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, 2004

[ ]   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.  $2,617,000

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, 2004. 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.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     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 Partnership 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
Partnership  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
Partnership  has not  received,  nor are  limited  partners  required  to  make,
additional capital contributions.

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



<PAGE>



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 Partnership 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.

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect  on rent an  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism. The Corporate General Partner does not anticipate that these costs
will have a negative effect on the Partnership's  financial condition or results
of operations.

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

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

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




<PAGE>


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

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

Schedule of Properties

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

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

Rocky Creek
<S>                   <C>         <C>           <C>                      <C>
  Apartments          $ 5,068     $ 3,230       5-35 yrs       SL        $  563

Carriage House
  Apartments            4,897       3,390       5-27 yrs       SL           752

Village Gardens
  Apartments            5,029       3,179       5-30 yrs       SL         1,063

                      $14,994     $ 9,799                                $2,378
</TABLE>

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



<PAGE>


Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Partnership's properties.
<TABLE>
<CAPTION>

                        Principal                                          Principal
                       Balance At                                           Balance
                      December 31,    Interest     Period     Maturity      Due At
Property                  2004          Rate      Amortized     Date      Maturity(1)
                     (in thousands)                                     (in thousands)

Rocky Creek
  Apartments
<S>                      <C>             <C>      <C>         <C>  <C>      <C>
  1st mortgage           $ 2,226         (2)      30 years    9/15/07       $ 2,068

Carriage House
  Apartments
  1st mortgage             1,806         (2)      30 years    9/15/07         1,677

Village Gardens
  Apartments
  1st mortgage             4,061      7.22% (1)   20 years    01/01/21           --
                         $ 8,093                                            $ 3,745
</TABLE>

(1)   Fixed rate mortgage.

(2)   Adjustable  rate  based  on  the  Fannie  Mae  discounted  mortgage-backed
      security  index  ("DMBS") plus 85 basis  points.  The rate at December 31,
      2004 was 3.07%.

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

Rental Rates and Occupancy

Average  annual rental rates and occupancy for the years ended December 31, 2004
and 2003 for each property:
<TABLE>
<CAPTION>

                                 Average Annual
                                  Rental Rates                  Average Annual
                                   (per unit)                     Occupancy
                             Year Ended December 31,       Year Ended December 31,
                               2004           2003           2004           2003

<S>                           <C>            <C>             <C>             <C>
Rocky Creek Apartments        $7,116         $6,950          95%             95%
Carriage House
  Apartments (1)               6,987          7,166          95%             85%
Village Gardens
  Apartments (1)               7,383          8,032          85%             74%
</TABLE>

(1)   The Corporate General Partner attributes the increase in average occupancy
      at Carriage House and Village  Gardens  Apartments to increased  marketing
      efforts by the local  management  at the  properties  and reduced  average
      rental 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 2004 for each property were as follows:

                                     2004              2004
                                    Billing            Rate
                                 (in thousands)

Rocky Creek Apartments               $ 29             3.03%
Carriage House Apartments              47             1.43%
Village Gardens Apartments             50             8.80%

Capital Improvements

Rocky Creek Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$67,000 in capital  improvements at Rocky Creek Apartments  consisting primarily
of floor covering replacements, furniture and fixtures and air conditioning unit
upgrades. The improvements were funded from operating cash flow. The Partnership
regularly  evaluates the capital  improvement  needs of the property.  While the
Partnership  has  no  material   commitments  for  property   improvements   and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Carriage House Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$284,000  in  capital  improvements  at  Carriage  House  Apartments  consisting
primarily of exterior building painting, gutter replacement,  land improvements,
floor covering  replacements,  air conditioning  unit and swimming pool upgrades
and plumbing fixtures.  These improvements were funded from operating cash flow.
The  Partnership  regularly  evaluates  the  capital  improvement  needs  of the
property.  While  the  Partnership  has no  material  commitments  for  property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

River Reach Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$130,000 in capital  improvements at River Reach Apartments primarily consisting
of floor covering  replacements,  plumbing  fixtures and furniture and fixtures.
These  improvements  were funded from  replacement  reserves and operating  cash
flow. The  Partnership  sold River Reach  Apartments to a third party during the
third quarter of 2004.

Village Gardens Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$104,000  in capital  improvements  at  Village  Gardens  Apartments  consisting
primarily  of floor  covering  replacements,  water heater  upgrades,  and major
landscaping.  These  improvements  were funded  from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

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

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

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in  connection  with the second  appeal.  The Court of Appeals heard oral
argument  on both  appeals on  September  22,  2004 and took the  matters  under
submission.

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.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Corporate General Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Corporate General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of operations.

