Southwest Royalties Inc Income Fund VI – ‘10-K’ for 12/31/97

As of:  Wednesday, 3/25/98   ·   For:  12/31/97   ·   Accession #:  796489-98-24   ·   File #:  0-15411

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         54    183K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 
 3: EX-99       Miscellaneous Exhibit                                 79    509K 

10-K   —   Annual Report
Document Table of Contents

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FORM 10-K       
SECURITIES AND EXCHANGE COMMISSION      
WASHINGTON, D.C.  20549       
(Mark One)                                                                      

[x]    Annual  report  pursuant to Section 13 or 15(d)  of  the  Securities     
Exchange Act of 1934 [Fee Required]                               

For the fiscal year ended December 31, 1997                                     

OR      

[ ]    Transition  report pursuant to Section 13 or 15(d) of the Securities     
Exchange Act of 1934 [No Fee Required]                            

For the transition period from                      to                          

Commission File Number 0-15411                                                  

Southwest Royalties, Inc. Income Fund VI      
(Exact name of registrant as specified in       
its limited partnership agreement)      

Tennessee                                                   75-2127812          
(State or other jurisdiction                             (I.R.S. Employer       
of incorporation or organization)                       Identification No.)     

407 N. Big Spring, Suite 300, Midland, Texas                  79701             
(Address of principal executive office)                     (Zip Code)          

Registrant's telephone number, including area (915) 686-9927                    

Securities registered pursuant to Section 12(b) of the Act:       

None      

Securities registered pursuant to Section 12(g) of the Act:       

limited partnership interests       

Indicate by check mark whether registrant (1) has filed reports required to     
be  filed  by  Section 13 or 15(d) of the Securities Exchange Act  of  1934     
during  the  preceding  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                

Indicate by check mark if disclosure of delinquent filers pursuant to  Item     
405  of  Regulation S-K (229.405 of this chapter) is not contained  herein,     
and  will  not  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-K or any amendment to this Form 10-K.     [x]          

The  registrant's  outstanding  securities  consist  of  Units  of  limited     
partnership  interests for which there exists no established public  market     
from which to base a calculation of aggregate market value.                     

The  total  number of pages contained in this report is ____.  The  exhibit     
index is found on page 49.                                                      

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Table of Contents       

Item                                                                   Page     

Part I      

1.   Business                                                           3     

2.   Properties                                                         7     

3.   Legal Proceedings                                                  9     

4.   Submission of Matters to a Vote of Security Holders                9     

Part II       

5.   Market for the Registrant's Common Equity and Related                    
Stockholder Matters                                               10

6.   Selected Financial Data                                           11     

7.   Management's Discussion and Analysis of                                  
Financial Condition and Results of Operations                     12

8.   Financial Statements and Supplementary Data                       19     

9.   Changes in and Disagreements with Accountants                            
on Accounting and Financial Disclosure                            36

Part III      

10.   Directors and Executive Officers of the Registrant                37      

11.   Executive Compensation                                            40      

12.   Security Ownership of Certain Beneficial Owners                           
and Management                                                    40

13.   Certain Relationships and Related Transactions                    43      

Part IV       

14.   Exhibits, Financial Statement Schedules and Reports                       
on Form 8-K                                                       44

Signatures                                                        48

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Part I      

Item 1.   Business                                                              

General                                                                         
Southwest   Royalties,   Inc.  Income  Fund  VI   (the   "Partnership"   or     
"Registrant") was organized as a Tennessee limited partnership on  December     
4,  1986.   The offering of limited partnership interests began August  25,     
1986, reached minimum capital requirements on October 3, 1986 and concluded     
January 29, 1987.  The Partnership has no subsidiaries.                         

The  Partnership  has  expended  its  capital  and  acquired  interests  in     
producing oil and gas properties.  After such acquisitions, the Partnership     
has  produced and marketed the crude oil and natural gas produced from such     
properties.  In most cases, the Partnership purchased royalty or overriding     
royalty interests and working interests in oil and gas properties that were     
converted into net profits interests or other nonoperating interests.   The     
Partnership  purchased  either all or part of the  rights  and  obligations     
under various oil and gas leases.                                               

The  principal executive offices of the Partnership are located at  407  N.     
Big Spring, Suite 300, Midland, Texas, 79701.  The Managing General Partner     
of  the  Partnership,  Southwest Royalties,  Inc.  (the  "Managing  General     
Partner")  and  its  staff  of  130  individuals,  together  with   certain     
independent  consultants  used  on an "as-needed"  basis,  perform  various     
services on behalf of the Partnership, including the selection of  oil  and     
gas properties and the marketing of production from such properties.  H. H.     
Wommack,  III,  a  stockholder, director, President and  Treasurer  of  the     
Managing  General Partner, is also a general partner.  The Partnership  has     
no employees.                                                                   

Principal Products, Marketing and Distribution                                  
The  Partnership has acquired and holds royalty interests  and  net  profit     
interests in oil and gas properties located in Texas, New Mexico,  Wyoming,     
Illinois,  Colorado  and Oklahoma.  All activities of the  Partnership  are     
confined  to the continental United States.  All oil and gas produced  from     
these  properties is sold to unrelated third parties in  the  oil  and  gas     
business.                                                                       

The  revenues  generated from the Partnership's oil and gas activities  are     
dependent upon the current market for oil and gas.  The prices received  by     
the  Partnership for its oil production depend upon numerous factors beyond     
the  Partnership's control, including competition, economic, political  and     
regulatory  developments  and  competitive  energy  sources,  and  make  it     
particularly difficult to estimate future prices of oil and natural gas.        

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1997  was  another volatile year in the oil market.  Prices ranged  from  a     
high  of  approximately $26 in the first quarter to  a  low  near  $18  per     
barrel.   Two contributing factors that influence the oil industry are  the     
strength  of the economy and activity in the Middle East.  Both  influenced     
the  supply  and demand of oil, and both played roles in price swings  this     
year.   Economic  expansion  throughout the world  enabled  consumption  to     
surpass  70  million barrels of oil per day.  However, early in  the  year,     
producing  countries failed to make up the difference  in  supply,  placing     
upward  pressure  on  prices.  U.S. production fell  slightly  in  1997  to     
average  roughly 6.4 million barrels of oil per day.  Over the Thanksgiving     
weekend,  OPEC  agreed  to increase their crude oil production  ceiling  by     
approximately  10%,  but experts have said that many  OPEC  countries  were     
already  producing beyond their quotas, therefore, capacity is not expected     
to expand severely.  Then on December 4th, the UN Security Council approved     
a  renewal of the Iraqi oil-for-food program.  The OPEC agreement  and  the     
UN's decision on the oil-for-food program will certainly increase the world     
supply  of  oil and most likely depress prices in the near term.   However,     
world demand is expected to continue with strong growth in 1998.                

The  December  31, 1997 NYMEX oil price of $17.64 dropped to $14.32  as  of     
March 18, 1998.  The price decline in the first quarter of 1998 could cause     
a material write down in oil and gas properties and a possible reduction in     
future distributions to investors.                                              

Overall the 1997 average price of natural gas increased nationwide from the     
1996  rates.  In some areas the increase was as high as 15%.  The 1996  and     
1997  average prices are by far the highest realized by the industry  since     
1985.   The  1998 average price is expected to remain above the  $2.00  per     
MMBTU  level,  however some early signs indicate that the  prices  will  be     
softer in 1998 than they were in 1997.  Forecasts for a mild winter and the     
lack  of gas storage withdrawals are fueling speculation that the U.S.  has     
an  excess  supply of gas thus driving the prices down to  the  early  1996     
levels.                                                                         

Following  is a table of the ratios of revenues received from oil  and  gas     
production for the last three years:                                            

Oil        Gas

1997         45%        55%             
1996         49%        51%             
1995         48%        52%             

As  the table indicates, the Partnership's revenue is almost evenly divided     
between its oil and gas production, the Partnership revenues will be highly     
dependent upon the future prices and demands for oil and gas.                   

Seasonality of Business                                                         
Although the demand for natural gas is highly seasonal, with higher  demand     
in  the colder winter months and in very hot summer months, the Partnership     
has  been able to sell all of its natural gas, either through contracts  in     
place or on the spot market at the then prevailing spot market price.  As a     
result,  the volumes sold by the Partnership have not fluctuated materially     
with the change of season.                                                      

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Customer Dependence                                                             
No  material portion of the Partnership's business is dependent on a single     
purchaser,  or a very few purchasers, where the loss of one  would  have  a     
material adverse impact on the Partnership.  Five purchasers accounted  for     
67%  of the Partnership's total oil and gas production during 1997:  Nustar     
Joint   Venture   17%,  Torch  Operating  Company   16%,  Scurlock  Permian     
Corporation  13%, Aquila Southwest Pipeline Corporation 11% and  Enron  Oil     
and Transportation Incorporated 10%.  Four purchasers accounted for 63%  of     
the  Partnership's  total  oil  and  gas  production  during  1996:   Torch     
Operating  Company 28%, Scurlock Permian Corporation 14%, Aquila  Southwest     
Pipeline  Corporation 11% and Enron Oil and Transportation Inc  10%.   Four     
purchasers  accounted  for  62%  of the Partnership's  total  oil  and  gas     
production  during  1995: Nustar Joint Venture, Aquila Southwest  Pipeline,     
Scurlock Permian Corp. and Enron Oil and Transportation purchased 27%, 14%,     
11% and 10%, respectively.  All purchasers of the Partnership's oil and gas     
production  are  unrelated  third parties.   In  the  event  any  of  these     
purchasers were to discontinue purchasing the Partnership's production, the     
Managing General Partner believes that a substitute purchaser or purchasers     
could be located without undue delay.  No other purchaser accounted for  an     
amount  equal to or greater than 10% of the Partnership's sales of oil  and     
gas production.                                                                 

Competition                                                                     
Because  the  Partnership has utilized all of its funds available  for  the     
acquisition  of net profits or royalty interests in producing oil  and  gas     
properties,  it  is  not  subject to competition from  other  oil  and  gas     
property purchasers.  See Item 2, Properties.                                   

Factors  that  may  adversely  affect the  Partnership  include  delays  in     
completing  arrangements  for  the sale of production,  availability  of  a     
market for production, rising operating costs of producing oil and gas  and     
complying  with  applicable  water  and  air  pollution  control  statutes,     
increasing  costs  and  difficulties of transportation,  and  marketing  of     
competitive  fuels.   Moreover, domestic oil  and  gas  must  compete  with     
imported oil and gas and with coal, atomic energy, hydroelectric power  and     
other forms of energy.                                                          

Regulation                                                                      

Oil  and Gas Production - The production and sale of oil and gas is subject     
to  federal and state governmental regulation in several respects, such  as     
existing price controls on natural gas and possible price controls on crude     
oil,  regulation of oil and gas production by state and local  governmental     
agencies, pollution and environmental controls and various other direct and     
indirect   regulation.    Many  jurisdictions  have  periodically   imposed     
limitations on oil and gas production by restricting the rate of  flow  for     
oil  and  gas wells below their actual capacity to produce and by  imposing     
acreage limitations for the drilling of wells.  The federal government  has     
the  power  to  permit increases in the amount of oil imported  from  other     
countries and to impose pollution control measures.                             

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Various  aspects of the Partnership's oil and gas activities are  regulated     
by  administrative agencies under statutory provisions of the states  where     
such  activities  are  conducted and by certain  agencies  of  the  federal     
government for operations on Federal leases.  Moreover, certain  prices  at     
which the Partnership may sell its natural gas production are controlled by     
the  Natural Gas Policy Act of 1978, the Natural Gas Wellhead Decontrol Act     
of  1989  and the regulations promulgated by the Federal Energy  Regulatory     
Commission.                                                                     

Environmental-  The  Partnership's oil and gas activities  are  subject  to     
extensive  federal,  state  and local laws and  regulations  governing  the     
generation,  storage, handling, emission, transportation and  discharge  of     
materials into the environment.  Governmental authorities have the power to     
enforce compliance with their regulations, and violations carry substantial     
penalties.   This  regulatory burden on the oil and gas industry  increases     
its cost of doing business and consequently affects its profitability.  The     
Managing  General  Partner  is  unable to  predict  what,  if  any,  effect     
compliance will have on the Partnership.                                        

Industry  Regulations  and  Guidelines - Certain industry  regulations  and     
guidelines  apply to the registration, qualification and operation  of  oil     
and  gas  programs in the form of limited partnerships. The Partnership  is     
subject  to  these  guidelines  which regulate  and  restrict  transactions     
between  the Managing General Partner and the Partnership.  The Partnership     
complies  with these guidelines and the Managing General Partner  does  not     
anticipate that continued compliance will have a material adverse effect on     
Partnership operations.                                                         

Partnership Employees                                                           
The Partnership has no employees; however, the Managing General Partner has     
a  staff of geologists, engineers, accountants, landmen and clerical  staff     
who  engage in Partnership activities and operations and perform additional     
services  for  the  Partnership as needed.  In  addition  to  the  Managing     
General  Partner's  staff, the Partnership engages independent  consultants     
such  as petroleum engineers and geologists as needed.  As of December  31,     
1997,  there were 130 individuals directly employed by the Managing General     
Partner in various capacities.                                                  

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Item 2.  Properties                                                             

In  determining whether an interest in a particular producing property  was     
to  be  acquired, the Managing General Partner considered such criteria  as     
estimated  oil  and  gas reserves, estimated cash flow  from  the  sale  of     
production,  present  and  future prices of oil  and  gas,  the  extent  of     
undeveloped  and  unproved reserves, the potential for secondary,  tertiary     
and other enhanced recovery projects and the availability of markets.           

