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

                                   Form 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 [No Fee Required]

                    For the fiscal year ended December 31, 2001

[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
   1934 [No Fee Required]

                For the transition period from _________to _________

                         Commission file number 0-16210

                         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.  $3,425,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2001. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                     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, 2001, 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, 2001 and 2000.

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.

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.

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.

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

Item 2.     Description of Properties

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

                           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  Registrant's  properties is the gross  carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.

<TABLE>
<CAPTION>

                              Gross
                            Carrying    Accumulated                         Federal
Property                      Value    Depreciation     Rate    Method     Tax Basis
                                (in thousands)                          (in thousands)
<S>                          <C>          <C>         <C>                   <C>
Lazy Hollow Apartments       $ 7,838      $ 3,403     5-40 yrs    S/L       $  7,995
Homestead Apartments           5,923        2,416     5-40 yrs    S/L          4,811
                             $13,761      $ 5,819                           $ 12,806
</TABLE>

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

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                                  Principal                                        Principal
                                 Balance At                                         Balance
                                December 31,    Interest    Period    Maturity      Due At
Property                            2001          Rate    Amortized     Date     Maturity (1)
                               (in thousands)                                   (in thousands)
Lazy Hollow Apartments
<S>                                <C>            <C>       <C>        <C>           <C>
  1st trust deed                   $ 3,726        7.50%     30 yrs     07/19         $ --
Homestead Apartments
  1st trust deed                     4,494        7.02%     20 yrs     11/21             --
                                   $ 8,220                                           $ --

</TABLE>

<PAGE>



(1)   See "Item 7. Financial  Statements - Note C" 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 is held by the lender.  Capitalized  loan costs incurred on the
refinancing were approximately  $161,000.  The Partnership wrote off unamortized
loan costs resulting in an extraordinary loss on early extinguishment of debt of
approximately $31,000.

Rental Rates and Occupancy

Average annual rental rates and occupancy for 2001 and 2000 for each property:

<TABLE>
<CAPTION>

                                          Average Annual                 Average
                                           Rental Rates                 Occupancy
 Property                              2001            2000          2001       2000

<S>                                <C>             <C>               <C>        <C>
 Lazy Hollow Apartments            $11,158/unit    $10,200/unit      97%        98%
 Homestead Apartments                8,537/unit      8,157/unit      91%        94%
</TABLE>

The Managing  General Partner  attributes the decrease in occupancy at Homestead
Apartments  to the  competitive  market of the  apartment  industry  in the East
Lansing area. The decrease is also  attributable to the purchase of new homes by
tenants due to lower interest rates.

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 2001 for each property were:

                                              2001            2001
                                            Billing           Rate
                                         (in thousands)
Properties
Lazy Hollow Apartments (1)                    $141            1.16%
Homestead Apartments                           192            7.14%

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


<PAGE>



Capital Improvements

Lazy Hollow Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$271,000 of capital  improvements at Lazy Hollow Apartments  consisting of water
heater  replacements,   interior  decoration,  plumbing  improvements,   cabinet
replacements, and floor covering and appliance replacements.  These improvements
were funded from operating cash flow.  The  Partnership is currently  evaluating
the capital improvement needs of the property for the upcoming year. The minimum
amount to be budgeted  is  expected  to be $300 per unit or $53,400.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Homestead Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$92,000 of capital improvements at Homestead Apartments  consisting primarily of
electrical   upgrades,   floor  covering  and  appliance   replacements.   These
improvements were funded from Partnership reserves. The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $50,400.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

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  intend to oppose the motion and are
scheduled  to file their  opposition  brief on March 26,  2002. A hearing on the
motion has been  scheduled for April 29, 2002.  The Court has set the matter for
trial in January 2003.

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

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

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


<PAGE>



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

During the quarter ended December 31, 2001, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.



<PAGE>





                                     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, 2001, had 47,311 Limited  Partnership  Units outstanding held by
2,614 Limited Partners of record. Affiliates of the General Partner owned 19,276
units or 40.74% at December 31, 2001.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2000 and 2001:

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/00 - 12/31/00                $3,157             $ 62.42
       01/01/01 - 12/31/01                 2,469               50.28

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. During the year ended December 31,
2000,  the  Partnership  distributed   approximately  $1,926,000  (approximately
$1,907,000 to limited partners or $40.31 per limited  partnership unit) from the
Town and  Country,  Wakonda  Shopping  Center and Casa  Granada  sale  proceeds,
approximately $1,030,000 (approximately $1,019,000 to limited partners or $21.54
per  limited  partnership  unit)  from  operations  and  approximately   $27,000
(approximately  $27,000 to limited  partners  or $0.57 per  limited  partnership
unit) from the Casa  Granada  refinance  proceeds.  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. 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.

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 2002 or subsequent periods.


<PAGE>



In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,276 limited partnership units in
the Partnership  representing  40.74% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 40.74% of the  outstanding  units,  AIMCO is in a position to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.


