SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934

                   For the fiscal year ended December 31, 2002

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

                    For the transition period from _________to _________

                         Commission file number 0-16210

                        ANGELES INCOME PROPERTIES, LTD. 6
                 (Name of small business issuer in its charter)

         California                                             95-4106139
(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)

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $3,906,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

                                     PART I

Item 1.     Description of Business

Angeles Income  Properties,  Ltd. 6 (the  "Partnership"  or  "Registrant")  is a
publicly held limited partnership organized under the California Uniform Limited
Partnership Act on June 29, 1984, as amended. The Partnership Agreement provides
that the  Partnership  is to terminate on December 31, 2037,  unless  terminated
prior to such date.

The Partnership's general partner is Angeles Realty Corporation II, a California
corporation  (the  "General  Partner"  or "ARC II").  The  General  Partner  was
wholly-owned by Insignia Properties Trust ("IPT").  Effective February 26, 1999,
IPT was merged into Apartment  Investment and Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust. Thus, the General Partner is now a
wholly-owned subsidiary of AIMCO.

The Partnership,  through its public offering of Limited Partnership Units, sold
47,384 units aggregating $47,384,000. The General Partner contributed capital in
the amount of $1,000 for a 1%  interest  in the  Partnership.  Since its initial
offering, the Partnership has not received, nor are limited partners required to
make,  additional  capital  contributions.  The  Partnership  was formed for the
purpose of acquiring fee and other forms of equity interests in various types of
real estate property.  At December 31, 2002, the Partnership  owned and operated
two residential properties (see "Item 2. Description of Properties").

The Registrant  has no employees.  Management  and  administrative  services are
provided by the General Partner and by agents  retained by the General  Partner.
These services were provided by affiliates of the General  Partner for the years
ended December 31, 2002 and 2001.

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 General  Partner in
such  market  area,  could have a material  effect on the rental  market for the
apartments at the Partnership's properties and the rents that may be charged for
such apartments. While the General Partner and its affiliates own and/or control
a  significant  number of  apartment  units in the  United  States,  such  units
represent an  insignificant  percentage of total  apartment  units in the United
States and competition for the 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 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 for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

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

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

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

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

Item 2.     Description of Properties

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

                           Date of
Property                   Purchase       Type of Ownership             Use

Lazy Hollow Apartments     07/01/89  Fee ownership, subject to       Apartment
  Columbia, MD                       a first mortgage                178 units

Homestead Apartments       11/10/88  Fee ownership subject to        Apartment
  East Lansing, MI                   a first mortgage                168 units

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)
<S>                         <C>          <C>         <C>                    <C>
Lazy Hollow Apartments      $ 8,260      $ 3,548     5-40 yrs     S/L       $  7,741
Homestead Apartments          5,977        2,587     5-40 yrs     S/L          4,685
                            $14,237      $ 6,135                            $ 12,426
</TABLE>

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

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                                  Principal                                        Principal
                                 Balance At                                         Balance
                                December 31,    Interest    Period    Maturity      Due At
Property                            2002          Rate    Amortized     Date     Maturity (1)
                               (in thousands)                                   (in thousands)
Lazy Hollow Apartments
<S>                                <C>            <C>       <C>        <C>           <C>
  1st trust deed                   $ 3,620        7.50%     30 yrs     07/19         $ --
Homestead Apartments
  1st trust deed                     4,385        7.02%     20 yrs     11/21             --
                                   $ 8,005                                           $ --
</TABLE>

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

On September  7, 2001,  the  Partnership  refinanced  the  mortgage  encumbering
Homestead Apartments.  The refinancing of Homestead Apartments replaced mortgage
indebtedness of approximately $3,033,000 with a new mortgage of $4,511,000.  The
mortgage was  refinanced at a rate of 7.02% compared to the prior rate of 7.33%.
Payments of  approximately  $35,000 are due on the first day of each month until
the note  matures  in  November  2021 at which time the  mortgage  will be fully
amortized.  At the  closing,  a  repair  escrow  of  approximately  $50,000  was
established and was held by the lender.  Capitalized  loan costs incurred on the
refinancing  were  approximately  $161,000 for the year ended December 31, 2001.
The Partnership  wrote off  unamortized  loan costs resulting in a loss on early
extinguishment of debt of approximately $31,000.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2002 and 2001 for each property:

<TABLE>
<CAPTION>

                                          Average Annual                 Average
                                           Rental Rates                 Occupancy
                                            (per unit)
 Property                              2002            2001          2002       2001

<S>                                  <C>             <C>             <C>        <C>
 Lazy Hollow Apartments              $11,802         $11,158         93%        97%
 Homestead Apartments                  8,709           8,537         91%        91%
</TABLE>

The  General  Partner  attributes  the  decrease  in  occupancy  at Lazy  Hollow
Apartments  to a fire that  damaged 12  apartment  units.  The  decrease is also
attributable to the purchase of new homes by tenants due to lower interest rates
and the competitive market of the apartment industry in the Columbia area.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
residential  apartment  complexes in the area. The General Partner believes that
all of the properties  are  adequately  insured.  The  multi-family  residential
properties'  lease terms are for one year or less. No residential  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.

Real Estate Taxes and Rates

Real estate taxes and rates in 2002 for each property were:

                                              2002            2002
                                            Billing           Rate
                                         (in thousands)
Property
Lazy Hollow Apartments (1)                    $143            1.16%
Homestead Apartments                           201            7.26%

(1)   Tax bill is for the fiscal year of the taxing authority which differs from
      that of the Partnership.

Capital Improvements

Lazy Hollow Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$1,001,000 of capital improvements at Lazy Hollow Apartments consisting of major
construction   and  water  heater,   cabinet,   appliance  and  floor   covering
replacements.  These  improvements  were  funded  from  operating  cash flow and
insurance  proceeds.   The  Partnership  is  currently  evaluating  the  capital
improvement needs of the property for the upcoming year and currently expects to
budget approximately $53,000.  Additional  improvements may be considered during
2003 and will  depend  on the  physical  condition  of the  property  as well as
replacement reserves and anticipated cash flow generated by the property.