As  of December 31, 1997, the Partnership possessed an interest in oil  and     
gas  properties  located  in  Jackson, Rio  Blanco  and  Weld  Counties  of     
Colorado; Clinton, Lawrence and Marion Counties of Illinois; Eddy County of     
New  Mexico;  Alfalfa,  Beaver,  Caddo, Ellis,  Garvin,  Haskell,  Latimer,     
Leflore, Logan, McClain, Noble, Pottawatomie, Roger Mills, Seminole,  Woods     
and Woodward Counties of Oklahoma; Brazos, Burleson, Coke, Crane, Eastland,     
Ector,  Fayette,  Gaines,  Glasscock, Jim  Wells,  Lee,  Lipscomb,  Martin,     
Midland,   Mitchell,  Moore,  Nolan,  Pecos,   Reagan,   Reeves,   Roberts,     
Robertson,  Runnels, Sterling, Upton, Ward and Winkler Counties  of  Texas;     
Campbell, Crook and Freemont Counties of Wyoming.  These properties consist     
of various interests in approximately 253 wells and units.                      

Due  to  the  Partnership's  objective of  maintaining  current  operations     
without engaging in the drilling of any developmental or exploratory wells,     
or  additional acquisitions of producing properties, there has not been any     
significant changes in properties during 1997, 1996 and 1995.                   

Upon a determination by Management that they were either not profitable  to     
own  or Management received an offer that exceeded the leases reserves, the     
following leases were sold.                                                     

During 1997, one lease was sold for approximately $20,000.  The Concho  was     
sold  effective  June  1997.   During  1996,  nine  leases  were  sold  for     
approximately $16,400.  The IRT was sold effective June 1995,  Rocky  Point     
Shallow,  McMillian and NW 32 were sold effective September  1995,  Hendry,     
Worsham  and Wilkinson were sold effective April 1996 and the FNB  and  USA     
McBride  were sold effective May 1996.  During 1995, six leases  were  sold     
for  approximately  $42,500.  The Moyer #2, Moyer Gas  Unit,  Sparkman  #2,     
McEntire, Terry and R.D. Jones were sold effective November 1995.               

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Significant Properties                                                          
The  following  table  reflects the significant  properties  in  which  the     
Partnership has an interest:                                                    

Date                            
             Purchased           No. of         Proved Reserves*
Name and Location   and Interest         Wells        Oil (bbls) Gas (mcf)      
-----------------   ------------         ------       ---------- ---------      
Mary Shirk            12/86 at 3%           7           74,712    682,296       
Upton County,         to 50% net                                                
Texas                 profits                                                   
interests                           

Mobil Amacker         7/87 at 23%          10           43,159  1,790,566       
Tippet                to 100% net                                               
Upton County,         profits                                                   
Texas                 interests                                                 

Enron/Rhoda           4/87 at 2%           43          319,351  1,151,957       
Walker                to 100% net                                               
Ward County,          profits                                                   
Texas                 interests                                                 

*The  reserve estimates were prepared as of January 1, 1998, by  Donald  R.     
Creamer,  P.E., an independent registered petroleum engineer.  The  reserve     
estimates  were  made  in  accordance with guidelines  established  by  the     
Securities and Exchange Commission pursuant to Rule 4-10(a) of Regulation S-    
X.   Such guidelines require oil and gas reserve reports be prepared  under     
existing economic and operating conditions with no provisions for price and     
cost escalation except by contractual arrangements.                             

The  New York Mercantile Exchange price at December 31, 1997 of $17.64  was     
used  as the beginning basis for the oil price.  Oil price adjustments from     
$17.64  per  barrel were made in the individual evaluations to reflect  oil     
quality,  gathering and transportation costs.  The results are  an  average     
price received at the lease of $16.24 per barrel in the preparation of  the     
reserve report as of January 1, 1998.                                           

In  the  determination of the gas price, the New York  Mercantile  Exchange     
price  at December 31, 1997 of $2.26 was used as the beginning basis.   Gas     
price   adjustments  from  $2.26  per  Mcf  were  made  in  the  individual     
evaluations to reflect BTU content, gathering and transportation costs  and     
gas processing and shrinkage.  The results are an average price received at     
the  lease of $2.35 per Mcf in the preparation of the reserve report as  of     
January 1, 1998.                                                                

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As  also discussed in Part II, Item 7, Management's Discussion and Analysis     
of  Financial Condition and Results of Operations, oil and gas prices  were     
subject to frequent changes in 1997.                                            

The  evaluation  of  oil and gas properties is not  an  exact  science  and     
inevitably involves a significant degree of uncertainty, particularly  with     
respect to the quantity of oil or gas that any given property is capable of     
producing.   Estimates  of  oil and gas reserves  are  based  on  available     
geological and engineering data, the extent and quality of which  may  vary     
in  each  case  and,  in  certain instances, may prove  to  be  inaccurate.     
Consequently,  properties may be depleted more rapidly than the  geological     
and engineering data have indicated.                                            

Unanticipated  depletion, if it occurs, will result in lower reserves  than     
previously  estimated; thus an ultimately lower return for the Partnership.     
Basic  changes in past reserve estimates occur annually.  As  new  data  is     
gathered  during the subsequent year, the engineer must revise his  earlier     
estimates.  A year of new information, which is pertinent to the estimation     
of  future  recoverable volumes, is available during  the  subsequent  year     
evaluation.   In applying industry standards and procedures, the  new  data     
may cause the previous estimates to be revised.  This revision may increase     
or  decrease the earlier estimated volumes.  Pertinent information gathered     
during the year may include actual production and decline rates, production     
from  offset  wells  drilled to the same geologic formation,  increased  or     
decreased water production, workovers, and changes in lifting costs,  among     
others.   Accordingly,  reserve  estimates are  often  different  from  the     
quantities of oil and gas that are ultimately recovered.                        

The  Partnership  has  reserves which are classified  as  proved  developed     
producing, proved developed non-producing and proved undeveloped.   All  of     
the  proved reserves are included in the engineering reports which evaluate     
the Partnership's present reserves.                                             

Because  the  Partnership  does  not engage  in  drilling  activities,  the     
development of proved undeveloped reserves is conducted pursuant to farmout     
arrangements with the Managing General Partner or unrelated third  parties.     
Generally, the Partnership retains a carried interest such as an overriding     
royalty interest under the terms of a farmout, or receives cash.                

The  Partnership or the owners of properties in which the Partnership  owns     
an  interest  can  engage  in workover projects or  supplementary  recovery     
projects, for example, to extract behind the pipe reserves which qualify as     
proved developed non-producing reserves.  See Part II, Item 7, Management's     
Discussion and Analysis of Financial Condition and Results of Operations.       

Item 3.  Legal Proceedings                                                      

There are no material pending legal proceedings to which the Partnership is     
a party.                                                                        

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

No  matter  was submitted to a vote of security holders during  the  fourth     
quarter of 1997 through the solicitation of proxies or otherwise.               

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Part II       

Item 5.  Market  for the Registrant's Common Equity and Related Stockholder     
Matters                                                       

Market Information                                                              
Limited  partnership interests, or units, in the Partnership were initially     
offered and sold for a price of $500.  Limited partner units are not traded     
on  any  exchange  and there is no public or organized trading  market  for     
them.  The Managing General Partner has become aware of certain limited and     
sporadic transfers of units between limited partners and third parties, but     
has no verifiable information regarding the prices at which such units have     
been  transferred.   Further,  a transferee may  not  become  a  substitute     
limited partner without the consent of the Managing General Partner.            

After  completion of the Partnership's first full fiscal year of operations     
and each year thereafter, the Managing General Partner has offered and will     
continue  to  offer  to  purchase each limited partner's  interest  in  the     
Partnership,  at a price based on tangible assets of the Partnership,  plus     
the  present  value  of  the future net revenues  of  proved  oil  and  gas     
properties,  minus liabilities with a risk factor discount of  up  to  one-     
third  which  may  be implemented at the sole discretion  of  the  Managing     
General  Partner.   However, the Managing General Partner's  obligation  to     
purchase  limited partner units is limited to an expenditure of  an  amount     
not  in  excess  of  10%  of  the  total limited  partner  units  initially     
subscribed  for  by limited partners.  In 1997, 940 limited  partner  units     
were  tendered  to  and  purchased by the Managing General  Partner  at  an     
average base price of $285.09 per unit.  In 1996, 386 limited partner units     
were  tendered  to  and  purchased by the Managing General  Partner  at  an     
average  base price of $183.01 per unit.  During 1995, 127 limited  partner     
units were tendered to and purchased by the Managing General Partner at  an     
average base price of $151.46 per unit.                                         

Number of Limited Partner Interest Holders                                      
As  of December 31, 1997 there were 876 holders of limited partner units in     
the Partnership.                                                                

Distributions                                                                   
Pursuant  to Article IV, Section 4.01 of the Partnership's Certificate  and     
Agreement  of  Limited Partnership "Net Cash Flow" is  distributed  to  the     
partners  on  a  monthly basis.  "Net Cash Flow" is defined  as  "the  cash     
generated  by  the  Partnership's investments  in  producing  oil  and  gas     
properties,  less  (i)  General and Administrative  Costs,  (ii)  Operating     
Costs,  and  (iii) any reserves necessary to meet current  and  anticipated     
needs  of  the  Partnership, as determined at the sole  discretion  of  the     
Managing General Partner."                                                      

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During 1997, twelve monthly distributions were made totaling $929,000, with     
$836,100  distributed to the limited partners and $92,900  to  the  general     
partners.   For the year ended December 31, 1997, distributions  of  $41.81     
per limited partner unit were made, based upon 20,000 limited partner units     
outstanding.  During 1996, twelve monthly distributions were made  totaling     
$1,138,887,  with  $1,025,487  distributed  to  the  limited  partners  and     
$113,400  to the general partners.  For the year ended December  31,  1996,     
distributions  of  $51.27 per limited partner unit were  made,  based  upon     
20,000  limited  partner units outstanding.  During  1995,  twelve  monthly     
distributions  were made totaling $1,009,341, with $910,141 distributed  to     
the  limited  partners and $99,200 to the general partners.  For  the  year     
ended  December 31, 1995, distributions of $45.51 per limited partner  unit     
were made, based on 20,000 limited partner units outstanding.                   

Item 6.  Selected Financial Data                                                

The  following  selected financial data for the years  ended  December  31,     
1997,  1996,  1995,  1994 and 1993 should be read in conjunction  with  the     
financial statements included in Item 8:                                        

                Years ended December 31,
                ------------------------------------------------------------
                1997       1996       1995       1994         1993
                ----       ----       ----       ----         ----
Revenues          $  964,866   1,317,978  1,030,181 1,125,877    1,206,853      

Net income           526,063     934,674    610,015   592,353      438,100      

Partners' share                                                                 
of net income:                                                                

General partners     52,607      93,468     61,001    59,235       43,810     

Limited partners    473,456     841,206    549,014   533,118      394,290     

Limited partners'                                                               
net income per                                                                
              unit             23.67      42.06     27.45        26.66
19.71                                                                           

Limited partners'                                                               
cash distributions                                                            
              per unit         41.81      51.27     45.51        36.68
48.96                                                                           

Total assets      $2,641,528   3,044,532  3,249,010 3,648,821    3,871,224      

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Item 7.   Management's  Discussion and Analysis of Financial Condition  and     
Results of Operations                                       

General                                                                         
The  Partnership was formed to acquire nonoperating interests in  producing     
oil  and  gas  properties, to produce and market crude oil and natural  gas     
produced  from  such  properties and to distribute any  net  proceeds  from     
operations  to  the  general  and  limited  partners.   Net  revenues  from     
producing  oil  and  gas  properties are not reinvested  in  other  revenue     
producing  assets except to the extent that producing facilities and  wells     
are  reworked  or  where  methods are employed to improve  or  enable  more     
efficient  recovery  of oil and gas reserves.  The  economic  life  of  the     
Partnership thus depends on the period over which the Partnership's oil and     
gas reserves are economically recoverable.                                      

Increases   or   decreases   in  Partnership   revenues   and,   therefore,     
distributions  to partners will depend primarily on changes in  the  prices     
received  for  production,  changes in volumes of  production  sold,  lease     
operating  expenses, enhanced recovery projects, offset drilling activities     
pursuant  to  farmout arrangements and on the depletion  of  wells.   Since     
wells  deplete over time, production can generally be expected  to  decline     
from year to year.                                                              

Well  operating costs and general and administrative costs usually decrease     
with   production   declines;  however,  these  costs  may   not   decrease     
proportionately.   Net  income available for distribution  to  the  limited     
partners  has  fluctuated  over  the past few  years  and  is  expected  to     
fluctuate in later years based on these factors.                                

