FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                   U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

              For the quarterly period ended September 30, 2001


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


             For the transition period from _________to _________

                         Commission file number 0-11864


                        NATIONAL PROPERTY INVESTORS 6
      (Exact name of small business issuer as specified in its charter)



         California                                         13-3140364
(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)


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



<PAGE>





                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

a)

                        NATIONAL PROPERTY INVESTORS 6

                                  BALANCE SHEET
                                   (Unaudited)
                       (in thousands, except unit data)

                               September 30, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 3,771
   Receivables and deposits                                                     758
   Restricted escrows                                                           297
   Other assets                                                               1,187
   Investment properties:
       Land                                                  $ 4,019
       Buildings and related personal property                 64,377
                                                               68,396
       Less accumulated depreciation                          (49,789)       18,607
                                                                           $ 24,620
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 88
   Tenant security deposit liabilities                                          234
   Accrued property taxes                                                       214
   Other liabilities                                                            527
   Mortgage notes payable                                                    33,702

Partners' Deficit
   General partner                                            $ (650)
   Limited partners (109,600 units
      issued and outstanding)                                  (9,495)      (10,145)
                                                                           $ 24,620


                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

b)

                        NATIONAL PROPERTY INVESTORS 6

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

<TABLE>
<CAPTION>

                                            Three Months Ended        Nine Months Ended
                                               September 30,            September 30,
                                             2001         2000         2001        2000
Revenues:
<S>                                        <C>           <C>         <C>         <C>
  Rental income                            $ 2,568       $ 2,635     $ 7,798     $ 7,924
  Other income                                 231           264         645         697
  Gain on sale of investment property        1,123            --       1,123          --
    Total revenues                           3,922         2,899       9,566       8,621

Expenses:
  Operating                                  1,165         1,090       3,306       3,180
  General and administrative                   125           211         462         577
  Interest                                     621           510       1,659       1,539
  Depreciation                                 843           876       2,664       2,596
  Property taxes                               122           146         378         429
    Total expenses                           2,876         2,833       8,469       8,321

Income before extraordinary item             1,046            66       1,097         300
Extraordinary loss on early
  extinguishment of debt                      (150)           --        (249)         --

Net income                                  $ 896         $ 66        $ 848       $ 300

Net income allocated to general
  partner (1%)                               $ 9           $ 1         $ 8         $ 3
Net income allocated to limited
  partners (99%)                               887            65         840         297

                                            $ 896         $ 66        $ 848       $ 300
Per limited partnership unit:
  Income before extraordinary item          $ 9.45       $ 0.59       $ 9.91      $ 2.71
  Extraordinary loss on early
   extinguishment of debt                    (1.36)           --       (2.25)         --

Net income                                  $ 8.09       $ 0.59       $ 7.66      $ 2.71

Distribution per limited
  partnership unit                         $ 62.29       $ 1.66      $ 71.93     $ 20.01

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

c)

                        NATIONAL PROPERTY INVESTORS 6

                  STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                       (in thousands, except unit data)
<TABLE>
<CAPTION>

                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

<S>                                  <C>           <C>        <C>         <C>
Original capital contributions       109,600       $ 1        $54,800     $ 54,801

Partners' deficit at
   December 31, 2000                 109,600      $ (578)     $(2,451)    $ (3,029)

Distributions to partners                 --         (80)      (7,884)      (7,964)

Net income for the nine months
   ended September 30, 2001               --           8          840          848

Partners' deficit at
   September 30, 2001                109,600      $ (650)     $(9,495)    $(10,145)


                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

d)
                        NATIONAL PROPERTY INVESTORS 6

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

                                                                   Nine Months Ended
                                                                     September 30,
                                                                   2001         2000
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net income                                                       $ 848       $ 300
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                   2,664       2,596
     Amortization of loan costs                                       101         107
     Gain on sale of investment property                           (1,123)         --
     Extraordinary loss on early extinguishment of debt               249          --
     Change in accounts:
       Receivables and deposits                                       (91)       (485)
       Other assets                                                  (201)       (121)
       Accounts payable                                               (96)        (36)
       Tenant security deposit liabilities                            (44)         43
       Accrued property taxes                                          72          83
       Payable to affiliate                                            --        (916)
       Other liabilities                                              (48)         89
         Net cash provided by operating activities                  2,331       1,660