Item 4.     Submission of Matters to a Vote of Partners

During the year ended  December 31, 2004,  no matter was  submitted to a vote of
unitholders through the solicitation of proxies or otherwise.


<PAGE>


                                     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, 2004,  the
Partnership  had 1,486  holders of record  owning an aggregate of 42,324  Units.
Affiliates  of the  Corporate  General  Partner  owned 28,435 Units or 67.18% at
December 31, 2004. No public trading market has developed for the Units,  and it
is not anticipated that such a market will develop in the future.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands except per unit data):
<TABLE>
<CAPTION>

                      Year Ended      Per Limited       Year Ended      Per Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit

<S>                     <C>              <C>             <C>              <C>
Operations              $ 100            $ 2.34          $ 1,441          $ 33.72
Sale (1)                    --               --            1,328            31.37
Sale (2)                17,900           422.93               --               --
                       $18,000          $425.27          $ 2,769          $ 65.09
</TABLE>

(1) Proceeds from the sale of Nottingham Square Apartments in 2002. (2) Proceeds
from the sale of River Reach Apartments in August 2004.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  the timing of debt maturities,  property sales and/or refinancings.
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  in 2005 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 28,435  Units in the  Partnership
representing  67.18% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  67.18% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General  Partner to AIMCO as its
sole stockholder.

<PAGE>

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  realized net income of  approximately  $21,682,000 for the year
ended December 31, 2004 compared to a net loss of approximately $120,000 for the
year ended December 31, 2003. The increase in net income is primarily due to the
sale of River Reach Apartments during the year ended December 31, 2004.

On August 30, 2004, the Partnership sold River Reach Apartments to a third party
for approximately  $31,683,000.  After payment of closing costs of approximately
$645,000,  the net  proceeds  received  by the  Partnership  were  approximately
$31,038,000.  The  Partnership  used a  portion  of the  proceeds  to repay  the
mortgage encumbering the property of approximately $10,091,000.  The sale of the
property  resulted  in a gain  on the  sale  of  approximately  $24,597,000.  In
addition,  the Partnership  recorded a loss on early  extinguishment  of debt of
approximately $2,727,000, as a result of the write off of unamortized loan costs
and a prepayment  penalty,  which is included in (loss) income from discontinued
operations.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting   for  the  Impairment  or  Disposal  of  Long-Lived   Assets"'  the
accompanying  statement of operations  for the year ended  December 31, 2003 has
been restated to reflect the operations of River Reach Apartments as income from
discontinued operations due to the sale of the property in August 2004.

Loss from discontinued operations is approximately $2,650,000 for the year ended
December  31,  2004 as  compared  to  income  from  discontinued  operations  of
approximately  $118,000 for the year ended  December  31, 2003.  Included in the
(loss)  income  from  discontinued  operations  are  revenues  of  approximately
$1,895,000  and  $2,880,000  for the years  ended  December  31,  2004 and 2003,
respectively,  for  River  Reach  Apartments,  which  sold in  August  2004.  In
addition,  the income from  discontinued  operations for the year ended December
31, 2003  includes a refund of property  tax of  approximately  $193,000 and the
write off of expense  reserves of  approximately  $75,000 for Nottingham  Square
Apartments,  which sold in December 2002. The increase in loss from discontinued
operations was due to the loss on early  extinguishment of debt of approximately
$2,727,000 as discussed above.

The Partnership  recognized a loss from continuing  operations of  approximately
$265,000  for  the  year  ended  December  31,  2004,  compared  to  a  loss  of
approximately  $238,000 for the year ended  December  31, 2003.  The increase in
loss from continuing  operations for the year ended December 31, 2004, is due to
an increase in total expenses partially offset by an increase in total revenues.
Total  expenses  increased  due to an increase in  operating  and  property  tax
expenses,  partially offset by a decrease in general and administrative expense.
Operating  expenses  increased due to increases in property,  administrative and
advertising  expenses.  Property expense increased primarily due to increases in
salaries  and related  benefits at  Carriage  House and Rocky Creek  Apartments.
Administrative  expense  increased  primarily due to an increase in training and
travel  expense at all the  Partnership's  properties  and common area  cleaning
services at Village Gardens  Apartments.  Advertising  expense  increased due to
newspaper and periodical  advertising  expenses at Village  Gardens  Apartments.
Property tax expense increased due to a slight increase in the property tax rate
at Carriage House Apartments.

General and  administrative  expense decreased due to a decrease in the costs of
services included in management  reimbursements to the Corporate General Partner
allowed  under  the  Partnership   Agreement.   Also  included  in  general  and
administrative expenses for the years ended December 31, 2004 and 2003 are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

Total  revenues  increased for the year ended December 31, 2004 due to increases
in rental and other  income  partially  offset by a decrease in  casualty  gain.
Rental  income  increased  primarily  due to  increases in occupancy at Carriage
House and  Village  Gardens  Apartments,  partially  offset by a decrease in the
average  rental rates at Village  Gardens and Carriage House  Apartments.  Other
income  increased  primarily due to an increase in lease  cancellation  fees and
utility reimbursements at Village Gardens and Carriage House Apartments.