Based  on  current conditions, management anticipates performing  workovers     
during the next five years to enhance production.  The Partnership has  the     
opportunity for potential increases with normal decline.                        

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Results of Operations                                                           

A.  General Comparison of the Years Ended December 31, 1997 and 1996            

The  following  table  provides certain information  regarding  performance     
factors for the years ended December 31, 1997 and 1996:                         

                                             Year Ended     Percentage
                                           December 31,     Increase
                                           1997      1996   (Decrease)
                                          ----      ----   ---------

Average price per barrel of oil         $      18.81     21.12   (11%)          
Average price per mcf of gas            $       2.44      2.43       -          
Oil production in barrels                     50,100    56,200   (11%)          
Gas production in mcf                        471,100   503,600    (6%)          
Income from net profits interests       $    955,069 1,312,524   (27%)          
Partnership distributions               $    929,000 1,138,887   (18%)          
Limited partner distributions           $    836,100 1,025,487   (18%)          
Per unit distribution to limited partners          $     41.81      51.27       
(18%)                                                                           
Number of limited partner units               20,000    20,000                  

Revenues                                                                        

The  Partnership's income from net profits interests decreased to  $955,069     
from   $1,312,524  for  the  years  ended  December  31,  1997  and   1996,     
respectively,  a  decrease  of 27%.  The principal  factors  affecting  the     
comparison of the years ended December 31, 1997 and 1996 are as follows:        

1.  The  average  price  for a barrel of oil received  by  the  Partnership     
decreased  during the year ended December 31, 1997 as compared  to  the 
year ended December 31, 1996 by 11%, or $2.31 per barrel, resulting  in 
a  decrease  of  approximately $130,000  in  income  from  net  profits 
interests.  Oil sales represented 45% of total oil and gas sales during 
the  year  ended December 31, 1997 as compared to 49% during  the  year 
ended December 31, 1996.                                                

The  average  price  for  an  mcf of gas received  by  the  Partnership 
increased during the same period by less than one percent, or $.01  per 
mcf,  resulting in an increase of approximately $5,000 in  income  from 
net profits interests.                                                  

The  net total decrease in income from net profits interests due to the 
change  in prices received from oil and gas production is approximately 
$125,000.  The market price for oil and gas has been extremely volatile 
over  the  past  decade  and management expects  a  certain  amount  of 
volatility to continue in the foreseeable future.                       

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2.  Oil  production decreased approximately 6,100 barrels or 11% during the     
year ended December 31, 1997 as compared to the year ended December 31, 
1996, resulting in a decrease of approximately $115,000 in income  from 
net profits interests.                                                  

Gas production decreased approximately 32,500 mcf or 6% during the same 
period, resulting in a decrease of approximately $79,000 in income from 
net profits interests.                                                  

The  total  decrease in income from net profits interests  due  to  the 
change  in production is approximately $194,000.  Decrease is  in  part 
due to normal decline and scaling and downtime.                         

3.  Lease  operating  costs  and  production  taxes  were  4%  higher,   or     
approximately $39,000 more during the year ended December 31,  1997  as 
compared to the year ended December 31, 1996.                           

Costs and Expenses                                                              

Total  costs and expenses increased to $438,803 from $383,304 for the years     
ended  December 31, 1997 and 1996, respectively, an increase of  14%.   The     
increase is primarily the result of higher depletion expense.                   

1.  General and administrative costs consists of independent accounting and     
engineering  fees,  computer services, postage,  and  Managing  General 
Partner  personnel costs.  General and administrative  costs  decreased 
less  than  one  percent or approximately $500 during  the  year  ended 
December 31, 1997 as compared to the year ended December 31, 1996.      

Depletion expense increased to $281,000 for the year ended December  31,  
1997  from  $225,000 for the same period in 1996.  This  represents  an 
increase  of 25%.  Depletion is calculated using the units  of  revenue 
method  of  amortization based on a percentage of current period  gross 
revenues  to  total future gross oil and gas revenues, as estimated  by 
the Partnership's independent petroleum consultants.                    

A  contributing factor to the increase in depletion expense between the 
comparative periods was the decrease in the price of oil and  gas  used 
to determine the Partnership's reserves for January 1, 1998 as compared 
to  1997.   Another  contributing factor  was  due  to  the  impact  of 
revisions  of  previous estimates on reserves.  Revisions  of  previous 
estimates  can be attributed to the changes in production  performance, 
oil  and  gas  price and production costs.  The impact of the  revision 
would  have  increased depletion expense approximately  $52,000  as  of 
December 31, 1996.                                                      

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Results of Operations                                                           

B.  General Comparison of the Years Ended December 31, 1996 and 1995            

The  following  table  provides certain information  regarding  performance     
factors for the years ended December 31, 1996 and 1995:                         

                                          Year ended      Percentage
                                        December 31,      Increase
                                       1996       1995    (Decrease)
                                       ----       ----    ----------
Average price per barrel of oil         $    21.12     16.81       26%          
Average price per mcf of gas            $     2.43      1.82       34%          
Oil production in barrels                   56,200    60,500      (7%)          
Gas production in mcf                      503,600   602,000     (16%)          
Income from net profits interests       $1,312,524 1,024,661       28%          
Partnership distributions               $1,138,887 1,009,341       13%          
Limited partner distributions           $1,025,487   910,141       13%          
Per unit distribution to limited                                                
partners                               $    51.27     45.51       13%         
Number of limited partner units             20,000    20,000                    

Revenues                                                                        

The Partnership's income from net profits interests increased to $1,312,524     
from   $1,024,661  for  the  years  ended  December  31,  1996  and   1995,     
respectively,  an  increase of 28%.  The principal  factors  affecting  the     
comparison of the years ended December 31, 1996 and 1995 are as follows:        

1.  The  average  price  for a barrel of oil received  by  the  Partnership     
increased  during the year ended December 31, 1996 as compared  to  the 
year ended December 31, 1995 by 26%, or $4.31 per barrel, resulting  in 
an  increase  of  approximately $260,800 in  income  from  net  profits 
interests.  Oil sales represented 49% of total oil and gas sales during 
the  year  ended December 31, 1996 as compared to 48% during  the  year 
ended December 31, 1995.                                                

The  average  price  for  an  mcf of gas received  by  the  Partnership 
increased during the same period by 34%, or $.61 per mcf, resulting  in 
an  increase  of  approximately $367,200 in  income  from  net  profits 
interests.                                                              

The  total  increase in income from net profits interests  due  to  the 
change  in prices received from oil and gas production is approximately 
$628,000.  The market price for oil and gas has been extremely volatile 
over  the  past  decade, and management expects  a  certain  amount  of 
volatility to continue in the foreseeable future.                       

2.  Oil  production decreased approximately 4,300 barrels or 7% during  the     
year ended December 31, 1996 as compared to the year ended December 31, 
1995,  resulting in a decrease of approximately $90,800 in income  from 
net profits interests.                                                  

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Gas  production  decreased approximately 98,400 mcf or 16%  during  the 
same  period,  resulting  in  a decrease of approximately  $239,100  in 
income from net profits interests.                                      

The  total  decrease in income from net profits interests  due  to  the 
change  in  production  is  approximately $329,900.   The  decrease  is 
primarily attributable to property sales and two wells temporarily shut-
in by the gas purchaser due to gas line problems.                       

3.  Lease  operating  costs  and  production  taxes  were  1%  higher,   or     
approximately $13,300 more during the year ended December 31,  1996  as 
compared to the year ended December 31, 1995.                           

Costs and Expenses                                                              

Total  costs and expenses decreased to $383,304 from $420,166 for the years     
ended  December  31, 1996 and 1995, respectively, a decrease  of  9%.   The     
decrease  is  the  result of lower general and administrative  expense  and     
depletion expense.                                                              

1.  General and administrative costs consists of independent accounting and     
engineering  fees,  computer services, postage,  and  Managing  General 
Partner personnel costs.  General and administrative costs decreased 2% 
or  approximately  $2,900 during the year ended December  31,  1996  as 
compared to the year ended December 31, 1995.                           

2.  Depletion expense decreased to $225,000 for the year ended December 31,     
1996  from  $259,000 for the same period in 1995.   This  represents  a 
decrease  of 13%.  Depletion is calculated using the units  of  revenue 
method  of  amortization based on a percentage of current period  gross 
revenues  to  total future gross oil and gas revenues, as estimated  by 
the Partnership's independent petroleum consultants.                    

A  contributing factor to the decline in depletion expense between  the 
comparative periods was the increase in the price of oil and  gas  used 
to determine the Partnership's reserves for January 1, 1997 as compared 
to  1996.   Another  contributing factor  was  due  to  the  impact  of 
revisions  of  previous estimates on reserves.  Revisions  of  previous 
estimates  can be attributed to the changes in production  performance, 
oil  and  gas  price and production costs.  The impact of the  revision 
would  have  decreased depletion expense approximately  $32,000  as  of 
December 31, 1995.                                                      

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C.  Revenue and Distribution Comparison                                         

Partnership net income for the years ended December 31, 1997, 1996 and 1995     
was $526,063 in 1997, $934,674 in 1996 and $610,015 in 1995.  Excluding the     
effects  of  depreciation, depletion and amortization, net income  for  the     
years  ended  December 31, 1997, 1996 and 1995 would  have  been  $807,063,     
$1,159,674   and  $869,015,  respectively.   Correspondingly,   Partnership     
distributions  for the years ended December 31, 1997, 1996  and  1995  were     
$929,000,  $1,138,887 and $1,009,341, respectively.  These differences  are     
indicative  of the changes in oil and gas prices, production and properties     
during 1997, 1996 and 1995.                                                     

The  sources  for  the  1997 distributions of $929,000  were  oil  and  gas     
operations  of  approximately  $893,500 and  the  change  in  oil  and  gas     
properties  of approximately $10,800, with the balance from available  cash     
on  hand  at  the  beginning  of the period.   The  sources  for  the  1996     
distributions  of  $1,138,887 were oil and gas operations of  approximately     
$1,061,300  and property sales of approximately $16,400, with  the  balance     
from  available cash on hand at the beginning of the period.   The  sources     
for  the  1995  distributions of 1,009,341 were oil and gas  operations  of     
approximately  $952,300 and property sales of approximately  $42,500,  with     
the balance from available cash on hand at the beginning of the period.         

Total  distributions during the year ended December 31, 1997 were  $929,000     
of  which  $836,100 was distributed to the limited partners and $92,900  to     
the general partners.  The per unit distribution to limited partners during     
the  same  period was $41.81.  Total distributions during  the  year  ended     
December  31,  1996 were $1,138,887 of which $1,025,487 was distributed  to     
the  limited partners and $113,400 to the general partners.  The  per  unit     
distribution to limited partners during the same period was $51.27.   Total     
distributions during the year ended 1995 were $1,009,341 of which  $910,141     
was  distributed  to  the  limited partners  and  $99,200  to  the  general     
partners.   The per unit distribution to limited partners during  the  same     
period was $45.51.                                                              

Since  inception of the Partnership, cumulative monthly cash  distributions     
of  $14,236,498 have been made to the partners.  As of December  31,  1997,     
$12,826,021  or  $641.30 per limited partner unit, has been distributed  to     
the   limited   partners,  representing  a  128%  return  of  the   capital     
contributed.                                                                    

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Liquidity and Capital Resources                                                 

The  primary source of cash is from operations, the receipt of income  from     
net profits interests in oil and gas properties.  The Partnership knows  of     
no material change, nor does it anticipate any such change.                     

The  December  31, 1997 NYMEX oil price of $17.64 dropped to $14.32  as  of     
March 18, 1998.  The price decline in the first quarter of 1998 could cause     
a material write down in oil and gas properties and a possible reduction in     
future distributions to investors.                                              

Cash flows provided by operating activities were approximately $893,500  in     
1997  compared  to  approximately  $1,061,300  in  1996  and  approximately     
$952,300  in 1995.  The primary source of the 1997 cash flow from operating     
activities was profitable operations.                                           

Cash  flows provided by investing activities were approximately $10,800  in     
1997 compared to approximately $16,400 in 1996 and approximately $42,500 in     
1995.   The  primary source of the 1997 cash flow from investing activities     
was the sale of oil and gas properties.                                         

Cash flows used in financing activities were approximately $929,000 in 1997     
compared  to approximately $1,139,200 in 1996 and approximately  $1,009,100     
in  1995.   The  only use in financing activities was the distributions  to     
partners.                                                                       

As  of  December  31, 1997, the Partnership had approximately  $312,300  in     
working  capital.   The  Managing  General  Partner  knows  of  no  unusual     
contractual commitments and believes the revenue generated from  operations     
are adequate to meet the needs of the Partnership.                              