Cash flows from investing activities:
  Property improvements and replacements                           (1,212)     (1,034)
  Net withdrawals from (deposit to) restricted escrows                 70         (14)
  Net proceeds from sale of investment property                     2,682          --
         Net cash provided by (used in) investing activities        1,540      (1,048)

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (52)         --
  Distributions to partners                                        (7,964)     (2,215)
  Proceeds from mortgage notes payable                             20,854          --
  Repayment of mortgage notes payable                             (13,235)         --
  Loan costs paid                                                    (666)         --
         Net cash used in financing activities                     (1,063)     (2,215)

Net increase (decrease) in cash and cash equivalents                2,808      (1,603)

Cash and cash equivalents at beginning of period                      963       2,538

Cash and cash equivalents at end of period                        $ 3,771      $ 935

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,548     $ 1,437

At  December  31,  2000  approximately  $86,000  of  property  improvements  and
replacements were included in accounts payable.

At  December  31, 1999  approximately  $101,000  of  property  improvements  and
replacements were included in accounts payable.

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

e)

                        NATIONAL PROPERTY INVESTORS 6

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying unaudited financial statements of National Property Investors 6
(the  "Partnership"  or  "Registrant")  have been  prepared in  accordance  with
generally accepted accounting  principles for interim financial  information and
with  the  instructions  to Form  10-QSB  and Item  310(b)  of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of NPI Equity  Investments,  Inc.  ("NPI Equity" or the "Managing
General  Partner"),  all adjustments  (consisting of normal recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three and nine month periods ended  September 30, 2001,  are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December  31,  2001.  For further  information,  refer to the  financial
statements and footnotes thereto included in the Partnership's  Annual Report on
Form 10-KSB for the fiscal year ended  December 31, 2000.  The Managing  General
Partner  is  an  affiliate  of  Apartment   Investment  and  Management  Company
("AIMCO"), a publicly traded real estate investment trust.

Note B - Transactions with Affiliated Parties

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

The following  transactions with affiliates of the Managing General Partner were
incurred during the nine months ended September 30, 2001 and 2000:

                                                                  2001      2000
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $423      $433
 Reimbursement for services of affiliates (included in
   investment properties, operating and general and
   administrative expenses)                                        553       314
 Non-accountable reimbursements (included in general and
   administrative expenses)                                         95       150
 Partnership management fee (included in general and
   administrative expenses)                                         --        46
 Incentive management fee (included in gain on sale of
   investment property)                                             54        --
 Loan costs (included in other assets)                             209        --

During the nine months  ended  September  30, 2001 and 2000,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of the Partnership's  properties for providing property management services. The
Partnership paid to such affiliates  approximately $423,000 and $433,000 for the
nine months ended September 30, 2001 and 2000, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $553,000 and $314,000 for the
nine months ended September 30, 2001 and 2000,  respectively.  Included in these
amounts are approximately  $263,000 and $17,000,  respectively,  of construction
service reimbursements.

Also,  for  services  relating  to the  administration  of the  Partnership  and
operation  of the  Partnership's  properties,  the Managing  General  Partner is
entitled  to receive  payment  for  non-accountable  expenses up to a maximum of
$150,000 per year, based upon the number of Partnership  units sold,  subject to
certain   limitations.   The  Managing   General  Partner  earned  and  received
approximately  $95,000 and $150,000 for the nine months ended September 30, 2001
and 2000, respectively.

As compensation for services rendered in managing the Partnership,  the Managing
General  Partner  is  entitled  to  receive   Partnership   management  fees  in
conjunction  with  distributions  of cash from  operations,  subject  to certain
limitations.  Approximately  $46,000 of fees were paid in  conjunction  with the
operating distributions made during the nine months ended September 30, 2000. No
such fee was earned or paid during the nine months ended September 30, 2001.

