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                                 SCHEDULE 13E-3
                               (Amendment No. 2)


                        RULE 13E-3 TRANSACTION STATEMENT
       (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)

               NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
                      NORTHLAND COMMUNICATIONS CORPORATION
                            FN EQUITIES JOINT VENTURE
                                JOHN S. WHETZELL
                                RICHARD I. CLARK
                       (Name of Persons Filing Statement)

  PARTICIPATION INTERESTS IN NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
                         (Title or Class Of Securities)

                                       N/A
                      (CUSIP Number of Class of Securities)


          JOHN S. WHETZELL, PRESIDENT                      JOHN S. SIMMERS
      RICHARD I. CLARK, VICE PRESIDENT                FN EQUITIES JOINT VENTURE
     NORTHLAND COMMUNICATIONS CORPORATION              2780 SKY PARK, SUITE 300
         1201 THIRD AVENUE, SUITE 3600                TORRANCE CALIFORNIA 90505
           SEATTLE, WASHINGTON 98101                        (310) 326-3100
                (206) 621-1351

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
              Communication on Behalf of Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

    a. [X] The filing of solicitation materials or an information statement
           subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
           14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section
           240.13e-3(c)] under the Securities Exchange Act Of 1934.

    b. [ ] The filing of a registration statement under the Securities Act of
           1933.

    c. [ ] A tender offer.

    d. [ ] None of the above.

Check the following box if the soliciting materials or information statement
referred to in box "(a)" are preliminary copies: [X]





                            Calculation of Filing Fee

       Transaction Valuation                          Amount of Filing Fee*
                                                   
            $70,200,000                                        $14,040
(PROJECTED PARTNERSHIP NET CASH VALUE)




*Based on projected Registrant/Partnership net cash value.


[X]      Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid: $12,450

         2)       Form, Schedule or Registration Statement No.: SCHEDULE 14A;
                  COMMISSION FILE NO. 000-16063

         3)       Filing Party: REGISTRANT/PARTNERSHIP

         4)       Date Filed: DECEMBER 21, 2000




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                       DOCUMENTS INCORPORATED BY REFERENCE

                             DEFINITIVE SCHEDULE 14A
                  (filed concurrently with this Schedule 13E-3)

                             ----------------------







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Capitalized terms not expressly defined herein shall have the same meaning
ascribed to them in the Northland Cable Properties Six Limited Partnership Proxy
Statement (as defined below). For the purpose of this Schedule 13E-3, the
following capitalized terms shall be ascribed the following meanings:

         -        "Schedule 14A" means the Partnership's Definitive Schedule 14A
                  filed concurrently herewith.

         -        "Form of Proxy" means the form of proxy forming part of
                  Schedule 14A.

         -        "Notice of Special Meeting" means the notice of special
                  meeting of limited partners of the Partnership forming part of
                  Schedule 14A.

         -        "Partnership" means Northland Cable Properties Six Limited
                  Partnership, a Washington limited partnership.

         -        "Proxy Statement" means the proxy statement forming part of
                  Schedule 14A.

         -        "Units" means participation interests in the Partnership.

All of the above documents are hereby incorporated herein by this reference.

        For the purposes of responses to this Schedule 13E-3, cross references
will be made to the Schedule 14A and to information under specified sections of
the documents contained in the Schedule 14A.

                 -----------------------------------------------

        References herein to Items 1000 through Item 1016 correspond to such
item in Regulation M-A.

ITEM 1. SUMMARY TERM SHEET

        In response to Item 1001, the proposed transaction is summarized in the
Proxy Statement. See "Summary - The Proposed Transaction and Proposed Amendment
No. 2." This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.

ITEM 2. SUBJECT COMPANY INFORMATION

        In response to the following subparts of Item 1002:

        (a) The name of the issuer is Northland Cable Properties Six Limited
Partnership. Its principal executive offices are located at 1201 Third Avenue,
Suite 3600, Seattle, Washington 98101. The telephone number of its principal
executive offices is (206) 621-1351.

        (b) The exact title of the security subject to this transaction is
"participation interests in Northland Cable Properties Six Limited Partnership",
referred to in this Schedule 13E-3 as "Units." As of December 31, 2000, there
were 29,784 Units outstanding and 1,807 holders of record of the Units.

        (c) There is currently no established trading market for the Units.


        (d) Since November 15, 1997, the Partnership has made no cash
distributions. The Partnership is generally restricted from paying distributions
(other than for expense allocations and payment of management fees) under its
senior credit facility with its syndicated lenders, led by First Union National
Bank as administrative agent.


