SHELTER PROPERTIES VI LIMITED PARTNERSHIP, 10KSB, 1999-02-01

SHELTER PROPERTIES VI LIMITED PARTNERSHIP
10KSB, 1999-02-01
REAL ESTATE

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

FORM 10-KSB

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

For the fiscal year ended October 31, 1998

[ ] 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 0-13261

SHELTER PROPERTIES VI
(Name of small business issuer in its charter)

South Carolina 57-0755618
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)

(864) 239-1000
Issuer's telephone number

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

None

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

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 of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X
No __

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of 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. $10,216,000

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 a specified date within the past 60 days. 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

Shelter Properties VI (the "Partnership" or "Registrant") was organized as a
limited partnership under the laws of the State of South Carolina on August 3,
1983. The general partner responsible for management of the Partnership's
business is Shelter Realty VI Corporation, a South Carolina corporation (the
"Corporate General Partner"). The only other general partner of the Partnership
is N. Barton Tuck, Jr. Mr. Tuck is not an affiliate of the Corporate General
Partner and is effectively prohibited by the Partnership's partnership agreement
(the "Partnership Agreement") from participating in the management of the
Partnership. The Corporate General Partner is a subsidiary of Apartment
Investment and Management Company ("AIMCO"). The Partnership Agreement provides
that the Partnership is to terminate on December 31, 2023, unless terminated
prior to such date.

The Registrant is engaged in the business of operating and holding real
properties for investment. In 1984 and 1985 during its acquisition phase, the
Registrant acquired eight existing apartment properties. The Registrant
continues to own and operate six of these properties. See "Item 2,
Properties".

Commencing March 22, 1984, the Registrant offered, pursuant to a Registration
Statement filed with the Securities and Exchange Commission, up to 34,900 Units
of Limited Partnership Interest (the "Units") at a purchase price of $1,000 per
Unit with a minimum purchase of 5 Units ($5,000), or 2 Units ($2,000) for an
Individual Retirement Account. By means of Supplement No. 4 dated September 28,
1984, the Partnership offered for sale an additional 15,000 Units. The
Corporate General Partner purchased 100 units as required by the Partnership
Agreement.

The offering terminated in October 1984. Upon termination of the offering, the
Registrant had accepted subscriptions for 42,324 Units, including 100 Units
purchased by the Corporate General Partner, for an aggregate of $42,324,000.
Unsold Units (numbering 7,676) were deregistered pursuant to Post Effective
Amendment No. 1 to Registration Statement No. 2-93285 filed with the Securities
and Exchange Commission on November 13, 1984. The Registrant invested
approximately $30,300,000 of such proceeds in eight existing apartment
properties. Since its initial offering, the Registrant has not received, nor
are limited partners required to make, additional capital contributions.

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.

The Registrant has no employees. Management and administrative services are
performed by the Corporate General Partner and by agents retained by the
Corporate General Partner. Until September 30, 1998, property management
services were performed at the Partnership's properties by Insignia Management
Group L.P. Since October 1, 1998, AIMCO, an affiliate of the Corporate General
Partner, has been providing such property management services. (See "Transfer
of Control" below).

The real estate business in which the Partnership is engaged is highly
competitive, and the Partnership is not a significant factor in this industry.
The Registrant's properties are subject to competition from similar properties
in the vicinity in which the properties are located. In addition, various
limited partnerships have been formed by the General Partners and/or their
affiliates to engage in business which may be competitive with the Registrant.

Transfer of Control

On October 1, 1998, Insignia Financial Group, Inc. merged into Apartment
Investment and Management Company, a publicly traded real estate investment
trust, with AIMCO being the surviving corporation (the "Insignia Merger"). In
addition, AIMCO also acquired approximately 51% of the outstanding common shares
of beneficial interest of Insignia Properties Trust ("IPT"), the entity which
controls the Corporate General Partner. As a result of the Insignia Merger,
AIMCO acquired indirect control of the Corporate General Partner. Also,
effective October 1, 1998 IPT and AIMCO entered into an Agreement and plan of
Merger pursuant to which IPT is to be merged with and into AIMCO or a subsidiary
of AIMCO (the "IPT Merger"). The IPT Merger, which requires the approval of the
holders of a majority of the outstanding IPT Shares, is expected to be
consummated in February 1999. AIMCO has agreed to vote all of the IPT Shares
owned by it (approximately 51%) in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the IPT
Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger. As a
result of AIMCO's ownership and its agreement, the vote of no other holder of
IPT is required to approve the merger. The Corporate General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.

ITEM 2. DESCRIPTION OF PROPERTIES

The following table sets forth the Registrant's investments in properties:

Date of
Property Purchase Type of Ownership Use
Rocky Creek Apartments 06/29/84 Fee ownership subject Apartment
Augusta, Georgia to first and second 120 units
mortgages.
Carriage House Apartments 6/29/84 Fee ownership subject Apartment
Gastonia, North Carolina to first and second 102 units
mortgages.
Nottingham Square Apartments 08/31/84 Fee ownership subject Apartment
Des Moines, Iowa to first and second 442 units
mortgages.
Foxfire Apartments/ 09/30/84 Fee ownership subject Apartment
Barcelona Apartments 03/28/85 to first and second 354 units
Durham, North Carolina mortgages.
River Reach Apartments 01/30/85 Fee ownership subject Apartment
Jacksonville, Florida to first and second 298 units
mortgages.
Village Garden Apartments 03/01/85 Fee ownership subject Apartment
Fort Collins, Colorado to first and second 141 units
mortgages.

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.
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
Rocky Creek $ 4,591 $ 2,255 5-35 yrs S/L $ 1,033
Carriage House 3,895 2,225 5-27 yrs S/L 509
Nottingham 14,669 7,288 5-29 yrs S/L 4,595
Square
Foxfire/Barcelona 11,799 5,978 5-31 yrs S/L 3.809
River Reach 14,356 7,072 5-27 yrs S/L 4,109
Village Garden 4,113 1,920 5-30 yrs S/L 1,375

Total $53,423 $26,738 $15,430

See "Note A" to financial statements in "Item 7" 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.