<PAGE>



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

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

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

Results of Operations

The  Partnership  realized  net income for the year ended  December  31, 2001 of
approximately  $641,000 as compared to a net loss of approximately  $268,000 for
the year ended  December 31, 2000. The increase in net income for the year ended
December 31, 2001 is due  primarily to a loss of  approximately  $533,000 on the
sale of Town and  Country  Shopping  Center,  Wakonda  Shopping  Center and Casa
Granada  Apartments,  a  loss  from  discontinued  operations  of  approximately
$161,000  and loss on early  extinguishment  of debt of  approximately  $110,000
during 2000 which was partially offset by loss on early  extinguishment  of debt
of approximately $31,000 for the year ended December 31, 2001 (as noted below).

Excluding the impact of  discontinued  operations and the operations and sale of
Casa  Granada  Apartments,  the  Partnership  had  net  income  from  continuing
operations of  approximately  $672,000 and $536,000 for the years ended December
31, 2001 and 2000,  respectively.  The increase in net income for the year ended
December 31, 2001 is due  primarily to an increase in total  revenues  which was
partially  offset  by an  increase  in total  expenses.  The  increase  in total
revenues is attributable to an increase in rental income and a small increase in
other income.  Rental income  increased due to an increase in the average annual
rental rates at both Homestead  Apartments and Lazy Hollow  Apartments which was
partially  offset by a decrease in  occupancy at both  properties.  Other income
increased  due to the return of rent revenue from the buyer of Wakonda  Shopping
Center and an increase in lease  cancellation  fees and deposit  forfeitures  at
Lazy Hollow Apartments  partially offset by a decrease in interest income due to
lower cash balances maintained in interest bearing accounts.

Total  expenses  increased due to an increase in property tax expense,  interest
expense,  and  operating  expense  which was offset by a decrease in general and
administrative  expense.  Property tax expense  increased  due to the timing and
receipt of property tax invoices from taxing authorities at Homestead Apartments
that  affected  estimates.  Interest  expense  increased  as  a  result  of  the
refinancing of the mortgage  encumbering  Homestead  Apartments during September
2001 which increased the debt balances.  Operating  expense  increased due to an
increase in property expense,  maintenance  expense and property management fees
which was  partially  offset by a  decrease  in  advertising  expense.  Property
expense  increased due to an increase in utility expenses and employee  salaries
and  related  benefits  at Lazy Hollow  Apartments  and gas utility  expenses at
Homestead  Apartments.  Maintenance  expense  increased  due to an  increase  in
contract  work and  maintenance  materials  at  Homestead  Apartments.  Property
management  fees  for  both  investment  properties  increased  as a  result  of
management   reimbursements   to  the  General  Partner  as  allowed  under  the
Partnership  Agreement.  Advertising  expense  decreased  due to a  decrease  in
periodical advertising at both investment properties and a decrease in newspaper
advertising at Homestead Apartments.

General and  administrative  expenses  decreased for the year ended December 31,
2001 due to a decrease in administrative, legal and professional expenses, audit
fees and the  partnership  management  fee due to the General  Partner  which is
based on adjusted cash from  operations.  The decrease was slightly offset by an
increase in the cost of services  included in the management  reimbursements  to
the General Partner allowed under the Partnership  Agreement.  Costs  associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included in general and administrative expenses.

During the year ended December 31, 2000, the Partnership  sold Wakonda  Shopping
Center and Town & Country Shopping Center to an unaffiliated third party for net
proceeds of  approximately  $5,303,000.  After  payoff of the first  mortgage of
approximately  $3,298,000 and payment of closing costs of approximately $496,000
the distributable net proceeds were  approximately  $2,006,000.  The Partnership
recorded  a loss of  approximately  $344,000  on the  sale  for the  year  ended
December  31,  2000.  Also,  during  the  year  ended  December  31,  2000,  the
partnership  sold Casa Granada  Apartments  to an  unaffiliated  third party for
approximately  $1,994,000.  After the assumption of the mortgage encumbering the
property by the  purchaser  and payment of closing  costs the net proceeds  were
approximately  $408,000.  The  Partnership  recorded  a  loss  of  approximately
$189,000 on the sale during the year ended  December 31, 2000. In addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$110,000 as a result of unamortized loan costs being written off.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of each of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  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,  2001,  the  Partnership  held  cash and cash  equivalents  of
approximately  $922,000  compared to  approximately  $1,738,000  at December 31,
2000. For the year ended December 31, 2001, cash and cash equivalents  decreased
by approximately  $816,000 from the Partnership's  year ended December 31, 2000.
The decrease in cash and cash equivalents is due to approximately  $1,296,000 of
cash  used in  financing  activities  and  $282,000  of cash  used in  investing
activities which was partially offset by approximately $762,000 of cash provided
by operating  activities.  Cash used in investing activities consisted primarily
of property  improvements and replacements and net deposits to restricted escrow
accounts  maintained by the mortgage lender.  Cash used in financing  activities
consisted  primarily of repayment of mortgage notes payable,  distributions paid
to partners, and, to a lesser extent, mortgage principal payments and loan costs
which were partially offset by proceeds  received from  refinancing  activities.
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 is held by the lender.  Capitalized  loan costs incurred on the
refinancing were approximately  $161,000.  The Partnership wrote off unamortized
loan costs resulting in an extraordinary 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 the various  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 Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $103,800.  Additional  improvements  may be considered and will depend on the
physical  condition  of  each  property  as  well as  replacement  reserves  and
anticipated  cash flow  generated  by each  property.  To the  extent  that such
budgeted capital improvements are completed, the Registrant's distributable cash
flow, if any, may be adversely affected at least in the short term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately  $8,220,000 has maturity dates ranging from July
2019 to November  2021.  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.