        (e) During the past three years, the Partnership has made no
underwritten public offering of Units for cash which was registered under the
Securities Act of 1933 (the "1933 Act") or exempt from registration thereunder
pursuant to Regulation A.

        (f) Since January 1, 1997, the Partnership has repurchased an aggregate
of 28 units at face value ($500/unit).

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS

        In response to the following subparts of Item 1003:

        (a) - (c) This Schedule 13E-3 is filed by the Partnership, Northland
Communications Corporation, FN Equities Joint Venture, John S. Whetzell and
Richard I. Clark.


        The Partnership is a Washington limited partnership with no directors or
officers. The managing general partner of the Partnership is Northland
Communications Corporation, a Washington corporation ("NCC"); the administrative
general partner of the Partnership is FN Equities Joint Venture, a California
general partnership ("FNEJV").


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        The principal business of NCC is locating cable television systems,
negotiating for their acquisition, forming limited partnerships to own the
systems, arranging for the sale of limited partnership interests to investors,
managing the partnerships and liquidating partnership assets upon dissolution.
NCC is a wholly-owned subsidiary of Northland Telecommunications Corporation, a
Washington corporation ("NTC"). The address of the principal executive offices
of each of NCC and NTC is 1201 Third Avenue, Suite 3600, Seattle, Washington
98101.



        The sole partners of FNEJV are FN Equities, Inc. ("FNE") and FN Network
Partners, Ltd., a California limited partnership ("FNPL"). The principal
business of each of FNEJV and FNE is to provide services as administrative
general partner of limited partnership cable television operations. The address
of the principal executive offices of each of FNEJV and FNE is 2780 Sky Park
Drive, Suite 300, Torrance, California 90505.


        John S. Whetzell serves as Board Chairman and President of NCC. Richard
I. Clark serves as a Director, and as Vice President, Assistant Treasurer and
Assistant Secretary of NCC. The business address for both Messers. Whetzell and
Clark is 1201 Third Avenue, Suite 3600, Seattle, Washington. Their business
phone number is (206) 621-1351.

        For information further responsive to Items 1003(c)(1) and 1003(c)(2)
with respect to Messers. Whetzell and Clark, see "Management and Beneficial
Ownership of NCP-Six" in the Proxy Statement. This information is incorporated
by reference pursuant to General Instruction "G" to Schedule 13E-3.

        None of the filing persons have, during the past 10 years, been
convicted in a criminal proceeding.

        None of the filing persons have, during the past 10 years, been involved
in any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining
further violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.

        All of the natural filing persons are United States citizens.

ITEM 4. TERMS OF THE TRANSACTION

        In response to the following subparts of Item 1004:

        (a) See "Summary--The Proposed Transaction and Proposed Amendment No.
2," "Background and Reasons For The Proposed Transaction" "Specific Terms of the
Proposed Transaction; Projected Cash Available From Liquidation" "Federal and
State Income Tax Consequences of the Proposed Transaction" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" of Schedule 13E-3.

        (b) The filing persons and their affiliates hold 30 Units. See the
fourth paragraph of "Summary--Voting at the Special Meeting" in the Proxy
Statement. It is anticipated that those Units will be transferred in the
proposed transaction if the proposed transaction receives the requisite approval
of the holders of a majority of the unaffiliated Units of the Partnership.


        (c) Because affiliates of the managing general partner will be the
acquiring entities in the proposed transaction, an undivided portion of the
assets attributable to the Managing General Partner's interest in the
Partnership will be distributed to the Managing General Partner in-kind, rather
than sold for cash, as is the case for the other holders of the Partnership's
securities. See "Specific Terms of the Proposed Transaction--Distributions to
Limited Partners" in the Proxy Statement. The two acquiring entities are
Northland Cable Properties, Inc. ("NCPI") and Northland Cable Networks LLC ("NCN
LLC"). This information is incorporated by reference pursuant to General
Instruction "G" of Schedule 13E-3.


        (d) See "Summary--You do Not Have Dissenters' Rights" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" of Schedule 13E-3.

        (e) No special provisions have been made to grant unaffiliated security
holders access to the corporate files of the filing persons or to obtain counsel
or appraisal services at the expense of the filing persons.

        (f) N/A

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ITEM 5. PAST CONTACTS, TRANSACTION, NEGOTIATIONS AND AGREEMENTS.

        In response to the following subparts of Item 1005:

        (a) (1) See "Statements of Operations--Expenses" and Note "3", both
under "Financial Statements--Audited Financial Statement of Northland Cable
Properties Six Limited Partnership" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.