Principal Principal
Balance At Stated Balance
October 31, Interest Period Maturity Due At
Property 1998 Rate Amortized Date Maturity (2)
(in thousands) (in thousands)
Rocky Creek
1st Mortgage $ 2,064 7.60% (1) 11/15/02 $ 1,737
2nd Mortgage 74 7.60% (1) 11/15/02 74
Carriage House
1st Mortgage 1,903 7.60% (1) 11/15/02 1,601
2nd Mortgage 69 7.60% (1) 11/15/02 68
Nottingham Square
1st Mortgage 7,448 7.60% (1) 11/15/02 6,268
2nd Mortgage 268 7.60% (1) 11/15/02 268
Foxfire/Barcelona
1st Mortgage 5,384 7.60% (1) 11/15/02 4,531
2nd Mortgage 193 7.60% (1) 11/15/02 193
River Reach
1st Mortgage 7,000 7.60% (1) 11/15/02 5,890
2nd Mortgage 252 7.60% (1) 11/15/02 252
Village Garden
1st Mortgage 2,423 7.60% (1) 11/15/02 2,039
2nd Mortgage 87 7.60% (1) 11/15/02 87
27,165
Less unamortized
discounts (1,015)
Total $ 26,150

(1)The principal balance is being amortized over 257 months with a balloon
payment due November 15, 2002.

(2)See Item 7. Financial Statements - Note C for information with respect to
the Registrant's ability to repay these loans.

RENTAL RATES AND OCCUPANCY:

Average annual rental rates and occupancy for 1998 and 1997 for each property:

Average Annual Average Annual

Rental Rates Occupancy

1998 1997 1998 1997
Rocky Creek $ 6,886 $ 6,755 89% 90%
Carriage House 7,352 7,230 86% 92%
Nottingham Square 6,724 6,787 88% 92%
Foxfire/Barcelona 7,219 6,896 92% 95%
River Reach 8,242 7,693 97% 97%
Village Garden 7,806 7,400 96% 95%

The Corporate General Partner attributes the decrease in occupancy at Carriage
House Apartments to an increase in home purchases and relocations by tenants to
stronger job markets in areas outside the Gastonia market. The decrease in
occupancy at Nottingham Square is attributed to increased competition as a
result of new apartment construction in the Des Moines market. The decrease in
occupancy at Foxfire/Barcelona Apartments is attributable to increased
competition as a result of the start of new construction in the Durham area.
Rental rates were increased in 1998 at all properties except Nottingham Square.

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 Corporate General Partner
believes that all of the properties are adequately insured. Each property is an
apartment complex which leases units for lease terms of one year or less. No
individual tenant leases 10% or more of the available rental space. All of the
properties are in good condition. See "Item 6 - Managements Discussion and

Analysis or Plan of Operation" for information related to budgeted capital
improvements at each of the properties.

REAL ESTATE TAXES AND RATES:

Real estate taxes and effective rates in 1998 for each property were:

1998 1998
Billing* Rate
(in thousands)

Rocky Creek $ 38 2.82%
Carriage House 40 1.30%
Nottingham Square 420 3.20%
Foxfire/Barcelona 159 1.62%
River Reach 219 2.04%
Village Garden 44 8.77%

*Due to these properties having a fiscal year different than the real estate tax
year, tax expense, as stated in the Partnership's Statement of Operations, does
not agree to the 1998 billings.

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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint 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 the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the Corporate General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Corporate
General Partner has filed demurrers to the amended complaint which are scheduled
to be heard during February 1999. The Corporate General Partner believes this
action to be without merit, and intends to vigorously defend it.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC. V.
INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, county of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). The complaint names as defendants Insignia, several
Insignia Affiliates alleged to be managing partners of the Subject Partnerships,
the Partnership and the Corporate General Partner. Plaintiffs allege that they
have requested from, but have been denied by each of the Subject Partnerships,
lists of their respective limited partners for the purpose of making tender
offers to purchase up to 4.9% of the limited partner units of each of the
Subject Partnerships. The complaint also alleges that certain of the defendants
made tender offers to purchase limited partner units in many of the Subject
Partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract,
unfair business practices, and violations of the partnership statutes of
the states in which the Subject Partnerships are organized. Plaintiffs seek
compensatory, punitive and treble damages. The Corporate General Partner filed
an answer to the complaint on September 15, 1998. The Corporate General Partner
believes the claims to be without merit and intends to defend the action
vigorously.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Corporate General Partner believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fiscal year ended October 31, 1998, no matter was submitted to a vote
of unit holders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

The Partnership, a publicly-held limited partnership, offered and sold 42,324
limited partnership units aggregating $42,324,000 inclusive of 100 units
purchased by the Corporate General Partner. The Partnership currently has 2,657
holders of record owning an aggregate of 42,324 Units. Affiliates of the
corporate General Partner owned 14,907 units or 35.22% at October 31, 1998. No
public trading market has developed for the Units, and it is not anticipated
that such a market will develop in the future.

During the year ended October 31, 1997, distributions of $983,000 were paid from
operations. The Partnership did not pay any distributions for the year ended
October 31, 1998. Future cash distributions will depend on the levels of net
cash generated from operations, refinancings, property sales and the
availability of cash reserves. The Partnership's distribution policy will be
reviewed on a quarterly basis. Subsequent to the Partnership's fiscal year-end a
distribution of $688,000 was paid from operations and $1,412,000 was paid from
surplus funds during November and December 1998. There can be no assurance,
however, that the Partnership will generate sufficient funds from operations to
permit any additional distributions to its partners in 1999 or subsequent
periods. In addition, the Partnership is restricted from making distributions
if the amount in the reserve account for each property maintained by the
mortgage lender is less than $1,000 per apartment unit at such property. The
reserve accounts are currently fully funded. See "Item 6, Management's
Discussion and Analysis or Plan of Operation" for information relating to
anticipated capital expenditures at the properties.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.

RESULTS OF OPERATIONS

The Registrant's net income for the year ended October 31, 1998 was $322,000 as
compared to $395,000 for the year ended October 31, 1997. (See "Note D" of the
financial statements for a reconciliation of these amounts to the Registrant's
federal taxable losses). The decrease in net income was due to a decrease in
total revenue which was partially offset by a decrease in total expenses. Net
income, however, without giving effect to the casualty gain recognized during
fiscal 1997 was $53,000 for the year ended October 31, 1997.

Revenues decreased due to a decrease in rental income and casualty gain, which
was partially offset by an increase in other income. The decrease in rental
income is primarily attributable to a decrease in occupancy at the Registrant's
Carriage House, Nottingham Square and Foxfire/Barcelona properties and a
decrease in average rental rates at Nottingham Square which more than offset
increases in rental rates at the Registrant's other investment properties. The
Registrant recorded a casualty gain of $342,000 during the year ended October
31, 1997 which consisted of (i) a casualty gain of approximately $240,000 from
the insurance proceeds from hail and wind storm damage at Nottingham Square
Apartments that occurred in the second quarter of 1996, (ii) the estimated costs
to repair units damaged at Carriage House Apartments by a fire in November 1996
exceeded the insurance proceeds received and thus resulted in a casualty loss of
approximately $8,000, (iii) the estimated costs to repair units damaged at
Village Garden Apartments by a fire in March 1997 which destroyed one unit and
caused smoke and water damage to additional units exceeded the insurance
proceeds expected to be received and thus resulted in a casualty loss of
approximately $10,000, (iv) a casualty gain of approximately $139,000 from the
expected insurance proceeds exceeding the basis of the units destroyed, plus the
total estimated non-capitalized costs to replace the assets, at
Foxfire/Barcelona Apartments by a fire in April 1997 and (v) uprooted trees,

minor damage to the parking lot and roofs of two units at River Beach Apartments
caused by a tornado in May 1997 resulted in a casualty loss of approximately
$19,000 resulted. The combination of these casualty events resulted in a
casualty gain of approximately $342,000 for the year ended October 31, 1997.