Homestead Apartments

During the year ended December 31, 2002, the Partnership completed approximately
$54,000 of capital improvements at Homestead Apartments  consisting primarily of
parking area paving,  floor covering  replacements and office  computers.  These
improvements  were funded from operating cash flow. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $50,000.  Additional  improvements
may be considered  and 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 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 General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to 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 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  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
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further briefing, as ordered by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  trial  date of  January  13,  2003 (as well as the  pre-trial  and
discovery cut-off dates) and stayed the case in its entirety through November 7,
2002 so that the parties could have an  opportunity  to discuss  settlement.  On
October  30,  2002,  the court  entered  an order  extending  the stay in effect
through January 10, 2003.

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

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

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

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

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

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

During the quarter ended December 31, 2002, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.


                                     PART II

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

The  Partnership,  a  publicly-held  limited  partnership  sold  47,384  Limited
Partnership  Units during its offering period through September 30, 1988, and as
of December 31, 2002, had 47,311 Limited  Partnership  Units outstanding held by
2,498 Limited Partners of record. Affiliates of the General Partner owned 20,258
units or 42.82% at December 31, 2002.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2002 and 2001:

                                                Distributions
                                                          Per Limited
                                       Aggregate        Partnership Unit
                                    (in thousands)

     01/01/01 - 12/31/01 (1)              $2,469             $ 50.28
     01/01/02 - 12/31/02 (2)                 656               13.59

(1)   During  the  year  ended  December,   2001,  the  Partnership  distributed
      approximately  $886,000  (approximately  $871,000  to limited  partners or
      $18.41  per  limited  partnership  unit)  from  operations,  approximately
      $288,000  (approximately $285,000 to limited partners or $6.02 per limited
      partnership  unit) from the sale proceeds of Casa Granada  Apartments  and
      approximately $1,235,000  (approximately  $1,223,000 or $25.85 per limited
      partnership unit) from the refinancing  proceeds of Homestead  Apartments.
      Pursuant to the Partnership Agreement,  the General Partner is entitled to
      receive a distribution  equal to 3% of the aggregate  disposition price of
      sold  properties.  Pursuant  to this  provision,  during  the  year  ended
      December 31, 2001, the  Partnership  declared and paid a  distribution  of
      approximately  $60,000 to the General  Partner related to the sale of Casa
      Granada  Apartments.  These  distributions  are subordinate to the limited
      partners  receiving a preferred  return,  as specified in the  Partnership
      Agreement.  If the limited  partners  have not  received  their  preferred
      return when the  Partnership  terminates,  the General Partner will return
      these amounts to the Partnership.

(2)   Consists of cash from operations.

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

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 20,258 limited partnership units in
the Partnership  representing  42.82% of the  outstanding  units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  As a result of its ownership of 42.82% of the outstanding
units,  AIMCO is in a position  to  influence  all such  voting  decisions  with
respect to the  Partnership.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  Partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

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

This item should be read in conjunction with "Item 7. Financial  Statements" and
other items contained elsewhere in this report.

Results of Operations

The  Partnership  realized net income for the years ended  December 31, 2002 and
2001 of approximately $1,120,000 and $641,000, respectively. The increase in net
income for the year ended  December 31, 2002 is due  primarily to an increase in
total revenues slightly offset by an increase in total expenses.

Total revenues for the year ended December 31, 2002 increased due to an increase
in rental income and a casualty gain at Lazy Hollow Apartments  partially offset
by a decrease in other income. Rental income increased due to an increase in the
average  rental  rate for both  properties  partially  offset by a  decrease  in
average  occupancy at Lazy Hollow Apartments and an increase in bad debt expense
at both  properties.  The slight  decrease in other income is primarily due to a
decrease in interest  income,  as a result of lower average cash balances  being
held in  interest  bearing  accounts,  being  largely  offset by an  increase in
utility reimbursements.

On November 12, 2001, a fire occurred at Lazy Hollow  Apartments that damaged 12
apartment  units. The property  incurred  damages of approximately  $828,000 and
estimated  lost  rents  of   approximately   $83,000.   Insurance   proceeds  of
approximately $823,000 were received during the twelve months ended December 31,
2002 for  building  costs.  The  Partnership  recognized  $83,000  in lost rents
insurance  proceeds in rental income during the twelve months ended December 31,
2002.  The  Partnership  recognized a casualty  gain of  approximately  $425,000
during the year ended  December 31,  2002,  which  represents  the excess of the
proceeds   received  as  of  December  31,  2002  over  the   write-off  of  the
undepreciated damaged assets.

Total expenses for the year ended December 31, 2002 increased due to an increase
in interest  and  general  and  administrative  expenses  partially  offset by a
decrease in operating expense.  Effective April 1, 2002, the Partnership adopted
Statement  of  Financial   Accounting  Standard  No.  145,  "Recission  of  FASB
Statements  4, 44,  and 64",  which  established  that  gains  and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual  in  nature  and  occur  infrequently.  As a  result,  the  accompanying
consolidated  statement of operations  for the year ended  December 31, 2001 has
been restated as of January 1, 2001,  to reflect a loss on early  extinguishment
of  debt of  approximately  $31,000  as  interest  expense.  The  loss on  early
extinguishment  of debt was due to the  refinancing of the mortgage  encumbering
Homestead  Apartments in September 2001 and the related write off of unamortized
loan costs.  The  increase in interest  expense for the year ended  December 31,
2002, is due to the  refinancing in 2001 of the mortgage  encumbering  Homestead
Apartments at a higher principal balance,  partially offset by the loss on early
extinguishment of debt in 2001.

General and  administrative  expenses  increased for the year ended December 31,
2002 due to an increase  in the  partnership  management  fee due to the General
Partner, which is based on adjusted cash flow from operations. This increase was
partially offset by a decrease in reimbursements  of accountable  administrative
expenses.  Also  included in general and  administrative  expenses for the years
ended  December 31, 2002 and 2001, are costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement.  Operating expense decreased due to
a decrease in property and maintenance  expenses partially offset by an increase
in  administrative  expense.  Property  expense  decreased  due to a decrease in
employee salaries and utilities at Lazy Hollow Apartments.  Maintenance  expense
decreased due to a decrease in contract  repairs,  floor covering  replacements,
and other maintenance  materials at Homestead  Apartments.  Maintenance  expense
also decreased as a result of a change in accounting  estimate  during 2002 that
resulted in the  capitalization  of certain  direct and indirect  project costs,
primarily  payroll  related costs (See "Item 7. Financial  Statements,  Note A -
Organization  and  Significant  Accounting  Policies").  Administrative  expense
increased due to an increase in business license fees and telephone  services at
Lazy Hollow Apartments.