In August 2002,  Carriage  House  Apartments  experienced  an  electrical  fire,
causing damage to two units and an outside storage building.  A casualty gain of
approximately  $19,000 was recorded during the year ended December 31, 2003, due
to the receipt of insurance  proceeds of approximately  $25,000 net of the write
off of undepreciated damaged assets of approximately $6,000.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Corporate  General Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership from increases in expenses.  As part of this plan, the Corporate
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall  occupancy level.  However,  the Corporate  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions,  accordingly,  there  is no  guarantee  that the  Corporate  General
Partner will be able to sustain such a plan.  Further,  a number of factors that
are outside the control of the  Partnership  such as the local economic  climate
and weather can  adversely  or  positively  affect the  Partnership's  financial
results.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $269,000 compared to approximately $255,000 at December 31, 2003.
The increase in cash and cash  equivalents  of  approximately  $14,000 is due to
approximately  $30,514,000  and  $473,000  of cash  provided  by  investing  and
operating   activities,   respectively,   partially   offset  by   approximately
$30,973,000  of cash used in financing  activities.  Cash  provided by investing
activities consisted of proceeds from the sale of River Reach Apartments and, to
a lesser extent,  net withdrawals  from restricted  escrow  accounts,  partially
offset  by  property  improvements  and  replacements.  Cash  used in  financing
activities  consisted  of  repayment  of the  mortgage  encumbering  River Reach
Apartments,   principal   payments  made  on  the  mortgages   encumbering   the
Partnership's  properties,  prepayment  penalties  paid,  distributions  paid to
partners,  and  repayments  on advances  from  affiliates,  partially  offset by
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 Partnership and to comply with Federal,
state,  and local  legal and  regulatory  requirements.  The  Corporate  General
Partner  monitors  developments in the area of legal and regulatory  compliance.
For example,  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  regularly  evaluates  the  capital  improvement  needs  of the
property.  While  the  Partnership  has no  material  commitments  for  property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.  Cash  expenditures  will be incurred  only if cash is available  from
operations or from Partnership reserves. To the extent that capital improvements
are  completed  the  Partnership's  distributable  cash  flow,  if  any,  may be
adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive of capital improvements) of the Partnership. The mortgage encumbering
Village Gardens  Apartments of approximately  $4,061,000 matures in January 2021
at which time the  mortgage is scheduled to be fully  amortized.  The  mortgages
encumbering Rocky Creek and Carriage House Apartments aggregating  approximately
$4,032,000  have a maturity  date of  September  15, 2007 at which time  balloon
payments  totaling  approximately  $3,745,000  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, 2004 and 2003 (in thousands except per unit data):
<TABLE>
<CAPTION>

                      Year Ended      Per Limited       Year Ended      Per Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit

<S>                     <C>              <C>             <C>              <C>
Operations              $ 100            $ 2.34          $ 1,441          $ 33.72
Sale (1)                    --               --            1,328            31.37
Sale (2)                17,900           422.93               --               --
                       $18,000          $425.27          $ 2,769          $ 65.09
</TABLE>

(1) Proceeds from the sale of Nottingham Square Apartments in 2002. (2) Proceeds
from the sale of River Reach Apartments in August 2004.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the timing of debt maturities,  property sales and/or refinancings.
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 2005 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 28,435 limited  partnership  units
(the "Units") in the Partnership representing 67.18% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 67.18% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership. Although the Corporate General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

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, but are not limited
to, changes in national,  regional and local economic climate; local conditions,
such  as  an  oversupply  of  multifamily  properties;  competition  from  other
available  multifamily  property owners and changes in market rental rates.  Any
adverse  changes in these  factors could cause  impairment of the  Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.


<PAGE>



Item 7.     Financial Statements


SHELTER PROPERTIES VI

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Balance Sheet - December 31, 2004

      Statements of Operations - Years ended December 31, 2004 and 2003

      Statements of Changes in Partners'  Capital  (Deficiency)  - Years ended
      December 31, 2004 and 2003

      Statements of Cash Flows - Years ended December 31, 2004 and 2003

      Notes to Financial Statements


<PAGE>


           Report of Independent Registered Public Accounting Firm


The Partners
Shelter Properties VI


We have audited the  accompanying  balance sheet of Shelter  Properties VI as of
December  31,  2004,  and the  related  statements  of  operations,  changes  in
partners' capital (deficiency),  and cash flows for each of the two years in the
period  ended   December  31,  2004.   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 the standards of the Public  Company
Accounting Oversight Board (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 consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and 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, 2004, and the results of its operations and its cash flows for each
of the two years in the period  ended  December  31, 2004,  in  conformity  with
accounting principles generally accepted in the United States.