Expenses decreased due to reductions in operating, depreciation and interest
expense which were partially offset by increases in general and administrative
expense and property taxes. Operating expenses decreased due to the completion
of an exterior painting project at the Carriage House Apartments and exterior
building improvements and painting at the River Reach Apartments in 1997, which
were partially offset by major landscaping projects in 1998 at Nottingham Square
and River Reach Apartments. Interest expense decreased due to the reduction in
mortgage balances encumbering the properties as a result of scheduled principal
payments. The increase in property taxes is attributable to overall increased
tax rates at the Registrant's properties.

Included in general and administrative expenses at both October 31, 1998 and
1997 are reimbursements to the Corporate General Partner allowed under the
Partnership Agreement associated with its management of the Partnership. The
increase in general and administrative expenses for the year ended October 31,
1998 is primarily due to increases in such reimbursements. In addition, costs
associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit and appraisals required by the
Partnership Agreement are also included.

Management relies on the annual appraisals performed by outside appraisers to
assess the impairment of investment properties. There are three recognized
approaches or techniques available to the appraiser. When applicable, these
approaches are used to process the data considered significant to each to arrive
at separate value indications. In all instances the experience of the
appraiser, coupled with his objective judgment, plays a major role in arriving
at the conclusions of the indicated value from which the final estimate of value
is made. The three approaches commonly known are the cost approach, the sales
comparison approach, and the income approach. The cost approach is often not
considered to be reliable due to the lack of land sales and the significant
amount of depreciation and, therefore, is often not presented. Upon receipt of
the appraisals, any property which is stated on the books of the Partnership
above the estimated value given in the appraisal, is written down to the
estimated value provided by the appraiser. The appraiser assumes a stabilized
occupancy at the time of the appraisal and, therefore, any impairment of value
is considered to be permanent by the Partnership. For the year ended October 31,
1998, no adjustments for impairment of value were necessary.

As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, 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 Corporate General Partner will be able to sustain
such a plan.

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 1998, the Registrant had cash and cash equivalents of
approximately $3,111,000 as compared to approximately $2,632,000 at October 31,
1997. The increase in cash and cash equivalents is due to $2,458,000 of cash
provided by operating activities, which was partially offset by $1,123,000 of
cash used in investing activities and $856,000 of cash used in financing
activities. Cash used in investing activities consisted of capital
improvements, insurance proceeds received from the casualty losses discussed
above and deposits to escrow accounts maintained by the mortgage lender. Cash
used in financing activities consisted of payments of principal made on the
mortgages encumbering the Registrant's properties. The Registrant invests its
working capital reserves in a money market mutual fund.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with federal,
state, and local legal and regulatory requirements. The Partnership has
budgeted approximately $2.4 million in capital improvements for all of the
Partnership's properties in 1999. Budgeted capital improvements at Village
Garden include building painting and swimming pool and roof repairs. Budgeted
capital improvements at Nottingham Square include wallcovering and cabinet
replacements, electrical upgrades and parking lot repairs. River Reach,
Carriage House and Rocky Creek have major landscaping projects planned. Rocky
Creek also plans to perform roof repairs and flooring replacements.
Foxfire/Barcelona have no major budgeted expenditures in 1999. The capital
expenditures will be incurred only if cash is available from operations or from
partnership reserves. To the extent that such budgeted capital improvements are
completed, the Registrant's distributable cash flow, if any, may be adversely
affected at least in the short term.

The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $26,150,000, net of discount, is being amortized
over 257 months with balloon payments of approximately $23,008,000 due on
November 15, 2002. The Corporate General Partner may attempt to refinance such
indebtedness or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

A cash distribution of $983,000 was paid from operations in September, 1997. No
cash distributions were made in the year ended October 31, 1998. During the
first quarter of fiscal 1999, the Partnership made a distribution of
approximately $688,000 from operations and $1,412,000 from surplus funds for a
total of $2,100,000. The Partnership's distribution policy will be reviewed on
a quarterly basis. There can be no assurance, however, that the Partnership
will generate sufficient funds from operations to permit further distributions
to it partners in 1999 or subsequent periods.

Year 2000

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Corporate General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.

Status of Progress in Becoming Year 2000 Compliant

The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. As of
December 31, 1998, the Managing Agent has fully completed its assessment of all
information systems that could be significantly affected by the Year 2000, and
has begun the remediation, testing and implementation phase on both hardware and
software systems. Assessments are continuing in regards to embedded systems in
operating equipment. The Managing Agent anticipates having all phases complete
by June 1, 1999.

In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Corporate General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Corporate General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.

Risk Associated with the Year 2000

The Corporate General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Corporate General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Corporate General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Corporate General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the

financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.

Other

Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and as such may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Partnership to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
forward-looking statements speak only as of the date of this annual report. The
Partnership expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Partnership's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.

ITEM 7. FINANCIAL STATEMENTS

SHELTER PROPERTIES VI

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Balance Sheet - October 31, 1998

Statements of Operations - Years ended October 31, 1998 and 1997

Statements of Changes in Partners' Capital (Deficit) - Years ended
October 31, 1998 and 1997

Statements of Cash Flows - Years ended October 31, 1998 and 1997

Notes to Financial Statements

Report of Ernst & Young LLP, Independent Auditors

The Partners
Shelter Properties VI

We have audited the accompanying balance sheet of Shelter Properties VI as of
October 31, 1998, and the related statements of operations, changes in partners'
capital (deficit) and cash flows for each of the two years in the period ended
October 31, 1998. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement

presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Shelter Properties VI at
October 31, 1998, and the results of its operations and its cash flows for each
of the two years in the period ended October 31, 1998, in conformity with
generally accepted accounting principles.