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

Capital Resources and Liquidity

At  December  31,  2002,  the  Partnership  held  cash and cash  equivalents  of
approximately  $1,166,000  compared to  approximately  $922,000 at December  31,
2001. For the year ended December 31, 2002, cash and cash equivalents  increased
by approximately  $244,000 from the Partnership's  year ended December 31, 2001.
The increase in cash and cash equivalents is due to approximately  $1,381,000 of
cash provided by operating activities partially offset by approximately $871,000
of cash used in financing activities and approximately  $266,000 of cash used in
investing  activities.  Cash used in financing activities consisted primarily of
payments of principal on the mortgages  encumbering the Registrant's  properties
and  distributions  to  partners.  Cash used in investing  activities  consisted
primarily  of  property  improvements  and  replacements   partially  offset  by
insurance  proceeds received and net withdrawals from restricted escrow accounts
maintained by the mortgage  lender.  The Registrant  invests its working capital
reserves in interest bearing accounts.

On September  7, 2001,  the  Partnership  refinanced  the  mortgage  encumbering
Homestead Apartments.  The refinancing of Homestead Apartments replaced mortgage
indebtedness of approximately $3,033,000 with a new mortgage of $4,511,000.  The
mortgage was  refinanced at a rate of 7.02% compared to the prior rate of 7.33%.
Payments of  approximately  $35,000 are due on the first day of each month until
the note  matures  on  November  2021 at which time the  mortgage  will be fully
amortized.  At the  closing,  a  repair  escrow  of  approximately  $50,000  was
established and was held by the lender.  Capitalized  loan costs incurred on the
refinancing  were  approximately  $161,000 for the year ended December 31, 2001.
The Partnership  wrote off  unamortized  loan costs resulting in a loss on early
extinguishment of debt of approximately $31,000.

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 both of the  properties  to  adequately  maintain  the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state, and local legal and regulatory requirements. The General Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year and currently expects to budget approximately $103,000. Additional
improvements  may be  considered  during  2003 and will  depend on the  physical
condition of each property as well as replacement  reserves and anticipated cash
flow  generated  by each  property.  To the extent  that such  budgeted  capital
improvements are completed,  the Registrant's  distributable  cash flow, if any,
may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately  $8,005,000 has maturity dates ranging from July
2019 to November  2021 at which time the  mortgages  are  scheduled  to be fully
amortized.  The 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 Registrant will risk
losing such properties through foreclosure.

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

<TABLE>
<CAPTION>

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

<S>                    <C>              <C>              <C>               <C>
Operations             $ 656            $13.59           $  886            $18.41
Sale (1)                  --                --              288              6.02
Refinancing (2)           --                --            1,235             25.85
Disposition
  fee (3)                 --                --               60                --
                       $ 656            $13.59           $2,469            $50.28
</TABLE>

(1)  From  the  sale  proceeds  of Casa  Granada  Apartments  sold  in 2000  and
     distributed during the first quarter of 2001.

(2)  From the  refinancing of Homestead  Apartments  during the third quarter of
     2001.

(3)  The Partnership paid a distribution of approximately $60,000 to the General
     Partner  relating  to the  disposition  fee  for the  sale of Casa  Granada
     Apartments.  This fee is  subordinate to the limited  partners  receiving a
     preferred return, as specified in the Partnership Agreement. If the limited
     partners  have not received  their  preferred  return when the  Partnership
     terminates, the General Partner will return this amount to the Partnership.

The  Partnership's  cash  available  for  distribution  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  expenditures  to permit  distributions  to its partners
during 2003 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 20,258 limited partnership units in
the Partnership  representing  42.82% of the  outstanding  units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  As a result of its ownership of 42.82% of the outstanding
units,  AIMCO is in a position  to  influence  all such  voting  decisions  with
respect to the  Partnership.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  Partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the 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 consolidated  financial  statements in "Item 7. Financial  Statements".  The
General  Partner  believes that the  consistent  application  of these  policies
enables  the  Partnership  to  provide  readers  of the  consolidated  financial
statements  with  useful  and  reliable   information  about  the  Partnership's
operating  results and financial  condition.  The  preparation  of  consolidated
financial statements in conformity with accounting principles generally accepted
in the United States requires the Partnership to make estimates and assumptions.
These  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities at the date of the financial  statements as well as reported amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from these  estimates.  Judgments and  assessments of  uncertainties  are
required in applying the  Partnership's  accounting  policies in many areas. The
following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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


Item 7.     Financial Statements

ANGELES INCOME PROPERTIES, LTD. 6

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

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

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

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

      Notes to Consolidated Financial Statements

                     Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Income Properties, Ltd. 6


We have audited the  accompanying  consolidated  balance sheet of Angeles Income
Properties,  Ltd.  6 as of  December  31,  2002,  and the  related  consolidated
statements of operations, changes in partners' (deficit) capital, and cash flows
for each of the two years in the period ended December 31, 2002. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of Angeles Income
Properties,  Ltd. 6 at December 31, 2002,  and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States.

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


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 14, 2003


                        ANGELES INCOME PROPERTIES, LTD. 6

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                       <C>
   Cash and cash equivalents                                              $ 1,166
   Receivables and deposits                                                   187
   Restricted escrows                                                         130
   Other assets                                                               324
   Investment properties (Notes B and G):
      Land                                                  $ 1,398
      Buildings and related personal property                12,839
                                                             14,237
      Less accumulated depreciation                          (6,135)        8,102
                                                                          $ 9,909
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                       $    18
   Tenant security deposit liabilities                                         72
   Other liabilities                                                          175
   Due to General Partner and affiliates                                      130
   Mortgage notes payable (Note B)                                          8,005

Partners' (Deficit) Capital
   General partner                                          $  (143)
   Limited partners (47,311 units issued
      and outstanding)                                        1,652         1,509
                                                                          $ 9,909


                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                        ANGELES INCOME PROPERTIES, LTD. 6

