item 7.     Financial Statements


SHELTER PROPERTIES VI

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 2002

      Statements of Operations - Years ended December 31, 2002 and 2001

      Statements  of  Changes  in  Partners'  (Deficit)  Capital  - Years  ended
      December 31, 2002 and 2001

      Statements of Cash Flows - Years ended December 31, 2002 and 2001

      Notes to Financial Statements

                     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,  2002,  and the  related  statements  of  operations,  changes  in
partners' deficit,  and cash flows for each of the two years in the period ended
December 31, 2002.  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, 2002, and the results of its operations and its cash flows for each
of the two years in the period  ended  December  31, 2002,  in  conformity  with
accounting principles generally accepted in the United States.

As  discussed in Note A to the  financial  statements,  in 2002 the  Partnership
adopted Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets"  and  Statement  of  Financial
Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64."
As a result, the accompanying  financial statements for 2001, referred to above,
have been restated to conform to the presentation  adopted in 2002 in accordance
with accounting principle generally accepted in the United States.

                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 14, 2003

                              SHELTER PROPERTIES VI

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 2,041
   Receivables and deposits                                                      265
   Restricted escrows                                                            752
   Other assets                                                                  645
   Investment properties (Notes B & E):
      Land                                                    $ 2,613
      Buildings and related personal property                   27,907
                                                                30,520
      Less accumulated depreciation                            (18,092)       12,428
                                                                            $ 16,131

Liabilities and Partners' Deficit

Liabilities
   Accounts payable                                                          $ 186
   Tenant security deposit liabilities                                            87
   Accrued property taxes                                                         62
   Other liabilities                                                             221
   Due to Affiliates (Note D)                                                    342
   Mortgage notes payable (Note B)                                            19,080

Partners' Deficit
   General partners                                             $ (1)
   Limited partners (42,324 units issued and
      outstanding)                                              (3,846)       (3,847)
                                                                            $ 16,131

                       See Accompanying Notes to Financial Statements
</TABLE>

                              SHELTER PROPERTIES VI

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


<TABLE>
<CAPTION>

                                                                Year Ended
                                                        December 31,  December 31,
                                                            2002          2001
                                                                       (restated)
 Revenues:
<S>                                                       <C>           <C>
   Rental income                                          $  5,183      $  5,220
   Other income                                                448           486
      Total revenues                                         5,631         5,706

Expenses:
   Operating                                                 2,163         2,388
   General and administrative                                  393           446
   Depreciation                                              1,257         1,110
   Interest                                                  1,388         1,268
   Property taxes                                              344           344
      Total expenses                                         5,545         5,556

Income from continuing operations                               86           150
Income from discontinued operations (Note A)                   179           740
Gain on sale of discontinued operations (Note F)            13,106            --
Net income (Note C)                                       $ 13,371      $    890

Net income allocated to general
   partners                                               $    260      $      9
Net income allocated to limited
   partners                                                 13,111           881
                                                          $ 13,371      $    890

Per limited partnership unit:
  Income from continuing operations                       $   2.01      $   3.50
  Income from discontinued operations                         4.18         17.32
  Gain on sale of discontinued operations                   303.59            --
  Net income per limited partnership                      $ 309.78      $  20.82

Distributions per limited partnership unit                $ 374.82      $  75.99

                       See Accompanying Notes to Financial Statements
</TABLE>

                              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, 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)

Distributions to partners                    --           (4)     (15,864)   (15,868)

Net income for the year
   ended December 31, 2002                   --          260       13,111     13,371

Partners' deficit at
   December 31, 2002                     42,324      $    (1)    $ (3,846)  $ (3,847)

                       See Accompanying Notes to Financial Statements
</TABLE>

                              SHELTER PROPERTIES VI
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                  Year Ended
                                                         December 31,    December 31,
                                                             2002            2001
Cash flows from operating activities:
<S>                                                        <C>             <C>
 Net income                                                $ 13,371        $    890
 Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                               1,867           1,783
   Amortization of mortgage discounts and
       loan costs                                               205             276
   Loss on early extinguishment of debt                         305              --
   Gain on sale of investment property                      (13,106)             --
   Change in accounts:
     Receivables and deposits                                   (93)            499
     Other assets                                                 3              (5)
     Accounts payable                                           (83)            (13)
     Tenant security deposit liabilities                        (69)             (9)
     Accrued taxes                                             (510)             18
     Other liabilities                                         (171)            (52)
       Net cash provided by operating activities              1,719           3,387

 Cash flows from investing activities:
   Property improvements and replacements                    (1,301)         (1,663)
   Net withdrawals from restricted escrows                      160             159
   Proceeds from sale of land                                    --              14
   Proceeds from the sale of investment property             19,673              --
       Net cash provided by (used in) investing
         activities                                          18,532          (1,490)

 Cash flows from financing activities:
   Payments on mortgage notes payable                          (701)           (864)
   Repayment of mortgage notes payable                      (26,675)             --
   Proceeds from mortgage notes payable                      25,192              --
   Advances from affiliates                                     481              --
   Repayment of advances from affiliates                       (481)             --
   Loan costs paid                                             (723)            (12)
   Distributions to partners                                (15,868)         (3,236)
       Net cash used in financing activities                (18,775)         (4,112)