In addition,  approximately $916,000 of incentive management fees resulting from
the sale of The  Village  Apartments  in  September  1998 were  accrued and were
previously  included on the balance sheet as "payable to affiliate".  These fees
are payable to the Managing  General Partner but were  subordinate in payment to
the limited  partners  receiving a cumulative  preferred return specified in the
partnership agreement.  The limited partners received their cumulative preferred
return with the February 2000  distribution and the Managing General Partner was
paid the  previously  accrued  incentive  management  fee. The Managing  General
Partner earned and received an incentive management fee of approximately $54,000
as a result of the sale of Panorama Terrace II Apartments in August 2001.

In connection with the June 2001 refinancing of Colony of Kenilworth Apartments,
the  Partnership  paid  approximately  $144,000 to an  affiliate of the Managing
General Partner as allowed pursuant to the Partnership Agreement.  In connection
with  the  September  2001  refinancing  of Place du  Plantier  Apartments,  the
Partnership paid  approximately  $65,000 to an affiliate of the Managing General
Partner as allowed  pursuant to the  Partnership  Agreement.  These  amounts are
recorded as loan costs and included in other assets on the accompanying  balance
sheet.  The loan  costs are  being  amortized  over the lives of the  respective
mortgages.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 70,854 limited partnership units in
the Partnership  representing  64.65% of the outstanding  units at September 30,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters,  which would include  voting on certain  amendments to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  64.65%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner. However, an affiliate is required
to vote 46,289 of its Units acquired from DeForest  Ventures II, L.P. on January
19, 1996 (the date that Insignia  Financial Group acquired the stock of National
Property  Investors,  Inc.,  the then  parent  company of the  Managing  General
Partner),  (i) against any proposal to increase the fees and other  compensation
payable by the Partnership to the Managing General Partner or to affiliates; and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the votes cast by non-tendering unitholders.  Except for the foregoing, no other
limitations are imposed on the affiliate's right to vote each Unit acquired.

Note C - Distributions

During the nine months ended  September 30, 2001,  the  Partnership  distributed
cash to the partners of approximately  $1,066,000  (approximately  $1,056,000 to
the limited  partners or $9.63 per limited  partnership  unit) from  operations,
proceeds from the refinancing of the mortgage  encumbering  Colony at Kenilworth
Apartments of approximately $5,922,000  (approximately $5,862,000 to the limited
partners or $53.49 per limited  partnership  unit) and proceeds from the sale of
Panorama Terrace II Apartments of approximately $976,000 (approximately $966,000
to the limited partners or $8.81 per limited  partnership  unit).  Subsequent to
September 30, 2001 the Partnership  distributed cash to the partners  consisting
of approximately $2,432,000 (approximately $2,407,000 to the limited partners or
$21.96 per limited  partnership  unit) from the proceeds from the refinancing of
the mortgage  encumbering Place du Plantier Apartments,  approximately  $178,000
(approximately $176,000 to the limited partners or $1.61 per limited partnership
unit) of remaining  proceeds from the sale of Panorama Terrace II Apartments and
approximately $673,000  (approximately $666,000 to the limited partners or $6.08
per limited  partnership  unit) from  operations.  During the nine months  ended
September 30, 2000, the Partnership paid cash  distributions  from operations of
approximately  $2,215,000  (approximately  $2,193,000 to the limited partners or
$20.01 per limited partnership unit) to the partners.

Note D - Refinancing of Mortgage Note Payable

On June 28, 2001, the Partnership  refinanced the mortgage encumbering Colony at
Kenilworth Apartments.  The refinancing replaced the first mortgage indebtedness
of approximately $7,985,000 with a new mortgage of $14,400,000. The mortgage was
refinanced  at a rate of 7.58%  compared to a prior rate of 7.33% and matures on
July 1, 2021 at which time the mortgage  will be fully  amortized.  Debt service
payments  began  in  August  2001.  In  connection  with  the  refinancing,  the
Partnership incurred loan costs of approximately $458,000.  These loan costs are
included  in other  assets  in the  accompanying  balance  sheet  and are  being
amortized over the life of the mortgage. The Partnership wrote off approximately
$99,000 in  unamortized  loan costs  resulting in an  extraordinary  loss on the
early extinguishment of debt.