                                                          /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 10, 2005


<PAGE>





                              SHELTER PROPERTIES VI

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
<TABLE>
<CAPTION>



Assets
<S>                                                                            <C>
   Cash and cash equivalents                                                   $ 269
   Receivables and deposits                                                        151
   Restricted escrows                                                              162
   Other assets                                                                    307
   Investment properties (Notes B & E):
      Land                                                       $ 741
      Buildings and related personal property                     14,253
                                                                  14,994
      Less accumulated depreciation                               (9,799)        5,195
                                                                              $ 6,084

Liabilities and Partners' Capital (deficiency)

Liabilities
   Accounts payable                                                             $ 68
   Tenant security deposit liabilities                                              42
   Accrued property taxes                                                           97
   Other liabilities                                                               180
   Due to Affiliates (Note D)                                                      658
   Mortgage notes payable (Note B)                                               8,093

Partners' Capital (deficiency)
   General partners                                               $ 200
   Limited partners (42,324 units issued and outstanding)         (3,254)       (3,054)
                                                                              $ 6,084

              See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


                              SHELTER PROPERTIES VI

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

<TABLE>
<CAPTION>


                                                             Year Ended December 31,
                                                              2004            2003
 Revenues:                                                                 (Restated)
<S>                                                          <C>             <C>
   Rental income                                             $ 2,324         $ 2,213
   Other income                                                  293             222
   Casualty gain (Note G)                                         --              19
      Total revenues                                           2,617           2,454

Expenses:
   Operating                                                   1,455           1,267
   General and administrative                                    250             272
   Depreciation                                                  601             601
   Interest                                                      440             430
   Property taxes                                                136             122
      Total expenses                                           2,882           2,692

Loss from continuing operations                                 (265)           (238)
(Loss) income from discontinued operations (Note A)           (2,650)            118
Gain on sale of discontinued operations (Note F)              24,597              --
Net income (loss) (Note C)                                   $21,682         $ (120)

Net income (loss) allocated to general partners               $ 217           $ (1)
Net income (loss) allocated to limited partners               21,465            (119)
                                                             $21,682         $ (120)

Per limited partnership unit:
  Loss from continuing operations                            $ (6.19)        $ (5.57)
  (Loss) income from discontinued operations                  (61.99)           2.76
  Gain on sale of discontinued operations                     575.34              --
Net income (loss) per limited partnership                    $507.16         $ (2.81)

Distributions per limited partnership unit                   $425.27         $ 65.09

             See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                              SHELTER PROPERTIES VI

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

<TABLE>
<CAPTION>


                                       Limited
                                     Partnership    General     Limited
                                        Units      Partners     Partners      Total

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

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

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

Net loss for the year ended
  December 31, 2003                         --          (1)         (119)       (120)

Partners' deficit at
  December 31, 2003                     42,324         (16)       (6,720)     (6,736)

Distributions to partners                   --          (1)      (17,999)    (18,000)

Net income for the year ended
  December 31, 2004                         --         217        21,465      21,682

Partners' capital (deficiency) at
  December 31, 2004                     42,324       $ 200      $ (3,254)   $ (3,054)

              See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                              SHELTER PROPERTIES VI

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                        Year Ended
                                                                       December 31,
                                                                      2004      2003
Cash flows from operating activities:
<S>                                                                <C>          <C>
  Net income (loss)                                                $21,682      $ (120)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
     Depreciation                                                    1,013        1,292
     Amortization of loan costs                                         58           64
     Gain on sale of discontinued operations                       (24,597)          --
     Loss on early extinguishment of debt                            2,727           --
     Casualty gain                                                      --          (19)
     Change in accounts:
      Receivables and deposits                                           8           87
      Other assets                                                     (29)          (9)
      Accounts payable                                                 (29)        (149)
      Tenant security deposit liabilities                              (49)           4
      Accrued property taxes                                             6           29
      Due to affiliates                                                 83          (84)
      Other liabilities                                               (400)         359
           Net cash provided by operating activities                   473        1,454
Cash flows from investing activities:
  Property improvements and replacements                              (609)        (514)
  Net withdrawals from restricted escrows                               85          505
  Proceeds from the sale of discontinued operations                 31,038           --
  Insurance proceeds received                                           --           25
           Net cash provided by investing activities                30,514           16
Cash flows from financing activities:
  Repayment of mortgage note payable                               (10,091)          --
  Loan costs paid                                                       --          (16)
  Payments on mortgage notes payable                                  (425)        (471)
  Prepayment penalty paid                                           (2,457)          --
  Distributions to partners                                        (18,000)      (2,769)
  Advances from affiliates                                             250           --
  Repayment of advances from affiliates                               (250)          --
           Net cash used in financing activities                   (30,973)      (3,256)
Net increase (decrease) in cash and cash equivalents                    14       (1,786)
Cash and cash equivalents at beginning of year                         255        2,041