/s/ERNST & YOUNG LLP

Greenville, South Carolina
December 17, 1998

SHELTER PROPERTIES VI
BALANCE SHEET

October 31, 1998
(in thousands, except unit data)

Assets
Cash and cash equivalents $ 3,111
Receivables and deposits 914
Restricted escrows 1,626
Other assets 504
Investment properties (Notes C & F):
Land $ 4,950
Buildings and related personal property 48,473
53,423
Less accumulated depreciation (26,738) 26,685

$32,840

Liabilities and Partners' Capital (Deficit)

Liabilities
Accounts payable $ 283
Tenant security deposit liabilities 209
Accrued taxes 777
Other liabilities 261
Mortgage notes payable (Note C) 26,150

Partners' Capital (Deficit)
General partners $ (307)
Limited partners (42,324 units
issued and outstanding) 5,467 5,160

$32,840

See Accompanying Notes to Financial Statements

SHELTER PROPERTIES VI

STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended October 31,
1998 1997
Revenues:
Rental income $ 9,512 $ 9,581
Other income 704 692
Casualty gain -- 342
Total revenues 10,216 10,615

Expenses:
Operating 4,219 4,524
General and administrative 325 284
Depreciation 1,987 2,026
Interest 2,410 2,467
Property taxes 953 919
Total expenses 9,894 10,220

Net income (Note D) $ 322 $ 395

Net income allocated to general partner (1%) $ 3 $ 4
Net income allocated to limited partners (99%) 319 391
$ 322 $ 395

Net income per limited partnership unit $ 7.54 $ 9.24
Distribution per limited partnership unit $ -- $ 22.99

See Accompanying Notes to Financial Statements

SHELTER PROPERTIES VI

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

Limited
Partnership General Limited
Units Partners Partners Total

Original capital contributions 42,324 $ 2 $ 42,324 $ 42,326

Partners' (deficit) capital
at October 31, 1996 42,324 $ (304) $ 5,730 $ 5,426

Distributions to partners -- (10) (973) (983)

Net income for the year ended
October 31, 1997 -- 4 391 395

Partners' (deficit) capital
at October 31, 1997 42,324 (310) 5,148 4,838

Net income for the year ended
October 31, 1998 -- 3 319 322

Partners' (deficit) capital
at October 31, 1998 42,324 $ (307) $ 5,467 $ 5,160

See Accompanying Notes to Financial Statements

SHELTER PROPERTIES VI

STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended October 31,
1998 1997
Cash flows from operating activities:
Net income $ 322 $ 395
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,987 2,026
Amortization of discounts and loan costs 311 307
Net casualty (gain) loss -- (342)
Loss on disposal of property -- 24
Change in accounts:
Receivables and deposits (198) 9
Other assets 60 (57)
Accounts payable (233) 118
Tenant security deposit liabilities 16 (4)
Accrued taxes 161 6
Other liabilities 32 (213)
Net cash provided by operating activities 2,458 2,269

Cash flows from investing activities:
Property improvements and replacements (1,214) (1,104)
Net increase in restricted escrows (68) (49)
Net insurance proceeds from casualty loss 159 189
Net cash used in investing activities (1,123) (964)

Cash flows from financing activities:
Payments on mortgage notes payable (856) (794)

Distributions to partners -- (983)
Net cash used in financing activities (856) (1,777)

Net increase (decrease) in cash and cash equivalents 479 (472)

Cash and cash equivalents at beginning of period 2,632 3,104
Cash and cash equivalents at end of period $ 3,111 $ 2,632

Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,100 $ 2,163

Supplemental disclosure of non-cash activity:

At October 31, 1997, receivables and deposits were adjusted by approximately
$225,000 for non-cash amounts in connection with the recording of casualty items
(See "Note F"). Also, accounts payable was adjusted for the same fiscal year by
approximately $234,000, for non-cash amounts in connection with property
improvements and replacements.

See Accompanying Notes to Financial Statements

SHELTER PROPERTIES VI
Notes to Financial Statements

October 31, 1998

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: Shelter Properties VI (the "Partnership" or "Registrant") was
organized as a limited partnership under the laws of the State of South Carolina
on August 3, 1983. The general partner responsible for management of the
Partnership's business is Shelter Realty VI Corporation, a South Carolina
corporation (the "Corporate General Partner" or "General Partner"). The only
other general partner of the Partnership is Barton Tuck, Jr. Mr. Tuck is not an
affiliate of the Corporate General Partner and is effectively prohibited by the
Partnership's partnership agreement (the "Partnership Agreement") from
participating in the management of the Partnership. The Corporate General
Partner is a subsidiary of Apartment Investment and Management Company
("AIMCO"). See Note B - Transfer of Control. The directors and officers of the
Corporate General Partner also serve as officers of AIMCO. The Partnership
Agreement provides that the Partnership is to terminate December 31, 2023 unless
terminated prior to such date. The Partnership commenced operations on June 29,
1984, and completed its acquisition of apartment properties on March 28, 1985.
The Partnership operates six apartment properties located in the south, midwest
and west.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Allocation of Cash Distributions: Cash distributions by the Partnership are
allocated between general and limited partners in accordance with the provisions

of the Partnership Agreement. The Partnership Agreement provides that net cash
from operations means revenue received less operating expenses paid, adjusted
for certain specified items which primarily include mortgage payments on debt,
property improvements and replacements not previously reserved, and the effects
of other adjustments to reserves. In the following notes to financial
statements, whenever "net cash from (used by) operations" is used, it has the
aforementioned meaning. The following is a reconciliation of the subtotal in
the accompanying statements of cash flows captioned "net cash provided by
operating activities" to "net cash used by operations", as defined in the
Partnership Agreement. However, "net cash used by operations" should not be
considered an alternative to net income as an indicator of the Partnership's
operating performance or to cash flows as a measure of liquidity.

1998 1997
(in thousands)

Net cash provided by operating activities $ 2,458 $ 2,269
Property improvements and replacements (1,214) (1,104)
Payments on mortgage notes payable (856) (794)
Changes in reserves for net operating
liabilities 162 141
Change in restricted escrows, net (68) (49)
Additional operating reserves (482) (463)
Net cash used by operations $ 0 $ 0

The Corporate General Partner has reserved net cash from operations of
approximately $482,000 and $463,000 at October 31, 1998 and 1997, respectively,
to fund continuing capital improvements at the six properties.

Distributions made from reserves no longer considered necessary by the Corporate
General Partner are considered to be additional net cash from operations for
allocation purposes. During October 1997, the Partnership paid a distribution
of approximately $983,000 from net cash from operations. No distributions were
made in the year ended October 31, 1998. During the first fiscal quarter of
1999, the Partnership made a distribution of approximately $688,000 from
operations and $1,412,000 from surplus of funds for a total of $2,100,000.

The Partnership Agreement provides that 99% of distributions of net cash from
operations are allocated to the limited partners until they receive net cash
from operations for such fiscal year equal to 7% of their adjusted capital
values (as defined in the Partnership Agreement), at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners for such fiscal year. Thereafter, the general partners will be
allocated 10% of any distributions of remaining net cash from operations for
such fiscal year.