            (2)    No contacts, transactions or negotiations have occurred which
would be subject to this Item, except the proposed transaction described in the
Proxy Statement. See "Background and Reasons for the Proposed Transaction" and
"Specific Term of the Proposed Transaction" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.


        (b) On September 1, 1998, NCC acquired and was distributed all of the
assets of Northland Cable Properties Five Limited Partnership ("NCP-Five"), a
limited partnership for which NCC served as managing general partner. The gross
valuation of the transaction was $35,463,000, which included the consideration
paid NCC to NCP-Five and the value of the assets distributed in-kind by NCP-Five
to NCC. NCC initiated the negotiations for that acquisition.



        (c) See "Background and Reasons for the Proposed Transaction --
Chronology of Events Leading up to the Proposed Transaction," and "Appraisal
Process and Fairness Opinion; Summary of Reports" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" of
Schedule 13E-3.



        (e) Other than the Form of Proxy, no such arrangements exist.


ITEM 6. PURPOSES OF TRANSACTION AND PLANS OR PROPOSALS

        In response to the following subparts of Item 1006:

        (b) N/A


        (c)(1) See "Background and Reasons for the Proposed Transaction --
Chronology of Events Leading up to the Proposed Transaction," and "Appraisal
Process and Fairness Opinion; Summary of Reports" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" of
Schedule 13E-3.



        (c)(2) See response to (c)(1) above. See also "Specific Terms of the
Proposed Transaction" in the Proxy Statement. This information is incorporated
by reference pursuant to General Instruction "G" to Schedule 13E-3.


        (c)(3) The Partnership does not currently have a standard dividend rate
or policy. See "Information About NCP-Six-NCP-Six's Management's Discussion and
Analysis of Financial Conditions and Results of Operations - General" in the
Proxy Statement. See also "Dissolution and Liquidation Consequences of the
Proposed Transaction," and "Projected Cash Available From Liquidation" in the
Proxy Statement.

        (c)(4) Except for the termination of the employment of Partnership
employees, no change in the present management of the Partnership nor of any of
the persons enumerated in General Instruction "C" to Schedule 13E-3 for whom
this Item 6 applies is expected to occur in relation to, or as a result of, the
proposed transaction.

        (c)(5) See response to (c)(1) and (c)(2) above, and specifically
"Dissolution and Liquidation Consequences of the Proposed Transaction" in the
Proxy Statement. This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3. The General Partners intend that all
indebtedness of the Partnership will be repaid upon consummation of the proposed
transaction. The capitalization of the Partnership will be materially altered as
a consequence of the proposed liquidation to result following the proposed
transaction.

        (c)(6) N/A

        (c)(7) Upon liquidation of the Partnership pursuant to the proposed
transaction, the Units will become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "1934
Act"). No such events will occur with respect to the persons mentioned in
General Instruction "C" to Schedule 13E-3 as a result of, or in relation to, the
proposed transaction.

        (c)(8) Upon liquidation of the Partnership pursuant to the proposed
transaction, the Partnership will no longer be obligated to file reports
pursuant to Section 15(d) of the 1934 Act. No such events will occur with
respect to the persons mentioned in General Instruction "C" to Schedule 13E-3 as
a result of, or in relation to, the proposed transaction.

        The General Partners believe that none of the activities or transactions
described in Item 6 should apply to any of the individual persons described in
General Instruction "C" to Schedule 13E-3.

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS

        In response to the following subparts of Item 1013:

        (a) See "Background and Reasons for the Proposed Transaction" in the
Proxy Statement. This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3.

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        (b) See "Background and Reasons for the Proposed Transaction--
Alternatives to the Proposed Transaction," "-Chronology of Events
Leading up to the Proposed Transaction,"--Reasons for" and "Fairness of the
Proposed Transaction" in the Proxy Statement. This information is incorporated
by reference pursuant to General Instruction "G" to Schedule 13E-3.


        (c) See the responses to (a) (b) above. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.

        (d) See "Projected Cash Available From Liquidation," "Conflicts of
Interest," "Specific Terms of the Proposed Transaction--Payment of the Purchase
Price" and "--Distributions to Limited Partners," "Dissolution and Liquidation
Consequences of the Proposed Transaction--Dissolution Procedures" and
"--Liquidating Trust," and "Federal and State Income Tax Consequences" in the
Proxy Statement. This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3.

ITEM 8. FAIRNESS OF THE TRANSACTION

        In response to the following subparts of Item 1014:


        (a) See "Summary--Fairness of the Proposed Transaction,"
"--Recommendations," and "Fairness of the Proposed Transaction" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.