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. During the year ended December 31,
2000,  the  Partnership  distributed   approximately  $1,926,000  (approximately
$1,907,000 to limited partners or $40.31 per limited  partnership unit) from the
Town and  Country,  Wakonda  Shopping  Center and Casa  Granada  sale  proceeds,
approximately $1,030,000 (approximately $1,019,000 to limited partners or $21.54
per  limited  partnership  unit)  from  operations  and  approximately   $27,000
(approximately  $27,000 to limited  partners  or $0.57 per  limited  partnership
unit) from the Casa  Granada  refinance  proceeds.  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. 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.

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 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,276 limited partnership units in
the Partnership  representing  40.74% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  As a result of its ownership of 40.74% of the outstanding units, AIMCO
is in a  position  to  influence  all  voting  decisions  with  respect  to  the
Registrant. When voting on matters, AIMCO would in all likelihood vote the Units
it acquired in a manner favorable to the interest of the General Partner because
of its affiliation with the General Partner.

Recent Accounting Pronouncements

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


<PAGE>


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, 2001

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

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

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

      Notes to Consolidated Financial Statements


<PAGE>


                 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,  2001,  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, 2001. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of Angeles Income
Properties,  Ltd. 6 at December 31, 2001,  and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2001, in conformity with accounting  principles  generally accepted
in the United States.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
February 15, 2002



<PAGE>





                         ANGELES INCOME PROPERTIES, LTD. 6

                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2001


<TABLE>
<CAPTION>

Assets
<S>                                                        <C>            <C>
   Cash and cash equivalents                                              $   922
   Receivables and deposits                                                   237
   Restricted escrows                                                         158
   Other assets                                                               323
   Investment properties (Notes C and H):
      Land                                                  $ 1,398
      Buildings and related personal property                12,363
                                                             13,761
      Less accumulated depreciation                          (5,819)        7,942
                                                                          $ 9,582
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                       $    58
   Tenant security deposit liabilities                                         55
   Other liabilities                                                           85
   Due to General Partner                                                     119
   Mortgage notes payable (Note B)                                          8,220

Partners' (Deficit) Capital
   General partner                                          $  (141)
   Limited partners (47,311 units issued
      and outstanding)                                        1,186         1,045
                                                                          $ 9,582


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                         ANGELES INCOME PROPERTIES, LTD. 6

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          (in thousands, except unit data)
<TABLE>
<CAPTION>


                                                               Years Ended December 31,
                                                                   2001         2000
Revenues:
<S>                                                            <C>          <C>
   Rental income                                               $  3,191     $  3,415
   Other income                                                     234          257
      Total revenues                                              3,425        3,672

Expenses:
   Operating                                                      1,142        1,330
   General and administrative                                       239          405
   Depreciation                                                     488          555
   Interest                                                         552          609
   Property taxes                                                   332          237
   Loss on sale of investment property (Note C)                      --          189
      Total expenses                                              2,753        3,325

Income before discontinued operations
  and extraordinary item                                            672          347
Loss from discontinued operations (Note D)                           --         (161)
Loss on sale of discontinued operations (Note D)                     --         (344)

Income (loss) before extraordinary item                             672         (158)
Extraordinary loss on early extinguishment of
   debt (Notes B and C)                                             (31)        (110)

Net income (loss)                                              $    641     $   (268)

Net income allocated to general partner                        $      6     $     84
Net income (loss) allocated to limited partners                     635         (352)

                                                               $    641     $   (268)
Per limited partnership unit:
   Income before loss from discontinued
      operations, loss on sale of discontinued operations
      and loss on early extinguishment of debt                 $  14.08     $   7.26
   Loss from discontinued operations                                 --        (3.37)
   Loss on sale of discontinued operations                           --        (9.04)
   Extraordinary loss on early extinguishment of debt              (.66)       (2.30)
Net income (loss) per limited partnership unit                 $  13.42     $  (7.45)
Distributions per limited partnership unit                     $  50.28     $  62.42


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                         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' capital at
   December 31, 1999                      47,311        $ 63      $ 6,235    $ 6,298

Distributions to partners                     --         (204)     (2,953)    (3,157)

Net income (loss) for the year
   ended December 31, 2000                    --           84        (352)      (268)

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


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                         ANGELES INCOME PROPERTIES, LTD. 6

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)

<TABLE>
<CAPTION>
                                                              Years Ended December 31,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                            <C>          <C>
  Net income (loss)                                            $    641     $   (268)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation                                                     488          701
   Amortization of loan costs and leasing commissions                14           33
   Loss on sale of investment properties                             --          533
   Extraordinary loss on early extinguishment of debt                31          110
   Change in accounts:
      Receivables and deposits                                      (53)         501
      Other assets                                                   (2)          75
      Accounts payable                                             (201)          58
      Tenant security deposit liabilities                            --          (42)
      Due to General Partner                                          6           --
      Accrued taxes                                                  --          (68)
      Other liabilities                                            (162)         (15)