Net increase (decrease) in cash and cash
   equivalents                                                1,476          (2,215)
Cash and cash equivalents at beginning of the year              565           2,780
Cash and cash equivalents at end of the year               $  2,041        $    565
Supplemental disclosure of cash flow information:
  Cash paid for interest                                   $  1,661        $  1,605
Supplemental disclosure of non-cash activity:
Property improvements and replacements included in
  accounts payable                                         $     --        $    139

                       See Accompanying Notes to Financial Statements
</TABLE>

                              SHELTER PROPERTIES VI

                          Note to Financial Statements

                                December 31, 2002


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"),  a
publicly traded real estate investment trust. The non-corporate  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
four  apartment  properties  located in  Georgia,  North  Carolina,  Florida and
Colorado at December 31, 2002.

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 defines net cash from
operations  as 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 provided by  operations",  as
defined in the Partnership Agreement. However, "Net cash provided by 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.

                                                           Year Ended
                                                 December 31,     December 31,
                                                     2002             2001

                                                         (in thousands)
Net cash provided by operating
   activities                                      $  1,719         $ 3,387
  Payments on mortgage notes payable                   (701)           (864)
  Property improvements and replacements             (1,301)         (1,663)
  Change in restricted escrows, net                     160             159
  Changes in reserves for net
     operating liabilities                              923            (438)

  Additional reserves                                  (800)           (581)

     Net cash provided by operations               $     --         $    --

The  Corporate  General  Partner  reserved  approximately  $800,000 and $581,000
during the years ended December 31, 2002 and 2001, respectively.

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%.

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.

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  $1,928,000 at
December 31, 2002 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 lender 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  was
required to deposit net operating  income (as defined in the mortgage note) from
each property to the respective  reserve account until the accounts  equaled the
minimum balance of $400 for each respective property.  All these properties were
refinanced  during the year ended  December  31, 2002 and the  previous  reserve
requirements  of $400 per  apartment  unit were  released.  The balance in these
accounts of  approximately  $892,000 was returned to the Partnership  during the
year ended December 31, 2002.

Capital  Reserves:  In connection with the December 2000  refinancing of Village
Garden Apartments and the 2002  refinancings of Carriage House,  River Reach and
Nottingham  Square  Apartments  approximately  $778,000 of the net proceeds were
placed in capital  reserve  accounts  to be used for  property  improvements  as
specified  in the loan  agreement.  At  December  31,  2002 the balance in these
accounts was approximately $752,000.

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, 2002 and 2001 was an increase of
approximately $923,000, and a decrease of approximatley $438,000,  respectively.
These  amounts  were  determined  by  considering  changes  in the  balances  of
receivables  and  deposits,  other assets,  accounts  payable,  tenant  security
deposit liabilities, accrued property 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 four apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.  In  accordance  with  Statement  of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets",  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, 2002 or 2001.

During 2001, AIMCO, an affiliate of the Corporate General Partner,  commissioned
a project to study process  improvement  ideas to reduce  operating  costs.  The
result of the study led to a re-engineering  of business  processes and eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased  capitalization  of  such  costs  by  approximately  $113,000  in 2002
compared to 2001.

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 $607,000, less accumulated  amortization
of approximately  $27,000,  are included in other assets and are being amortized
on a straight-line  basis over the life of the loans.  Amortization  expense for
2002 was approximately $66,000 and is included in interest expense. Amortization
expense  is  expected  to be  approximately  $60,000  for each of the years 2003
through 2006 and approximately $52,000 for 2007.

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 and fully
reserves all balances  outstanding over thirty days. 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  public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising expense,  included in operating expense,  was approximately  $87,000
and $96,000 for the years ended December 31, 2002 and 2001, 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  2001
information to conform to the 2002 presentation.  These reclassifications had no
impact on net income or partners' capital as previously reported.

Recent Accounting Pronouncements

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  statements of operations for the year ended December 31, 2001 have
been   restated   as  of  January  1,  2001  to  reflect   the   operations   of
Foxfire/Barcelona  Apartments  and Nottingham  Square  Apartments as income from
discontinued  operations due to the sale of  Foxfire/Barcelona  in November 2000
and  Nottingham  Square in  December  2002.  During  the first  quarter of 2001,
certain   accruals   of   approximately   $132,000   related   to  the  sale  of
Foxfire/Barcelona  Apartments in November 2000 were reversed due to actual costs
being less than  anticipated.  This accrual  reversal is included as income from
discontinued operations in the year ended December 31, 2001.

Effective  April 1, 2002, the Partnership  adopted SFAS No. 145,  "Rescission of
FASB  Statements No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from  extinguishment
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual in nature and occur  infrequently.  Neither of these criteria applies to
the Partnership.  As a result, the accompanying statements of operations reflect
the loss on early extinguishment of debt at River Reach Apartments,  Rocky Creek
Apartments and Carriage House  Apartments as interest  expense and the losses on
early  extinguishment  of  debt  at  Nottingham  Square  Apartments  due  to the
refinance  in  November  2002 and the sale in December  2002 as a  component  of
income from discontinued operations.