All distributions of distributable net proceeds (as defined in the Partnership
Agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum return based on the average of the limited partners'
adjusted capital value, less any prior distributions of net cash from operations
and distributable net proceeds, and has also received an amount equal to the
limited partners' adjusted capital value. Thereafter, the general partners
receive 1% of the selling prices of properties sold where they acted as a
broker, and then the limited partners will be allocated 85% of any remaining
distributions of distributable net proceeds and the general partners will
receive 15%.

Distributions may be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Reserve Account until $1,000
per apartment unit is funded for each respective property for a total of
$1,457,000. As of October 31, 1998, the Partnership has deposits of
approximately $1,626,000 in its Reserve Account.

Undistributed Net Proceeds from Disposition: Undistributed net proceeds from
dispositions in prior years totaled $1,412,000 at October 31, 1998 and 1997.
This amount was fully distributed during the first fiscal quarter of 1999.

Allocation of Profits, Gains and Losses: Profits, gains and losses of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the Partnership Agreement.

For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions. In any
fiscal year in which profits, not including gains from property dispositions,
exceed distributions of net cash from operations, such excess is treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.

Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property over the Partnership's adjusted basis in the property shall be
allocated to each partner having a negative capital account balance, to the
extent of such negative balance. The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the general partners to the extent that
general partners would have received distributable net proceeds in connection
therewith; the balance shall be allocated to the limited partners. However, the
interest of the general partners will be equal to at least 1% of each gain at
all times during the existence of the Partnership.

All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Accordingly, net income (losses) as shown in the statements of operations and

changes in partners' capital for 1998 and 1997 were allocated 99% to the limited
partners and 1% to the general partners. Net income per limited partnership
unit for each such year was computed as 99% of net income divided by 42,324
weighted average units outstanding.

Other Reserves: The General Partner may also designate a portion of cash
generated from operations as other reserves in determining net cash from
operations. Per the Partnership Agreement, the General Partner designated as
other reserves an amount equal to the net liabilities related to the operations
of apartment properties during the current fiscal year that are expected to
require the use of cash during the next fiscal year. The changes in other
reserves during 1998 and 1997 were approximately $162,000 and $141,000,
respectively, which amounts were determined by considering changes in the
balances of receivables and deposits, other assets, accounts payable, tenant
security deposit liabilities, accrued taxes and other liabilities. At this
time, the General Partner expects to continue to adjust other reserves based on
the net change in the aforementioned account balances.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and
in banks, demand deposits, money market funds, and certificates of deposit with
original maturities less than 90 days. At certain times, the amount of cash
deposited at a bank may exceed the limit on insured deposits.

Restricted Escrows:

Capital Improvement Account - In 1992, the Partnership mortgaged the real estate
assets of its properties under the terms of a multiple-asset real estate
mortgage investment conduit ("REMIC"). At the time of the REMIC refinancing,
$1,429,000 of the proceeds were designated for a "capital improvement escrow"
for certain capital improvements. At October 31, 1998, the scheduled property
improvements have been completed and the escrow account has been eliminated.

Reserve Account - In addition to the Capital Improvement Account, a general
Reserve Account was established in 1992 with the refinancing proceeds for each
mortgaged property. These funds were established to cover necessary repairs and
replacements of existing improvements, debt service, out of pocket expenses
incurred for ordinary and necessary administrative tasks, and payment of real
property taxes and insurance premiums. The Partnership is required to deposit
net operating income (as defined in the mortgage note) from each property to the
respective reserve account until the accounts equal $1,000 per apartment unit
for each respective property. The minimum balance of $400 per apartment unit,
as well as the requirement of $1,000 per apartment unit, has currently been
attained. The current balance is approximately $1,626,000.

Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for the initial cost of Carriage House
Apartments, 18 years for other additions acquired before May 9, 1985, and 19
years for additions after May 8, 1985, and before January 1, 1987, and (2) for
personal property over 5 years for additions prior to January 1, 1987. As a
result of the Tax Reform Act of 1986, for additions after December 31, 1986, the
modified accelerated cost recovery method is used for depreciation of (1) real
property additions over 27.5 years and (2) personal property additions over 7
years.

Loan Costs: Loan costs of approximately $943,000 less accumulated amortization
of approximately $558,000 are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

Tenant Security Deposits - The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.

Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, it is the Corporate General Partner's policy 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.

Investment Properties: Investment properties consist of six 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. The Corporate General Partner relies on the
annual appraisals performed by the outside appraisers for the estimated value of
the Partnership's properties. There are three recognized approaches or
techniques available to the appraiser. When applicable, these approaches are
used to process the data considered significant to each to arrive at separate
value indications. In all instances the experience of the appraiser, coupled
with his objective judgment, plays a major role in arriving at the conclusions
of the indicated value from which the final estimate of value is made. The three
approaches commonly known are the cost approach, the sales comparison approach,
and the income approach. The cost approach is often not considered to be
reliable due to the lack of land sales and the significant amount of
depreciation and, therefore, is often not presented. Upon receipt of the
appraisals, any property which is stated on the books of the Partnership above
the estimated value given in the appraisal, is written down to the estimated
value given by the appraiser. The appraiser assumes a stabilized occupancy at
the time of the appraisal and, therefore, any impairment of value is considered

to be permanent by the Corporate General Partner. No adjustments for impairment
of value were recorded in the years ended October 31, 1998 or 1997.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 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. Management has not
completed its review of Statement 131, but does not anticipate the adoption of
this statement to materially affect the Partnership. The Partnership will
adopt the new requirements retroactively in 1999.

Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense was approximately $134,000 and $139,000 for the years ended
October 31, 1998 and 1997, respectively were charged to expense as incurred.

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 value.

Reclassification: Certain reclassifications have been made to the 1997
information to conform to the 1998 presentation.

NOTE B - TRANSFER OF CONTROL

NOTE C - MORTGAGE NOTES PAYABLE

The principal terms of mortgage notes payable are as follows:

Principal Monthly Principal
Balance At Payment Stated Balance
October 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)
Rocky Creek
1st Mortgage $ 2,064 $ 19 7.60% 11/15/02 $ 1,737
2nd Mortgage 74 (a) 7.60% 11/15/02 74
Carriage House
1st Mortgage 1,903 17 7.60% 11/15/02 1,601
2nd Mortgage 69 (a) 7.60% 11/15/02 68
Nottingham Square
1st Mortgage 7,448 68 7.60% 11/15/02 6,268
2nd Mortgage 268 2 7.60% 11/15/02 268
Foxfire/Barcelona
1st Mortgage 5,384 49 7.60% 11/15/02 4,531
2nd Mortgage 193 1 7.60% 11/15/02 193
River Reach
1st Mortgage 7,000 64 7.60% 11/15/02 5,890
2nd Mortgage 252 2 7.60% 11/15/02 252
Village Garden
1st Mortgage 2,423 22 7.60% 11/15/02 2,039
2nd Mortgage 87 1 7.60% 11/15/02 87
27,165 $ 245
Less unamortized
discounts (1,015)
Total $ 26,150

(a) Monthly payment including interest is less than $1,000.