          Net cash provided by operating activities                 762        1,618

Cash flows from investing activities:
  Property improvements and replacements                           (219)        (347)
  Lease commissions paid                                             --           (4)
  Net (deposits to) withdrawals from restricted escrows             (63)         150
  Proceeds from sale of investment properties                        --        5,711

          Net cash (used in) provided by investing
              activities                                           (282)       5,510

Cash flows from financing activities:
  Proceeds from long-term borrowing                               4,511           --
  Repayment of mortgage notes payable                            (3,033)      (3,298)
  Loan costs paid                                                  (161)          --
  Distributions to partners                                      (2,469)      (3,157)
  Payments on mortgage notes payable                               (144)        (170)

          Net cash used in financing activities                  (1,296)      (6,625)

Net (decrease) increase in cash and cash equivalents               (816)         503
Cash and cash equivalents at beginning of the year                1,738        1,235
Cash and cash equivalents at end of year                       $    922     $  1,738
Supplemental disclosure of cash flow information:
  Cash paid for interest                                       $    555     $    747
Supplemental disclosure of non-cash flow information:
  Mortgage Assumed by Purchaser of Casa Granada Apartments     $     --     $  1,384
Property improvements and replacements in due to
  General Partner                                              $    113     $     --
Property improvements and replacements in accounts
  payable                                                      $     29     $     --


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                         ANGELES INCOME PROPERTIES, LTD. 6

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001


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, 2001, 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 Granada AIPL 6,
Ltd., AIP 6 GP, LP,  Whispering Pines AIP 6, LP and Lazy Hollow  Partners,  Ltd.
The Partnership may remove the General Partner of all of the above Partnerships;
therefore,  the partnerships are controlled and consolidated by the Partnership.
Also included in the consolidated  financial  statements are Mesa Dunes GP, LLC,
Wakonda Partners,  Town and Country Partners and Mesa Dunes Partners,  which are
wholly-owned 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  LimitedPartners  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 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, approximates its carrying balance.

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 financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

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  $893,000 at
December 31, 2001 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  its space and is  current on its 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.  In accordance with Financial  Accounting  Standards Board Statement No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets  to be  Disposed  Of",  the  Partnership  records  impairment  losses  on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the  carrying  amounts of those  assets.
Costs of apartment  properties  that have been  permanently  impaired  have been
written down to appraised  value.  No  adjustment  for  impairment  of value was
recorded for the years ended  December 31, 2001 and 2000. The  Partnership  sold
both of its commercial properties, Town and Country and Wakonda Shopping Centers
in addition  to one of its  residential  properties,  Casa  Granada  Apartments,
during 2000. See "Recent Accounting Pronouncements" below.

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, 2001, is approximately  $34,000 with required monthly
deposits  of  $2,000.   In  addition,   Lazy  Hollow  Apartments  has  deposited
approximately  $74,000 in an additional reserve  account. Due to the refinancing
during 2001 of the mortgage encumbering Homestead Apartments, a repair escrow of
approximately  $50,000 was established and is held by the lender. The balance at
December 31, 2001 is $50,000.

Loan Costs: Loan costs of approximately $161,000, less accumulated  amortization
of  approximately  $5,000 at December 31, 2001, are included in other assets and
are being amortized over the life of the related loan.

Advertising:  The  Partnership  expenses  the cost of  advertising  as incurred.
Advertising  costs of  approximately  $39,000  and  $69,000  for the years ended
December 31, 2001 and 2000,  respectively  were charged to operating expense for
the  residential  properties  as incurred.  Advertising  costs of  approximately
$2,000  for  the  year  ended  December  31,  2000  is  included  in  loss  from
discontinued operations for the commercial properties.

Leases:  The Partnership  generally  leases  residential  units for twelve-month
terms or less.  The  Partnership  recognizes  income  as earned  on  leases.  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.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers. See "Note I" for required disclosures.

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 General  Partner  does not  anticipate  that its
adoption  will have a material  effect on the  financial  position or results of
operations of the Partnership.

Note B - Mortgage Notes Payable

The principle 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              2001         Interest     Rate        Date       Maturity
                                (in thousands)                              (in thousands)
Lazy Hollow Apartments
<S>                          <C>             <C>        <C>        <C>           <C>
  1st trust deed             $ 3,726         $32        7.50%      07/19         $ --
Homestead Apartments
  1st trust deed               4,494          35        7.02%      11/21            --
                             $ 8,220         $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 is held by the lender.  Capitalized  loan costs incurred on the
refinancing were approximately  $161,000.  The Partnership wrote off unamortized
loan costs resulting in an extraordinary 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 properties may not be sold subject to
existing indebtedness.