Information Systems for the Year 2000                                           

The  Managing  General Partner provides all data processing  needs  of  the     
Partnership.   The Managing General Partner has reviewed and evaluated  its     
information  systems  to determine if its systems accurately  process  data     
referencing   the   year   2000.   Primarily  all   necessary   programming     
modifications  to  correct year 2000 referencing in  the  Managing  General     
Partners  internal accounting and operating systems have been made to-date.     
However  the  Managing General Partner has not completed its evaluation  of     
its vendors and suppliers systems to determine the effect, if any, the non-     
compliance  of  such systems would have on the operation  of  the  Managing     
General Partnership or the operations of the Partnership.                       

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Item 8.   Financial Statements and Supplementary Data                           

Index to Financial Statements       

                                                                  Page

Independent Auditors Reports                                            20      

Balance Sheets                                                          22      

Statements of Operations                                                23      

Statement of Changes in Partners' Equity                                24      

Statements of Cash Flows                                                25      

Notes to Financial Statements                                           27      

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INDEPENDENT AUDITORS REPORT     

The Partners                                                                    
Southwest Royalties, Inc. Income Fund VI                                        
(A Tennessee Limited Partnership):                                              

We have audited the accompanying balance sheet of Southwest Royalties, Inc.     
Income Fund VI (the "Partnership") as of December 31, 1997, and the related     
statement of operations, changes in partners' equity and cash flows for the     
year then ended.  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 audit.                                  

We  conducted  our  audit  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 management, as well as  evaluating     
the  overall financial statement presentation.  We believe that  our  audit     
provides reasonable basis for our opinion.                                      

In  our opinion, the financial statements referred to above present fairly,     
in  all  material respects, the financial position of Southwest  Royalties,     
Inc.  Income  Fund  VI  as  of December 31, 1997 and  the  results  of  its     
operations  and  its cash flows for the year then ended in conformity  with     
generally accepted accounting principles.                                       

KPMG Peat Marwick LLP           

Midland, Texas                                                                  
March 18, 1998                                                                  

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REPORT OF INDEPENDENT ACCOUNTANTS       

To the Partners                                                                 
Southwest Royalties, Inc.                                                       
Income Fund VI                                                                
Midland, Texas                                                                  

We have audited the accompanying balance sheet of Southwest Royalties, Inc.     
Income  Fund  VI  as  of December 31, 1996, and the related  statements  of     
operations, changes in partners' equity and cash flows for the years  ended     
December   31,  1996  and  1995.   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 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 Southwest  Royalties,     
Inc.  Income  Fund  VI  as of December 31, 1996, and  the  results  of  its     
operations  and its cash flows for the years ended December  31,  1996  and     
1995, in conformity with generally accepted accounting principles.              

JOSEPH DECOSIMO AND COMPANY     
                      A   Tennessee   Registered   Limited   Liability
Partnership                                                                     

Chattanooga, Tennessee                                                          
March 14, 1997                                                                  

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       
Balance Sheets      
December 31, 1997 and 1996      

                                              1997          1996
                                              ----          ----
Assets                                                                      

Current assets:                                                                 
Cash and cash equivalents                   $        40,719       65,438      
Receivable from Managing General Partner            251,738      338,190      
Other receivable                                     20,000            -      

---------                                    ---------                          
                                            Total    current    assets
312,457                                      403,628                            

---------                                    ---------                          
Oil and gas properties - using the full-                                        
cost method of accounting                         8,505,071    8,535,904      
Less accumulated depreciation,                                              
                                          depletion  and  amortization
6,176,000                                    5,895,000                          

---------                                    ---------                          
                                         Net  oil  and gas  properties
2,329,071                                    2,640,904                          

---------                                    ---------                          
                                                                     $
2,641,528                                    3,044,532                          

=========                                    =========                          
Liabilities and Partners' Equity                                            

Current liability - Distribution payable     $           203          270       

---------                                    ---------                          
Partners' equity:                                                               
General partners                                  (592,733)    (552,440)      
Limited partners                                  3,234,058    3,596,702      

---------                                    ---------                          
                                           Total    partners'   equity
2,641,325                                    3,044,262                          

---------                                    ---------                          
                                                                     $
2,641,528                                    3,044,532                          

=========                                    =========                          

The accompanying notes are an integral      
part of these financial statements.       

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       
Statements of Operations      
Years ended December 31, 1997, 1996 and 1995      

                                                       1997       1996
1995                                                                            
                                                       ----       ----
----                                                                            
Revenues                                                                    

Income from net profits interests         $    955,069 1,312,5241,024,661       
Interest                                         9,797     5,454    5,520       
                                                               -------
---------                                 ---------                             
                                                               964,866
1,317,978                                 1,030,181                             
                                                               -------
---------                                 ---------                             
Expenses                                                                    

General and administrative                     157,803   158,304  161,166       
Depreciation, depletion and amortization       281,000   225,000  259,000       
                                                               -------
---------                                 ---------                             
                                                               438,803
383,304                                   420,166                               
                                                               -------
---------                                 ---------                             
Net income                                $    526,063   934,674  610,015       
                                                               =======
=========                                 =========                             
Net income allocated to:                                                        

Managing General Partner                 $     47,346    84,121   54,901      
                                                               =======
=========                                 =========                             
General partner                          $      5,261     9,347    6,100      
                                                               =======
=========                                 =========                             
Limited partners                         $    473,456   841,206  549,014      
                                                               =======
=========                                 =========                             
Per limited partner unit                $      23.67     42.06    27.45     
                                                               =======
=========                                 =========                             

The accompanying notes are an integral      
part of these financial statements.       

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       
Statement of Changes in Partners' Equity      
Years ended December 31, 1997, 1996 and 1995      

                          General    Limited
                                    Partners   Partners    Total
                                    --------   --------    -----

Balance at December 31, 1994            $ (494,309)   4,142,110 3,647,801       

Net income                                  61,001     549,014   610,015      

Distributions                             (99,200)   (910,141)(1,009,341)     
                                                              --------
----------                              ----------                              
Balance at December 31, 1995              (532,508)   3,780,983 3,248,475       

Net income                                  93,468     841,206   934,674      

Distributions                            (113,400) (1,025,487)(1,138,887)     
                                                              --------
----------                              ----------                              
Balance at December 31, 1996              (552,440)   3,596,702 3,044,262       

Net income                                  52,607     473,456   526,063      

Distributions                             (92,900)   (836,100) (929,000)      
                                                              --------
----------                              ----------                              
Balance at December 31, 1997            $ (592,733)   3,234,058 2,641,325       
                                                              ========
==========                              ==========                              

The accompanying notes are an integral      
part of these financial statements.       

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       
Statements of Cash Flows      
Years ended December 31, 1997, 1996 and 1995      

                                                       1997       1996
1995                                                                            
                                                       ----       ----
----                                                                            
Cash flows from operating activities:                                           

Cash received from net profits interests $  1,041,521 1,213,9801,108,756      
Cash paid to Managing General Partner                                         
for administrative fees and general                                         
                                       and   administrative   overhead
(157,803)                                 (158,182)(161,988)                    
Interest received                               9,797     5,454    5,520      
                                                             ---------
----------                                ---------                             
Net  cash provided by operating activities              893,5151,061,252  
952,288                                                                         
                                                             ---------
----------                                ---------                             
Cash provided by investing activities:                                          

Cash received from sale of oil and gas                                        
properties                                    10,833    16,397   42,477     
                                                             ---------
----------                                ---------                             
Cash used in financing activities:                                              

Distributions  to partners                   (929,067)(1,139,152)(1,009,1   
26)                                                                             
                                                             ---------
----------                                ---------                             

Net decrease in cash and cash equivalents     (24,719)  (61,503) (14,361)       

Beginning of year                              65,438   126,941  141,302      
                                                             ---------
----------                                ---------                             
End of year                              $     40,719    65,438  126,941      
                                                             =========
==========                                =========                             

(continued)                                                                     

The accompanying notes are an integral      
part of these financial statements.       

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       
Statements of Cash Flows, continued       
Years ended December 31, 1997, 1996 and 1995      

                                                        1997      1996
1995                                                                            
                                                        ----      ----
----                                                                            
Reconciliation of net income to net cash                                        
provided by operating activities:                                             

Net income                                $    526,063   934,674  610,015       

Adjustments to reconcile net income to net                                      
cash provided by operating activities:                                        

Depreciation, depletion and amortization               281,000   225,000  
259,000                                                                         
(Increase) decrease in receivables            86,452  (98,422)   83,973     
Increase (decrease) in payables                    -         -    (700)     
                                                               -------
---------                                 -------                               
Net cash provided by operating activities $    893,515 1,061,252  952,288       
                                                               =======
=========                                 =======                               

Supplemental schedule of noncash investing                                      
and financing activities:                                                   

Sale of oil and gas property included in                                    
receivable from Managing General Partner         $    20,000         -
-                                                                               
                                                      ================
=======                                                                         

The accompanying notes are an integral      
part of these financial statements.       

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       

Notes to Financial Statements       

1.  Organization                                                                
     Southwest Royalties, Inc. Income Fund VI was organized under  the
laws of the state of Tennessee on December 4, 1986, for the purpose  of 
acquiring  producing oil and gas properties and to produce  and  market 
crude  oil and natural gas produced from such properties for a term  of 
50  years, unless terminated at an earlier date as provided for in  the 
Partnership  Agreement.   The  Partnership  sells  its  oil   and   gas 
production to a variety of purchasers with the prices it receives being 
dependent  upon  the  oil and gas economy.  Southwest  Royalties,  Inc. 
serves  as the Managing General Partner and H. H. Wommack, III, as  the 
individual general partner.  Revenues, costs and expenses are allocated 
as follows:                                                             

                                              Limited      General
                                               Partners     Partners
                                               --------     --------
Interest income on capital contributions         100%           -       
Oil and gas sales                                 90%          10%      
All other revenues                                90%          10%      
Organization and offering costs (1)              100%           -       
Amortization of organization costs               100%           -       
Property acquisition costs                       100%           -       
Gain/loss on property disposition                 90%          10%      
Operating and administrative costs (2)            90%          10%      
Depreciation, depletion and amortization                                
of oil and gas properties                        90%          10%     
All other costs                                   90%          10%      

    (1)All  organization  costs in excess of  3%  of  initial  capital
    contributions  will  be paid by the Managing General  Partner  and
    will  be treated as a capital contribution.  The Partnership  paid
    the  Managing  General Partner an amount equal to  3%  of  initial
capital contributions for such organization costs.            

    (2)Administrative  costs in any year which exceed  2%  of  capital
    contributions  shall be paid by the Managing General  Partner  and
will be treated as a capital contribution.                    

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       

Notes to Financial Statements       

2.  Summary of Significant Accounting Policies                                  

Oil and Gas Properties                                                  
Oil  and  gas properties are accounted for at cost under the  full-cost 
method.   Under  this  method, all productive and  nonproductive  costs 
incurred   in   connection  with  the  acquisition,   exploration   and 
development of oil and gas reserves are capitalized.  Gain or  loss  on 
the sale of oil and gas properties is not recognized unless significant 
oil and gas reserves are involved.                                      

The  Partnership's policy for depreciation, depletion and  amortization 
of  oil  and  gas  properties is computed under the  units  of  revenue 
method.  Under the units of revenue method, depreciation, depletion and 
amortization  is computed on the basis of current gross  revenues  from 
production  in  relation  to future gross revenues,  based  on  current 
prices, from estimated production of proved oil and gas reserves.       