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

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                 2002         2001
     Revenues:                                                           (Restated)
<S>                                                          <C>         <C>
        Rental income                                        $  3,258    $  3,191
        Other income                                              223         234
        Casualty gain (Note C)                                    425          --
           Total revenues                                       3,906       3,425

     Expenses:
        Operating                                               1,093       1,142
        General and administrative                                254         239
        Depreciation                                              497         488
        Interest                                                  597         583
        Property taxes                                            345         332
           Total expenses                                       2,786       2,784

     Net income (Note F)                                     $  1,120    $    641

     Net income allocated to general partner (1%)            $     11    $      6
     Net income allocated to limited partners (99%)             1,109         635
                                                             $  1,120    $    641

     Net income per limited partnership unit                 $  23.44    $  13.42

     Distributions per limited partnership unit              $  13.59    $  50.28


                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                        ANGELES INCOME PROPERTIES, LTD. 6

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

<TABLE>
<CAPTION>


                                        Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

<S>                                       <C>           <C>       <C>        <C>
Original capital contributions            47,384        $ 1       $47,384    $47,385

Partners' (deficit) capital at
   December 31, 2000                      47,311       $ (57)     $ 2,930    $ 2,873

Distributions to partners                     --          (90)     (2,379)    (2,469)

Net income for the year
   ended December 31, 2001                    --            6         635        641

Partners' (deficit) capital at
   December 31, 2001                      47,311         (141)      1,186      1,045

Distributions to partners                     --          (13)       (643)      (656)

Net income for the year
   ended December 31, 2002                    --           11       1,109      1,120

Partners' (deficit) capital at
   December 31, 2002                      47,311       $ (143)    $ 1,652    $ 1,509


                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                        ANGELES INCOME PROPERTIES, LTD. 6

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

                                                              Years Ended December 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                            <C>          <C>
  Net income                                                   $  1,120     $    641
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                                     497          488
   Amortization of loan costs                                         8           14
   Casualty gain                                                   (425)          --
   Loss on early extinguishment of debt                              --           31
   Change in accounts:
      Receivables and deposits                                       50          (53)
      Other assets                                                   (9)          (2)
      Accounts payable                                              (11)        (201)
      Tenant security deposit liabilities                            17           --
      Due to General Partner and affiliates                          44            6
      Other liabilities                                              90         (162)

          Net cash provided by operating activities               1,381          762

Cash flows from investing activities:
  Property improvements and replacements                         (1,117)        (219)
  Net withdrawals from (deposits to) restricted escrows              28          (63)
  Insurance proceeds received                                       823           --

          Net cash used in investing activities                    (266)        (282)

Cash flows from financing activities:
  Proceeds from mortgage note payable                                --        4,511
  Repayment of mortgage note payable                                 --       (3,033)
  Loan costs paid                                                    --         (161)
  Distributions to partners                                        (656)      (2,469)
  Payments on mortgage notes payable                               (215)        (144)

          Net cash used in financing activities                    (871)      (1,296)

Net increase (decrease) in cash and cash equivalents                244         (816)
Cash and cash equivalents at beginning of the year                  922        1,738
Cash and cash equivalents at end of the year                   $  1,166     $    922

Supplemental disclosure of cash flow information:
  Cash paid for interest                                       $    562     $    555

Property improvements and replacements in Due to
  General Partner and affiliates                               $     80     $    113
Property improvements and replacements in accounts
  Payable                                                      $     --     $     29

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                       ANGELES INCOME PROPERTIES, LTD. 6

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002


Note A - Organization and Significant Accounting Policies

Organization:   Angeles  Income   Properties,   Ltd.  6  (the  "Partnership"  or
"Registrant")  is  a  publicly-held  limited  partnership  organized  under  the
California Uniform Limited  Partnership Act pursuant to the Agreement of Limited
Partnership dated June 29, 1984, as amended. The Partnership's  general partner,
Angeles Realty  Corporation II, a California  corporation (the "General Partner"
or "ARC II") was wholly-owned by Insignia  Properties  Trust ("IPT").  Effective
February 26, 1999, IPT merged into Apartment  Investment and Management  Company
("AIMCO"),  a publicly traded real estate  investment  trust.  Thus, the General
Partner is now a wholly-owned  subsidiary of AIMCO.  The  Partnership  Agreement
provides  that the  Partnership  is to terminate  on December  31, 2037,  unless
terminated prior to such date. As of December 31, 2002, the Partnership operates
two residential properties in Maryland and Michigan.

Principles  of  Consolidation:  The  consolidated  financial  statements  of the
Partnership  include  its 99%  limited  partnership  interests  in  Lazy  Hollow
Partners,  Ltd.  (the  "Partnership").  The  Partnership  may remove the General
Partner of this  partnership;  therefore,  the  partnership  is  controlled  and
consolidated by the Partnership.  All significant interentity balances have been
eliminated.

Allocations  of  Profits,  Gains,  Losses  and  Distributions  to  Partners:  In
accordance  with  the  Agreement  of  Limited   Partnership  (the   "Partnership
Agreement"),  any gain from the sale or other disposition of Partnership  assets
will be  allocated  first to the General  Partner to the extent of the amount of
any  Incentive  Interest  to which the  General  Partner is  entitled.  Any gain
remaining  after said  allocation  will be allocated to the General  Partner and
Limited Partners in proportion to their interests in the Partnership;  provided,
that the gain  shall  first be  allocated  to  Partners  with  negative  account
balances,  in proportion to such balances, in an amount equal to the sum of such
negative capital account balances.

The Partnership will allocate other profits and losses 1% to the General Partner
and 99% to the Limited Partners.

Except as discussed below, the Partnership will allocate distributions 1% to the
General Partner and 99% to the Limited Partners.