Note B - Mortgage Notes Payable

<TABLE>
<CAPTION>


                                Principal     Monthly                           Principal
                               Balance At     Payment     Stated                 Balance
                              December 31,   Including   Interest  Maturity      Due At
Property                          2002        Interest     Rate      Date       Maturity
                                   (in thousands)                            (in thousands)
Rocky Creek Apartments
<S>                             <C>            <C>         <C>      <C>  <C>     <C>
 1st mortgage                   $ 2,340        $ 9         (1)      9/16/07      $ 2,063

Carriage House Apartments
 1st mortgage                     1,898           7        (1)      9/16/07        1,673

River Reach Apartments
 1st mortgage                    10,532          84       7.16%    06/01/22           --

Village Garden Apartments
 1st mortgage                     4,310          36       7.22%    01/01/21           --

                                $19,080       $ 136                              $ 3,736
</TABLE>

(1)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index plus 85 basis points. The rate at December 31, 2002 was 2.16%.

On May 15, 2002,  the  Partnership  refinanced the mortgages  encumbering  River
Reach Apartments.  The refinancing  replaced the first mortgage of approximately
$6,048,000 and the second mortgage of approximately $252,000 with a new mortgage
in the amount of $10,654,000. The new mortgage carries a stated interest rate of
7.16% compared to the 7.60% interest rate on the old mortgages.  Payments on the
mortgage  loan are due monthly  until the loan matures on June 1, 2022, at which
time it is scheduled to be fully  amortized.  Total  capitalized loan costs were
approximately  $292,000 during the year ended December 31, 2002. The Partnership
recognized a loss on the early  extinguishment of debt of approximately  $48,000
during the year ended December 31, 2002 due to the write off of unamortized loan
costs and debt  discounts.  This  amount is included  in  interest  expense.  In
addition,  the Partnership was required to deposit approximately  $100,000 in an
escrow  account  with the lender in order to  complete  required  repairs at the
property.

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

During December 2002 the loans were sold to Fannie Mae under a permanent  credit
facility  ("Permanent  Credit  Facility").  The Permanent  Credit Facility has a
maturity of five years,  with one five-year  extension  option.  This  Permanent
Credit  Facility  also creates  separate  loans for each  property  that are not
cross-collateralized or cross-defaulted with the other property loans. Each note
under this Permanent Credit Facility will begin as a variable rate loan with the
option of converting  to a fixed rate loan after three years.  The interest rate
on the variable rate loans is the Fannie Mae discounted mortgage-backed security
index plus 85 basis  points.  The rate was 2.16% at  December  31, 2002 and will
reset monthly.  Each loan will automatically  renew at the end of each month. In
addition,   monthly   principal   payments  are  required  based  on  a  30-year
amortization schedule,  using the interest rate in effect during the first month
that any property is on the Permanent Credit Facility.  The loans are prepayable
without penalty.

The refinancing of the Rocky Creek  Apartments loans replaced the first mortgage
of approximately  $1,753,000 and second mortgage of approximately $74,000 with a
new  mortgage in the amount of  $2,340,000.  Total  capitalized  loan costs were
approximately  $105,000 during the year ended December 31, 2002. The Partnership
recognized a loss on the early  extinguishment  of debt of approximately  $5,000
during the year ended December 31, 2002 due to the write off of unamortized loan
costs and debt discounts. This amount is included in interest expense.

The  refinancing  of the  Carriage  House  Apartments  loans  replaced the first
mortgage  of  approximately  $1,616,000  and second  mortgage  of  approximately
$68,000 with a new mortgage in the amount of $1,898,000.  Total capitalized loan
costs were  approximately  $88,000  during the year ended December 31, 2002. The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately  $5,000  during the year ended  December 31, 2002 due to the write
off of unamortized loan costs and debt discounts.  In addition,  the Partnership
was required to deposit  approximately  $198,000 in a repair escrow account with
the lender in order to complete required repairs at the property.

On November 15, 2002,  the  Partnership  refinanced  the  mortgages  encumbering
Nottingham  Square  Apartments.  The refinancing  replaced the first mortgage of
approximately  $6,296,000 and the second mortgage of approximately $268,000 with
a new mortgage of approximately $10,300,000 under the Initial Credit Facility as
discussed above. Total capitalized loan costs were approximately $238,000 at the
time of the refinance and are included in loss on early  extinguishment of debt.
The  Partnership   recognized  a  loss  on  early   extinguishment  of  debt  of
approximately  $247,000 during the year ended December 31, 2002 due to the write
off of  unamortized  loan costs and debt  discounts.  This amount is included in
income from discontinued  operations due to the sale of the property in December
2002.  In  addition,  the  Partnership  was  required  to deposit  approximately
$456,000  in a repair  escrow  account  with  the  lender  in order to  complete
required  repairs at the  property.  Subsequent  to year end,  these  funds were
returned to the Partnership.