On September 28, 2001, the Partnership  refinanced the mortgage note encumbering
Place du  Plantier  Apartments.  The  refinancing  replaced  the first  mortgage
indebtedness of approximately $3,800,000 with a new mortgage of $6,454,000.  The
mortgage was refinanced at a rate of 7.08% compared to a prior rate of 7.33% and
matures on October 1, 2021 at which time the mortgage  will be fully  amortized.
In  connection  with the  refinancing,  the  Partnership  incurred loan costs of
approximately  $208,000.  These loan costs are  included in other  assets in the
accompanying  balance  sheet  and  are  being  amortized  over  the  life of the
mortgage.  A  completion  repair  escrow  of  approximately   $15,000  was  also
established  with the lender at the time of refinancing.  The Partnership  wrote
off   approximately   $43,000  in  unamortized   loan  costs   resulting  in  an
extraordinary loss on the early extinguishment of debt.

An affiliate of AIMCO has been designated as guarantor of these mortgages.

Note E - Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas,  and  major  customers.  As  defined  in SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The  Managing  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the financial statements as currently presented.

Note F - Sale of Investment Property

On August 2, 2001,  the  Partnership  sold Panorama  Terrace II Apartments to an
unrelated  third  party,  for net  proceeds of  approximately  $2,682,000  after
payment of  closing  costs.  The  Partnership  realized a gain of  approximately
$1,123,000 as a result of the sale. The  Partnership  used $1,450,000 of the net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $107,000 as a result of unamortized  loan costs being written off
and a prepayment penalty.

Note G - 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 Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which were, at one
time,  affiliates of Insignia;  past tender offers by the Insignia affiliates to
acquire  limited  partnership  units;  management  of  the  partnerships  by the
Insignia  affiliates;  and the series of transactions which closed on October 1,
1998 and  February 26, 1999 whereby  Insignia  and  Insignia  Properties  Trust,
respectively,  were merged into AIMCO.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint. The Managing General Partner filed demurrers to the amended complaint
which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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

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

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

The Partnership's investment properties consist of five apartment complexes. The
following table sets forth the average  occupancy of the properties for the nine
months ended September 30, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      Ski Lodge Apartments                          91%        91%
         Montgomery, Alabama
      Place du Plantier Apartments                  91%        91%
         Baton Rouge, Louisiana
      Fairway View Apartments                       92%        95%
         Baton Rouge, Louisiana (1)
      Colony at Kenilworth Apartments               91%        96%
         Towson, Maryland (1)
      Alpine Village Apartments                     93%        95%
         Birmingham, Alabama

(1)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Fairway View Apartments and Colony of Kenilworth  Apartments to variations
      in student population which is the bulk of their clientele.

Results of Operations

The  Partnership's  net income was  approximately  $848,000 and $300,000 for the
nine  months  ended  September  30,  2001  and  2000,   respectively,   and  was
approximately $896,000 and $66,000 for the three months ended September 30, 2001
and 2000, respectively. The increase in net income for the three and nine months
ended  September 30, 2001 was primarily  attributable to the gain on the sale of
Panorama  Terrace II Apartments  partially  offset by an  extraordinary  loss on
early  extinguishment of debt in connection with the refinancing of the mortgage
notes  encumbering  Colony  at  Kenilworth  Apartments  and  Place  du  Plantier
Apartments and the payoff of the mortgage note  encumbering  Panorama Terrace II
Apartments.  Excluding  the  gain on the  sale and the  operations  of  Panorama
Terrace  II   Apartments,   the   Partnership   recognized   income  before  the
extraordinary loss on the early extinguishment of debt of approximately  $13,000
and  $354,000  for  the  nine  months  ended   September   30,  2001  and  2000,
respectively.  Excluding  the gain on the sale and the  operations  of  Panorama
Terrace  II   Apartments,   the   Partnership   recognized  a  loss  before  the
extraordinary loss on the early extinguishment of debt of approximately  $96,000
for the three  months  ended  September  30,  2001 and  income of  approximately
$120,000 for the three months ended  September 30, 2000.  The decrease in income
before the  extraordinary  loss on the early  extinguishment of debt is due to a
decrease in total revenues and an increase in total expenses.