Under  the  units  of  revenue  method, the  Partnership  computes  the 
provision  by  multiplying the total unamortized cost of  oil  and  gas 
properties  by an overall rate determined by dividing (a) oil  and  gas 
revenues  during the period by (b) the total future gross oil  and  gas 
revenues  as  estimated  by  the  Partnership's  independent  petroleum 
consultants.   It  is  reasonably  possible  that  those  estimates  of 
anticipated  future  gross revenues, the remaining  estimated  economic 
life of the product, or both could be changed significantly in the near 
term  due  to  the  potential fluctuation of  oil  and  gas  prices  or 
production.   The  depletion estimate would also be  affected  by  this 
change.                                                                 

Should the net capitalized costs exceed the estimated present value  of 
oil  and  gas reserves, discounted at 10%, such excess costs  would  be 
charged  to current expense.  As of December 31, 1997, 1996  and  1995, 
the net capitalized costs did not exceed the estimated present value of 
oil and gas reserves.                                                   

The  Partnership's interest in oil and gas properties consists  of  net 
profits  interests in proved properties located within the  continental 
United States.  A net profits interest is created when the owner  of  a 
working  interest  in  a property enters into an arrangement  providing 
that the net profits interest owner will receive a stated percentage of 
the  net profit from the property.  The net profits interest owner will 
not  otherwise  participate in additional costs  and  expenses  of  the 
property.                                                               

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       

Notes to Financial Statements       

2.  Summary of Significant Accounting Policies - continued                      

Estimates and Uncertainties                                             
The  preparation of financial statements in conformity  with  generally 
accepted  accounting principles requires management to  make  estimates 
and  assumptions  that  affect  the  reported  amounts  of  assets  and 
liabilities and disclosure of contingent assets and liabilities at  the 
date  of  the financial statements and the reported amounts of revenues 
and  expenses during the reporting period.  Actual results could differ 
from those estimates.                                                   

Syndication Costs                                             
     Syndication costs are accounted for as a reduction of partnership
equity.                                                                 

Environmental Costs                                                     
The  Partnership  is  subject to extensive  federal,  state  and  local 
environmental  laws and regulations.  These laws, which are  constantly 
changing, regulate the discharge of materials into the environment  and 
may  require  the  Partnership to remove or mitigate the  environmental 
effects  of the disposal or release of petroleum or chemical substances 
at   various   sites.   Environmental  expenditures  are  expensed   or 
capitalized  depending on their future economic benefit.   Costs  which 
improve a property as compared with the condition of the property  when 
originally  constructed  or  acquired and costs  which  prevent  future 
environmental contamination are capitalized.  Expenditures that  relate 
to  an  existing condition caused by past operations and that  have  no 
future economic benefits are expensed.  Liabilities for expenditures of 
a  non-capital nature are recorded when environmental assessment and/or 
remediation is probable, and the costs can be reasonably estimated.     

Gas Balancing                                                           
The  Partnership  utilizes  the sales method  of  accounting  for  gas- 
balancing  arrangements.  Under this method the Partnership  recognizes 
sales revenue on all gas sold.  As of December 31, 1997, 1996 and 1995, 
the Partnership was under produced by 16,527, 16,728 and 17,104 mcf  of 
gas, respectively.                                                      

Income Taxes                                                            
No   provision  for  income  taxes  is  reflected  in  these  financial 
statements, since the tax effects of the Partnership's income  or  loss 
are passed through to the individual partners.                          

In   accordance  with  the  requirements  of  Statement  of   Financial 
Accounting  Standards  No.  109, "Accounting  for  Income  Taxes",  the 
Partnership's tax basis in its net oil and gas properties  at  December 
31,  1997  and 1996 is $938,887 and $918,466, respectively,  less  than 
that  shown  on  the  accompanying Balance Sheets  in  accordance  with 
generally accepted accounting principles.                               

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       

Notes to Financial Statements       

2.  Summary of Significant Accounting Policies - continued                      

Cash and Cash Equivalents                                               
For purposes of the statements of cash flows, the Partnership considers 
all  highly liquid debt instruments purchased with a maturity of  three 
months  or less to be cash equivalents.  The Partnership maintains  its 
cash at one financial institution.                                      

Number of Limited Partner Units                                         
As  of  December  31,  1997, 1996 and 1995, there were  20,000  limited 
partner units outstanding held by 876 partners.                         

Concentrations of Credit Risk                                           
The  Partnership  is subject to credit risk through trade  receivables. 
Although  a  substantial  portion of its debtors'  ability  to  pay  is 
dependent  upon the oil and gas industry, credit risk is minimized  due 
to a large customer base.  All partnership revenues are received by the 
Managing  General Partner and subsequently remitted to the  partnership 
and  all  expenses  are  paid  by  the  Managing  General  Partner  and 
subsequently reimbursed by the partnership.                             

Fair Value of Financial Instruments                                     
The  carrying amount of cash and accounts receivable approximates  fair 
value due to the short maturity of these instruments.                   

Recent Accounting Pronouncements                                        
In  June  1997, the FASB issued "Reporting Comprehensive Income,"  SFAS 
No.  130,  which  establishes standards for reporting  and  display  of 
comprehensive  income  and its components in a  full  set  of  general- 
purpose  financial statements.  Specifically, this statements  requires 
that an enterprise (i) classify items of other comprehensive income  by 
their  nature in a financial statement and (ii) display the accumulated 
balance of other comprehensive income separately from retained earnings 
and additional paid-in capital in the equity section of a statement  of 
financial  position.   This  statement is effective  for  fiscal  years 
beginning   after  December  15,  1997.   The  Partnership  anticipates 
adoption  of SFAS No. 130 in its year ended December 31, 1998 financial 
statements.                                                             

Comprehensive  income consists of the change in equity  of  a  business 
enterprise  during  a  period from transactions and  other  events  and 
circumstances from nonowner sources.  Specifically, this  includes  net 
income  and  other comprehensive income, which is made  up  of  certain 
changes  in assets and liabilities that are not reported in a statement 
of  operations  but  are  included in the balances  within  a  separate 
component of equity in a statement of financial position.  Such changes 
include,  but  are  not  limited to, unrealized  gains  for  marketable 
securities   and   futures  contracts,  foreign  currency   translation 
adjustments and minimum pension liability adjustments.                  

Net Income (loss) per limited partnership unit                          
The  net  income (loss) per limited partnership unit is  calculated  by 
using the number of outstanding limited partnership units.              

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       

Notes to Financial Statements       

3.  Commitments and Contingent Liabilities                                      
After  completion  of  the  Partnership's first  full  fiscal  year  of 
operations  and each year thereafter, the Managing General Partner  has 
offered  and will continue to offer to purchase each limited  partner's 
interest in the Partnership, at a price based on tangible assets of the 
Partnership,  plus  the  present value of the future  net  revenues  of 
proved  oil  and gas properties, minus liabilities with a  risk  factor 
discount  of  up  to  one-third which may be implemented  at  the  sole 
discretion  of  the  Managing General Partner.  However,  the  Managing 
General  Partner's  obligation to purchase  limited  partner  units  is 
limited  to  an expenditure of an amount not in excess of  10%  of  the 
total  limited  partner  units  initially  subscribed  for  by  limited 
partners.                                                               

The  Partnership  is  subject  to  various  federal,  state  and  local 
environmental  laws  and  regulations  which  establish  standards  and 
requirements for protection of the environment.  The Partnership cannot 
predict the future impact of such standards and requirements, which are 
subject  to  change  and  can  have  retroactive  effectiveness.    The 
Partnership  continues  to  monitor  the  status  of  these  laws   and 
regulations.                                                            

As  of December 31, 1997, the Partnership has not been fined, cited  or 
notified of any environmental violations and management is not aware of 
any  unasserted  violations which would have a material adverse  effect 
upon capital expenditures, earnings or the competitive position in  the 
oil  and  gas  industry.  However, the Managing  General  Partner  does 
recognize by the very nature of its business, material costs  could  be 
incurred  in  the  near  term  to  bring  the  Partnership  into  total 
compliance.  The amount of such future expenditures is not determinable 
due  to  several factors, including the unknown magnitude  of  possible 
contaminations, the unknown timing and extent of the corrective actions 
which may be required, the determination of the Partnership's liability 
in proportion to other responsible parties and the extent to which such 
expenditures  are  recoverable from insurance or indemnifications  from 
prior owners of the Partnership's properties.                           

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       

Notes to Financial Statements       

4.  Related Party Transactions                                                  
A  significant  portion  of the oil and gas  properties  in  which  the 
Partnership  has  an  interest are operated by and purchased  from  the 
Managing  General Partner.  As is usual in the industry and as provided 
for in the operating agreement for each respective oil and gas property 
in  which  the  Partnership has an interest, the operator  is  paid  an 
amount  for  administrative  overhead attributable  to  operating  such 
properties, with such amounts to Southwest Royalties, Inc. as  operator 
approximating  $125,000, $132,000 and $116,000,  for  the  years  ended 
December  31,  1997,  1996 and 1995, respectively.   In  addition,  the 
Managing General Partner and certain officers and employees may have an 
interest  in  some  of  the properties in which  the  Partnership  also 
participates.                                                           

Certain  subsidiaries  or  affiliates of the Managing  General  Partner 
perform   various  oilfield  services  for  properties  in  which   the 
Partnership  owns an interest.  Such services aggregated  approximately 
$4,000,  $18,000  and $25,000, for the years ended December  31,  1997, 
1996  and 1995, respectively, and the Managing General Partner believes 
that  these  costs  are  comparable to  similar  charges  paid  by  the 
Partnership to unrelated third parties.                                 

Southwest  Royalties,  Inc., the Managing  General  Partner,  was  paid 
$144,000  during  1997,  1996 and 1995, as an  administrative  fee  for 
indirect general and administrative overhead expenses.                  

Receivables  from  Southwest  Royalties,  Inc.,  the  Managing  General 
Partner,  of approximately $251,738 and $338,190 are from oil  and  gas 
production,  net of lease operating costs and production taxes,  as  of 
December 31, 1997 and 1996, respectively.                               

In  addition, a director and officer of the Managing General Partner is 
a partner in a law firm, with such firm providing legal services to the 
Partnership  approximating $1,300, $1,300 and  $1,000,  for  the  years 
ended December 31, 1997, 1996 and 1995, respectively.                   

5.  Major Customers                                                             
No  material  portion of the Partnership's business is dependent  on  a 
single purchaser, or a very few purchasers, where the loss of one would 
have  a  material  adverse impact on the Partnership.  Five  purchasers 
accounted  for  67% of the Partnership's total oil and  gas  production 
during 1997:  Nustar Joint Venture  17%, Torch Operating Company   16%, 
Scurlock Permian Corporation 13%, Aquila Southwest Pipeline Corporation 
11% and Enron Oil and Transportation Incorporated 10%.  Four purchasers 
accounted  for  63% of the Partnership's total oil and  gas  production 
during 1996:  Torch Operating Company 28%, Scurlock Permian Corporation 
14%,  Aquila  Southwest  Pipeline Corporation 11%  and  Enron  Oil  and 
Transportation  Inc  10%.  Four purchasers accounted  for  62%  of  the 
Partnership's  total oil and gas production during 1995:  Nustar  Joint 
Venture,  Aquila Southwest Pipeline, Scurlock Permian Corp.  and  Enron 
Oil  and  Transportation purchased 27%, 14%, 11% and 10%, respectively. 
All  purchasers  of  the  Partnership's  oil  and  gas  production  are 
unrelated third parties.  In the event any of these purchasers were  to 
discontinue  purchasing  the  Partnership's  production,  the  Managing 
General  Partner  believes that a substitute  purchaser  or  purchasers 
could be located without undue delay.  No other purchaser accounted for 
an  amount equal to or greater than 10% of the Partnership's  sales  of 
oil and gas production.                                                 

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       

Notes to Financial Statements       

6.  Estimated Oil and Gas Reserves (unaudited)                                  
The  Partnership's  interest  in proved oil  and  gas  reserves  is  as 
follows:                                                                

                                                              Oil (bbls)
Gas (mcf)                                                                       
                                                              ----------
---------                                                                       
Proved developed and undeveloped reserves -                             

January 1, 1995                                634,000       5,190,000  

Revisions of previous estimates               73,000         875,000
Production                                  (60,000)       (602,000)
Sale of minerals in place                    (1,000)        (62,000)
                                             -------       ---------
December 31, 1995                              646,000       5,401,000  

Revisions of previous estimates               87,000         933,000
Production                                  (56,000)       (504,000)
Sale of minerals in place                          -        (55,000)
                                             -------       ---------
December 31, 1996                              677,000       5,775,000  

Revisions of previous estimates            (106,000)     (1,452,000)
Production                                  (50,000)       (471,000)
Sale of minerals in place                   (11,000)               -
                                             -------       ---------
December 31, 1997                              510,000       3,852,000  
                                             =======       =========

Proved developed reserves -                                             

December 31, 1995                              559,000       5,141,000  
                                             =======       =========
December 31, 1996                              590,000       5,516,000  
                                             =======       =========
December 31, 1997                              428,000       3,544,000  
                                             =======       =========

All  of  the  Partnership's reserves are located within the continental 
United States.                                                          

*The  reserve estimates were prepared as of January 1, 1998, by  Donald 
R.  Creamer,  P.E., an independent registered petroleum engineer.   The 
reserve  estimates were made in accordance with guidelines  established 
by  the Securities and Exchange Commission pursuant to Rule 4-10(a)  of 
Regulation S-X.  Such guidelines require oil and gas reserve reports be 
prepared  under  existing  economic and operating  conditions  with  no 
provisions   for  price  and  cost  escalation  except  by  contractual 
arrangements.                                                           

The  New York Mercantile Exchange price at December 31, 1997 of  $17.64 
was  used  as  the  beginning  basis for  the  oil  price.   Oil  price 
adjustments  from  $17.64  per  barrel  were  made  in  the  individual 
evaluations to reflect oil quality, gathering and transportation costs. 
The  results are an average price received at the lease of  $16.24  per 
barrel in the preparation of the reserve report as of January 1, 1998.  