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

                                   2002          $ 215
                                   2003             232
                                   2004             249
                                   2005             268
                                   2006             288
                                Thereafter        6,968
                                                $ 8,220


<PAGE>



Note C - Sale of Investment Property

On September  21, 2000,  the  Partnership  sold Casa Granada  Apartments,  to an
unaffiliated  third party,  for net  proceeds of  approximately  $408,000  after
payment  of  closing  costs  and the  assumption  of  $1,384,000  in debt by the
purchaser. The Partnership realized a loss of approximately $189,000 on the sale
during the year ended December 31, 2000. In addition, the Partnership recorded a
loss on early  extinguishment  of debt of approximately  $110,000 as a result of
unamortized loan costs being written off. Revenues from Casa Granada included in
the  accompanying  consolidated  statements  of  operations  were  approximately
$420,000 for the year ended December 31, 2000.

Note D - Disposition of Discontinued Operations

During the year ended December 31, 2000, the Partnership  sold Wakonda  Shopping
Center and Town & Country Shopping Center to an unaffiliated third party for net
proceeds of  approximately  $5,303,000.  After  payoff of the first  mortgage of
approximately  $3,298,000 and payment of closing costs of approximately $496,000
the distributable net proceeds were  approximately  $2,006,000.  The Partnership
recorded a loss of  approximately  $344,000  on the sales  during the year ended
December 31, 2000.

Wakonda  Shopping  Center  and  Town &  Country  Shopping  Center  were the only
commercial  properties  owned by the  Partnership and represented one segment of
the Partnership's  operations.  Due to the sale of the two commercial properties
in 2000,  the  results of the  commercial  segment  have been shown as loss from
discontinued operations and loss on sale of discontinued operations for the year
ended  December 31, 2000.  The revenues of these  properties  for the year ended
December 31, 2000 were approximately $517,000. Loss from discontinued operations
for the year ended December 31, 2000 was approximately $161,000.

Note E - 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.  The following  payments were paid or accrued to the General
Partner and affiliates during the year ended December 31, 2001 and 2000:

                                                              2001       2000
                                                              (in thousands)
   Property management fees (included in
     operating expense)                                      $195       $179
   Reimbursement for services of affiliates (included in
     investment properties and general and
     administrative expense)                                  221        167
   Partnership management fee (included in general and
     administrative expense)                                   34        125
   Real estate brokerage commission (included in general
     partner distributions)                                    60        174

During the year ended  December  31,  2001 and 2000,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Partnership's residential properties for providing property management services.
The Registrant paid to such affiliates  approximately  $195,000 and $179,000 for
the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $221,000 and $167,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the General  Partner of  approximately  $110,000 and $39,000 for the years ended
December 31, 2001 and 2000,  respectively.  The construction  management service
fees are  calculated  based on a  percentage  of current and certain  prior year
additions to  investment  properties  and are being  depreciated  over 15 years.
Construction  service  fees of  approximately  $113,000  are  included in due to
General Partner on the consolidated financial statements.

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, 2001, the  Partnership has expensed  approximately  $34,000 for the
2001  fee.  The  total  allowed  for 2000 was  approximately  $125,000  of which
approximately $99,000 was accrued at December 31, 2000 and an additional $26,000
was accrued in 2001. These fees were paid during April 2001.

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").  These  amounts are included in other assets and are being  amortized
over the life of the respective mortgage.

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.  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.

The  Partnership  had a first  mortgage  to Angeles  Mortgage  Investment  Trust
("AMIT")  which  was  secured  by  Wakonda  Shopping  Center  and Town & Country
Shopping Center. Pursuant to a series of transactions, affiliates of the General
Partner  acquired  ownership  interests in AMIT. On September 17, 1998, AMIT was
merged with and into Insignia  Properties Trust ("IPT").  Effective February 26,
1999,  IPT merged into AIMCO.  As a result,  AIMCO became the holder of the AMIT
note. The Partnership  repaid this note in full as a result of the sale of these
two properties  during the year ended December 31, 2000.  The  Partnership  paid
approximately  $121,000  in  interest  expense on this note to AMIT for the year
ended December 31, 2000.

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 year ended December 31, 2001,
the  Partnership  paid  AIMCO  and  its  affiliates  approximately  $25,000  for
insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,276 limited partnership units in
the Partnership  representing  40.74% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 40.74% of the  outstanding  units,  AIMCO is in a position to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.

Note F - Distributions

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. During the year ended December 31,
2000,  the  Partnership  distributed   approximately  $1,926,000  (approximately
$1,907,000 to limited partners or $40.31 per limited  partnership unit) from the
Town and  Country,  Wakonda  Shopping  Center and Casa  Granada  sale  proceeds,
approximately $1,030,000 (approximately $1,019,000 to limited partners or $21.54
per  limited  partnership  unit)  from  operations  and  approximately   $27,000
(approximately  $27,000 to limited  partners  or $0.57 per  limited  partnership
unit) from the Casa  Granada  refinance  proceeds.  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. 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.