Upon  the  sale  or  other  disposition,  or  refinancing  of any  asset  of the
Partnership, the Distributable Net Proceeds shall be distributed as follows: (i)
First, to the General Partner,  on account of the current and accrued Management
Fee payable,  deferred as contemplated  therein (ii) Second,  to the Partners in
proportion to their interests until the Limited Partners have received  proceeds
equal to their unrecovered  Capital  Contributions  (iii) Third, to the Partners
until the Limited  Partners have received  distributions  equal to their 6% (not
compounded) Cumulative  Distribution;  (iv) Fourth, to the General Partner until
it has received an amount equal to 3% of the aggregate Disposition Prices of all
properties or investments sold (Initial Incentive  Interest);  (v) Fifth, to the
Partners until the Limited Partners have received  distributions  equal to their
8% (not  compounded)  Cumulative  Distribution,  with certain  limited  partners
receiving additional priority  distributions ranging from 1.5% to 4.5% per annum
(not  compounded);  and (vi) Sixth,  thereafter,  86% to the Limited Partners in
proportion to their interests and 14% (Final Incentive  Interest) to the General
Partner.

Fair Value of Financial Instruments: Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes  that the carrying  amount of its
financial  instruments (except for long term debt) approximates their fair value
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's  long term debt, after  discounting the scheduled loan payments to
maturity,  at the  Partnership's  incremental  borrowing rate was  approximately
$8,678,000 at December 31, 2002.

Depreciation:  Depreciation is calculated by the  straight-line  method over the
estimated  lives of the  investment  properties  and related  personal  property
ranging  from 15 to 40 years for  buildings  and  improvements  and from five to
seven years for  furnishings.  For Federal income tax purposes,  the accelerated
cost recovery method is used for real property over 18 years for additions after
March 15, 1984 and before May 9, 1985,  and 19 years for additions  after May 8,
1985, and before January 1, 1987. As a result of the Tax Reform Act of 1986, for
additions after December 31, 1986, the modified accelerated cost recovery method
is used for depreciation of (1) real property over 27 1/2 years and (2) personal
property additions over 5 years.

Use of  Estimates:  The  preparation  of  consolidated  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 consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash balances include  approximately  $1,145,000 at
December 31, 2002 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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  their space and is current on their rental
payments.

Investment Properties:  Investment properties consist of two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.  In accordance with Financial  Accounting  Standards Board
Statement  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets",  the Partnership records impairment losses on long-lived assets used in
operations  when  events and  circumstances  indicate  that the assets  might be
impaired  and the  undiscounted  cash flows  estimated  to be generated by those
assets are less than the carrying  amounts of those  assets.  Costs of apartment
properties  that have  been  permanently  impaired  have  been  written  down to
appraised  value.  No  adjustment  for  impairment of value was recorded for the
years ended December 31, 2002 and 2001.

During 2001, AIMCO, an affiliate of the general partner,  commissioned a project
to study process  improvement ideas to reduce operating costs. The result of the
study led to a re-engineering of business processes and eventual redeployment of
personnel and related capital spending. The implementation of these plans during
2002, accounted for as a change in accounting estimate, resulted in a refinement
of the  Partnership's  process  for  capitalizing  certain  direct and  indirect
project costs (principally  payroll related costs) and increased  capitalization
of such costs by approximately $31,000 in 2002 compared to 2001.

Restricted Escrows: As a result of the refinancing in prior years of Lazy Hollow
Apartments, a general reserve account was established to cover necessary repairs
and  replacements  of  existing  improvements.   The  balance  for  Lazy  Hollow
Apartments at December 31, 2002, is approximately  $36,000 with required monthly
deposits  of  $2,000.   In  addition,   Lazy  Hollow  Apartments  has  deposited
approximately $94,000 in an additional reserve account.

Loan Costs: Loan costs of approximately $161,000, less accumulated  amortization
of approximately  $13,000 at December 31, 2002, are included in other assets and
are being  amortized  by the  straight  line  method  over the life of the loan.
Amortization  expense for the year ended  December  31, 2002,  is  approximately
$8,000 and is  included  in interest  expense on the  accompanying  consolidated
statement of operations.  Amortization  expense is estimated to be approximately
$8,000 for each of the years 2003 through 2007.

Advertising:  The  Partnership  expenses  the cost of  advertising  as incurred.
Advertising  costs of  approximately  $40,000  and  $39,000  for the years ended
December 31, 2002 and 2001, respectively,  were charged to operating expense for
the residential properties as incurred.

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

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial  reports.  SFAS No. 131 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.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
provides  accounting  guidance for  financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years  beginning
after December 15, 2001. The Partnership  adopted SFAS 144 effective  January 1,
2002. The adoption did not have a material  effect on the financial  position or
results of operations of the Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Rescission of FASB  Statements No. 4, 44, and 64". SFAS No. 4 "Reporting  Gains
and Losses from Extinguishment of Debt," required that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently.  SFAS 145 is  effective  for
fiscal years  beginning  after May 15, 2002 with early  adoption an option.  The
Partnership  adopted  SFAS  145  effective  April  1,  2002.  As a  result,  the
accompanying  consolidated  statement of operations  for the year ended December
31,  2001 has been  restated  as of January 1, 2001 to reflect the loss on early
extinguishment  of debt of  approximately  $31,000 at  Homestead  Apartments  as
interest  expense due to the refinancing in September 2001 and the related write
off of unamortized loan costs.

Note B - Mortgage Notes Payable

The terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                            Principal      Monthly                            Principal
                           Balance At      Payment     Stated                  Balance
                            December      Including   Interest    Maturity      Due At
        Property              2002         Interest     Rate        Date       Maturity
                                (in thousands)                              (in thousands)
Lazy Hollow Apartments
<S>                          <C>             <C>        <C>        <C>           <C>
  1st trust deed             $ 3,620         $32        7.50%      07/19         $ --
Homestead Apartments
  1st trust deed               4,385          35        7.02%      11/21            --
                             $ 8,005         $67                                 $ --
</TABLE>

On September  7, 2001,  the  Partnership  refinanced  the  mortgage  encumbering
Homestead Apartments.  The refinancing of Homestead Apartments replaced mortgage
indebtedness of approximately $3,033,000 with a new mortgage of $4,511,000.  The
mortgage was  refinanced at a rate of 7.02% compared to the prior rate of 7.33%.
Payments of  approximately  $35,000 are due on the first day of each month until
the note  matures  in  November  2021 at which time the  mortgage  will be fully
amortized.  At the  closing,  a  repair  escrow  of  approximately  $50,000  was
established and was held by the lender.  Capitalized  loan costs incurred on the
refinancing  were  approximately  $161,000 for the year ended December 31, 2001.
The Partnership  wrote off  unamortized  loan costs resulting in a loss on early
extinguishment of debt of approximately $31,000.