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 on River Reach and Village Garden Apartments 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, 2002 are as follows (in thousands):

                                     2003      $   479
                                     2004          510
                                     2005          542
                                     2006          577
                                     2007        4,322
                                Thereafter      12,650
                                               $19,080

Note C - 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,
                                                       2002           2001

Net income as reported                               $13,371          $ 890
Add (deduct):
     Amortization of present value
       discounts                                          91              54
     Depreciation differences                            268             (40)
     Change in prepaid rental income                     (36)             32
     Gain on disposal                                  2,884              --
     Other                                               146              22

Federal taxable income                               $16,724          $ 958

Federal taxable income per limited
     partnership unit                                $392.91         $ 22.40

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              $ (3,847)
            Land and buildings                            (72)
            Accumulated depreciation                   (6,188)
            Syndication                                 5,286
            Other                                         297

            Net liabilities - tax basis              $ (4,524)

Note D - Transactions with Affiliated Parties

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

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts from all of the  Registrant's  properties as compensation for providing
property   management   services.   The  Registrant   paid  to  such  affiliates
approximately $459,000 and $501,000 during the years ended December 31, 2002 and
2001,  respectively,  which is included in  operating  expenses  and income from
discontinued operations.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $386,000 and
$609,000 for the years ended December 31, 2002 and 2001,  respectively  which is
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$84,000  and  $296,000  for  the  years  ended   December  31,  2002  and  2001,
respectively. The construction management service fees are calculated based on a
percentage of additions to investment properties.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Foxfire/Barcelona  Village  during  2000 and  Nottingham  Square  Apartments  in
December 2002, the Corporate  General  Partner is entitled to a commission of up
to 1% for its assistance in the sale.  Payment of such commission is subordinate
to the limited  partners  receiving a cumulative 7% return on their  investment.
This  return  has not yet  been  met,  and  accordingly,  the  combined  fees of
approximately  $342,000  have been accrued and are included in due to affiliates
in the accompanying balance sheet at December 31, 2002.

During the year ended  December 31, 2002, the  Partnership  paid an affiliate of
the  Corporate  General  Partner  approximately   $252,000  for  brokerage  fees
associated with the refinancing of River Reach, Rocky Creek, Carriage House, and
Nottingham Square  Apartments.  The  approximately  $103,000 paid for Nottingham
Square  was  written  off when  the  property  was  sold  (see  "Note  F").  The
approximately  $149,000  paid for River Reach,  Rocky Creek and  Carriage  House
Apartments is included in other assets as loan costs on the accompanying balance
sheet.

During the year ended December 31, 2002, the Corporate  General Partner advanced
the  Partnership  funds to cover  expenses  related to the  refinancing of River
Reach and Carriage  House  Apartments  totaling  approximately  $481,000.  These
advances were repaid by the Partnership prior to December 31, 2002. Interest was
charged at prime plus 1%. Interest  expense on these advances was  approximately
$1,000 for the year ended December 31, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner. During the years ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$142,000 and $125,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 27,773 limited partnership units in
the Partnership  representing  65.62% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Corporate  General  Partner.  As a result of its ownership of 65.62% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. Although the Corporate General Partner owes fiduciary
duties to the limited partners of the Partnership, the Corporate General Partner
also owes fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the
duties of the Corporate  General Partner,  as managing  general partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the Corporate General Partner to AIMCO, as its sole stockholder.

Note E - 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        $ 2,340        $ 168     $ 3,821         $ 958
Carriage House
  Apartments                    1,898           166      3,038          1,204
River Reach Apartments         10,532         1,872     10,854          3,611
Village Garden
  Apartments                    4,310           420      3,050          1,358
Totals                        $19,080       $ 2,626    $20,763        $ 7,131

                          Gross Amount At Which Carried
                              At December 31, 2002
                                 (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 $ 4,779  $4,947   $ 2,881     1979    06/29/84     5-35

Carriage House Apartments
Gastonia, North Carolina      153   4,255   4,408     2,975   1970-1971 06/29/84     5-27

River Reach Apartments
Jacksonville, Florida       1,872  14,465  16,337     9,480     1971    01/30/85     5-27

Village Garden Apartments
Fort Collins, Colorado        420   4,408   4,828     2,756     1974    03/01/85     5-30

         Totals           $ 2,613 $27,907 $30,520   $18,092
</TABLE>


Reconciliation  of "investment  properties  and  accumulated  depreciation"  (in
thousands):

                                                       Twelve Months Ended
                                                  December 31,   December 31,
                                                      2002           2001
Investment Properties
Balance at beginning of period                      $ 45,710      $44,187
    Property improvements                              1,162        1,537
    Sale of Nottingham Square Apartments             (16,352)         (14)
Balance at end of period                            $ 30,520      $45,710

Accumulated Depreciation

Balance at beginning of period                      $ 26,332      $24,549
    Additions charged to expense                       1,867        1,783
    Sale of Nottingham Square Apartments             (10,107)          --
Balance at end of period                            $ 18,092      $26,332

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and  December  31,  2001 is  approximately  $30,447,000  and
$46,670,000, respectively. The accumulated depreciation taken for Federal income
tax  purposes  at  December  31, 2002 and  December  31,  2001 is  approximately
$24,513,000 and $36,857,000, respectively.