<PAGE>



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

                                             2001          2000

Net income (loss) as reported              $   641       $  (268)
Add (deduct):
  Depreciation differences                    (180)         (183)
  Disposition of investment property            --        (2,466)
  Other                                       (249)          315
Federal taxable income (loss)              $   212       $(2,602)

Federal taxable income (loss) per
  limited partnership unit                 $  4.44       $(55.00)

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

   Net assets as reported              $ 1,045
   Land and buildings                    5,747
   Accumulated depreciation               (883)
   Syndication                           6,802
   Other                                   160
   Net assets - tax basis              $12,871


<PAGE>



Note H - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

                                                   Initial Cost
                                                  To Partnership
                                                  (in thousands)
                                                                             Cost
                                                          Buildings       (Removed)
                                                         and Related     Capitalized
                                                           Personal     Subsequent to
        Description          Encumbrances      Land        Property      Acquisition
                            (in thousands)                              (in thousands)
<S>                             <C>            <C>         <C>             <C>
Lazy Hollow Apartments          $ 3,726        $ 998       $ 8,988         $(2,148)
Homestead Apartments              4,494           557        5,988            (622)

                                $ 8,220       $ 1,555      $14,976         $(2,770)
</TABLE>

                          Gross Amount At Which Carried
                              At December 31, 2001
                                  (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    $ 6,997     $ 7,838     $ 3,403    07/01/89      5-40
Homestead Apartments         557      5,366       5,923       2,416    11/10/88      5-40

                          $1,398    $12,363     $13,761     $ 5,819
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                                 Years Ended December 31,
                                                  2001             2000
                                                      (in thousands)
Investment Properties
Balance at beginning of year                    $13,400           $24,024
    Property improvements                           361               347
    Disposal of investment properties                --           (10,971)
Balance at end of year                          $13,761           $13,400

Accumulated Depreciation
Balance at beginning of year                    $ 5,331           $ 7,969
    Additions charged to expense                    488               701
    Disposal of investment properties                --            (3,339)
Balance at end of year                          $ 5,819           $ 5,331

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001 and 2000,  is  approximately  $19,508,000  and  $19,175,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2001 and 2000,  is  approximately  $6,702,000  and  $6,034,000,
respectively.

Note I - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  had  two  reportable  segments:   residential  and  commercial
properties.  The  Partnership's  residential  property  segment  consists of two
apartment  complexes,  one each in Maryland and Michigan.  The Partnership rents
apartment  units to tenants for terms that are typically  twelve months or less.
The Partnership's  commercial  property segment consisted of two retail shopping
centers, both located in Iowa which were sold during the year ended December 31,
2000.  As a result of the sale of the  commercial  properties  during 2000,  the
commercial  segment  is  shown  as  discontinued   operations  (see  "Note  D  -
Disposition of  Discontinued  Operations" for further  discussion  regarding the
sales).

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those described in the summary of significant accounting policies.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segments  consist of investment  properties that
offer different products and services.  The reportable segments are each managed
separately  because they provide  services with different  types of products and
customers.

Segment  information  for the years ended December 31, 2001 and 2000 is shown in
the  tables  below (in  thousands).  The  "Other"  Column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segments (in thousands).

<TABLE>
<CAPTION>

2001                                 Residential     Commercial      Other      Totals
                                                   (discontinued)
<S>                                    <C>              <C>           <C>       <C>
Rental income                          $ 3,191          $ --          $ --      $ 3,191
Other income                               193              --           41         234
Interest expense                           552              --           --         552
Depreciation                               488              --           --         488
General and administrative
  expense                                   --              --          239         239
Loss on extinguishment of debt             (31)             --           --         (31)
Segment profit (loss)                      839              --         (198)        641
Total assets                             9,466              --          116       9,582
Capital expenditures for
  investment properties                    361              --           --         361
</TABLE>

<TABLE>
<CAPTION>

2000                                 Residential     Commercial      Other      Totals
                                                   (discontinued)
<S>                                    <C>              <C>           <C>       <C>
Rental income                          $ 3,415          $ --          $ --      $ 3,415
Other income                               217              --           40         257
Interest expense                           609              --           --         609
Depreciation                               555              --           --         555
General and administrative
  expense                                   --              --          405         405
Loss on sale of investment
  property                                (189)             --           --        (189)
Loss on extinguishment of debt            (110)             --           --        (110)
Loss from discontinued operations           --            (161)          --        (161)
Loss on sale of discontinued
  operations                                --            (344)          --        (344)
Segment profit (loss)                      602            (505)        (365)       (268)
Total assets                             9,651              --          640      10,291
Capital expenditures for
  investment properties                    338               9           --         347
</TABLE>


Note J - 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  intend to oppose the motion and are
scheduled  to file their  opposition  brief on March 26,  2002. A hearing on the
motion has been  scheduled for April 29, 2002.  The Court has set the matter for
trial in January 2003.

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

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

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


<PAGE>



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

            None.


<PAGE>


                                    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              44    Executive Vice President and Director

Martha L. Long               42    Senior Vice President and Controller

Patrick J. Foye has been  Executive  Vice  President and Director of the General
Partner since October 1, 1998.  Mr. Foye has served as Executive  Vice President
of AIMCO since May 1998.  Prior to joining AIMCO,  Mr. Foye was a partner in the
law firm of Skadden,  Arps, Slate,  Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's  Brussels,  Budapest and Moscow offices from 1992
through  1994.  Mr.  Foye is also  Deputy  Chairman  of the  Long  Island  Power
Authority and serves as a member of the New York State Privatization Council. He
received a B.A.  from Fordham  College and a J.D.  from Fordham  University  Law
School.