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
Partnership's   investment  properties  and  by  pledge  of  revenues  from  the
investment  properties.  Prepayment  penalties are imposed if the mortgage notes
are repaid prior to maturity. Further, the investment properties may not be sold
subject to existing indebtedness.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2002 are as follows (in thousands):

                                   2003          $  232
                                   2004             249
                                   2005             268
                                   2006             288
                                   2007             309
                                Thereafter        6,659
                                                $ 8,005

Note C - Casualty Event

On November 12, 2001, a fire occurred at Lazy Hollow  Apartments that damaged 12
apartment  units. The property  incurred  damages of approximately  $828,000 and
estimated  lost  rents  of   approximately   $83,000.   Insurance   proceeds  of
approximately $823,000 were received during the twelve months ended December 31,
2002 for  building  costs.  The  Partnership  recognized  $83,000  in lost rents
insurance  proceeds in rental income during the twelve months ended December 31,
2002.  The  Partnership  recognized a casualty  gain of  approximately  $425,000
during the twelve months ended December 31, 2002, which represents the excess of
the  proceeds  received  as of  December  31,  2002  over the  write-off  of the
undepreciated damaged assets.

Note D - Transactions with Affiliated Parties

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

During the year ended  December  31,  2002 and 2001,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  both  of the
Partnership's residential properties for providing property management services.
The Registrant paid to such affiliates  approximately  $178,000 and $195,000 for
the years ended December 31, 2002 and 2001,  respectively,  which is included in
operating expense.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $177,000 and $221,000 for the
years  ended  December  31,  2002 and 2001,  respectively,  which is included in
general and administrative  expenses and investment properties.  At December 31,
2002, a refund of amounts charged for 2002 accountable  administrative  expenses
from an affiliate of the General Partner of approximately $40,000 is included in
Due to General Partner and affiliates on the accompanying  consolidated  balance
sheet as a reduction of amounts owed to the General Partner. For the years ended
December  31, 2002 and 2001,  the first three  quarters  were based on estimated
amounts and in the fourth  quarter of 2002,  the  reimbursements  of accountable
administrative  expenses  were  adjusted  based on actual  costs (see "Note E").
Included in these amounts are fees related to construction  management  services
provided by an affiliate  of the General  Partner of  approximately  $81,000 and
$110,000  for the years  ended  December  31, 2002 and 2001,  respectively.  The
construction  management  service  fees are  calculated  based on  additions  to
investment  properties.  Construction service fees of approximately  $80,000 are
included in Due to General  Partner and affiliates on the  consolidated  balance
sheet as of December 31, 2002.

Pursuant  to the  Partnership  Agreement,  the  General  Partner is  entitled to
receive a distribution  equal to 3% of the aggregate  disposition  price of sold
properties. Pursuant to this provision, during the year ended December 31, 2000,
the  Partnership  paid a distribution of  approximately  $174,000 to the General
Partner  related to the sale of  Wakonda  Shopping  Center and Town and  Country
Shopping Center. Pursuant to this provision,  during the year ended December 31,
2001, the Partnership declared and paid a distribution of approximately  $60,000
payable to the General Partner  related to the sale of Casa Granada  Apartments.
These fees are subordinate to the limited partners receiving a preferred return,
as specified in the  Partnership  Agreement.  If the limited  partners  have not
received their  preferred  return when the Partnership  terminates,  the General
Partner will return this amount to the Partnership.

Pursuant  to  the  Partnership   Agreement  for  managing  the  affairs  of  the
Partnership, the General Partner is entitled to receive a Partnership Management
Fee equal to 10% of the Partnership's  net cash from operations.  As of December
31, 2002, the Partnership has expensed  approximately  $90,000 for the 2002 fee.
This  amount  is  included  in Due to  General  Partner  and  affiliates  on the
consolidated  balance  sheet.  As of December  31,  2001,  the  Partnership  had
expensed  approximately  $34,000  for the 2001 fee.  Payment of the  partnership
management fee is restricted to  distributable  net proceeds,  as defined in the
Partnership  Agreement.  The  2001  partnership  management  fee was  paid  with
distributable net proceeds from the refinancing of Homestead Apartments in 2001.
The 2002  partnership  management fee will remain accrued until such time as the
partnership receives additional distributable proceeds.


The Partnership paid an affiliate of the General Partner  approximately  $45,000
for loan costs  associated  with the  refinancing of Homestead  Apartments  (see
"Note B") during the year ended December 31, 2001. These amounts are included in
other assets and are being amortized over the life of the respective mortgage.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the years ended December 31, 2002
and 2001, the Partnership  paid AIMCO and its affiliates  approximately  $40,000
and $26,000,  respectively,  for  insurance  coverage and fees  associated  with
policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 20,258 limited partnership units in
the Partnership  representing  42.82% of the  outstanding  units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  As a result of its ownership of 42.82% of the outstanding
units,  AIMCO is in a position  to  influence  all such  voting  decisions  with
respect to the  Partnership.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  Partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Note E - Fourth-Quarter Adjustment

The Partnership's  policy is to record management  reimbursements to the General
Partner as allowed under the Partnership  Agreement on a quarterly basis,  using
estimated  financial  information  furnished  by an  affiliate  of  the  General
Partner.  For  the  first  three  quarters  of  2002,  these  reimbursements  of
accountable  administrative expenses were based on estimated amounts. During the
fourth  quarter of 2002,  the  Partnership  recorded an adjustment to management
reimbursements  to  the  General  Partner  of  approximately  $40,000  due  to a
difference  in the  estimated  costs and the actual costs  incurred.  The actual
management reimbursements to the General Partner for the year ended December 31,
2002  were  approximately  $96,000,  as  compared  to the  estimated  management
reimbursements  to the General  Partner for the nine months ended  September 30,
2002 of approximately $102,000.

Note F - 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 consolidated financial
statements of the  Partnership.  Taxable  income or loss of the  Partnership  is
reported in the income tax returns of its partners.