        (b) See "Fairness of the Transaction--Material Factors Underlying Belief
as to Fairness," and "Appraisal Process and Fairness Opinion; Summary of
Reports" in the Proxy Statement. This information is incorporated by reference
pursuant to General Instruction "G" to Schedule 13E-3.


        (c) The affirmative vote of limited partners holding a majority of the
outstanding Units (excluding the Units held by NCC, FNEJV and either of their
affiliates) is required to approve the transaction. See "The Special
Meeting--Quorum; Vote Required for Approval" in the Proxy Statement.


        (d) The managing general partner did not retain an unaffiliated,
independent third party to act solely on behalf of the limited partners for
purposes of negotiating the terms of the transaction, but the general partners
did retain Houlihan Lokey Howard and Zukin Financial Advisors, Inc. ("Houlihan
Lokey") to render an opinion as to the fairness of the consideration to be
received by the Partnership from a financial point of view. See "Fairness of the
Transaction-Houlihan Lokey Fairness Opinion" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" of
Schedule 13E-3.



        (e) The proposed transaction has received the unanimous approval of the
general partners. See "Summary--Recommendations" in the Proxy Statement.



        (f) See "Background and Reasons for the Proposed Transaction--1999
Third-Party Bid Solicitation Process," "--Northland's 1999 Efforts to Purchase
NCP-Six Assets," "--Recission of Northland's 1999 Offer Due to Lack of
Acceptable Financing," and "--2000 Third-Party Bid Solicitation Process" in the
Proxy Statement. This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3.


ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS

        In response to the following subparts of Item 1014:


        (a) The Partnership received two appraisals concerning the proposed
transaction. One appraisal was performed by Daniels & Associates, L.P., and the
other appraisal was performed by Communications Equity Associates. See
"Appraisal Process and Fairness Opinion; Summary of Reports" in the Proxy
Statement and Exhibits I and J to the Proxy Statement. The Partnership received
a report summarizing bids received for the Partnerships assets in 1999, and a
separate report for bids received in 2000. Both reports were prepared by Daniels
& Associates. The general partners also received a fairness opinion from
Houlihan Lokey concerning the fairness of the consideration to be received by
the Partnership in the proposed transaction, from a financial point of view. See
"Appraisal Process and Fairness Opinion; Summary of Reports--Houlihan Lokey
Fairness Opinion" in the Proxy Statement and Exhibit K to the Proxy Statement.
No other outside experts were retained. The information in the Proxy Statement
referred to in this Item 9(a) is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.


        (b) (1)-(3) See response to (a) above. This information is
incorporated by reference.


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               (4) See "Projected Cash Available From Liquidation," including
Note 3 thereunder, and "Appraisal Process and Fairness Opinion: Summary of
Reports--Compensation and Material Relationships" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.

               (5) The managing general partner determined the amount of
consideration to be paid for the assets of the Partnership to be purchased in
the proposed transaction.


               (6) See response to (a) above. This information is incorporated
by reference.


        (c) The appraisals of Daniels & Associates and Communications Equity
Associates, and the fairness opinions of Houlihan Lokey are attached to the
Proxy Statement as Exhibits I, J and K, respectively.


ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

        In response to the following subparts of Item 1007:


        (a) See "Specific Terms of the Proposed Transaction--Payment of Purchase
Price and Financing Requirements" in the Proxy Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.

        (b) Although NCPI and NCN LLC have had discussions with their lenders
concerning financing of the acquisition of the assets of the Partnership, as of
April 25, 2001, no final loan agreement had been signed. No definitive
arrangements have been made to repay borrowings for the transaction.


        (c) See "Projected Cash Available from Liquidation" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3. The Partnership has paid or will be
responsible for paying all of these expenses.

        (d) See response to (b) above.

ITEM 11. INTEREST IN SECURITIES OF THE PARTNERSHIP

        In response to the following subparts of Item 1008:

        (a) See the fourth paragraph under "Summary--Voting at the Special
Meeting" in the Proxy Statement. This information is incorporated by reference
pursuant to General Instruction "G" to Schedule 13E-3.

        (b) No transaction in Units was effected during the past 60 days by the
Partnership or by any affiliate of the Partnership.

ITEM 12. RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION

        In response to the following subparts of Item 1012:

        (a) Each filing person currently plans to participate in the proposed
transaction if it is approved by the requisite holders of the majority of
unaffiliated Units in the Partnership. With respect to the voting of Units, see
the fourth paragraph of "Summary--Voting at the Special Meeting" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.


        (e) See "Summary-Recommendations" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.