Martha L. Long has been  Senior Vice  President  and  Controller  of the General
Partner since October 1998 as a result of the acquisition of Insignia  Financial
Group, Inc. As of February 2001, Ms. Long was also appointed head of the service
business for AIMCO.  From June 1994 until January 1997,  she was the  Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997,  retaining  that title until  October  1998.  From 1988 to June
1994,  Ms. Long was Senior Vice  President and  Controller for The First Savings
Bank, FSB in Greenville, South Carolina.

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

The  executive  officers  and  director  of  the  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 has approved the  inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2001 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for the current fiscal year.
Fees for the last fiscal year were audit services of  approximately  $36,000 and
non-audit services (principally tax-related) of approximately $19,000.

Item 10.    Executive Compensation

Neither the  director nor officers  received any  remuneration  from the General
Partner during the year ended December 31, 2001.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

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

Entity                                  Number of Units      Percentage

AIMCO Properties, LP                         13,814            29.20%
  (an affiliate of AIMCO)
Cooper River Properties, LLC                  3,506             7.41%
  (an affiliate of AIMCO)
Insignia Properties, LP                       1,956             4.13%
  (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 2000 South Colorado Boulevard, Denver, CO 80222.

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.  The following  payments were paid or accrued to the General
Partner and affiliates during the year ended December 31, 2001 and 2000:

                                                              2001       2000
                                                              (in thousands)
   Property management fees                                  $195       $179
   Reimbursement for services of affiliates                   221        167
   Partnership management fee                                  34        125
   Real estate brokerage commission                            60        174

During the year ended  December  31,  2001 and 2000,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Partnership's residential properties for providing property management services.
The Registrant paid to such affiliates  approximately  $195,000 and $179,000 for
the years ended December 31, 2001 and 2000, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $221,000 and $167,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the General  Partner of  approximately  $110,000 and $39,000 for the years ended
December 31, 2001 and 2000,  respectively.  The construction  management service
fees are  calculated  based on a  percentage  of current and certain  prior year
additions to  investment  properties  and are being  depreciated  over 15 years.
Construction  service  fees of  approximately  $113,000  are  included in due to
General Partner on the consolidated financial statements.

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, 2001, the  Partnership has expensed  approximately  $34,000 for the
2001  fee.  The  total  allowed  for 2000 was  approximately  $125,000  of which
approximately $99,000 was accrued at December 31, 2000 and an additional $26,000
was accrued in 2001. These fees were paid during April 2001.

The Partnership paid an affiliate of the General Partner  approximately  $45,000
for loan costs  associated with the refinancing of Homestead  Apartments  during
September  2001.  These  amounts  are  included  in other  assets  and are being
amortized over the life of the respective mortgage.


<PAGE>



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.  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.

The  Partnership  had a first  mortgage  to Angeles  Mortgage  Investment  Trust
("AMIT")  which  was  secured  by  Wakonda  Shopping  Center  and Town & Country
Shopping Center. Pursuant to a series of transactions, affiliates of the General
Partner  acquired  ownership  interests in AMIT. On September 17, 1998, AMIT was
merged with and into Insignia  Properties Trust ("IPT").  Effective February 26,
1999,  IPT merged into AIMCO.  As a result,  AIMCO became the holder of the AMIT
note. The Partnership  repaid this note in full as a result of the sale of these
two properties  during the year ended December 31, 2000.  The  Partnership  paid
approximately  $121,000  in  interest  expense on this note to AMIT for the year
ended December 31, 2000.

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 year ended December 31, 2001,
the  Partnership  paid  AIMCO  and  its  affiliates  approximately  $25,000  for
insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 19,276 limited partnership units in
the Partnership  representing  40.74% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 40.74% of the  outstanding  units,  AIMCO is in a position to
influence all such voting decisions with respect to the Registrant.  When voting
on matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.


<PAGE>


                                     PART IV

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            None.

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

            None.



<PAGE>


                                   SIGNATURES


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


                                    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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                    Date: March 26, 2002


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

/s/Patrick J. Foye      Executive Vice President      Date: March 26, 2002
Patrick J. Foye         and Director


/s/Martha L. Long       Senior Vice President         Date: March 26, 2002
Martha L. Long          and Controller



<PAGE>


                                  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.

     10.1 Agreement  of  Purchase  and Sale of Real  Property  with  Exhibits  -
          Whispering Pines Mobile Home Park filed in Form 8-K dated November 30,
          1987 which is incorporated herein by reference.

     10.2 Agreement  of Purchase  and sale of Real  Property and Exhibits - Mesa
          Dunes Mobile Home Park filed in Form 8-K dated December 23, 1987 which
          is incorporated herein by reference.

     10.3 Beneficiary's  Statement  of  Assumption - Mesa Dunes Mobile Home Park
          filed in Form 8-K dated December 23, 1987 which is incorporated herein
          by reference.

     10.4 General  Partnership  Agreement  of Sunny Acres  Partners - Mesa Dunes
          Mobile  Home Park filed in Form 8-K dated  December  23, 1987 which is
          incorporated herein by reference.