Cash and cash equivalents at end of year                            $ 269        $ 255
Supplemental disclosure of cash flow information:
  Cash paid for interest                                            $ 940       $ 1,132
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
    accounts payable                                                 $ 42        $ 66

              See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>

                              SHELTER PROPERTIES VI

                          NOTE TO FINANCIAL STATEMENTS

                                December 31, 2004

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 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 three apartment
properties  located in Georgia,  North  Carolina,  and  Colorado at December 31,
2004.

Basis of  Presentation:  In accordance  with SFAS No. 144,  "Accounting  for the
Impairment  or Disposal of Long-Lived  Assets",  the  accompanying  statement of
operations for the year ended December 31, 2003 has been restated to reflect the
operations  of  River  Reach  Apartments  as  loss  (income)  from  discontinued
operations.  The  Partnership  sold River Reach  Apartments  to a third party in
August 2004 (see "Note F" for further discussion).

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.

                                                    Years Ended December 31,
                                                     2004             2003
                                                         (in thousands)
Net cash provided by operating activities            $ 473          $ 1,454
  Payments on mortgage notes payable                   (425)           (471)
  Property improvements and replacements               (609)           (514)
  Change in restricted escrows, net                      85             505
  Changes in reserves for net operating
    Liabilities                                         410            (237)
  Additions to operating reserves                        --            (737)
     Net cash used in operations                     $ (66)           $ --

The Corporate General Partner used reserves of approximately  $66,000 during the
year ended December 31, 2004 and reserved approximately $737,000 during the year
ended December 31, 2003, to fund continuing  capital  improvements,  repairs and
operations at the Partnership's investment properties.

Distributions made from reserves no longer considered necessary by the Corporate
General  Partner are considered to be an additional net cash from operations for
allocation purposes.

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%.

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 years  ending  December  31, 2004 and 2003 was an increase of  approximately
$410,000 and a decrease of approximatley $237,000,  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, due to affiliate 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.

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  $235,000 at
December 31, 2004 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Restricted  Escrows: In connection with the 2002 refinancings of Carriage House,
River Reach and Nottingham Square Apartments,  approximately $754,000 of the net
proceeds  were  placed  in  capital  reserve  accounts  to be used for  property
improvements  as specified in the loan  agreements.  The remaining  reserves for
Nottingham  Square and River Reach were returned to the  Partnership in 2003 for
Nottingham Square and 2004 for River Reach upon the sale of those properties. At
December 31, 2004 the balance in this account for Carriage House  Apartments was
approximately $162,000.

Investment   Properties:   Investment  properties  consist  of  three  apartment
complexes and are stated at cost.  Acquisition fees are capitalized as a cost of
real estate. The Partnership capitalizes all expenditures in excess of $250 that
clearly relate to the acquisition and installation of real and personal property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as incurred. In accordance with 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. No adjustments for impairment of value were recorded in
the years ended December 31, 2004 or 2003.

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 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.

Deferred  Costs:  Loan  costs  of  approximately   $321,000,   less  accumulated
amortization of approximately  $116,000,  are included in other assets. The loan
costs are amortized over the terms of the related loan agreements.  Amortization
expense for 2004 was  approximately  $58,000 and is included in interest expense
and (loss) income from discontinued operations. Amortization expense is expected
to be approximately  $45,000 for 2005 and 2006,  approximately  $36,000 for 2007
and approximately $6,000 for 2008 and 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

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 will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. The Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current tenants and all receivables due from former tenants.

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  and (loss)  income from
discontinued  operations,  was approximately $117,000 and $108,000 for the years
ended December 31, 2004 and 2003, 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 value due to the short  term  maturity  of these
instruments.  The Partnership  estimates the fair value of its long-term debt by
discounting  future  cash flows  using a discount  rate  commensurate  with that
currently  believed to be available to the Partnership  for similar term,  fully
amortizing  long-term debt. The fair value of the  Partnership's  long term debt
approximates its carrying value.