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       

Notes to Financial Statements       

6.  Estimated Oil and Gas Reserves (unaudited) - continued                      
In the determination of the gas price, the New York Mercantile Exchange 
price  at  December 31, 1997 of $2.26 was used as the beginning  basis. 
Gas  price  adjustments from $2.26 per Mcf were made in the  individual 
evaluations to reflect BTU content, gathering and transportation  costs 
and  gas  processing and shrinkage.  The results are an  average  price 
received  at  the  lease  of $2.35 per Mcf in the  preparation  of  the 
reserve report as of January 1, 1998.                                   

The  evaluation of oil and gas properties is not an exact  science  and 
inevitably  involves a significant degree of uncertainty,  particularly 
with  respect to the quantity of oil or gas that any given property  is 
capable  of producing.  Estimates of oil and gas reserves are based  on 
available  geological and engineering data, the extent and  quality  of 
which may vary in each case and, in certain instances, may prove to  be 
inaccurate.  Consequently, properties may be depleted more rapidly than 
the geological and engineering data have indicated.                     

Unanticipated  depletion, if it occurs, will result in  lower  reserves 
than  previously  estimated; thus an ultimately lower  return  for  the 
Partnership.   Basic changes in past reserve estimates occur  annually. 
As  new data is gathered during the subsequent year, the engineer  must 
revise  his  earlier  estimates.  A year of new information,  which  is 
pertinent to the estimation of future recoverable volumes, is available 
during  the subsequent year evaluation.  In applying industry standards 
and  procedures,  the new data may cause the previous estimates  to  be 
revised.   This revision may increase or decrease the earlier estimated 
volumes.   Pertinent information gathered during the year  may  include 
actual  production  and  decline rates, production  from  offset  wells 
drilled  to  the same geologic formation, increased or decreased  water 
production,  workovers,  and changes in lifting  costs,  among  others. 
Accordingly, reserve estimates are often different from the  quantities 
of oil and gas that are ultimately recovered.                           

The  Partnership has reserves which are classified as proved  developed 
producing, proved developed non-producing and proved undeveloped.   All 
of  the  proved reserves are included in the engineering reports  which 
evaluate the Partnership's present reserves.                            

Because  the  Partnership does not engage in drilling  activities,  the 
development  of  proved undeveloped reserves is conducted  pursuant  to 
farmout  arrangements  with the Managing General Partner  or  unrelated 
third  parties.  Generally, the Partnership retains a carried  interest 
such as an overriding royalty interest under the terms of a farmout, or 
receives cash.                                                          

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Southwest Royalties, Inc. Income Fund VI      
(a Tennessee limited partnership)       

Notes to Financial Statements       

6.  Estimated Oil & Gas Reserves (unaudited) - continued                        
The  standardized measure of discounted future net cash flows  relating 
to  proved oil and gas reserves at December 31, 1997, 1996 and 1995  is 
presented below:                                                        

                                      1997       1996         1995
                                      ----       ----         ----

Future cash inflows, net of                                           
                          production and development
costs                             $  9,969,000 24,773,000 14,304,000
10% annual discount for                                               
                        estimated timing of cash
flows                                3,406,000 10,585,000  5,426,000
                                     --------- ---------- ----------
Standardized measure of                                               
                          discounted future net cash
flows                             $  6,563,000 14,188,000  8,878,000
                                     ========= ========== ==========

The  principal  sources  of  change in  the  standardized  measure  of
discounted  future  net cash flows for the years  ended  December  31,
1997, 1996 and 1995 are as follows:                                   

                                      1997        1996        1995
                                      ----        ----        ----

Sales of oil and gas produced,                                        
                                  net of production costs $  (955,000)
(2,279,000)                           (1,679,000)                               
Changes in prices and production                                      
 costs                            (7,159,000)   6,157,000  1,644,000
Changes of production rates                                           
 (timing) and others                1,053,000     432,000  (532,000)
Sales of minerals in place            (15,000)    (31,000)   (40,000) 
Revisions of previous                                                 
                                  quantities estimates     (1,968,000)
(220,000)                             1,130,000                                 
Accretion of discount                1,419,000   1,251,000    761,000 
Discounted future net                                                 
        cash flows -
Beginning of year                  14,188,000   8,878,000  7,594,000
                                   ----------  ---------- ----------
End of year                     $   6,563,000  14,188,000  8,878,000
                                   ==========  ========== ==========

Future  net cash flows were computed using year-end prices  and  costs
that  related  to existing proved oil and gas reserves  in  which  the
Partnership has mineral interests.                                    

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Item 9.   Changes  in and Disagreements With Accountants on Accounting  and     
Financial Disclosure                                        

On  June  9,  1997  Southwest  Royalties, Inc. the  Partnership's  Managing     
General  Partner (Southwest Royalties, Inc.) dismissed Joseph Decosimo  and     
Company as the Partnership's independent accountants.  The Managing General     
Partner's   Board  of  Directors  approved  the  decision  to  change   the     
Partnership's independent accountants.                                          

The  reports of Joseph Decosimo and Company on the financial statements for     
the  past  two  fiscal years contained no adverse opinion or disclaimer  of     
opinion  and were not qualified or modified as to uncertainty, audit  scope     
or accounting principle.                                                        

In  connection  with its audits for the two most recent  fiscal  years  and     
through June 9, 1997, there have been no disagreements with Joseph Decosimo     
and  Company on any matter of accounting principles or practices, financial     
statements  disclosure, or auditing scope or procedure, which disagreements     
if  not  resolved to the satisfaction of Joseph Decosimo and Company  would     
have caused them to make reference thereto in their report on the financial     
statements for such years.                                                      

The  Registrant has requested that Joseph Decosimo and Company  furnish  it     
with  a  letter addressed to the SEC stating whether or not is agrees  with     
the  above statements.  A copy of that letter is included as Exhibit 16 and     
has been filed with the Securities and Exchange Commission.                     

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Part III      

Item 10.  Directors and Executive Officers of the Registrant                    

Management of the Partnership is provided by Southwest Royalties, Inc.,  as     
Managing  General Partner.  The names, ages, offices, positions and  length     
of  service of the directors and executive officers of Southwest Royalties,     
Inc. are set forth below.  Each director and executive officer serves for a     
term  of  one year.  The present directors of the Managing General  Partner     
have served in their capacity since the Company's formation in 1983.            

Name                   Age                       Position             
--------------------        ---         -----------------------------------     
-------                                                                         
H. H. Wommack, III                      42     Chairman   of   the   Board,     
          President,
                                  Chief Executive Officer, Treasurer
            and Director

H. Allen Corey              43          Secretary and Director                  

Bill E. Coggin                          44     Vice  President  and   Chief     
                 Financial Officer

Phillip F. Hock, Jr.                    54   Vice President, Exploration        

Jon P. Tate                             40     Vice  President,  Land   and     
                   Assistant Secretary

Joel D. Talley              36          Vice President, Acquisitions and        
                    Exploitation Manager

R. Douglas Keathley         42          Vice President, Operations              

J. Steven Person            39          Vice President, Marketing               

H.  H.  Wommack, III, is Chairman of the Board, President, Chief  Executive     
Officer,  Treasurer, principal stockholder and a director of  the  Managing     
General  Partner,  and  has  served as its President  since  the  Company's     
organization  in August, 1983.  Prior to the formation of the Company,  Mr.     
Wommack  was  a  self-employed  independent oil  producer  engaged  in  the     
purchase  and sale of royalty and working interests in oil and gas  leases,     
and  the drilling of exploratory and developmental oil and gas wells.   Mr.     
Wommack  holds  a J.D. degree from the University of Texas  from  which  he     
graduated  in  1980, and a B.A. from the University of  North  Carolina  in     
1977.                                                                           

H.  Allen  Corey, a founder of the Managing General Partner, has served  as     
the   Managing  General  Partner's  secretary  and  a  director  since  its     
inception.   Mr. Corey is President of Trolley Barn Brewery, Inc.,  a  brew     
pub restaurant chain based in the Southeast.  Prior to his involvement with     
Trolley Barn, Mr. Corey was a partner at the law firm of Miller & Martin in     
Chattanooga,  Tennessee.  He is currently of counsel to  the  law  firm  of     
Baker,  Donelson,  Bearman  & Caldwell, with the  offices  in  Chattanooga,     
Tennessee.  Mr. Corey received a J.D. degree from the Vanderbilt University     
Law  School and B.A. degree from the University of North Carolina at Chapel     
Hill.                                                                           

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Bill  E. Coggin, Vice President and Chief Financial Officer, has been  with     
the Managing General Partner since 1985.  Mr. Coggin was Controller for Rod     
Ric  Corporation of Midland, Texas, an oil and gas drilling company, during     
the latter part of 1984.  He was Controller for C.F. Lawrence & Associates,     
Inc., an independent oil and gas operator also of Midland, Texas during the     
early  part of 1984.  Mr. Coggin taught public school for four years  prior     
to his business experience.  Mr. Coggin received a B.S. in Education and  a     
B.B.A. in Accounting from Angelo State University.                              

Phillip   F.   Hock,   Jr.,  Vice  President,  Exploration,   assumed   his     
responsibilities  with  the  Managing General Partner  as  a  geologist  in     
November 1993.  Prior to joining the Managing General Partner, Mr. Hock was     
employed four (4) years by Ramco Oil and Gas as Exploitation Manager (1989-     
1993),  Robinson  Brothers Drilling Company as Exploration  Manager  (1980-     
1984),  and  as  petroleum  geologist by several companies  throughout  his     
career,  Magic Circle Oil and Gas (1988-1989), Reading and Bates  Petroleum     
Company (1984-1988), and Exxon (1971-1980).  Mr. Hock received a B.  S.  in     
Geology  from  Morehead State University and a M. S. in  Geology  form  the     
University of New Mexico.                                                       

Jon  P.  Tate,  Vice President, Land and Assistant Secretary,  assumed  his     
responsibilities  with  the Managing General Partner  in  1989.   Prior  to     
joining  the  Managing  General Partner, Mr.  Tate  was  employed  by  C.F.     
Lawrence  & Associates, Inc., an independent oil and gas company,  as  Land     
Manager from 1981 through 1989.  Mr. Tate is a member of the Permian  Basin     
Landman's  Association and received his B.B.S. degree  from  Hardin-Simmons     
University.                                                                     

Joel  D.  Talley,  Vice  President, Acquisitions and Exploitation  Manager,     
assumed his responsibilities with the Managing General Partner on July  15,     
1996.   Prior  to  joining  the Managing General Partner,  Mr.  Talley  was     
employed for four (4) years by Merit Energy Company as Acquisitions Manager     
and  then as Region Manager over West Texas, New Mexico and Wyoming  (1992-     
1996)  and eight (8) years by ARCO Oil & Gas Company in various engineering     
positions   (1984-1992).   Mr.  Talley  received  his  B.S.  in  Mechanical     
Engineering in 1984 from Texas A&M University.                                  

R.    Douglas   Keathley,   Vice   President,   Operations,   assumed   his     
responsibilities with the Managing General Partner as a Production Engineer     
in  October,  1992.   Prior to joining the Managing  General  Partner,  Mr.     
Keathley  was  employed for four (4) years by ARCO Oil  &  Gas  Company  as     
senior  drilling  engineer working in all phases of well production  (1988-     
1992),  eight  (8)  years by Reading & Bates Petroleum  Company  as  senior     
petroleum  engineer responsible for drilling (1980-1988) and two (2)  years     
by  Tenneco Oil Company as drilling engineer responsible for all phases  of     
drilling   (1978-1980).   Mr.  Keathley  received  his  B.S.  in  Petroleum     
Engineering in 1977 from the University of Oklahoma.                            

J.  Steven  Person, Vice President, Marketing, assumed his responsibilities     
with  the Managing General Partner as National Marketing Director in  1989.     
Prior  to joining the Managing General Partner, Mr. Person served  as  Vice     
President  of  Marketing  for CRI, Inc., and was  associated  with  Capital     
Financial  Group and Dean Witter (1983).  He received a B.B.A. from  Baylor     
University in 1982 and an M.D.A. from Houston Baptist University in 1987.       