The Partnership exercised interest rate buy-down options for the six properties
when the debt was refinanced in 1992, thereby reducing the stated rate from
8.76% to 7.6%. The fee for the interest rate reduction amounted to
approximately $2,433,000 and is being amortized as a loan discount using the
interest method over the life of the loans. The unamortized discount fee is
reflected as a reduction of the mortgage notes payable and increases the
effective rate of the debt to 8.76%.

The mortgage notes payable are nonrecourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. The notes could not be prepaid prior to November 15,
1997, thereafter, prepayment penalties are required if repaid prior to maturity.
Further, the properties may not be sold subject to existing indebtedness.

Scheduled principal payments of mortgage notes payable subsequent to October 31,
1998, are as follows (in thousands):

1999 $ 925
2000 997
2001 1,075
2002 1,160
2003 23,008
$27,165

NOTE D - INCOME TAXES

The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements

of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.

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

1998 1997
Net income as reported $ 322 $ 395
Add (deduct):
Fixed asset write-offs and casualty gain -- (348)
Amortization of present value discounts (2) (6)
Depreciation differences (333) (280)
Change in prepaid rental income (44) (11)
Other 20 49

Federal taxable loss $ (37) $ (201)
Federal taxable loss per
limited partnership unit $ (.87) $(4.70)

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

Net assets as reported $ 5,160
Buildings and land 3,632
Accumulated depreciation (14,887)
Syndication fees 5,286
Other 72
Net liabilities - tax basis $ (737)

NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
Partnership activities. The Partnership Agreement provides for payments to
affiliates for services and the reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following expenses were paid or
accrued to an affiliate of the Corporate General Partner during the year ended
October 31, 1998 and 1997:

1998 1997
(in thousands)
Property management fees
(included in operating expenses) $512 $511
Reimbursements for services of affiliates
(included in general and administrative
expenses) 240 220

Included in reimbursements for services of affiliates is approximately $34,000
of reimbursements for construction oversight costs in both fiscal years ended
October 31, 1998 and 1997.

During the years ended October 31, 1998 and 1997, affiliates of the Corporate
General Partner were entitled to receive 5% of the gross receipts from all of
Registrant's properties as compensation for providing property management
services. These services were performed by Insignia Management, L.P. during
1997 and until October 1, 1998 (effective date of the Insignia Merger (see Note
B)), at which time AIMCO Management began providing such services. The
Registrant paid to such affiliates $512,000 and $511,000 for the years ended
October 31, 1998 and 1997, respectively.

Insignia Residential Group, L.P. received reimbursement of accountable
administrative expenses amounting to approximately $189,000 and $180,000 for the
eleven month period ended September 30, 1998 and the year ended October 31,
1997, respectively. For October 1998, AIMCO, an affiliate of Corporate General
Partner received reimbursements for administrative expenses of approximately
$17,000.

In July 21, 1998, an affiliate of the Corporate General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 17,000 of the outstanding
units of limited partnership interest in the Partnership at $475 per Unit, net
to the seller in cash. The Purchaser acquired 3,364 units pursuant to this
tender offer. As a result of this purchase AIMCO currently owns, through its
affiliates, a total of 14,907 limited partnership units or 35.22% as of October
31, 1998, consequently, AIMCO could be in a position to significantly influence
all voting decisions with respect to the Registrant. Under the Partnership
Agreement, unitholders holding a majority of the

Units are entitled to take action with respect to a variety of matters. When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Corporate General Partner because of
their affiliation with the Corporate General Partner.

For the period of November 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Corporate General Partner. An affiliate of the Corporate General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy. The agent assumed the financial obligations to the
affiliate of the Corporate General Partner, who received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Corporate General Partner by
virtue of the agent's obligations was not significant.

NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION

Initial Cost
To Partnership
(in thousands)

Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition

Rocky Creek $ 2,138 $ 168 $ 3,821 $ 602
Carriage House 1,972 166 3,038 691
Nottingham Square 7,716 1,133 9,980 3,556
Foxfire/Barcelona 5,577 1,191 9,998 610
River Reach 7,252 1,872 10,854 1,630
Village Garden 2,510 420 3,050 643

Totals $ 27,165 $ 4,950 $ 40,741 $ 7,732

<TABLE>
<CAPTION>
Gross Amount At Which Carried
October 31, 1998
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
(amounts in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Rocky Creek Apartments
Augusta, Georgia $ 168 $ 4,423 $ 4,591 $ 2,255 1979 06/29/84 5-35
Carriage House Apartments
Gastonia, North Carolina 166 3,729 3,895 2,225 1970-1971 06/29/84 5-27
Nottingham Square Apartments
Des Moines, Iowa 1,133 13,536 14,669 7,288 1972 08/31/84 5-29
Foxfire/Barcelona Apartments
Durham, North Carolina 1,191 10,608 11,799 5,978 1973 03/28/85 5-29
1975 09/30/84 5-31
River Reach Apartments
Jacksonville, Florida 1,872 12,484 14,356 7,072 1971 01/30/85 5-27
Village Garden Apartments
Fort Collins, Colorado 420 3,693 4,113 1,920 1974 03/01/85 5-30

Totals $4,950 $ 48,473 $53,423 $26,738

</TABLE)

Reconciliation of "Investment Properties and Accumulated Depreciation" (in
thousands):

Years Ended October 31,
1998 1997
Investment Properties
Balance at beginning of year $ 52,209 $ 51,019
Property improvements 1,214 1,338
Disposals of property -- (148)
Balance at end of year $ 53,423 $ 52,209

Accumulated Depreciation
Balance at beginning of year $ 24,751 $ 22,800
Additions charged to expense 1,987 2,026
Disposals of property -- (75)
Balance at end of year $ 26,738 $ 24,751

The aggregate cost of the real estate for Federal income tax purposes at October
31, 1998 and 1997, respectively, is approximately $57,054,000 and $55,840,000.
The accumulated depreciation taken for Federal income tax purposes at October
31, 1998 and 1997, respectively, is approximately $41,625,000 and $39,305,000.