     10.5 Agreement  of Purchase  and Sale of Property  with  Exhibits - Wakonda
          Shopping  Center and Town & Country  Shopping Center filed in Form 8-K
          dated December 30, 1987 which is incorporated herein by reference.

     10.6 First  Amendment  to  Agreement  of  Purchase  and Sale of  Property -
          Wakonda  Shopping  Center and Town & Country  Shopping Center filed in
          Form 8-K dated  December  30,  1987  which is  incorporated  herein by
          reference.

     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.

     10.8 Promissory  Notes Homestead  Apartments  filed in Form 8-K dated March
          29, 1991 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.

     10.10Agreement  of  Purchase  and  Sale of Real  Property  and  Exhibits  -
          Hawthorne  Works  Business  Center filed in Form 8-K dated January 19,
          1990, which is incorporated herein by reference.

     10.11Promissory Note - Whispering  Pines filed in Form 10-K dated March 27,
          1992, which is incorporated herein by reference.

     10.12Stock 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.

     10.13Contract  to Purchase  and Sell  Property - Cable Plant and CM Complex
          of  Hawthorne  Business  Works -  between  CP and  CMC  and  Greybeard
          Properties, LLC, dated July 1, 1996.

     10.14Assignment  and  Assumption  of Contracts - Cable Plant and CM Complex
          of Hawthorne  Business Works - between CP and CMC and LaSalle National
          Trust, dated August 28, 1996.

     10.15Assignment  and  Assumption  of Contracts - Cable Plant and CM Complex
          of Hawthorne  Business Works - between CP and CMC and Hawthorne Street
          Properties,  LLC, as agent of LaSalle National Trust, as Trustee dated
          August 28, 1996.

     10.16Bill of Sale - Cable Plant and CM Complex of Hawthorne  Business Works
          - between CP and CMC and  LaSalle  National  Trust,  as Trustee  dated
          August 28, 1996.

     10.17Multifamily  Note dated  November  1,  1996,  between  Angeles  Income
          Properties  Ltd.  6,  a  California  Limited  Partnership  and  Lehman
          Brothers Holdings, Inc., relating to Homestead Apartments.

     10.18Contract of Sale  executed  October 8, 1997,  by and  between  Angeles
          Income  Properties Ltd. 6, a California  Limited  Partnership and Paul
          Callister regarding the sale of LaSalle Warehouse.

     10.19Assignment  and  Assumption  of Leases  regarding  the sale of LaSalle
          Warehouse.

     10.20Blanket Conveyance,  Bill of Sale and Assignment regarding the sale of
          LaSalle Warehouse.

     10.21Contract of Sale  between  Registrant  and  Hometown  America,  L.L.C.
          effective July 16, 1998.

     10.22Amendment  to  Contract  of  Sale  between   Registrant  and  Hometown
          America, L.L.C. effective July 16, 1998.

     10.23Second  Amendment to Contract of Sale between  Registrant and Hometown
          America, L.L.C. effective July 16, 1998.

     10.24Contract of Sale  between  Registrant  and Matthew N.  Follett,  L.P.,
          effective  September  8,  1998  (filed  as  Exhibit  10.21 on Form 8-K
          February 19, 1999).

     10.25Reinstatement  and  Amendment to Contract of Sale  between  Registrant
          and Matthew N. Follett,  L.P.,  effective  December 14, 1998 (filed as
          Exhibit 10.21 on Form 8-K February 19, 1999).

     10.26Multi-family  note between  Granada  AIPL6,  L.P. and GMAC  Commercial
          Mortgage Corporation dated September 27, 1999.

     10.27Purchase  and  Sale  Contract  for Town and  Country  Shopping  Center
          between Registrant and The Cadle Company.

     10.28Purchase  and  Sale  Contract  for  Wakonda  Shopping  Center  between
          Registrant  and The Cadle Company  (filed as Exhibit 10.28 on Form 8-K
          May 4, 2000).

     10.29Addendum to Purchase  and Sale  Contract for Wakonda  Shopping  Center
          (filed as Exhibit 10.29 on Form 8-K May 4, 2000).

     10.30Purchase  and  Sale  Contract  for  Casa  Granada  Apartments  between
          Registrant  and The Cadle Company  (filed as Exhibit 10.30 on Form 8-K
          May 4, 2000).

     10.31First  Amendment  to  Purchase  and Sale  Contract  for  Casa  Granada
          Apartments (filed as Exhibit 10.31 on Form 8-K May 4, 2000).

     10.32Second  Amendment  to  Purchase  and Sale  Contract  for Casa  Granada
          Apartments (filed as Exhibit 10.32 on Form 8-K May 4, 2000).

     10.33Third  Amendment  to  Purchase  and Sale  Contract  for  Casa  Granada
          Apartments (filed as Exhibit 10.33 on Form 8-K May 4, 2000).

     10.34Multifamily  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).

     16.1 Letter from the Registrant's former independent  accountant  regarding
          its  concurrence  with  the  statements  made  by  the  Registrant  is
          incorporated  by  reference  to the Exhibit  filed with Form 8-K dated
          September 1, 1993.