Note B - Mortgage Notes Payable
<TABLE>
<CAPTION>

                               Principal     Monthly                            Principal
                              Balance At     Payment     Stated                  Balance
                             December 31,   Including   Interest   Maturity      Due At
Property                         2004       Interest      Rate       Date       Maturity
                                  (in thousands)                             (in thousands)
Rocky Creek Apartments
<S>                             <C>           <C>         <C>      <C>   <C>     <C>
  1st mortgage                  $ 2,226       $ 10        (2)      09/15/07      $ 2,068

Carriage House Apartments
  1st mortgage                    1,806           8       (2)      09/15/07        1,677

Village Gardens Apartments
Apartments
  1st mortgage                    4,061          36    7.22% (1)   01/01/21           --

                                $ 8,093       $ 54                               $ 3,745
</TABLE>

(1)   Fixed rate mortgage.

(2)   Adjustable  rate based on Fannie Mae discounted  mortgage-backed  security
      index plus 85 basis points. The rate at December 31, 2004 was 3.07%.

The mortgage notes payable are  non-recourse  and are secured by a pledge of the
Partnership's  rental properties and by a pledge of revenues from the respective
rental properties.  The note on Village Gardens Apartments includes a prepayment
penalty 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, 2004 are as follows (in thousands):

                                   2005          $ 236
                                   2006             257
                                   2007           3,988
                                   2008             172
                                   2009             185
                                Thereafter        3,255
                                                $ 8,093

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  (loss) and Federal
taxable income (in thousands, except per unit data):

                                                   For The Twelve Months Ended
                                                             December 31,
                                                       2004              2003

Net income (loss) as reported                        $21,682         $ (120)
Add (deduct):
  Depreciation differences                               457             687
  Change in prepaid rental income                        (67)             12
  Casualty gain                                           --             (19)
  Gain on disposal                                     3,196            (100)
  Other                                                 (459)            (25)

Federal taxable income                               $24,809          $ 435

Federal taxable income per limited partnership
  unit                                               $580.09         $ 10.18

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                $(3,054)
            Land and buildings                             398
            Accumulated depreciation                    (3,215)
            Syndication                                  5,286
            Other                                          524

            Net liabilities - tax basis                    (61)



<PAGE>


Note D - Transactions with Affiliated Parties

The  Partnership  has no employees and depends 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  receive 5% of gross receipts from
all of the  Partnership's  properties as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$231,000  and  $259,000  during  the years  ended  December  31,  2004 and 2003,
respectively,  which is included in operating  expenses  and (loss)  income from
discontinued operations.

Affiliates   of  the  Corporate   General   Partner   charged  the   Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$191,000  and  $198,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,  which is  included  in general and  administrative  expenses  and
investment  properties.   The  portion  of  these  reimbursements   included  in
investment  properties  for the years ended  December 31, 2004 and 2003 are fees
related to  construction  management  services  provided by an  affiliate of the
Corporate  General Partner of approximately  $38,000 and $21,000,  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, Nottingham Square Apartments in December
2002 and River Reach Apartments in August 2004, 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  $658,000 have been accrued and are included
in due to affiliates.

During the year ended  December 31, 2004, an affiliate of the Corporate  General
Partner  advanced the  Partnership  approximately  $250,000 to cover  additional
costs related to the sale of Nottingham Square Apartments.  Interest was charged
at prime plus 1% and amounted to approximately $3,000. The entire balance of the
loan plus interest was repaid during the same period. No such advances were made
during the year ended December 31, 2003.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During the years ended December 31, 2004 and 2003,
the  Partnership was charged by AIMCO and its affiliates  approximately  $74,000
and $75,000,  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 28,435 limited  partnership  units
(the "Units") in the Partnership representing 67.18% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 67.18% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership. Although the Corporate General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General  Partner to AIMCO as its
sole stockholder.

Note E - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

                                                Initial Cost
                                               To Partnership
                                               (in thousands)
                                                      Buildings         Cost
                                                     and Related    Capitalized
                                                       Personal    Subsequent to
       Description          Encumbrances     Land      Property     Acquisition
                           (in thousands)                          (in thousands)
<S>                           <C>            <C>       <C>            <C>
Rocky Creek Apartments        $ 2,226        $ 168     $ 3,821        $ 1,079
Carriage House
  Apartments                    1,806           166      3,038          1,693
Village Gardens
  Apartments                    4,061           420      3,050          1,559
Totals                        $ 8,093        $ 754     $ 9,909        $ 4,331
</TABLE>


                             Gross Amount At Which Carried
                                  At December 31, 2004
                                     (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    $ 4,900    $5,068    $ 3,230     1979    06/29/84     5-35


Carriage House
Apartments
Gastonia, North Carolina    153     4,744     4,897      3,390   1970-1971 06/29/84     5-27

Village Gardens
Apartments
Fort Collins, Colorado      420     4,609     5,029      3,179     1974    03/01/85     5-30