The decrease in total  revenues is due to decreases in rental and other  income.
Rental  income  decreased  due  to a  decrease  in  occupancy  at  three  of the
Partnership's properties and a decrease in the average rental rate at two of the
Partnership's  properties  partially offset by increased average rental rates at
three  properties and a decrease in concessions at all properties  except Alpine
Village Apartments. Other income decreased due to decreases in telephone charges
at all properties, pet fees and cleaning and damage fees at Colony at Kenilworth
Apartments, and laundry income at Colony at Kenilworth Apartments,  Fairway View
Apartments and Place du Plantier  Apartments  partially offset by an increase in
cable  television  charges  at Ski Lodge  Apartments  and  Colony at  Kenilworth
Apartments  and an  increase  in interest  income due to higher  balances  being
maintained in interest bearing accounts.

The increase in total  expenses  was  primarily  due to increases in  operating,
interest and depreciation expenses partially offset by a decrease in general and
administrative expense. The increase in operating expense is due to increases in
property and insurance  expenses  partially  offset by a decrease in maintenance
expense. Property expense increased primarily due to increases in administrative
and maintenance  salaries as well as other employee  related  expenses at all of
the  properties  except  Ski Lodge  Apartments,  overall  utilities  costs,  and
contract  courtesy patrol at all the properties  except Fairway View Apartments.
Insurance expense increased due to higher insurance  premiums at all properties.
Maintenance  expense  decreased  primarily due to decreases in contract interior
painting at Ski Lodge  Apartments and Fairway View  Apartments,  snow removal at
Colony at Kenilworth  Apartments,  contract repairs at Alpine Village Apartments
and Colony at Kenilworth Apartments and interior building improvements at all of
the  investment  properties.  Depreciation  expense  increased due to new assets
being  placed in service  during the past 12 months.  The  increase  in interest
expense is primarily due to the refinancing of the mortgage  encumbering  Colony
at Kenilworth Apartments at a higher principal balance.

General and  administrative  expenses  decreased  primarily due to a decrease in
Partnership  management  fees paid as a result of a decrease in  operating  cash
distributions  during  2001  as  compared  to  2000.  Included  in  general  and
administrative  expenses  at both  September  30,  2001 and 2000 are  management
reimbursements  to the Managing  General  Partner  allowed under the Partnership
Agreement.  Also  included  in general  and  administrative  expense  were costs
associated with the quarterly and annual  communications  with the investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

On August 2, 2001,  the  Partnership  sold Panorama  Terrace II Apartments to an
unrelated  third  party,  for net  proceeds of  approximately  $2,682,000  after
payment of  closing  costs.  The  Partnership  realized a gain of  approximately
$1,123,000 as a result of the sale. The  Partnership  used $1,450,000 of the net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $107,000 as a result of unamortized  loan costs being written off
and a prepayment penalty.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expense.  As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  September  30,  2001,  the  Partnership  had cash and  cash  equivalents  of
approximately  $3,771,000 as compared to approximately $935,000 at September 30,
2000. For the nine months ended  September 30, 2001,  cash and cash  equivalents
increased by approximately $2,808,000 from the Partnership's year ended December
31, 2000.  The  increase in cash and cash  equivalents  is due to  approximately
$1,540,000 of cash provided by investing activities and approximately $2,331,000
of cash  provided by  operating  activities  partially  offset by  approximately
$1,063,000  of cash used in  financing  activities.  Cash  provided by investing
activities consisted of proceeds from the sale of Panorama Terrace II Apartments
and net  withdrawals  from  restricted  escrows  partially  offset  by  property
improvements and  replacements.  Cash used in financing  activities  consists of
distributions  to partners,  payoff of existing loans and  recognizing  new loan
costs connected to the refinancing of Colony at Kenilworth  Apartments and Place
du Plantier Apartments,  the payoff of existing loans connected with the sale of
Panorama   Terrace  II  Apartments  and  principal   payments  on  the  mortgage
encumbering  Colony at Kenilworth  Apartments  partially  offset by the proceeds
from the  refinancing  of Colony at Kenilworth  Apartments and Place du Plantier
Apartments.  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 various  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. Capital improvements
for each of the Partnership's properties are detailed below.