Note F - Sale of Investment Property

On December 20, 2002, the Partnership  sold Nottingham  Square  Apartments to an
unaffiliated  third party for  $20,000,000.  After  payment of closing  costs of
approximately  $327,000,  the net  proceeds  received  by the  Partnership  were
approximately  $19,673,000.  The  Partnership  used a portion of the proceeds to
repay the mortgage  encumbering the property of approximately  $10,300,000.  The
sale of the property resulted in a gain on the sale during the fourth quarter of
2002 of approximately $13,106,000.  In addition, the Partnership recorded a loss
on early  extinguishment of debt of approximately  $247,000,  as a result of the
write off of  unamortized  loan costs and debt  discounts,  which is included in
income from discontinued  operations.  Pursuant to the Partnership Agreement and
in  connection  with the sale,  the Corporate  General  Partner is entitled to a
commission  of up to 1% for  its  assistance  with  the  sale.  Payment  of such
commission  is  subordinate  to the limited  partners  receiving a cumulative 7%
return on their  investment.  This return has not yet been met and  accordingly,
approximately  $200,000  was accrued and unpaid at December  31, 2002 related to
this sale.

Note G - Subsequent Distribution

Subsequent to December 31, 2002 the Partnership declared and paid a distribution
of  approximately  $1,454,000.  Approximately  $126,000  or  $2.95  per  limited
partnership unit was paid from cash from operations and approximately $1,328,000
or $31.37 per limited  partnership unit was paid from remaining  proceeds of the
2002 sale of Nottingham Square.

Note H - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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              45    Executive Vice President and Director
Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer
Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

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,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Corporate  General Partner since April 1, 2002. Mr.  McAuliffe has served
as Executive  Vice  President of AIMCO since  February 1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the Corporate  General  Partner since April 1, 2002.  Mr.  Novosel has served as
Senior Vice  President and Chief  Accounting  Officer of AIMCO since April 2000.
From October 1993 until he joined  AIMCO,  Mr.  Novosel was a partner at Ernst &
Young LLP, where he served as the director of real estate advisory  services for
the  southern  Ohio  Valley  area  offices  but did not work on any  assignments
related to AIMCO or the Partnership.

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 have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 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 2003. Fees for
2002 were  audit  services  of  approximately  $52,000  and  non-audit  services
(principally tax-related) of approximately $25,000.

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, 2002.

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)                     12,862            30.39%

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 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

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 986 units during the current  fiscal year  increasing  its ownership to
12,862 or 30.39% 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.

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 $459,000 and $501,000 during the years ended December 31, 2002 and
2001,  respectively,  which is included in  operating  expenses  and income from
discontinued operations.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $386,000 and
$609,000 for the years ended December 31, 2002 and 2001,  respectively  which is
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$84,000  and  $296,000  for  the  years  ended   December  31,  2002  and  2001,
respectively. The construction management service fees are calculated based on a
percentage of additions to investment properties.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Foxfire/Barcelona  Village  during  2000 and  Nottingham  Square  Apartments  in
December 2002, the Corporate  General  Partner is entitled to a commission of up
to 1% for its assistance in the sale.  Payment of such commission is subordinate
to the limited  partners  receiving a cumulative 7% return on their  investment.
This  return  has not yet  been  met,  and  accordingly,  the  combined  fees of
approximately  $342,000  have been accrued and are included in due to affiliates
in the accompanying balance sheet at December 31, 2002.

During the year ended  December 31, 2002, the  Partnership  paid an affiliate of
the  Corporate  General  Partner  approximately   $252,000  for  brokerage  fees
associated with the refinancing of River Reach, Rocky Creek, Carriage House, and
Nottingham Square  Apartments.  The  approximately  $103,000 paid for Nottingham
Square  was  written  off when  the  property  was  sold  (see  "Note  F").  The
approximately  $149,000  paid for River Reach,  Rocky Creek and  Carriage  House
Apartments is included in other assets as loan costs on the accompanying balance
sheet.

During the year ended December 31, 2002, the Corporate  General Partner advanced
the  Partnership  funds to cover  expenses  related to the  refinancing of River
Reach and Carriage  House  Apartments  totaling  approximately  $481,000.  These
advances were repaid by the Partnership prior to December 31, 2002. Interest was
charged at prime plus 1%. Interest  expense on these advances was  approximately
$1,000 for the year ended December 31, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner. During the years ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$142,000 and $125,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 27,773 limited partnership units in
the Partnership  representing  65.62% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Corporate  General  Partner.  As a result of its ownership of 65.62% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. Although the Corporate General Partner owes fiduciary
duties to the limited partners of the Partnership, the Corporate General Partner
also owes fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the
duties of the Corporate  General Partner,  as managing  general partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the Corporate General Partner to AIMCO, as its sole stockholder.
                                     PART IV

Item 13.    Exhibits and Reports on Form 8-K

            (a)   Exhibits:

                  See Exhibit Index attached.