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ITEM 13. FINANCIAL INFORMATION

        In response to the following subparts of Item 1010:

        (a) Required financial data and statements concerning the Partnership
are set forth under the heading "Financial Statements" in the Proxy Statement
and are organized as described below. This information is incorporated by
reference pursuant to General Instruction "G" to Schedule 13E-3.

        Financial Statements for the Years Ending December 31, 2000, 1999 and
1998 (audited):

                      Auditor's Opinion
                      Balance Sheets
                      Statements of Operations
                      Statements of Changes in Partners' Deficit
                      Statements of Cash Flows
                      Notes to Financial Statements

        (b) See "Projected Cash Available From Liquidation" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.


ITEM 14. PERSONS/ASSETS RETAINED, COMPENSATED, EMPLOYED OR USED

        In response to the following subparts of Item 1009:


        (a) Excluding Partnership assets which are proposed to be used as
consideration for the proposed transaction, Partnership assets will be utilized
to pay the transaction costs associated with the proposed transaction. In
addition, Partnership employees provided information in connection with the
appraisals by Daniels & Associates and Communications Equity Associates, in
connection with the third party bid solicitation conducted by Daniels &
Associates, and in connection with the due diligence performed by Houlihan Lokey
as a condition to the rendering of its fairness opinion.

        (b) No unaffiliated persons have been or are to be employed, retained or
compensated by the Partnership or by any person on behalf of the Partnership to
make solicitations in connection with the proposed transaction. See "The Special
Meeting -- Solicitation of Proxies" in the Proxy Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.


ITEM 15. ADDITIONAL INFORMATION

        In response to Item 1011(b):

        See the Notice of Special Meeting, Form of Proxy, and Proxy Statement.
This information is incorporated by reference pursuant to General Instruction
"G" to Schedule 13E-3.

ITEM 16. MATERIAL TO BE FILED AS EXHIBITS

        In response to the following subparts of Item 1016:


        (a) See Proxy Statement, including Exhibits A through L. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.


        (b) No executed loan agreement is available at this time.


        (c) See Exhibits I, J and K to the Proxy Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.

        (d) See "Northland Cable Networks LLC Asset Purchase Agreement,"
"Northland Cable Properties, Inc. Asset Purchase Agreement" and "NCP-Six
Liquidating Trust Agreement" attached as Exhibits E, F and L, respectively to
the Proxy Statement.


        (e) Disclosure materials to be furnished to security holders are
included in the Schedule 14A. This information is incorporated by reference
pursuant to General Instruction "G" to Schedule 13E-3. See response to Item 16.

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   9

        (f) Dissenters' rights are not available to partners under Washington
law with respect to a sale of substantially all of the Partnership's assets and
subsequent liquidation. Appraisal rights will not be voluntarily granted to
dissenting partners in connection with the proposed transaction. Dissenting
partners are protected under state law by virtue of the fiduciary duty of the
general partners to act with prudence in the business affairs of the Partnership
on behalf of both the general partners and the limited partners.


        (g) No persons have been employed by the Partnership to make oral
solicitations or recommendations to security holders.


                                   ---------------------------------------------

                                   SIGNATURES

        After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.


        Dated April 25, 2001.


                                       NORTHLAND CABLE PROPERTIES SIX
                                       LIMITED PARTNERSHIP

                                       By:  NORTHLAND COMMUNICATIONS CORPORATION
                                            Managing General Partner

                                            By: /s/ JOHN S. WHETZELL
                                                --------------------------------
                                                John S. Whetzell, President


                                            By: /s/ RICHARD I. CLARK
                                                --------------------------------
                                                Richard I. Clark, Vice President


                                       NORTHLAND COMMUNICATIONS CORPORATION

                                       By: /s/ JOHN S. WHETZELL
                                           -------------------------------------
                                           John S. Whetzell, President


                                       By: /s/ RICHARD I. CLARK
                                           -------------------------------------
                                           Richard I. Clark, Vice President


                                       FN EQUITIES JOINT VENTURE

                                       By:  FN EQUITIES, INC., Partner

                                            By: /s/ JOHN S. SIMMERS
                                                --------------------------------
                                                John S. Simmers, Vice President

                                            By: /s/ JOHN S. SIMMERS
                                                --------------------------------
                                                JOHN S. SIMMERS, Partner

                                       By:  FN NETWORK PARTNERS, LTD., Partner

                                            By: /s/ JOHN S. SIMMERS
                                                --------------------------------
                                                John S. Simmers, General Partner


                                       /s/ JOHN S. WHETZELL
                                       --------------------------------
                                       John S. Whetzell


                                       /s/ RICHARD I. CLARK
                                       --------------------------------
                                       Richard I. Clark




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