NOTE G - CASUALTY GAINS AND LOSSES

During the year ended October 31, 1997, the Partnership recorded the following
casualty gains and losses. A casualty gain of approximately $240,000 resulted
from the insurance proceeds from hail and wind storm damage at Nottingham Square
Apartments that occurred in the second quarter of 1996. In November 1996, a
fire occurred at Carriage House Apartments which damaged one unit and caused
smoke damage to two additional units and the common area. The estimated costs to
repair the units exceeded the insurance proceeds received and thus resulted in a

casualty loss of approximately $8,000. In March 1997, a fire occurred at
Village Garden Apartments which destroyed one unit and caused smoke and water
damage to additional units. The estimated costs to repair the units exceeded
the insurance proceeds expected to be received and thus resulted in a casualty
loss of approximately $10,000. In April 1997, a fire occurred at
Foxfire/Barcelona Apartments which destroyed an entire building, consisting of
eight units. A casualty gain of approximately $139,000 resulted from the
expected insurance proceeds exceeding the basis of the units destroyed, plus the
total estimated non-capitalized costs to replace the assets. In May 1997, a
tornado caused damage to River Reach Apartments resulting in uprooted trees,
minor damage to the parking lot and roofs of two units. A casualty loss of
approximately $19,000 resulted. The combination of these casualty events
resulted in a casualty gain of approximately $342,000 for the year ended October
31, 1997.

NOTE H - DISTRIBUTIONS

Distributions of approximately $983,000 were paid from operations in September
1997. There were no distributions made in 1998. During the first fiscal quarter
of 1999, the Partnership made a distribution of approximately $688,000 from
operations and $1,412,000 from surplus funds for a total of $2,100,000.

NOTE I - LEGAL PROCEEDINGS

("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the Corporate General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Corporate
General Partner has filed demurrers to the amended complaint which are scheduled
to be heard during February 1999. The Corporate General Partner believes this
action to be without merit, and intends to vigorously defend it.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC. V.
INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, county of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). The complaint names as defendants Insignia, several
Insignia Affiliates alleged to be managing partners of the Subject Partnerships,
the Partnership and the Corporate General Partner. Plaintiffs allege that they
have requested from, but have been denied by each of the Subject Partnerships,
lists of their respective limited partners for the purpose of making tender
offers to purchase up to 4.9% of the limited partner units of each of the
Subject Partnerships. The complaint also alleges that certain of the defendants
made tender offers to purchase limited partner units in many of the Subject
Partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract, unfair
business practices, and violations of the partnership statutes of the states in
which the Subject Partnerships are organized. Plaintiffs seek compensatory,
punitive and treble damages. The Corporate General Partner filed an answer to
the complaint on September 15, 1998. The Corporate General Partner believes the
claims to be without merit and intends to defend the action vigorously.

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

PART III

ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Registrant has no officers or directors. The Individual and Corporate
General Partners are as follows:

Individual General Partner - N. Barton Tuck, Jr., age 60, is the Individual
General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth
Management, Inc. Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation (the former parent of the Corporate General Partner of the
Partnership). For six years prior to 1966, Mr. Tuck was employed in Greenville,
South Carolina by the certified public accounting firm of S.D. Leidesdorf &
Company. From 1966 to 1970, he was a registered representative with the

investment banking firm of Harris Upham & Co., Inc. in Greenville, South
Carolina. Since 1970, Mr. Tuck has been engaged in arranging equity investments
for individuals and partnerships. Mr. Tuck is a graduate of the University of
North Carolina. Mr. Tuck has delegated to the Corporate General Partner all of
his authority, as a general partner of the Partnership, to manage and control
the Partnership and its business and affairs.

Corporate General Partner - The names and ages of, as well as the positions and
offices held by, the present executive officers and director of Shelter Realty
VI Corporation ("Corporation") are set forth below. There are no family
relationships between or among any officers or directors.

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President - Accounting

Patrick J. Foye has been Executive Vice President and Director of the Corporate
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. 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.

Timothy R. "Randy" Garrick has served as Vice President-Accounting of the
Corporate General Partner and AIMCO since October 1, 1998. Prior to that date,
Mr. Garrick served as Vice President-Accounting Services of Insignia Financial
Group since June of 1997. From 1992 until June of 1997, Mr. Garrick served as
Vice President of Partnership Accounting for Insignia Financial Group. From

1987 to 1990, Mr. Garrick served as Investment Advisor for U.S. Shelter
Corporation. From 1984 to 1987, Mr. Garrick served as Partnership Investment
Analyst for U.S. Shelter Corporation. From 1979 to 1984, Mr. Garrick worked on
the audit staff of Ernst & Whinney. Mr. Garrick received his B.S. Degree from
the University of South Carolina in 1979 and is a Certified Public Accountant.

ITEM 10. EXECUTIVE COMPENSATION

Neither the Individual General Partner nor any of the directors and officers of
the Corporate General Partner received any remuneration from the Registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as noted below, no person was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of October 31, 1998.

Number
Entity of Units Percentage
Insignia Properties LP (an affiliate of AIMCO) 11,543 27.273%
Cooper River Properties LLC (an affiliate of AIMCO) 3,364 7.948%

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

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

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")

acquired indirect control of the Corporate General Partner. AIMCO and its
affiliates currently own 35.22% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for the remaining limited partnership interests in the
Partnership. There is a substantial likelihood that, within a short period of
time, AIMCO OP will offer to acquire limited partnership interests in the
Partnership for cash or preferred units or common units of limited partnerships
interests in AIMCO OP. While such an exchange offer is possible, no definite
plans exist as to when or whether to commence such an exchange offer, or as to
the terms of any such exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Individual General Partner and the Corporate General Partner received,
collectively, $6,900 and $10,000 as their pro-rata share of the distributions
made during the first fiscal quarter of 1999 and the year ended October 31,
1997. For a description of the share of cash distributions from operations, if
any, to which the general partners are entitled, reference is made to Item 7,
Financial Statements - Note A - Allocation of Cash Distributions and Allocation
of Profits, Gains and Losses.

Included in reimbursements for services of affiliates is approximately $34,000
of reimbursements for construction oversight costs in both fiscal years ended
October 31, 1998 and 1997.

The following expenses were paid or accrued to an affiliate of the Corporate
General Partner during the year ended October 31, 1998 and 1997:

1998 1997
(in thousands)
Property management fees
(included in operating expenses) $512 $511
Reimbursements for services of affiliates
(included in general and administrative
expenses) 240 220

In July 21, 1998, an affiliate of the Corporate General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 17,000 of the outstanding
units of limited partnership interest in the Partnership at $475 per Unit, net
to the seller in cash. The Purchaser acquired 3,364 units pursuant to this
tender offer. As a result of this purchase AIMCO currently owns, through its
affiliates, a total of 14,907 limited partnership units or 35.22% as of October
31, 1998. Consequently, AIMCO could be in a position to significantly influence

all voting decisions with respect to the Registrant. Under the Partnership
Agreement, unitholders holding a majority of the Units are entitled to take
action with respect to a variety of matters. When voting on matters, AIMCO
would in all likelihood vote the Units it acquired in a manner favorable to the
interest of the Corporate General Partner because of their affiliation with the
Corporate General Partner.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.