            (b) Reports on Form 8-K filed during the fourth quarter of 2002:

                  None.

Item 14.    Controls and Procedures

The principal executive officer and principal financial officer of the Corporate
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                   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/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President and
                                          Chief Accounting Officer

                              Date: March 31, 2003


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Partnership and in the capacities and on the
dates indicated.

/s/Patrick J. Foye      Executive Vice President      Date: March 31, 2003
Patrick J. Foye         and Director

/s/Thomas C. Novosel    Senior Vice President         Date: March 31, 2003
Thomas C. Novosel       and Chief Accounting Officer



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 31, 2003

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

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 31, 2003

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

                              SHELTER PROPERTIES VI

                                  EXHIBIT INDEX

Exhibit Number    Description of Exhibit


 3                See Exhibit 4(a)

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

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

10(iii)           Contracts related to refinancings of debt:

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

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

            (i)   Multifamily Note dated May 15, 2002 between Shelter Properties
                  VI and Keycorp  Real Estate  Capital  Markets,  Inc.,  an Ohio
                  corporation, securing River Reach Apartments. Filed as Exhibit
                  10(iii)(i)  of the  Partnership's  Quarterly  Report  on  Form
                  10-QSB for the quarter  ended June 30,  2002 and  incorporated
                  herein by reference.

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

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

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

            (m)   Multifamily  Note by and among Shelter  Properties VI and GMAC
                  Commercial Mortgage Corporation, a California corporation,  to
                  secure loan for Nottingham Square Apartments attached herein.

      (iv) Contracts related to disposition of properties:

            (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).
            (c)   Purchase and Sale Contract between Registrant and BH Equities,
                  LLC, an Iowa limited liability company,  dated October 8, 2002
                  filed with Form 8-K on January 6, 2003 and incorporated herein
                  by reference.

            (d)   First   Amendment  to  Purchase  and  Sale  Contract   between
                  Registrant  and BH Equities,  LLC, an Iowa  limited  liability
                  company dated  November 7, 2002 filed with Form 8-K on January
                  6, 2003 and incorporated herein by reference.

            (e)   Second   Amendment  to  Purchase  and  Sale  Contract  between
                  Registrant  and BH Equities,  LLC, an Iowa  limited  liability
                  company dated November 15, 2002 filed with Form 8-K on January
                  6, 2003 and incorporated herein by reference.

            (f)   Assignment of Purchase Agreement between BH Equities,  LLC, an
                  Iowa  limited   liability   company,   and  Nottingham  Square
                  Apartments, LP, an Iowa limited partnership dated November 25,
                  2002 filed  with Form 8-K on January 6, 2003 and  incorporated
                  herein by reference.

99   Certification of Chief Executive Officer and Chief Financial Officer.


Exhibit 99


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



In  connection  with the Annual  Report on Form 10-KSB of Shelter  Properties VI
Limited  Partnership (the  "Partnership"),  for the annual period ended December
31, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the chief  executive
officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
chief financial officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                    /s/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 31, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 31, 2003


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

<PAGE>

                                                                Exhibit 10iii(m)

                                                    Nottingham Square Apartments

                                MULTIFAMILY NOTE
                                 (VARIABLE LOAN)


US $10,300,000.00                                       As of November 1, 2002


      FOR VALUE RECEIVED,  the undersigned  ("Borrower")  promises to pay to the
order of GMAC COMMERCIAL MORTGAGE  CORPORATION,  a California  corporation,  the
principal  sum of Ten Million  Three  Hundred  Thousand  and 00/100  Dollars (US
$10,300,000.00),  with  interest  on each  Variable  Loan at an  annual  rate as
calculated in Section 3 hereof.

      This Note is executed and delivered by Borrower  pursuant to one of either
(i) that certain Amended and Restated Loan Agreement,  dated as of September 16,
2002, by and among certain  borrowers  signatory thereto and Lender or (ii) that
certain  Loan  Agreement  dated as of  November  1, 2002,  by and among  certain
borrowers  signatory  thereto  and  Lender.  As  used  herein,  the  term  "Loan
Agreement"  shall  mean  whichever  of  the  loan  agreements  described  in the
preceding  sentence  shall  apply  from time to time in  accordance  with  their
respective  terms,  along  with  all  amendments,   supplements,   replacements,
restatements or other  modifications  thereto or thereof from time to time made.
The Loan Agreement shall evidence the obligation of Borrower to repay a Variable
Loan  made by  Lender  to  Borrower  in  accordance  with the  terms of the Loan
Agreement.  This  Note is  entitled  to the  benefit  and  security  of the Loan
Documents provided for in the Loan Agreement,  to which reference is hereby made
for a statement of all of the terms and conditions under which the Variable Loan
evidenced  hereby is made. The Loan Agreement  requires  certain of the terms of
each  Variable  Loan to be  evidenced  by one or a series  of Loan  Confirmation
Instruments,  and  reference  is  hereby  made to each  such  Loan  Confirmation
Instrument for such terms.