Key Employees                                                                   

Accounting  and Administrative Officer - Debbie A. Brock, age  45,  assumed     
her  position with the Managing General Partner in 1991.  Prior to  joining     
the Managing General Partner, Ms. Brock was employed with Western Container     
Corporation   as  Accounting  Manager  (1982-1990),  Synthetic   Industries     
(Texas), Inc. as Accounting Manager (1976-1982) and held various accounting     
positions in the manufacturing industry (1971-1975).  Ms. Brock received  a     
B.B.A. from the University of Houston.                                          

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Controller - Robert A. Langford, age 48, assumed his responsibilities  with     
the  Managing  General Partner in 1992.  Mr. Langford received  his  B.B.A.     
degree  in  Accounting  in 1975 from the University  of  Central  Arkansas.     
Prior  to  joining the Managing General Partner,  Mr. Langford was employed     
with Forest Oil Corporation as Corporate Coordinator, Regional Coordinator,     
Accounting  Manager.  He held various other positions  from  1982-1992  and     
1976-1980  and was Assistant Controller of National Oil Company from  1980-     
1982.                                                                           

Financial  Reporting  Manager - Bryan Dixon, C.P.A., age  31,  assumed  his     
responsibilities  with the Managing General Partner  in  1992.   Mr.  Dixon     
received his B.B.A. degree in Accounting in 1988 from Texas Tech University     
in  Lubbock,  Texas.   Prior to joining the Managing General  Partner,  Mr.     
Dixon was employed as a Senior Auditor with Johnson, Miller & Company  from     
1991-1992 and Audit Supervisor for Texas Tech University and the Texas Tech     
University Health Sciences Center from 1988-1991.                               

Production   Superintendent  -  Steve  C.  Garner,  age  56,  assumed   his     
responsibilities   with   the  Managing  General  Partner   as   Production     
Superintendent  in  July,  1989.  Prior to  joining  the  Managing  General     
Partner,  Mr. Garner was employed 16 years by Shell Oil Company working  in     
all  phases of oil field production as operations foreman, one and one-half     
years  with Petroleum Corporation of Delaware as Production Superintendent,     
six  years  as  an independent engineering consultant, and  one  year  with     
Citation  Oil & Gas Corp. as a workover, completion and production foreman.     
Mr.  Garner has worked extensively in the Permian Basin oil field  for  the     
last 25 years.                                                                  

Tax  Manager  -  Carolyn  Cookson, age 41, assumed her  position  with  the     
Managing  General  Partner in April 1989.  Prior to  joining  the  Managing     
General  Partner,  Ms. Cookson was employed as Director of  Taxes  at  C.F.     
Lawrence  &  Associates,  Inc. from 1983 to  1989,  and  worked  in  public     
accounting  at McCleskey, Cook & Green, P.C. from 1981 to 1983  and  Deanna     
Brady,  C.P.A.  from 1980 to 1981.  She is a member of  the  Permian  Basin     
Chapter  of the Petroleum Accountants' Society, and serves on its Board  of     
Directors  and  is  liaison to the Tax Committee.  Ms. Cookson  received  a     
B.B.A. in accounting from New Mexico State University.                          

Investor  Relations Manager - Sandra K. Flournoy, age 51, came to Southwest     
Royalties,  Inc.  in 1988 from Parker & Parsley Petroleum,  where  she  was     
Assistant Manager of Investor Services and Broker/Dealer Relations for  two     
years.   Prior  to that, Ms. Flournoy was Administrative Assistant  to  the     
Superintendent at Greenwood ISD for four years.                                 

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In certain instances, the Managing General Partner will engage professional     
petroleum   consultants   and  other  independent  contractors,   including     
engineers   and   geologists  in  connection  with  property  acquisitions,     
geological  and  geophysical  analysis,  and  reservoir  engineering.   The     
Managing  General Partner believes that, in addition to its own  "in-house"     
staff,  the utilization of such consultants and independent contractors  in     
specific  instances  and  on  an  "as-needed"  basis  allows  for   greater     
flexibility  and greater opportunity to perform its oil and gas  activities     
more economically and effectively.                                              

Item 11.  Executive Compensation                                                

The  Partnership  does not have any directors or executive  officers.   The     
executive officers of the Managing General Partner do not receive any  cash     
compensation,  bonuses, deferred compensation or compensation  pursuant  to     
any  type  of  plan,  from the Partnership.  The Managing  General  Partner     
received  $144,000  during 1997, 1996 and 1995 as an annual  administrative     
fee.                                                                            

Item 12.  Security Ownership of Certain Beneficial Owners and Management        

There  are  no  limited partners who own of record, or  are  known  by  the     
Managing General Partner to beneficially own, more than five percent of the     
Partnership's limited partnership interests.                                    

The  Managing  General Partner owns a nine percent interest  as  a  general     
partner.   Through repurchase offers to the limited partners, the  Managing     
General  Partner  also owns 3,422 limited partner units,  a  17.1%  limited     
partner  interest.  The Managing General Partners total percentage interest     
ownership in the Partnership is 24.4%.                                          

No  officer or director of the Managing General Partner owns Units  in  the     
Partnership. H. H. Wommack, III, as the individual general partner  of  the     
Partnership  owns a one percent interest in the Partnership  as  a  general     
partner.   The officers and directors of the Managing General  Partner  are     
considered beneficial owners of the limited partner units acquired  by  the     
Managing  General Partner by virtue of their status as  such.   A  list  of     
beneficial  owners  of  limited partner units,  acquired  by  the  Managing     
General Partner, is as follows:                                                 

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                                Amount and
                                            Nature of      Percent
            Name and Address of           Beneficial        of
Title of Class       Beneficial Owner            Ownership       Class      
-------------------  ---------------------------  ---------------  -------      
Limited Partnership  Southwest Royalties, Inc.    Directly Owns     17.1%       
                 Interest                     Managing General Partner
3,422 Units                                                                     
407 N. Big Spring Street              
Midland, TX  79701                    

Limited Partnership  H. H. Wommack, III           Indirectly Owns   17.1%       
                 Interest                      Chairman of the  Board,
3,422 Units                                                                     
President, CEO, Treasurer             
and Director of Southwest             
Royalties, Inc., the                  
Managing General Partner              
407 N. Big Spring Street              
Midland, TX  79701                    

Limited Partnership  H. Allen Corey               Indirectly Owns   17.1%       
                Interest                     Secretary and Director of
3,422 Units                                                                     
Southwest Royalties, Inc.,            
the Managing General                  
Partner                               
633 Chestnut Street                   
Chattanooga, TN  37450-1800           

Limited Partnership  Bill E. Coggin               Indirectly Owns   17.1%       
                Interest                     Vice President and CFO of
3,422 Units                                                                     
Southwest Royalties, Inc.,            
the Managing General                  
Partner                               
407 N. Big Spring Street              
Midland, TX  79701                    

Limited Partnership  Phillip F. Hock, Jr.         Indirectly Owns   17.1%       
                    Interest                        Vice    President,
Exploration          3,422 Units                                                
of Southwest Royalties, Inc.,         
the Managing General                  
Partner                               
407 N. Big Spring Street              
Midland, TX  79701                    

Limited Partnership  Jon P. Tate                  Indirectly Owns   17.1%       
                 Interest                     Vice President, Land and
3,422 Units                                                                     
Assistant Secretary of                
Southwest Royalties, Inc.,            
the Managing General                  
Partner                               
407 N. Big Spring Street              
Midland, TX  79701                    

Limited Partnership  J. Steven Person             Indirectly Owns   17.1%       
                Interest                     Vice President, Marketing
3,422 Units                                                                     
Southwest Royalties, Inc.,            
the Managing General                  
Partner                               
407 N. Big Spring Street              
Midland, TX  79701                    

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                                Amount and
                                            Nature of      Percent
            Name and Address of           Beneficial        of
Title of Class       Beneficial Owner            Ownership       Class      
-------------------  ---------------------------  ---------------  -------      
Limited Partnership  Joel D. Talley               Indirectly Owns   17.1%       
                  Interest                       Vice  President,3,422
Units                                                                           
Acquisitions and                      
Exploitation Manager of               
Southwest Royalties, Inc.,            
the Managing General                  
Partner                               
407 N. Big Spring Street              
Midland, TX  79701                    

Limited Partnership  R. Douglas Keathley          Indirectly Owns   17.1%       
                  Interest                       Vice  President,3,422
Units                                                                           
Operations of Southwest               
Royalties, Inc., the                  
Managing General                      
Partner                               
407 N. Big Spring Street              
Midland, TX  79701                    

There  are no arrangements known to the Managing General Partner which  may     
at a subsequent date result in a change of control of the Partnership.          

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Item 13.  Certain Relationships and Related Transactions                        

In   1997,   the   Managing  General  Partner  received  $144,000   as   an     
administrative  fee.  This amount is part of the general and administrative     
expenses incurred by the Partnership.                                           

In  some  instances the Managing General Partner and certain  officers  and     
employees  may  be working interest owners in an oil and  gas  property  in     
which  the Partnership also has a net profits interest.  Certain properties     
in  which  the  Partnership has an interest are operated  by  the  Managing     
General  Partner,  who was paid approximately $125,000  for  administrative     
overhead attributable to operating such properties during 1997.                 

Certain  subsidiaries or affiliates of the Managing General Partner perform     
various  oilfield services for properties in which the Partnership owns  an     
interest.  Such services aggregated approximately $4,000 for the year ended     
December 31, 1997.                                                              

The  law  firm  of Baker, Donelson, Bearman & Caldwell of  which  H.  Allen     
Corey,  an  officer  and  director of the Managing General  Partner,  is  a     
partner, is counsel to the Partnership.  Legal services rendered by  Baker,     
Donelson,   Bearman  &  Caldwell  to  the  Partnership  during  1997   were     
approximately  $1,300,  which constitutes an  immaterial  portion  of  that     
firm's business.                                                                

In  the  opinion  of  management, the terms of the above  transactions  are     
similar to ones with unaffiliated third parties.                                

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Part IV       

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       

(a)(1)  Financial Statements:                               

Included in Part II of this report --       

Reports of Independent Accountants          
Balance Sheets                              
Statements of Operations                    
Statement of Changes in Partners' Equity    
Statements of Cash Flows                    
Notes to Financial Statements               

                (2)  Schedules required by Article 12 of Regulation S-
             X  are either omitted because they are not applicable  or
             because  the  required  information  is  shown   in   the
financial statements or the notes thereto.  

(3)  Exhibits:                          

                                4    (a)  Certificate and Agreement of
                     Limited Partnership of Southwest Royalties,  Inc.
                     Income   Fund   VI,  dated  December   4,   1986.
                     (Incorporated  by  reference  from  Partnership's
                     Form 10-K for the fiscal year ended December  31,
1986.)                      

                                       (b)     First   Amendment    to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated   January   16,1987.    (Incorporated    by
                     reference  from Partnership's Form 10-K  for  the
         fiscal year ended December 31, 1987.)

                                    (c)  Corrected Second Amendment to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated  May  6, 1987.  (Incorporated by  reference
                     from  Partnership's Form 10-K for the fiscal year
ended December 31, 1987.)   

                                       (d)     Third   Amendment    to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated February 3, 1988 (Incorporated by reference
                     from  Partnership's Form 10-K for the fiscal year
ended December 31, 1988.)   

                                       (e)    Fourth   Amendment    to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated  June  30, 1988 (Incorporated by  reference
                     from  Partnership's Form 10-K for the fiscal year
ended December 31, 1988.)   

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                                       (f)     Fifth   Amendment    to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated   December   30,  1988   (Incorporated   by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1988.)

                                       (g)     Sixth   Amendment    to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated  as  of  March 19, 1990.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1990.)

                                       (h)    Seventh   Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated as of December 31, 1990.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1990.)

                                       (i)    Eighth   Amendment    to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated as of September 30, 1991.  (Incorporated by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1991.)

                                       (j)     Ninth   Amendment    to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated as of December 31, 1991.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1992.)

                                       (k)     Tenth   Amendment    to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated  as  of  March 31, 1992.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1992.)

                                      (l)    Eleventh   Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated  as  of  June  30, 1992.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1992.)

                                       (m)    Twelfth   Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated as of November 23, 1992.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1992.)

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                                      (n)   Thirteenth  Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated  as  of  April 22, 1993.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1993.)

                                      (o)   Fourteenth  Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated as of September 30, 1993.  (Incorporated by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1993.)

                                      (p)    Fifteenth  Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated as of December 31, 1993.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1993.)

                                      (q)    Sixteenth  Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated  as  of  July  26, 1994.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1994.)

                                      (r)   Seventeenth  Amendment  to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
                     dated  as of January 18, 1995.  (Incorporated  by
                     reference  from the Partnership's Form  10-K  for
             the fiscal year ended December 31, 1994.)

                                      (s)   Eighteenth  Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
dated as of July 26, 1995.  

                                      (t)   Nineteenth  Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
 dated as of January 29, 1996.