(b) Reports on Form 8-K filed in the fourth quarter of fiscal year in
1998:

Current Report on Form 8-K filed on October 1, 1998 disclosing
change in control of Registrant from Insignia Financial Group, Inc.
to AIMCO.

SIGNATURES

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

SHELTER PROPERTIES VI

By: Shelter Realty VI Corporation
Corporate General Partner

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

By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)

Date: January 29, 1999

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

/s/ Patrick J. Foye Executive Vice President and Director 1/29/99
Patrick J. Foye

/s/ Timothy R. Garrick Vice President - Accounting 1/29/99
Timothy R. Garrick (Duly Authorized Officer)

EXHIBIT INDEX

Exhibit

3 See Exhibit 4(a)

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

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

10(i) Contracts related to acquisition of properties:

(a)Purchase Agreement dated March 19, 1984 between ICA-Broad Reach
Limited Partnership and U.S. Shelter Corporation to acquire River
Village Apartments.*

(b)Purchase Agreement dated March 8, 1984 between Rocky Creek
Associates Limited Partnership and U.S. Shelter Corporation to
acquire Rocky Creek Apartments.*

(c)Purchase Agreement dated January 16, 1984 between Carriage House
Associates Limited Partnership and U.S. Shelter Corporation to
acquire Carriage House Apartments.*

*Filed as Exhibits 10(D) through 10(F), respectively, to Amendment
No. 1 of Registration Statement No. 2-86995 of Registrant filed
March 21, 1984 and incorporated herein by reference.

(d)Purchase Agreement dated May 8, 1984 between Daniel Realty
Corporation and U.S. Shelter Corporation to acquire Marble Hill
Apartments. [Filed as Exhibit 10(G) to Post-Effective Amendment No.
1 of Registration Statement No. 2-86995 of Registrant filed June
25, 1984 and incorporated herein by reference.]

(e)Purchase Agreement dated June 6, 1984 between Urbandale Charleston
Court Associates and U.S. Shelter Corporation to acquire Nottingham
Square Apartments. [Filed as Exhibit 10(H) to Post-Effective
Amendment No. 2 of Registration Statement No. 2-86995 of Registrant
filed July 18, 1984 and incorporated herein by reference.]

(f)Purchase Agreement dated July 10, 1984 between National Properties
Investors II and U.S. Shelter Corporation to acquire Foxfire
Apartments. [Filed as Exhibit 10(I) to Post-Effective Amendment No.
2 of Registration Statement No. 2-86995 of Registrant filed July
18, 1984 and incorporated herein by reference.]

(g)Purchase Agreement dated August 24, 1984 between American Century
Corporation and U.S. Shelter Corporation to acquire River Reach
Apartments. [Filed as Exhibit 10(I) to Post-Effective Amendment No.
2 of Registration Statement No. 2-86995 of Registrant filed July
18, 1984 and incorporated herein by reference.]

(h)Purchase Agreement dated January 7, 1985 between Village Garden
Apartments Fort Collins, Ltd. and U.S. Shelter Corporation to
acquire Village Garden Apartments. [Filed as Exhibit a(5) to Form
10-Q For the Quarter Ended January 31, 1985 filed March 14, 1985
and incorporated herein by reference.
(i)Purchase Agreement dated January 18, 1985 between Barcelona
Investors and U.S. Shelter Corporation to acquire Barcelona
Apartments. [Filed as Exhibit a(6) to Form 10-Q For the Quarter

Ended January 31, 1985 filed March 14, 1985 and incorporated herein
by reference.]

(ii) Form of Management Agreement with U.S. Shelter Corporation subsequently
assigned to Shelter Management Group, L.P. (now know as Insignia
Management Group, L.P.) [Filed with Amendment No. 1 of Registration
Statement No. 2-86995 of Registrant filed March 21, 1984 and
incorporated herein by reference.]

(iii) Contracts related to refinancing of debt:

(a)First Deeds of Trust and Security Agreements dated October 28, 1992
between Shelter Properties VI and Joseph Philip Forte (Trustee) and
First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the following properties: Rocky Creek,
Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona, River
Reach and Village Garden.*

(b)Second Deeds of Trust and Security Agreements dated October 28,
1992 between Shelter Properties VI and Joseph Philip Forte
(Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Rocky
Creek, Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona,
River Reach and Village Garden.*

(c)First Assignments of Leases and Rents dated October 28, 1992
between Shelter Properties VI and Joseph Philip Forte (Trustee) and
First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the following properties: Rocky Creek,
Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona, River
Reach and Village Garden.

(d)Second Assignments of Leases and Rents dated October 28, 1992
between Shelter Properties VI and Joseph Philip Forte (Trustee) and
First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the following properties: Rocky Creek,
Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona, River
Reach and Village Garden.*

(e)First Deeds of Trust Notes dated October 28, 1992 between Shelter
Properties VI and First Commonwealth Realty Credit Corporation,
relating to the following properties: Rocky Creek, Carriage House,
Marble Hills, Nottingham, Foxfire/Barcelona, River Reach and
Village Garden.*

(f)Second Deeds of Trust Notes dated October 28, 1992 between Shelter
Properties VI and First Commonwealth Realty Credit Corporation,
relating to the following properties: Rocky Creek, Carriage House,
Marble Hills, Nottingham, Foxfire/Barcelona, River Reach and
Village Garden.*

*Filed as Exhibits 10 (iii) a through 10 (iii) f, respectively, to
Form 10-KSB - Annual or Transitional Report filed January 29, 1993
and incorporated herein by reference.

(IV) Contracts related to disposition of properties:

(a)Agreement of Purchase and Sale dated June 2, 1995, between Shelter
Properties VI and United Dominion Realty Trust, Inc., relating to
Marble Hills Apartments.

7 Financial Data Schedule

</TABLE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties V Limited Partnership 1998 Year-End 10-KSB and is qualified in tis
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000730013
<NAME> SHELTER PROPERTIES VI
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> OCT-31-1998
<CASH> 3,111
<SECURITIES> 0
<RECEIVABLES> 914
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 53,423
<DEPRECIATION> 26,738
<TOTAL-ASSETS> 32,840
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 26,150
0
0
<COMMON> 0
<OTHER-SE> 5,160
<TOTAL-LIABILITY-AND-EQUITY> 32,840
<SALES> 0
<TOTAL-REVENUES> 10,216
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,894
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,410
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 322
<EPS-PRIMARY> 7.54<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>