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  or any  other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument  under  Section 12 of the Security  Instrument.  Event of Default and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings  given to such terms in the Loan  Agreement  or, if not  defined in the
Loan Agreement,  as defined in the Security  Instrument (as defined in Paragraph
5).

2.  Address for  Payment.  All  payments due under this Note shall be payable at
GMAC  Commercial  Mortgage  Corporation,  200 Witmer Road,  Horsham,  PA 19044 ,
Attention: Servicing - Account Manager, or such other place as may be designated
by written notice to Borrower from or on behalf of Lender.

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

(a) This Note shall  evidence  a Variable  Loan made from time to time under the
Loan  Agreement.  The Variable Loan shall bear interest at a rate  determined in
accordance with Section 2.01 of the Loan Agreement.

(b) Borrower shall pay imputed  interest on each Variable Loan in advance in the
form of a Discount in  accordance  with  Section  1.04(b) of the Loan  Agreement
(except that  Borrower  shall pay actual  interest on the Variable  Loan for the
partial month period,  if any, in  accordance  with Section  1.04(a) of the Loan
Agreement).

(c) Borrower shall make monthly  payments of principal each in the amount as set
forth on the  attached  Amortization  Schedule.  Lender  shall  apply  each such
principal  payment  to the  outstanding  principal  amount  of the  Loan  on the
Rollover Date next  following  receipt of any such payment.  If not sooner paid,
the entire principal amount of the Variable Loan shall be due and payable on the
earlier of (i) the termination of the Loan Agreement  pursuant to subsection (e)
of  Section  1.02  thereof,  (ii) the  fifth  anniversary  (unless  such date is
extended  pursuant to Section  1.07 of the Loan  Agreement,  in which case,  the
tenth anniversary) of the Initial Closing Date or (iii) the maturity date of any
outstanding MBS, unless either (A) not less than five Business Days prior to the
maturity  date of the  outstanding  MBS,  a  Borrower  has  requested  that  the
outstanding  MBS be renewed  with a new MBS or converted to a Fixed Loan to take
effect on the  maturity  date of the  outstanding  MBS and such new MBS has been
issued or conversion has occurred or (B) the MBS is automatically renewed, which
automatic  renewal  shall  occur in the event that a Borrower  does not make the
request set forth in subpart  (iii)(A) above and does not give Lender notice not
less than five Business days prior to the maturity date of the  outstanding  MBS
that the  Variable  Loan  related to such  outstanding  MBS shall be paid on the
maturity date of such  outstanding  MBS (the "Maturity  Date").  Any MBS that is
issued as a result of an automatic  renewal of a maturing MBS as contemplated by
subpart  (iii)(B) above shall have a maturity date of three (3) months after the
MBS Issue Date.

(d) In addition to payment of principal and the Discount, Borrower shall pay the
Variable  Loan  Fee  due on  each  Variable  Loan  in  accordance  with  Section
1.04(b)(ii) of the Loan Agreement.

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

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

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

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

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

9. Limits on Personal Liability.

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

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the  Indebtedness  equal to any loss or damage suffered by Lender as a result
of (1)  failure  of  Borrower  to pay to Lender  upon  demand  after an Event of
Default,  all  Rents to which  Lender  is  entitled  under  Section  3(a) of the
Security  Instrument  and the  amount  of all  security  deposits  collected  by
Borrower  from tenants then in  residence;  (2) failure of Borrower to apply all
insurance  proceeds  and  condemnation  proceeds  as  required  by the  Security
Instrument;  (3) failure of Borrower to comply with Section  14(d) or (e) of the
Security Instrument  relating to the delivery of books and records,  statements,
schedules  and  reports;  (4) fraud or  written  material  misrepresentation  by
Borrower or any officer,  director,  partner,  member or employee of Borrower in
connection  with the  application  for or  creation of the  Indebtedness  or any
request  for any action or consent by  Lender;  or (5)  failure to apply  Rents,
first,  to the payment of  reasonable  operating  expenses  (other than Property
management  fees  that are not  currently  payable  pursuant  to the terms of an
Assignment of Management  Agreement or any other  agreement with Lender executed
in  connection  with the  Loan) and then to  amounts  ("Debt  Service  Amounts")
payable  under this Note,  the Security  Instrument  or any other Loan  Document
(except  that  Borrower  will not be  personally  liable (i) to the extent  that
Borrower lacks the legal right to direct the  disbursement  of such sums because
of a  bankruptcy,  receivership  or similar  judicial  proceeding,  or (ii) with
respect to Rents that are  distributed in any calendar year if Borrower has paid
all operating expenses and Debt Service Amounts for that calendar year).

(c) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not permitted by Section 33 of the Security  Instrument;  or (2) a Transfer that
is an Event of Default under Section 21 of the Security Instrument.

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

10.  Voluntary and  Involuntary  Prepayments.  Pursuant to the terms of the Loan
Agreement,  Borrower shall pay the entire amount of the Discount on any Variable
Loan in advance.  Accordingly,  any Variable  Loan may be prepaid in whole or in
part and at any  time  without  penalty.  Borrower  shall  give  Lender  six (6)
Business Days advance notice of any prepayment.