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                                      (u)    Twentieth  Amendment   to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
dated as of April 30, 1996. 

   (v)  Twenty First Amendment to Certificate and Agreement of Limited
    Partnership of Southwest Royalties, Inc. Income Fund VI, dated as of
September 30, 1996.                                             

(w)  Twenty Second Amendment to Certificate and Agreement of    
                     Limited Partnership of Southwest Royalties,  Inc.
                 Income Fund VI, dated as of January 15, 1997.

                                     (x)   Twenty  Third Amendment  to
                     Certificate  and Agreement of Limited Partnership
                     of  Southwest  Royalties, Inc.  Income  Fund  VI,
dated as of May 10, 1997.   

             16Letter    on    Change    in   Certifying    Accountant
               (Incorporated  by  reference  from  Partnership's   8-K
dated June 9, 1997.)                    

27 Financial Data Schedule                  

99 Limited Partners as of January 15, 1997  
Limited Partners as of May 10, 1997   

(b)    Reports on Form 8-K                        

                  There  were no reports filed on Form 8-K during  the
quarter ended December 31, 1997.            

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Signatures      

Pursuant  to  the  requirements of Section 13 or 15(d)  of  the  Securities     
Exchange  Act  of 1934, the Partnership has duly caused this report  to  be     
signed on its behalf by the undersigned, thereunto duly authorized.             

               Southwest Royalties, Inc. Income Fund VI, a
 Tennessee limited partnership

              By:    Southwest Royalties, Inc., Managing
 General Partner

 By:    /s/ H. H. Wommack, III
                   -----------------------------
                                   H. H. Wommack, III, President

Date:  March 31, 1998       

Pursuant  to the requirements of the Securities Exchange Act of 1934,  this     
report  has  been signed below by the following persons on  behalf  of  the     
Partnership and in the capacities and on the dates indicated.                   

By:    /s/ H. H. Wommack, III                                                   
-----------------------------------                               
H. H. Wommack, III, Chairman of the                               
Board, President, Chief Executive                                 
Officer, Treasurer and Director                                   

Date:  March 31, 1998                                                           

By:    /s/ H. Allen Corey                                                       
-----------------------------                                     
H. Allen Corey, Secretary and                                     
Director                                                          

Date:  March 31, 1998                                                           

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Exhibit Index       

Item No.     Description                                           Page No.     

14(a)(3)     Exhibit 4(w): Twenty Second Amendment to Certificate     50        
and Agreement of Limited Partnership of Southwest     
Royalties, Inc. Income Fund VI, dated as of           
January 15, 1997.                                     

   Exhibit 4 (x): Twenty Third Amendment to Certificate   52
and Agreement of Limited Partnership of Southwest     
Royalties, Inc. Income Fund VI, dated as of           
May 10, 1997.                                         

 Exhibit 16:  Letter on Changes in Certifying Accountant
    (Incorporated by reference from the Partnership's Form 8-K
dated June 9, 1997.)                                  

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This Instrument Prepared By:                                                    
J. Porter Durham, Jr.                                                           
Miller & Martin                                                                 
1000 Volunteer Building                                                         
832 Georgia Avenue                                                              
Chattanooga, Tennessee 37402                                                    

TWENTY SECOND AMENDMENT TO CERTIFICATE AND AGREEMENT OF       
LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.      
INCOME FUND VI, A TENNESSEE LIMITED PARTNERSHIP       

Pursuant  to the Tennessee Revised Uniform Limited Partnership  Act,  62-2-     
1204  of  the Tennessee Code Annotated, and the provisions of the Tennessee     
Uniform  Limited Partnership Act, being formerly 61-2-101, et seq.  of  the     
Tennessee Code Annotated, this Twenty-second Amendment (the "Amendment") to     
the   Certificate  and  Agreement  of  Limited  Partnership  of   Southwest     
Royalties, Inc.  Income VI is executed to be effective as of the  15th  day     
of  January,  1997,  by  and  between H. H.  WOMMACK,  III,  an  individual     
("General Partner"), SOUTHWEST ROYALTIES, INC. ("Managing General Partner")     
(the  Managing  General  Partner and the General Partner,  are  hereinafter     
collectively  referred to as "General Partners"), and the General  Partners     
as  attorney-in-fact for those persons and entities listed  on  Schedule  1     
attached to this Amendment, whether existing or additional limited partners     
(collectively  the  "Limited  Partners") and as  attorney-in-fact  for  the     
Withdrawing Limited Partners, as defined hereinafter.                           

WHEREAS,  Southwest Royalties, Inc.  Income VI was organized as a Tennessee     
limited  partnership  pursuant to an Agreement of Limited  Partnership,  as     
amended  from  time to time, dated December 4, 1986 and  recorded  in  Book     
3280, Page 726 in the Register's Office of Hamilton County, Tennessee  (the     
"Agreement"); and                                                               

WHEREAS,  the  General Partners, Limited Partners and  Withdrawing  Limited     
Partners desire to amend the Agreement in the manner set forth herein;          

NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  rights  and     
obligations  herein and other good and valuable consideration  the  receipt     
and  legal sufficiency of which are acknowledged, the parties hereto  agree     
as follows:                                                                     

1.   Schedule  1  to  the Agreement is hereby deleted in its  entirety  and     
replaced  by  the  Schedule  1 attached  hereto.   Those  persons  and
entities which were formerly listed on Schedule 1 to the Agreement but
which  are not listed on the revised Schedule 1 attached hereto  shall
be defined collectively as the "Withdrawing Limited Partners."        

2.   Except  as  provided herein, the Agreement is hereby  constituted  and     
acknowledged as the controlling Agreement of Southwest Royalties, Inc.
Income Fund VI.                                                       

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IN  WITNESS WHEREOF, the parties hereto acknowledge that they have executed     
this  Amendment to the Agreement to be effective as of the date first above     
written.                                                                        

GENERAL PARTNERS:                                 

By:  /s/ H. H. Wommack, III                       
-----------------------------------     
H. H. Wommack, III, General Partner     

By:   SOUTHWEST ROYALTIES, INC.                   
Managing General Partner                

By:  /s/ H. H. Wommack, III                       
-----------------------------------     
H. H. Wommack, III, President           

LIMITED PARTNERS:                                 

                          By:   General Partners, as attorneys-in-fact
               for  the Limited Partners listed on Schedule 1 attached
               hereto  and those Withdrawing Limited Partners  removed
               from  Schedule  1  under Powers of Attorney  previously
granted                                 

By:  /s/ H. H. Wommack, III                       
-----------------------------------     
H. H. Wommack, III                      

By:  SOUTHWEST ROYALTIES, INC.                    
Managing General Partner                

By:  /s/ H. H. Wommack, III                       
-----------------------------------     

STATE OF TEXAS      )                                                           
COUNTY OF MIDLAND   )                                                           

Personally appeared before me, /s/ Kay Linn, Notary Public, H. H.  Wommack,     
III,  with  whom I am personally acquainted, and who acknowledged  that  he     
executed  the  within  instrument for the purposes  therein  contained  for     
himself  and  as  the  attorney-in-fact for the  admitted  and  withdrawing     
Limited  Partners, and who further acknowledged that he  is  authorized  by     
Southwest Royalties, Inc., the Limited Partners and the Withdrawing Limited     
Partners to execute this document on its and their behalf.                      

Witness my hand, at office, this 15th day of January, 1997.                     

/s/ Kay Linn                            
-----------------------------------     
Notary Public                           

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This Instrument Prepared By:                                                    
J. Porter Durham, Jr.                                                           
Miller & Martin                                                                 
1000 Volunteer Building                                                         
832 Georgia Avenue                                                              
Chattanooga, Tennessee 37402                                                    

TWENTY-THIRD AMENDMENT TO CERTIFICATE AND AGREEMENT OF      
LIMITED PARTNERSHIP OF SOUTHWEST ROYALTIES, INC.      
INCOME FUND VI, A TENNESSEE LIMITED PARTNERSHIP       

Pursuant  to the Tennessee Revised Uniform Limited Partnership  Act,  62-2-     
1204  of  the Tennessee Code Annotated, and the provisions of the Tennessee     
Uniform  Limited Partnership Act, being formerly 61-2-101, et seq.  of  the     
Tennessee Code Annotated, this Twenty-third Amendment (the "Amendment")  to     
the   Certificate  and  Agreement  of  Limited  Partnership  of   Southwest     
Royalties, Inc.  Income VI is executed to be effective as of the  10th  day     
of  May,  1997, by and between H. H. WOMMACK, III, an individual  ("General     
Partner"),  SOUTHWEST  ROYALTIES, INC. ("Managing  General  Partner")  (the     
Managing   General  Partner  and  the  General  Partner,  are   hereinafter     
collectively  referred to as "General Partners"), and the General  Partners     
as  attorney-in-fact for those persons and entities listed  on  Schedule  1     
attached to this Amendment, whether existing or additional limited partners     
(collectively  the  "Limited  Partners") and as  attorney-in-fact  for  the     
Withdrawing Limited Partners, as defined hereinafter.                           

WHEREAS,  Southwest Royalties, Inc.  Income VI was organized as a Tennessee     
limited  partnership  pursuant to an Agreement of Limited  Partnership,  as     
amended  from  time to time, dated December 4, 1986 and  recorded  in  Book     
3280, Page 726 in the Register's Office of Hamilton County, Tennessee  (the     
"Agreement"); and                                                               

WHEREAS,  the  General Partners, Limited Partners and  Withdrawing  Limited     
Partners desire to amend the Agreement in the manner set forth herein;          

NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  rights  and     
obligations  herein and other good and valuable consideration  the  receipt     
and  legal sufficiency of which are acknowledged, the parties hereto  agree     
as follows:                                                                     

1.   Schedule  1  to  the Agreement is hereby deleted in its  entirety  and     
replaced  by  the  Schedule  1 attached  hereto.   Those  persons  and
entities which were formerly listed on Schedule 1 to the Agreement but
which  are not listed on the revised Schedule 1 attached hereto  shall
be defined collectively as the "Withdrawing Limited Partners."        

2.   Except  as  provided herein, the Agreement is hereby  constituted  and     
acknowledged as the controlling Agreement of Southwest Royalties, Inc.
Income Fund VI.                                                       

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IN  WITNESS WHEREOF, the parties hereto acknowledge that they have executed     
this  Amendment to the Agreement to be effective as of the date first above     
written.                                                                        

GENERAL PARTNERS:                                 

By:  /s/ H. H. Wommack, III                       
-----------------------------------     
H. H. Wommack, III, General Partner     

By:  SOUTHWEST ROYALTIES, INC.                    
Managing General Partner                

By:  /s/ H. H. Wommack, III                       
-----------------------------------     
H. H. Wommack, III, President           

LIMITED PARTNERS:                                 

                          By:   General Partners, as attorneys-in-fact
               for  the Limited Partners listed on Schedule 1 attached
               hereto  and those Withdrawing Limited Partners  removed
               from  Schedule  1  under Powers of Attorney  previously
granted                                 

By:  /s/ H. H. Wommack, III                       
-----------------------------------     
H. H. Wommack, III                      

By:  SOUTHWEST ROYALTIES, INC.                    
Managing General Partner                

By:  /s/ H. H. Wommack, III                       
-----------------------------------     

STATE OF TEXAS      )                                                           
COUNTY OF MIDLAND   )                                                           

Personally  appeared before me, /s/ Vonda L. Walker, Notary Public,  H.  H.     
Wommack,  III,  with whom I am personally acquainted, and who  acknowledged     
that  he  executed the within instrument for the purposes therein contained     
for  himself  and as the attorney-in-fact for the admitted and  withdrawing     
Limited  Partners, and who further acknowledged that he  is  authorized  by     
Southwest Royalties, Inc., the Limited Partners and the Withdrawing Limited     
Partners to execute this document on its and their behalf.                      

Witness my hand, at office, this 21st day of May, 1997.                         

/s/ Vonda L. Walker                     
-----------------------------------     
Notary Public                           

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AMENDMENTS FOLLOW AS EX-99      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		12/31/98		30					10-K
		3/31/98		48					10-Q,  4
Filed on:		3/25/98
		3/18/98		4		20
		1/1/98		8		34
For Period End:		12/31/97		1		47			4
		12/15/97		30
		6/9/97		36		49			8-K,  8-K/A
		5/10/97		47		49
		3/14/97		21
		1/15/97		47		49
		1/1/97		16
		12/31/96		11		35			10-K
		9/30/96		47					10-Q
		7/15/96		38
		4/30/96		47
		1/29/96		46
		12/31/95		11		35			10-K
		7/26/95		46
		1/18/95		46
		12/31/94		11		46
		7/26/94		46
		12/31/93		11		46
		9/30/93		46
		4/22/93		46
		12/31/92		45
		11/23/92		45
		6/30/92		45
		3/31/92		45
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