         Totals          $ 741    $14,253    $14,994  $ 9,799
</TABLE>

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

                                                       Twelve Months Ended
                                                          December 31,
                                                      2004           2003
Investment Properties
Balance at beginning of year                        $ 31,080       $ 30,520
  Property improvements                                  585            580
  Disposal of property                                    --            (20)
  Sale of River Reach Apartments                     (16,671)            --
Balance at end of year                              $ 14,994       $ 31,080

Accumulated Depreciation

Balance at beginning of year                        $ 19,370       $ 18,092
  Additions charged to expense                         1,013          1,292
  Disposal of property                                    --            (14)
  Sale of River Reach Apartments                     (10,584)            --
Balance at end of year                               $ 9,799       $ 19,370

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004  and  2003 is  approximately  $15,392,000  and  $30,948,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2004 and 2003 is  approximately  $13,014,000  and  $25,137,000,
respectively.

Note F - Sale of Investment Property

On August 30, 2004, the Partnership sold River Reach Apartments to a third party
for approximately  $31,683,000.  After payment of closing costs of approximately
$645,000,  the net  proceeds  received  by the  Partnership  were  approximately
$31,038,000.  The  Partnership  used a  portion  of the  proceeds  to repay  the
mortgage encumbering the property of approximately $10,091,000.  The sale of the
property  resulted  in a gain  on the  sale  of  approximately  $24,597,000.  In
addition,  the Partnership  recorded a loss on early  extinguishment  of debt of
approximately $2,727,000, as a result of the write off of unamortized loan costs
and a prepayment  penalty,  which is included in (loss) income from discontinued
operations.  The  results  of the  property's  operations  for the  years  ended
December  31, 2004 and 2003 are income of  approximately  $77,000 and  $101,000,
respectively, and are included in (loss) income from discontinued operations and
include revenues of approximately $1,895,000 and $2,880,000, respectively.

Note G - Casualty Event

In August 2002,  Carriage  House  Apartments  experienced  an  electrical  fire,
causing damage to two units and an outside storage building.  A casualty gain of
approximately  $19,000 was recorded during the year ended December 31, 2003, due
to the receipt of insurance  proceeds of approximately  $25,000 net of the write
off of undepreciated damaged assets of approximately $6,000.


<PAGE>


Note H - Contingencies

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

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

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in  connection  with the second  appeal.  The Court of Appeals heard oral
argument  on both  appeals on  September  22,  2004 and took the  matters  under
submission.

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.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Corporate General Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Corporate General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold  exposure.  Affiliates of the Corporate  General  Partner
have  implemented a national  policy and procedures to prevent or eliminate mold
from its  properties  and the  Corporate  General  Partner  believes  that these
measures will eliminate,  or at least minimize, the effects that mold could have
on residents.  To date, the  Partnership  has not incurred any material costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law regarding  mold is unsettled and subject to change the Corporate
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's financial condition or results of operations.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.

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

None.

Item 8a.    Controls and Procedures

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

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

None.


<PAGE>


                                    PART III

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

The Registrant has no directors or officers.  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  directors  and
officers of the  Corporate  General  Partner are set forth  below.  There are no
family relationships between or among any directors or officers.

Name                        Age    Position

Martha L. Long               45    Director and Senior Vice President
Harry G. Alcock              42    Director and Executive Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            48    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

Martha L. Long has been a Director and Senior Vice  President of the Corporate
General  Partner  since  February  2004.  Ms.  Long has been with AIMCO  since
October  1998 and has served in  various  capacities.  From 1998 to 2001,  Ms.
Long  served  as  Senior  Vice  President  and  Controller  of  AIMCO  and the
Corporate  General  Partner.  During 2002 and 2003,  Ms. Long served as Senior
Vice President of Continuous Improvement for AIMCO.

Harry G. Alcock was appointed as a Director of the Corporate  General Partner on
October 2004 and was appointed Executive Vice President of the Corporate General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President-Acquisitions  where he served  until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Corporate  General  Partner in February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Corporate General Partner in February 2004 and of AIMCO in February 2003.
Ms.  Fielding was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

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

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer  of the  Corporate  General  Partner  in  February  2004 and of AIMCO in
January 2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real
Estate,  serving as Chief Accounting Officer & Global Controller from April 2002
to January  2004 and as Chief  Technical  Advisor from March 2000 to April 2002.
Prior to joining GE Real  Estate,  Mr.  Herzog was at Deloitte & Touche LLP from
1990 until 2000.

Stephen B. Waters was appointed Vice President of the Corporate  General Partner
in April  2004.  Mr.  Waters  previously  served as a  Director  of Real  Estate
Accounting   since   joining   AIMCO  in   September   1999.   Mr.   Waters  has
responsibilities for real estate and partnership accounting with AIMCO.