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

                                             2002          2001

Net income as reported                     $ 1,120       $   641
Add (deduct):
  Depreciation differences                    (145)         (180)
  Other                                       (399)         (249)
Federal taxable income                     $   576       $   212

Federal taxable income per
  limited partnership unit                 $ 12.05       $  4.44

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

   Net assets as reported              $ 1,509
   Land and buildings                    5,533
   Accumulated depreciation             (1,209)
   Syndication                           6,802
   Other                                   161
   Net assets - tax basis              $12,796

Note G - Investment Properties and Accumulated Depreciation


<TABLE>
<CAPTION>

                                                   Initial Cost
                                                  To Partnership
                                                  (in thousands)

                                                          Buildings          Cost
                                                         and Related       Removed
                                                           Personal     Subsequent to
        Description          Encumbrances      Land        Property      Acquisition
                            (in thousands)                              (in thousands)
<S>                             <C>            <C>         <C>             <C>
Lazy Hollow Apartments          $ 3,620        $ 998       $ 8,988         $(1,726)
Homestead Apartments              4,385           557        5,988            (568)

                                $ 8,005       $ 1,555      $14,976         $(2,294)
</TABLE>

                          Gross Amount At Which Carried
                               At December 31, 2002
                                  (in thousands)
<TABLE>
<CAPTION>

                                   Buildings
                                  And Related
                                    Personal              Accumulated    Date    Depreciable
       Description         Land     Property     Total   Depreciation  Acquired   Life-Years
                                                        (in thousands)
<S>                       <C>       <C>         <C>         <C>        <C>   <C>     <C>
Lazy Hollow Apartments    $  841    $ 7,419     $ 8,260     $ 3,548    07/01/89      5-40
Homestead Apartments         557      5,420       5,977       2,587    11/10/88      5-40

                          $1,398    $12,839     $14,237     $ 6,135
</TABLE>

Reconciliation of "investment properties and accumulated depreciation":

                                                 Years Ended December 31,
                                                  2002             2001
                                                      (in thousands)
Investment Properties
Balance at beginning of year                    $13,761           $13,400
    Property improvements                         1,055               361
    Disposal of investment properties              (579)               --
Balance at end of year                          $14,237           $13,761

Accumulated Depreciation
Balance at beginning of year                    $ 5,819           $ 5,331
    Additions charged to expense                    497               488
    Disposal of investment properties              (181)               --
Balance at end of year                          $ 6,135           $ 5,819

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and 2001,  is  approximately  $19,770,000  and  $19,508,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2002 and 2001,  is  approximately  $7,344,000  and  $6,702,000,
respectively.

Note H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its 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 General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to 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 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  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
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further briefing, as ordered by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  trial  date of  January  13,  2003 (as well as the  pre-trial  and
discovery cut-off dates) and stayed the case in its entirety through November 7,
2002 so that the parties could have an  opportunity  to discuss  settlement.  On
October  30,  2002,  the court  entered  an order  extending  the stay in effect
through January 10, 2003.

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

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

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

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

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

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

            None.

                                    PART III

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

Angeles Income Properties, Ltd. 6 (the "Partnership" or the "Registrant") has no
officers or  directors.  The names of the  director  and  executive  officers of
Angeles Realty  Corporation II ("ARC II" or the "General  Partner"),  their ages
and the  nature  of all  positions  with  ARC II  presently  held by them are as
follows:

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                    Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

Patrick J. Foye has been  Executive  Vice  President and Director of the General
Partner since October 1, 1998.  Mr. Foye has served as Executive  Vice President
of AIMCO since May 1998,  where he is responsible  for  continuous  improvement,
acquisitions of partnership securities, consolidation of minority interests, and
corporate and other acquisitions.  Prior to joining AIMCO, Mr. Foye was a Merger
and Acquisitions Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom
LLP from 1989 to 1998.

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

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

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

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

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

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner have approved the inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2002 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2003. Fees for 2002 were
audit  services of  approximately  $35,000 and non-audit  services  (principally
tax-related) of approximately $16,000.

Item 10.    Executive Compensation

Neither the  director nor officers  received any  remuneration  from the General
Partner during the year ended December 31, 2002.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2002.

Entity                                  Number of Units      Percentage

AIMCO Properties, LP                         14,796            31.27%
  (an affiliate of AIMCO)
Cooper River Properties, LLC                  3,506             7.41%
  (an affiliate of AIMCO)
Insignia Properties, LP                       1,956             4.14%
  (an affiliate of AIMCO)

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

AIMCO Properties,  LP is indirectly ultimately controlled by AIMCO. Its business
address is Stanford  Place 3, 4582 S. Ulster St.  Parkway,  Suite 1100,  Denver,
Colorado 80237.

No  director  or officer of the  General  Partner  owns any units.  The  General
Partner  owns 100 Units as  required by the terms of the  partnership  agreement
governing the Partnership.

The Partnership knows of no contractual arrangements, the operation of the terms
of  which  may at a  subsequent  date  result  in a  change  in  control  of the
Partnership, except for: Article 12.1 of the Agreement, which provides that upon
a vote of the limited  partners  holding  more than 50% of the then  outstanding
limited  partnership  units  the  general  partner  may  be  expelled  from  the
Partnership upon 90 days written notice.  In the event that a successor  general
partner has been elected by limited  partners  holding more than 50% of the then
outstanding  limited  partnership  units and if said limited  partners  elect to
continue the business of the Partnership,  the Partnership is required to pay in
cash to the expelled  general  partner an amount equal to the accrued and unpaid
management  fee,  described in Article 10 of the  Agreement  and to purchase the
general  partner's  interest in the  Partnership  on the  effective  date of the
expulsion,  which shall be an amount equal to the difference between the balance
of the general  partner's capital account and the fair market value of the share
of  distributable  net proceeds to which the general  partner would be entitled.
Such  determination of the fair market value of the share of  distributable  net
proceeds is defined in Article 12.2(b) of the Agreement.