Ski Lodge Apartments

Approximately  $572,000 has been budgeted for 2001 for capital  improvements  at
Ski  Lodge  Apartments  consisting  primarily  of floor  covering  replacements,
appliance  replacements,  wall  coverings,  parking lot  improvements,  interior
decorating and structural improvements.  The Partnership completed approximately
$431,000  of  budgeted  capital  expenditures  at  Ski  Lodge  Apartments  as of
September  30, 2001,  consisting  primarily of interior  decorating,  structural
enhancements,  air  conditioning  replacements,   plumbing  improvements,  major
landscaping,  and floor covering  replacements.  These  improvements were funded
from operating  cash flow.  Additional  improvements  may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Place du Plantier Apartments

Approximately  $148,000 has been budgeted for 2001 for capital  improvements  at
Place  du  Plantier   Apartments   consisting   primarily   of  floor   covering
replacements,   appliance  replacements,   and  structural   improvements.   The
Partnership  completed  approximately  $152,000  of  budgeted  and  non-budgeted
capital  expenditures at Place du Plantier  Apartments as of September 30, 2001,
consisting   primarily  of  roof  replacement,   appliance  and  floor  covering
replacements  and  major  landscaping.   These  improvements  were  funded  from
operating cash flow.  Additional  improvements may be considered and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Fairway View I Apartments

Approximately  $199,000 has been budgeted for 2001 for capital  improvements  at
Fairway View I Apartments  consisting primarily of floor covering  replacements,
appliance  replacements,   HVAC  upgrades,   swimming  pool  improvements,   and
structural  improvements.  The Partnership  completed  approximately  $90,000 of
budgeted  capital  expenditures at Fairway View I Apartments as of September 30,
2001,  consisting primarily of structural  enhancements,  and floor covering and
appliance replacements.  These improvements were funded from operating cash flow
and replacement  reserves.  Additional  improvements  may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Colony at Kenilworth Apartments

Approximately  $578,000 has been budgeted for 2001 for capital  improvements  at
Colony at Kenilworth Apartments consisting primarily of roof replacements, floor
covering  replacements,  appliance  replacements,  HVAC replacements,  and other
building  improvements.  The  Partnership  completed  approximately  $253,000 of
budgeted capital expenditures at Colony at Kenilworth Apartments as of September
30,  2001,  consisting  primarily  of HVAC  replacements,  appliance  and  floor
covering replacements,  swimming pool upgrades,  electrical upgrades,  lighting,
water heaters,  maintenance equipment, roof replacements,  plumbing upgrades and
structural  improvements.  These  improvements  were funded from  operating cash
flow. Additional  improvements may be considered and will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Alpine Village Apartments

Approximately  $152,000 has been budgeted for 2001 for capital  improvements  at
Alpine  Village  Apartments  consisting  primarily  of  appliance  replacements,
plumbing  improvements,   other  building   improvements,   and  floor  covering
replacements.  The  Partnership  completed  approximately  $137,000  of budgeted
capital  expenditures  at Alpine  Village  Apartments  as of September 30, 2001,
consisting  primarily  of floor  covering  replacements,  furniture  and fixture
enhancements,   plumbing  improvements,   and  appliance   replacements.   These
improvements were funded from operating cash flow.  Additional  improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and anticipated cash flow generated by the property.

Panorama Terrace II Apartments

Prior to its sale on August 2, 2001,  the  Partnership  completed  approximately
$63,000 of capital  expenditures  at Panorama  Terrace II Apartments  consisting
primarily of floor covering replacements,  plumbing upgrades, major landscaping,
and other building  improvements.  These improvements were funded from operating
cash flow.

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

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  $12,900,000  encumbering  Ski Lodge  Apartments,  Fairway View
Apartments and Alpine Village  Apartments  requires  interest payments only with
the full payment of principal due in November 2003. The mortgage indebtedness of
approximately  $20,802,000 encumbering Colony at Kenilworth Apartments and Place
du Plantier  Apartments is being amortized over 20 years, with maturity dates of
July  2021 and  October  2021,  respectively,  at which  time they will be fully
amortized.   The  Managing  General  Partner  will  attempt  to  refinance  such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
may risk losing such properties through foreclosure.

On June 28, 2001, the Partnership  refinanced the mortgage encumbering Colony at
Kenilworth Apartments.  The refinancing replaced the first mortgage indebtedness
of approximately $7,985,000 with a new mortgage of $14,400,000. The mortgage was
refinanced  at a rate of 7.58%  compared to a prior rate of 7.33% and matures on
July 1, 2021 at which time the mortgage  will be fully  amortized.  Debt service
payments  began  in  August  2001.  In  connection  with  the  refinancing,  the
Partnership incurred loan costs of approximately $458,000.  These loan costs are
included  in other  assets  in the  accompanying  balance  sheet  and are  being
amortized over the life of the mortgage. The Partnership wrote off approximately
$99,000 in  unamortized  loan costs  resulting in an  extraordinary  loss on the
early extinguishment of debt.

On September 28, 2001, the Partnership  refinanced the mortgage note encumbering
Place du  Plantier  Apartments.  The  refinancing  replaced  the first  mortgage
indebtedness of approximately $3,800,000 with a new mortgage of $6,454,000.  The
mortgage was refinanced at a rate of 7.08% compared to a prior rate of 7.33% and
matures on November 1, 2021 at which time the mortgage will be fully  amortized.
In  connection  with the  refinancing,  the  Partnership  incurred loan costs of
approximately  $208,000.  These loan costs are  included in other  assets in the
accompanying  balance  sheet  and  are  being  amortized  over  the  life of the
mortgage.  A  completion  repair  escrow  of  approximately   $15,000  was  also
established  with the lender at the time of refinancing.  The Partnership  wrote
off   approximately   $43,000  in  unamortized   loan  costs   resulting  in  an
extraordinary loss on the early extinguishment of debt.

An affiliate of AIMCO has been designated as guarantor of these mortgages.

NPI Equity  has  established  a  revolving  credit  facility  (the  "Partnership
Revolver") to be used to fund deferred  maintenance and working capital needs of
the National Property Investors  Partnership  Series. The maximum draw available
to the Partnership under the Partnership  Revolver is $500,000.  Loans under the
Partnership  Revolver  will  have a term of 365  days,  be  unsecured  and  bear
interest at the rate of 2% per annum in excess of the prime rate  announced from
time to time by Chase  Manhattan  Bank, N.A. The maturity date of such borrowing
will be accelerated  in the event of: (i) the removal of NPI Equity  (whether or
not for Cause);  (ii) the sale or refinancing  of a property by the  Partnership
(whether or not a borrowing under the Partnership Revolver was made with respect
to such property); or (iii) the liquidation of the Partnership.  The Partnership
has not borrowed under the Partnership Revolver, to date.

During the nine months ended  September 30, 2001,  the  Partnership  distributed
cash to the partners of approximately  $1,066,000  (approximately  $1,056,000 to
the limited  partners or $9.63 per limited  partnership  unit) from  operations,
proceeds from the refinancing of the mortgage  encumbering  Colony at Kenilworth
Apartments of approximately $5,922,000  (approximately $5,862,000 to the limited
partners or $53.49 per limited  partnership  unit) and proceeds from the sale of
Panorama Terrace II Apartments of approximately $976,000 (approximately $966,000
to the limited partners or $8.81 per limited  partnership  unit).  Subsequent to
September 30, 2001 the Partnership  distributed cash to the partners  consisting
of approximately $2,432,000 (approximately $2,407,000 to the limited partners or
$21.96 per limited  partnership  unit) from the proceeds from the refinancing of
the mortgage  encumbering Place du Plantier Apartments,  approximately  $178,000
(approximately $176,000 to the limited partners or $1.61 per limited partnership
unit) of remaining  proceeds from the sale of Panorama Terrace II Apartments and
approximately $673,000  (approximately $666,000 to the limited partners or $6.08
per limited  partnership  unit) from  operations.  During the nine months  ended
September 30, 2000, the Partnership paid cash  distributions  from operations of
approximately  $2,215,000  (approximately  $2,193,000 to the limited partners or
$20.01  per  limited  partnership  unit)  to  the  partners.  The  Partnership's
distribution  policy is reviewed on a monthly basis.  Future cash  distributions
will  depend  on  the  levels  of  net  cash  generated  from  operations,   the
availability of cash reserves,  and the timing of debt maturities,  refinancings
and/or property sales. There can be no assurance,  however, that the Partnership
will  generate   sufficient   funds  from  operations   after  required  capital
improvements  to permit  additional  distributions  to its  partners  during the
remainder of 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 70,854 limited partnership units in
the Partnership  representing  64.65% of the outstanding  units at September 30,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters,  which would include  voting on certain  amendments to the  Partnership
Agreement and voting to remove the Managing General Partner.  As a result of its
ownership  of  64.65%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner. However, an affiliate is required
to vote 46,289 of its Units acquired from DeForest  Ventures II, L.P. on January
19, 1996 (the date that Insignia  Financial Group acquired the stock of National
Property  Investors,  Inc.,  the then  parent  company of the  Managing  General
Partner),  (i) against any proposal to increase the fees and other  compensation
payable by the Partnership to the Managing General Partner or to affiliates; and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the votes cast by non-tendering unitholders.  Except for the foregoing, no other
limitations are imposed on the affiliate's right to vote each Unit acquired.

<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit  10.32,  Multifamily  Note dated  September  27,  2001
                  between National  Property  Investors 6, a California  limited
                  partnership,  and  GMAC  Commercial  Mortgage  Corporation,  a
                  California corporation.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2001.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    NATIONAL PROPERTY INVESTORS 6


                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Its Managing General Partner


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


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


                                    Date:

<PAGE>
                                                        FHLMC Loan No. 002692481
                                                   Place du Plantier Apartments

                                MULTIFAMILY NOTE
                     (MULTISTATE - REVISION DATE 11-01-2000)


US $6,454,000.00                                      As of September 27, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the  principal sum of Six Million Four
Hundred Five Four Thousand and 00/100 Dollars (US $6,454,000.00),  with interest
on the unpaid principal balance at the annual rate of Seven and Eighty Hundreths
percent (7.080%).

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

2. Address for Payment. All payments due under this Note shall be payable at 200
Witmer Road, Post Office Box 809, Horsham, Pennsylvania 19044, Attn: Servicing -
Account  Manager,  or such other place as may be designated by written notice to
Borrower from or on behalf of Lender.

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

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

      (b) Consecutive  monthly  installments of principal and interest,  each in
the amount of One Hundred One Thousand Nine Hundred  Fifteen and 61/100  Dollars
(US  $101,915.61),  shall be payable on the first day of each month beginning on
November 1, 2001,  until the entire unpaid principal  balance  evidenced by this
Note is fully paid.

      (c) Any accrued  interest  remaining  past due for 30 days or more may, at
Lender's discretion, be added to and become part of the unpaid principal balance
and shall bear  interest at the rate or rates  specified  in this Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on October 1, 2021 or on any earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

      (d) Any regularly  scheduled monthly installment of principal and interest
that is  received  by Lender  before  the date it is due shall be deemed to have
been  received on the due date solely for the  purpose of  calculating  interest
due.

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

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

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

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

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

9.    Limits on Personal Liability.

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

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

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

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

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

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,
                  by
                  (B)   the excess (if any) of the Monthly  Note  Rate  over the
                        Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
            apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

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

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

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

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

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

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

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

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

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

17. Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

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

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
             X       Exhibit A     Modifications to Multifamily Note
            -----

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



<PAGE>

                                  NATIONAL PROPERTIES INVESTORS 6, a California
                                  limited partnership

                                   By:   NPI Equity Investments, Inc., a Florida
                                         corporation, its general partner




                                    By:_______________________________________
                                       Patti K. Fielding
                                       Senior Vice President


                                   133140346
                                   Borrower's Social Security/Employer ID Number


<PAGE>


PAY TO THE ORDER OF
_________________________________, WITHOUT
RECOURSE, THIS 27th DAY OF SEPTEMBER, 2001.

GMAC COMMERCIAL MORTGAGE CORPORATION, a
   California corporation



By:_________________________________
   Robert D. Falese, III
   Vice President


<PAGE>



                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE


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

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

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

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

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.