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 board of directors of the Corporate General Partner does not have a separate
audit  committee.  As such,  the board of  directors  of the  Corporate  General
Partner fulfills the functions of an audit committee. The board of directors has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Corporate  General Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

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



<PAGE>


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, 2004.

Entity                                  Number of Units      Percentage

Cooper River Properties, LLC
  (an affiliate of AIMCO)                     3,364             7.95%
AIMCO IPLP, L.P.
  (an affiliate of AIMCO)                    11,547            27.28%
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                    13,524            31.95%

Cooper River  Properties LLC and AIMCO IPLP,  L.P. are  indirectly  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. Its 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 60 units during the current  fiscal year  increasing  its  ownership to
13,524 or 31.95% of the outstanding units.

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no employees and depends 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  receive 5% of gross receipts from
all of the  Partnership's  properties as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$231,000  and  $259,000  during  the years  ended  December  31,  2004 and 2003,
respectively,  which is included in operating  expenses  and (loss)  income from
discontinued operations.

Affiliates   of  the  Corporate   General   Partner   charged  the   Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$191,000  and  $198,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,  which is  included  in general and  administrative  expenses  and
investment  properties.   The  portion  of  these  reimbursements   included  in
investment  properties  for the years ended  December 31, 2004 and 2003 are fees
related to  construction  management  services  provided by an  affiliate of the
Corporate  General Partner of approximately  $38,000 and $21,000,  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, Nottingham Square Apartments in December
2002 and River Reach Apartments in August 2004, 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  $658,000 have been accrued and are included
in due to affiliates.

During the year ended  December 31, 2004, an affiliate of the Corporate  General
Partner  advanced the  Partnership  approximately  $250,000 to cover  additional
costs related to the sale of Nottingham Square Apartments.  Interest was charged
at prime plus 1% and amounted to approximately $3,000. The entire balance of the
loan plus interest was repaid during the same period. No such advances were made
during the year ended December 31, 2003.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During the years ended December 31, 2004 and 2003,
the  Partnership was charged by AIMCO and its affiliates  approximately  $74,000
and $75,000,  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 28,435 limited  partnership  units
(the "Units") in the Partnership representing 67.18% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 67.18% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership. Although the Corporate General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
managing general  partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General  Partner to AIMCO as its
sole stockholder.



<PAGE>


                                     PART IV

Item 13.    Exhibits

            See Exhibit Index attached.

Item 14.    Principal Accountant Fees and Services

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees billed for  services  rendered by Ernst & Young LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $48,000 and $54,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services totaled  approximately $15,000 for both 2004 and
2003.


<PAGE>


                                   SIGNATURES



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


                                    SHELTER PROPERTIES VI


                                    By:   Shelter Realty VI Corporation
                                          Corporate General Partner


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


                                          /s/Stephen B. Waters
                                    By:   Stephen B. Waters
                                          Vice President

                                    Date: March 18, 2005


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/Harry G. Alcock            Director and Executive Vice   Date: March 18, 2005
Harry G. Alcock               President


/s/Martha L. Long             Director and Senior Vice      Date: March 18, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President                Date: March 18, 2005
Stephen B. Waters


<PAGE>


                              SHELTER PROPERTIES VI

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

 3                See Exhibit 4(a)

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

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

10(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  Gardens  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 Gardens  Apartments.  Filed as
                  Exhibit   10(iii)(h)  to  the  Partnership's  Form  8-K  filed
                  February 1, 2001 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.

10(iv)            Contracts related to disposition of properties:

            (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.

            (g)   Purchase  and Sale  Contract  between  Shelter  Properties  VI
                  Limited Partnership, a South Carolina limited partnership, and
                  Neighborhood Realty,  Inc., a Florida corporation,  dated June
                  23,  2004  filed  with  Form  8-K on  September  3,  2004  and
                  incorporated herein by reference.

            (h)   Amendment of Purchase  and Sale  Contract  between  Shelter VI
                  Limited Partnership, a South Carolina limited partnership, and
                  JNM River Reach,  Ltd., a Florida limited  partnership,  dated
                  August 30, 2004 filed with Form 8-K on  September  3, 2004 and
                  incorporated herein by reference.

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

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

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



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date: March 18, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice  President of Shelter  Realty VI
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date: March 18, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of Shelter Realty VI
                                    Corporation, equivalent of the chief
                                    financial officer of the Partnership


<PAGE>


Exhibit 32.1


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



In  connection  with the Annual  Report on Form 10-KSB of Shelter  Properties VI
Limited  Partnership (the  "Partnership"),  for the annual period ended December
31, 2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the chief executive officer
of the  Partnership,  and  Stephen B.  Waters,  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/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 18, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 18, 2005


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