Item 12.    Certain Relationships and Related Transactions

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

During the year ended  December  31,  2002 and 2001,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  both  of the
Partnership's residential properties for providing property management services.
The Registrant paid to such affiliates  approximately  $178,000 and $195,000 for
the years ended December 31, 2002 and 2001,  respectively,  which is included in
operating expense.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $177,000 and $221,000 for the
years  ended  December  31,  2002 and 2001,  respectively,  which is included in
general and administrative  expenses and investment properties.  At December 31,
2002, a refund of amounts charged for 2002 accountable  administrative  expenses
from an affiliate of the General Partner of approximately $40,000 is included in
Due to General Partner and affiliates on the accompanying  consolidated  balance
sheet as a reduction of amounts owed to the General Partner. For the years ended
December  31, 2002 and 2001,  the first three  quarters  were based on estimated
amounts and in the fourth  quarter of 2002,  the  reimbursements  of accountable
administrative  expenses  were  adjusted  based on actual  costs (see "Note E").
Included in these amounts are fees related to construction  management  services
provided by an affiliate  of the General  Partner of  approximately  $81,000 and
$110,000  for the years  ended  December  31, 2002 and 2001,  respectively.  The
construction  management  service  fees are  calculated  based on  additions  to
investment  properties.  Construction service fees of approximately  $80,000 are
included in Due to General  Partner and affiliates on the  consolidated  balance
sheet as of December 31, 2002.

Pursuant  to the  Partnership  Agreement,  the  General  Partner is  entitled to
receive a distribution  equal to 3% of the aggregate  disposition  price of sold
properties. Pursuant to this provision, during the year ended December 31, 2000,
the  Partnership  paid a distribution of  approximately  $174,000 to the General
Partner  related to the sale of  Wakonda  Shopping  Center and Town and  Country
Shopping Center. Pursuant to this provision,  during the year ended December 31,
2001, the Partnership declared and paid a distribution of approximately  $60,000
payable to the General Partner  related to the sale of Casa Granada  Apartments.
These fees are subordinate to the limited partners receiving a preferred return,
as specified in the  Partnership  Agreement.  If the limited  partners  have not
received their  preferred  return when the Partnership  terminates,  the General
Partner will return this amount to the Partnership.

Pursuant  to  the  Partnership   Agreement  for  managing  the  affairs  of  the
Partnership, the General Partner is entitled to receive a Partnership Management
Fee equal to 10% of the Partnership's adjusted cash flow from operations.  As of
December 31, 2002, the  Partnership has expensed  approximately  $90,000 for the
2002 fee.  This amount is included in Due to General  Partner and  affiliates on
the  consolidated  balance sheet.  As of December 31, 2001, the  Partnership had
expensed  approximately  $34,000  for the 2001 fee.  Payment of the  partnership
management fee is restricted to  distributable  net proceeds,  as defined in the
Partnership  Agreement.  The  2001  partnership  management  fee was  paid  with
distributable net proceeds from the refinancing of Homestead Apartments in 2001.
The 2002  partnership  management fee will remain accrued until such time as the
partrnership receives additional distributable proceeds.

The Partnership paid an affiliate of the General Partner  approximately  $45,000
for loan costs  associated  with the  refinancing of Homestead  Apartments  (see
"Note B") during the year ended December 31, 2001. These amounts are included in
other assets and are being amortized over the life of the respective mortgage.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the years ended December 31, 2002
and 2001, the Partnership  paid AIMCO and its affiliates  approximately  $40,000
and $26,000,  respectively,  for  insurance  coverage and fees  associated  with
policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 20,258 limited partnership units in
the Partnership  representing  42.82% of the  outstanding  units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  As a result of its ownership of 42.82% of the outstanding
units,  AIMCO is in a position  to  influence  all such  voting  decisions  with
respect to the  Partnership.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  Partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached.

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

            None.


Item 14.    Controls and Procedures

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

                                   SIGNATURES


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


                                    ANGELES INCOME PROPERTIES, LTD. 6


                                    By:   Angeles Realty Corporation II
                                          General Partner


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


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

                                   Date: March 28, 2003


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

/s/Patrick J. Foye      Executive Vice President      Date:  March 28, 2003
Patrick J. Foye         and Director


/s/Thomas C. Novosel    Senior Vice President         Date:  March 28, 2003
Thomas C. Novosel       and Chief Accounting Officer


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have  reviewed  this  annual  report  on  Form  10-KSB  of  Angeles  Income
Properties, Ltd. 6;


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


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


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


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


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


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


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


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


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


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


Date: March 28, 2003

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

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have  reviewed  this  annual  report  on  Form  10-KSB  of  Angeles  Income
Properties, Ltd. 6;


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


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


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


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


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


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


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


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


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


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


Date: March 28, 2003

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

                                  EXHIBIT INDEX


Exhibit

2.1         NPI, Inc.  Stock  Purchase  Agreement,  dated as of August 17, 1995,
            incorporated  by reference to the  Partnership's  Current  Report on
            Form 8-K dated August 17, 1995.

3.1         Amended  Certificate and Agreement of the Limited  Partnership filed
            in the  Partnership's  Prospectus  dated  June  11,  1987  which  is
            incorporated herein by reference.

3.2         Second  Amended and Restated  Bylaws of IPT,  dated  October 2, 1998
            incorporated  by reference to  Registrant's  Current  Report on Form
            8-K, dated October 1, 1998.

10.7        Agreement  of Purchase  and Sale of Real  Property  with  Exhibits -
            Homestead Apartments filed in Form 8-K dated November 10, 1988 which
            is incorporated herein by reference.

10.9        Agreement of Purchase and Sale of Real  Property and Exhibits - Lazy
            Hollow  Apartments  filed in Form 8-K dated December 1989,  which is
            incorporated herein by reference.

10.12       Stock  Purchase  Agreement  dated  November  24,  1992  showing  the
            purchase  of  100%  of  the  outstanding  stock  of  Angeles  Realty
            Corporation  II by  IAP  GP  Corporation,  a  subsidiary  of  MAE GP
            Corporation,  filed in Form 8-K dated  December 31,  1992,  which is
            incorporated herein by reference.

10.34       Multifamily  Note between GMAC Commercial  Mortgage  Corporation and
            Angeles  Income  Properties,  Ltd. 6 for the  refinance of Homestead
            Apartments (filed as Exhibit 10.34 on Form 8-K September 6, 2001).


99 Certification of Chief Executive Officer and Chief Financial Officer.


Exhibit 99


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



In  connection  with  the  Annual  Report  on  Form  10-KSB  of  Angeles  Income
Properties, Ltd. 6 (the "Partnership"),  for the year ended December 31, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Patrick J. Foye, as the equivalent of the chief executive officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                    /s/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 28, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 28, 2003


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