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

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

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

14. Loan Charges. If any applicable law limiting the amount of interest or other
charges  permitted to be collected from Borrower in connection  with the Loan is
interpreted  so that any  interest  or  other  charge  provided  for in any Loan
Document,  whether considered separately or together with other charges provided
for in any other Loan  Document,  violates that law, and Borrower is entitled to
the benefit of that law, that interest or charge is hereby reduced to the extent
necessary to eliminate that  violation.  Borrower agrees to an effective rate of
interest  that is the  stated  rate of  interest  plus  any  additional  rate of
interest  resulting  from  any  other  charges  or fees  that  are to be paid by
Borrower to Lender that may be found by a court of competent  jurisdiction to be
interest.  The  amounts,  if any,  previously  paid to  Lender  in excess of the
permitted  amounts  shall be applied  by Lender to reduce  the unpaid  principal
balance of this Note. For the purpose of determining  whether any applicable law
limiting the amount of interest or other charges  permitted to be collected from
Borrower has been violated,  all Indebtedness that constitutes interest, as well
as all other charges made in connection  with the  Indebtedness  that constitute
interest,  shall be deemed to be  allocated  and spread  ratably over the stated
term of the Note.  Unless otherwise  required by applicable law, such allocation
and  spreading  shall be  effected in such a manner that the rate of interest so
computed is uniform throughout the stated term of the Note.

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

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

17. Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL. The provisions
of Section  11.07 of the Loan  Agreement  (entitled  "Choice of Law;  Consent to
Jurisdiction;  Waiver of Jury Trial") are hereby  incorporated into this Note by
this  reference  to the fullest  extent as if the text of such  Section were set
forth in its entirety herein.

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

19. Notices. All notices, demands and other communications required or permitted
to be given by  Lender  to  Borrower  pursuant  to this  Note  shall be given in
accordance with Section 11.09 of the Loan Agreement.

20.  Security for this Note.  Reference is made hereby to the Loan Agreement and
the Security  Documents for additional rights and remedies of Lender relating to
the  indebtedness  evidenced  by this  Note.  Each  Security  Document  shall be
released in accordance with the provisions of the Security Documents.

21. Loan May Not Be  Reborrowed.  Borrower may not  re-borrow  any amounts under
this Note which it has previously borrowed and repaid under this Note.

22. Default Under Loan Agreement and Other Loan Documents.  The occurrence of an
Event of Default  under the Loan  Agreement  or the  Security  Instrument  shall
constitute  an "Event of Default"  under this Note in  accordance  with the Loan
Agreement  and the  Security  Instrument.  Upon  the  occurrence  of an Event of
Default  under  the  Loan  Agreement  or the  Security  Instrument,  the  entire
principal  amount  outstanding  hereunder and accrued  interest thereon shall at
once become due and payable, at the option of the holder hereof.

23. Loan Confirmation  Instruments;  Accounting for Variable Loans. The terms of
the Loan  Agreement  and this Note  govern the  repayment,  and all other  terms
relating  to  the  Variable  Loan.  However,   Borrower  shall  execute  a  Loan
Confirmation  Instrument  to create a physical  instrument  evidencing  each MBS
issued to fund the Variable Loan. The Loan Confirmation  Instrument  executed by
Borrower in accordance  with Section 2.02 of the Loan Agreement  shall set forth
the amount,  term,  Discount,  Closing Date and certain  other terms of each MBS
issued  to fund the  Variable  Loan.  The  Loan  Confirmation  Instrument  shall
conclusively  establish each of the terms  described in the preceding  sentence,
absent manifest  error.  The MBS evidenced by the Loan  Confirmation  Instrument
does not represent a separate  indebtedness from that evidenced by this Note. In
making  proof of this  Note,  no other  documents  other than this Note shall be
required.  In making proof of the amount and terms of the  outstanding  Variable
Loans under this Note, this Note, the related Loan Confirmation Instruments, and
Lender's records concerning  payments made by Borrower under this Note, shall be
conclusive  evidence of the terms and outstanding  amounts of the Variable Loan,
absent manifest error.

24.  Modifications to Note.  There are standard  modifications to this Note that
are attached as Exhibit B-1 and Exhibit B-2 hereto.  In  addition,  there may be
special  modifications  to this Note  attached as Exhibit  B-3 hereto.  All such
exhibits are hereby incorporated into this Note as a part hereof.

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





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                                    SHELTER PROPERTIES VI LIMITED PARTNERSHIP, a
                                       South Carolina limited partnership

                                    By:   Shelter Realty VI Corporation, a South
                                          Carolina corporation, its managing
                                          general partner



                                          By:   /s/Patti K. Fielding
                                               Patti K. Fielding
                                               Senior Vice President



      Pay  to the  order  of  ________________________________________,  without
recourse.



                                    GMAC COMMERCIAL MORTGAGE CORPORATION, a
                                      California corporation



                                    By:
                                      Name:
                                     Title: