UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-KSB



[X]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2006



[ ]

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



For the transition period  _________to _________



Commission file number 0-13112



REAL ESTATE ASSOCIATES LIMITED VI

(Name of small business issuer in its charter)



|                                |                     
|------------------------------- | --------------------
|California                      | 95-3778627          
|(State or other jurisdiction of | (I.R.S. Employer    
|incorporation or organization)  | (Identification No.)



55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)



(864) 239-1000

Issuer's telephone number



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



None



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



Limited Partnership Interests

(Title of class)



Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act [ ]



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



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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]  No[X]



State issuer's revenues for its most recent fiscal year.   $97,000



State the aggregate market value of the voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests as of December 31, 2006.  No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.



DOCUMENTS INCORPORATED BY REFERENCE

None



The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; the competitive environment in which the Registrant operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks; including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, and possible environmental liabilities. Readers should carefully review the Registrants financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant files from time to time with the Securities and Exchange Commission.



PART I



ITEM 1.

DESCRIPTION OF BUSINESS



Real Estate Associates Limited VI ("REAL VI" or the "Partnership") is a limited partnership which was formed under the laws of the State of California on October 12, 1982. On April 22, 1983, REAL VI offered 4,200 units consisting of 8,400 limited partnership interests and warrants to purchase a maximum of 8,400 additional limited partnership interests through a public offering managed by E.F. Hutton Inc. The Partnership shall be dissolved only upon the expiration of 50 complete calendar years (December 31, 2032) from the date of the formation of the Partnership or the occurrence of other events as specified in the Partnership Agreement. The principal business of the Partnership is to invest, directly or indirectly, in other limited partnerships which own or lease and operate federal, state and local government-assisted housing projects.



The general partners of REAL VI are National Partnership Investments Corp. ("NAPICO" or the Corporate General Partner), a California Corporation, and National Partnership Investments Associates (NAPIA or the Non-corporate General Partner), a limited partnership.  The Corporate General Partner is an affiliate of Apartment Investment and Management Company (AIMCO), a publicly traded real estate investment trust.  The business of REAL VI is conducted primarily by NAPICO.



On December 3, 2001, Casden Properties Inc., entered into a merger agreement and certain other transaction documents with AIMCO, a publicly traded real estate investment trust and certain of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden Properties Inc. and its subsidiaries, including 100% of the outstanding capital stock of NAPICO.  Prior to March 11, 2002, Casden Properties Inc. owned a 95.25% economic interest in NAPICO, with the balance owned by Casden Investment Corporation (CIC). CIC, which is wholly owned by Alan I. Casden, owned 95% of the voting common stock of NAPICO prior to March 11, 2002.



REAL VI holds limited partnership interests in 14 local limited partnerships (the Local Limited Partnerships). In addition the Partnership holds a general partner interest in Real Estate Associates III (REA III) which, in turn, holds limited partnership interests in three additional Local Limited Partnerships. In total, therefore, the Partnership holds interests, either directly or indirectly through REA III, in 17 Local Limited Partnerships. Each of the Local Limited Partnerships owns a low income housing project which is subsidized and/or has a mortgage note payable to or insured by agencies of the federal or local government. The Partnership sold its interests in 10 Local Limited Partnerships in December 1998. In 2003, the Partnership sold its interest in one Local Limited Partnership and the interest in another Local Limited Partnership was foreclosed on by a noteholder. In 2005, two of the Local Limited Partnerships sold their investment properties and the Partnership assigned its interest in another Local Limited Partnership. In 2006, the Partnership sold its interest in one Local Limited Partnership and one Local Limited Partnership entered into a contract to sell its investment property to a third party.



The partnerships in which REAL VI has invested were, at least initially, organized by private developers who acquired the sites, or options thereon, and applied for applicable mortgage insurance and subsidies.  REAL VI became the principal limited partner in these Local Limited Partnerships pursuant to arm's-length negotiations with these developers, or others, who act as general partners.  As a limited partner, REAL VI's liability for obligations of the Local Limited Partnerships is limited to its investment.  The local general partner of the Local Limited Partnerships retains responsibility for developing, constructing, maintaining, operating and managing the project.  Under certain circumstances of default, REAL VI has the right to replace the general partner of the Local Limited Partnership, but otherwise does not have control of sale or refinancing, etc.



Although each of the Local Limited Partnerships in which REAL VI has invested generally owns a project which must compete in the market place for tenants, interest subsidies and rent supplements from governmental agencies make it possible to offer these dwelling units to eligible "low income" tenants at a cost significantly below the market rate for comparable conventionally financed dwelling units in the area.



The Partnership has no employees. Management and administrative services are performed for the Partnership by the Corporate General Partner and agents retained by the Corporate General Partner.



In order to stimulate private investment in low income housing, the federal government and certain state and local agencies have provided significant ownership incentives, including among others, interest subsidies, rent supplements, and mortgage insurance, with the intent of reducing certain market risks and providing investors with certain tax benefits, plus limited cash distributions and the possibility of long-term capital gains.  There remain, however, significant risks.  The long-term nature of investments in government assisted housing limits the ability of REAL VI to vary its portfolio in response to changing economic, financial and investment conditions; such investments are also subject to changes in local economic circumstances and housing patterns, as well as rising operating costs, vacancies, rent collection difficulties, energy shortages and other factors which have an impact on real estate values.  These projects also require greater management expertise and may have higher operating expenses than conventional housing projects.



The current policy of the United States Department of Housing and Urban Development (HUD) has determined not to renew the Housing Assistance Payment (HAP) Contracts on a long term basis on the existing terms.  In connection with renewals of the HAP Contracts under current law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may be the case under existing HAP Contracts.  The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD (FHA) unless such mortgage loans are restructured.  In order to address the reduction in payments under HAP Contracts as a result of current policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 (MAHRAA) provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program.  Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest rate second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan. This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy.



When the HAP Contracts are subject to renewal, there can be no assurance that the Local Limited Partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA.  In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain.



Laws benefiting disabled persons may result in the Local Limited Partnerships' incurrence of unanticipated expenses.  Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to the Local Limited Partnerships properties, or restrict renovations of the properties.  Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although the Corporate General Partner believes that the Local Limited Partnerships properties are substantially in compliance with present requirements, the Local Limited Partnerships may incur unanticipated expenses to comply with the ADA and the FHAA.



During the year ended December 31, 2006, all of the projects in which REAL VI had invested were substantially rented.  The following is a schedule of the status as of December 31, 2006, of the projects owned by Local Limited Partnerships in which REAL VI, either directly or indirectly through REA III, is a limited partner.



|                     |        |                                    |                  |               |              
|-------------------- | ------ | ---------------------------------- | ---------------- | ------------- | -------------
|                     |        | SCHEDULE OF PROJECTS OWNED BY      |                  |               |              
|                     |        | LOCAL LIMITED PARTNERSHIPS         |                  |               |              
|                     |        | IN WHICH REAL VI HAS AN INVESTMENT |                  |               |              
|                     |        | December 31, 2006                  |                  |               |              
|                     |        |                                    |                  |               |              
|                     |        | Financed,                          | Units            |               |              
|                     |        | Insured                            | Authorized       | Percentage of | Percentage of
|                     |        | And                                | For Rental       | Total Units   | Total Units  
|                     | No. of | Subsidized                         | Assistance Under | Occupied      | Occupied     
|Name and Location    | Units  | Under                              | Section 8 (E)    | 2006          | 2005         
|                     |        |                                    |                  |               |              
|Cady Brook Apts      |        |                                    |                  |               |              
|Charlton, MA         | 40     | (D)                                | --               | 93%           | 98%          
|                     |        |                                    |                  |               |              
|Cassady Village      |        |                                    |                  |               |              
|Columbus, OH         | 98     | (A)                                | 50               | 78%           | 93%          
|                     |        |                                    |                  |               |              
|Crockett Manor       |        |                                    |                  |               |              
|Trenton, TN          | 38     | (C)                                | 38               | 99%           | 95%          
|                     |        |                                    |                  |               |              
|Eastridge Apts       |        |                                    |                  |               |              
|Bristol, VA          | 96     | (C)                                | 65               | 85%           | 64%          
|                     |        |                                    |                  |               |              
|Grant-Ko Enterprises |        |                                    |                  |               |              
|Platteville, WI      | 40     | (D)                                | 16               | 92%           | 82%          
|                     |        |                                    |                  |               |              
|Hummelstown Manor    |        |                                    |                  |               |              
|Hummelstown, PA      | 51     | (D)                                | 50               | 99%           | 97%          
|                     |        |                                    |                  |               |              
|Kentucky Manor       |        |                                    |                  |               |              
|Oak Grove, KY        | 48     | --                                 | --               | 86%           | 93%          
|                     |        |                                    |                  |               |              
|Marshall Plaza I     |        |                                    |                  |               |              
|Lorain, OH           | 40     | (B)                                | 39               | 93%           | 94%          









|                       |                                                |                               |                  |               |              
|---------------------- | ---------------------------------------------- | ----------------------------- | ---------------- | ------------- | -------------
|                       |                                                | SCHEDULE OF PROJECTS OWNED BY |                  |               |              
|                       |                                                | LOCAL LIMITED PARTNERSHIPS    |                  |               |              
|                       | IN WHICH REAL VI HAS AN INVESTMENT (continued) |                               |                 
|                       |                                                | December 31, 2006             |                  |               |              
|                       |                                                |                               |                  |               |              
|                       |                                                | Financed,                     | Units            |               |              
|                       |                                                | Insured                       | Authorized       | Percentage of | Percentage of
|                       |                                                | And                           | For Rental       | Total Units   | Total Units  
|                       | No. of                                         | Subsidized                    | Assistance Under | Occupied      | Occupied     
|Name and Location      | Units                                          | Under                         | Section 8 (E)    | 2006          | 2005         
|                       |                                                |                               |                  |               |              
|Marshall Plaza II      |                                                |                               |                  |               |              
|Lorain, OH             | 50                                             | (B)                           | 48               | 95%           | 95%          
|                       |                                                |                               |                  |               |              
|New Bel-Mo             |                                                |                               |                  |               |              
|New Glarus, Belleville |                                                |                               |                  |               |              
|Monticello, WI         | 16                                             | (D)                           | 16               | 89%           | 90%          
|                       |                                                |                               |                  |               |              
|Oakridge Park II       |                                                |                               |                  |               |              
|Biloxi, MS             | 48                                             | (D)                           | --               | 95%           | 91%          
|                       |                                                |                               |                  |               |              
|Oakwood Manor          |                                                |                               |                  |               |              
|Milan, TN              | 34                                             | --                            | 34               | 75%           | 100%         
|                       |                                                |                               |                  |               |              
|Park Place             |                                                |                               |                  |               |              
|Ewing, NJ              | 126                                            | --                            | 125              | 98%           | 98%          
|                       |                                                |                               |                  |               |              
|Sauk-Ko Enterprises    |                                                |                               |                  |               |              
|Baraboo, WI            | 30                                             | (D)                           | 20               | 81%           | 74%          
|                       |                                                |                               |                  |               |              
|Sol 413                |                                                |                               |                  |               |              
|Old San Juan, PR       | 12                                             | (B)                           | 12               | 100%          | 100%         
|                       |                                                |                               |                  |               |              
|Valley Oaks Senior     |                                                |                               |                  |               |              
|Gault, CA              | 50                                             | State Program                 | 43               | 99%           | 99%          
|                       |                                                |                               |                  |               |              
|Villas de Orocovix     |                                                |                               |                  |               |              
|Orocovix, PR           | 41                                             | (D)                           | 41               | 100%          | 100%         
|                       |                                                |                               |                  |               |              
|Totals                 | 858                                            |                               | 597              |               |              



(A)

The mortgage is insured by the Federal Housing Administration under the provisions of Section 236 of the National Housing Act.



(B)

The mortgage is insured by the Federal Housing Administration under the provisions of Section 221(d)(3) of the National Housing Act.



(C)

The mortgage is insured by the Federal Housing Administration under the provisions of Section 221(d)(4) of the National Housing Act.



(D)

The mortgage is insured by the Federal Housing Administration under the provisions of Section 5115(b) and 521 of the National Housing Act.







(E)

Section 8 of Title II of the Housing and Community Development Act of 1974.



The following table details the Partnerships ownership percentages of the Local Limited Partnerships and the cost of acquisition of such ownership.  All interests are limited partner interests.  Also included is the total mortgage encumbrance on each property for each of the Local Limited Partnerships as of December 31, 2006.



|                       |            |                |                |                 
|---------------------- | ---------- | -------------- | -------------- | ----------------
|                       | REAL VI    | Original Cost  |                | Notes Payable   
|                       | Percentage | of Ownership   | Mortgage       | And             
|Partnership            | Interest   | Interest       | Notes          | Accrued Interest
|                       |            | (in thousands) | (in thousands) | (in thousands)  
|                       |            |                |                |                 
|Cady Brook Apts        | 95.00%     | $   200        | $   815        | $    94         
|Charlton, MA           |            |                |                |                 
|                       |            |                |                |                 
|Cassady Village        | 98.99%     | 54             | 602            | --              
|Columbus, OH           |            |                |                |                 
|                       |            |                |                |                 
|Crockett Manor         | 99.00%     | 215            | 978            | --              
|Trenton, TN            |            |                |                |                 
|                       |            |                |                |                 
|Eastridge Apts         | 99.00%     | 220            | 223            | --              
|Bristol, VA            |            |                |                |                 
|                       |            |                |                |                 
|Grant-Ko Enterprises   | 95.00%     | 213            | 1,192          | --              
|Platteville, WI        |            |                |                |                 
|                       |            |                |                |                 
|Hummelstown Manor      | 95.00%     | 330            | 1,685          | --              
|Hummelstown, PA        |            |                |                |                 
|                       |            |                |                |                 
|Kentucky Manor         | 95.00%     | 250            | (A)            | (A)             
|Oak Grove, KY          |            |                |                |                 
|                       |            |                |                |                 
|Marshall Plaza I       | 98.99%     | 140            | 65             | --              
|Lorain, OH             |            |                |                |                 
|                       |            |                |                |                 
|Marshall Plaza II      | 98.99%     | 180            | 102            | --              
|Lorain, OH             |            |                |                |                 
|                       |            |                |                |                 
|New-Bel-Mo             | 95.00%     | 167            | 362            | --              
|New Glarus, Belleville |            |                |               
|Monticello, WI         |            |                |                |                 
|                       |            |                |                |                 
|Oakridge Park II       | 95.00%     | 221            | 1,162          | --              
|Biloxi, MS             |            |                |                |                 
|                       |            |                |                |                 
|Oakwood Manor          | 99.00%     | 148            | 442            | --              
|Milan, TN              |            |                |                |                 
|                       |            |                |                |                 
|Park Place             | 90.00%     | 1,182          | 3,710          | --              
|Ewing, NJ              |            |                |                |                 













|                    |            |                |                |                 
|------------------- | ---------- | -------------- | -------------- | ----------------
|                    | REAL VI    | Original Cost  |                | Notes Payable   
|                    | Percentage | of Ownership   | Mortgage       | And             
|Partnership         | Interest   | Interest       | Notes          | Accrued Interest
|                    |            | (in thousands) | (in thousands) | (in thousands)  
|                    |            |                |                |                 
|Sauk-Ko Enterprises | 95.00%     | $   182        | $   635        | $    --         
|Baraboo, WI         |            |                |                |                 
|                    |            |                |                |                 
|Sol 413             | 98.90%     | 100            | 324            | 107             
|Old San Juan, PR    |            |                |                |                 
|                    |            |                |                |                 
|Valley Oaks Senior  | 99.00%     | 315            | 1,771          | --              
|Gault, CA           |            |                |                |                 
|                    |            |                |                |                 
|Villas de Orocovix  | 99.00%     | 270            | 1,341          | --              
|Orocovix, PR        |            |                |                |                 
|                    |            |                |                |                 
|TOTALS              |            | $4,387         | $15,409        | $201            



(A)

Financial information is unavailable for Kentucky Manor for 2006.



Although each Local Limited Partnership in which the Partnership has invested owns an apartment complex which must compete with other apartment complexes for tenants, government mortgage interest and rent subsidies make it possible to rent units to eligible tenants at below market rates.  In general, this insulates the properties from market competition.



ITEM 2.

DESCRIPTION OF PROPERTIES



See Item 1. Description of Business for the real estate owned by the Partnership through the ownership of limited partnership interests in Local Limited Partnerships.



ITEM 3.

LEGAL PROCEEDINGS



The Corporate General Partner is involved in various lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the Corporate General Partner, the claims will not result in any material liability to the Partnership.



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



The unit holders of the Partnership did not vote on any matters through the solicitation of proxies or otherwise during the quarter ended December 31, 2006.











PART II



ITEM 5.

MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED PARTNERSHIP MATTERS



The Limited Partnership Interests are not traded on a public exchange but were sold through a public offering managed by E.F. Hutton Inc. It is not anticipated that any active public market will develop for the purchase and sale of any partnership interest, therefore an investor may be unable to sell or otherwise dispose of his or her interest in the partnership.  Limited Partnership Interests may be transferred only if certain requirements in the Partnership Agreement are satisfied.  At December 31, 2006, there were 3,001 registered holders of units in REAL VI holding 16,714 partnership interests.  The Partnership has invested in certain government assisted projects under programs, which in many instances restrict the cash return available to project owners.  The Partnership was not designed to provide cash distributions to investors in circumstances other than refinancing or disposition of its investments in Local Limited Partnerships. No distributions were made during the years ended December 31, 2006 and 2005.



In addition to its indirect ownership of the general partnership interest in the Partnership, AIMCO and its affiliates owned 878.5 limited partnership units (the "Units") (or 1,757 limited partnership interests) in the Partnership representing 10.51% of the outstanding Units at December 31, 2006. A Unit consists of two limited partnership interests. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.



ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



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



The Corporate General Partner monitors developments in the area of legal and regulatory compliance and is studying new Federal laws, including the Sarbanes-Oxley Act of 2002. For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, the Partnership expects that it will incur higher expenses related to compliance.



Liquidity and Capital Resources



The Partnership's primary sources of funds include interest income earned from investing available cash and distributions from Local Limited Partnerships in which the Partnership has invested. It is not expected that any of the Local Limited Partnerships in which the Partnership has invested will generate cash flow sufficient to provide for distributions to the Partnership's limited partners in any material amount.



Distributions received from Local Limited Partnerships are recognized as a reduction of the investment balance until the investment balance has been reduced to zero or to a negative amount equal to future capital contributions required. Subsequent distributions received are recognized as income. The Partnership received distributions from the Local Limited Partnerships of approximately $12,000 and $4,404,000 during the years ended December 31, 2006 and 2005, respectively.













During 2005, an affiliate of the Corporate General Partner advanced the Partnership approximately $378,000 to fund payment of New Jersey tax obligations. Interest was charged at the prime rate plus 2% and amounted to approximately $7,000 for the year ended December 31, 2005. There were no such advances during the year ended December 31, 2006. During the year ended December 31, 2005, the Partnership repaid approximately $385,000 in advances and accrued interest.



As of December 31, 2006 and 2005, the Partnership had cash and cash equivalents of approximately $2,048,000 and $1,830,000, respectively. Substantially all of this cash is on deposit with a financial institution earning interest at market rates. This resulted in the Partnership earning approximately $97,000 and $40,000 in interest income for the years ended December 31, 2006 and 2005, respectively. The amount of interest income varies with market rates available on deposits and with the amount of funds available for investment. Cash equivalents can be converted to cash to meet obligations of the Partnership as they arise. The Partnership intends to continue investing available funds in this manner.



Results of Operations



At December 31, 2006, the Partnership had investments in 14 Local Limited Partnerships and a general partner interest in REA III which, in turn, holds limited partnership interests in three additional Local Limited Partnerships, all of which own housing projects, most of which were substantially rented. The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions, of the Local Limited Partnerships that would require or allow for consolidation.  Accordingly, the Partnership accounts for its investment in the Local Limited Partnerships using the equity method. Thus the individual investments are carried at cost plus the Partnerships share of the Local Limited Partnerships profits less the Partnerships share of the Local Limited Partnerships losses, distributions and any impairment charges. However, since the Partnership is not legally liable for the obligations of the Local Limited Partnerships, or is not otherwise committed to provide additional support to them, it does not recognize losses once its investment in each of the Local Limited Partnerships reaches zero.  Distributions from the Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero.  Subsequent distributions received are recognized as income in the accompanying statements of operations.  For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Limited Partnerships only to the extent of distributions received and amortization of acquisition costs from those Local Limited Partnerships.



The investment balance in 15 out of 17 Local Limited Partnerships have been reduced to zero as of December 31, 2006. The Partnership still has an investment balance in Cassady Village and Park Place Limited Partnerships.



The Partnership recognized equity in income (loss) and amortization of acquisition costs of Local Limited Partnerships of approximately $11,000 and ($27,000) for the years ended December 31, 2006 and 2005, respectively.



At times, advances are made to the Local Limited Partnerships. Advances made by the Partnership to the individual Local Limited Partnerships are considered part of the Partnerships investment in the Local Limited Partnership. Advances made to Local Limited Partnerships for which the investment has been reduced to zero are charged to expense. During the year ended December 31, 2006, approximately $30,000 was advanced to the Local Limited Partnerships and was recognized as expense in the accompanying consolidated statement of operations. During the year ended December 31, 2006, the Partnership received approximately $59,000 from Fillmore as a partial payment of advances made by the Partnership. These advances were fully reserved and the collection is reflected as a reduction to advances charged to expense. As a result of these transactions, advances recognized as expense in the consolidated statement of operations for the year ended December 31, 2006 included in Item 7. Financial Statements, are a net credit balance of approximately $29,000. During the year ended December 31, 2005, approximately $83,000 was advanced to the Local Limited Partnerships and was recognized as expense in the accompanying consolidated statement of operations included in Item 7. Financial Statements.



In May 2005, the property in one of the Local Limited Partnerships, Lonsdale Housing Associates, was sold to a third party.  The Partnership received proceeds from the sale of approximately $2,400,000.  In addition, proceeds of approximately $1,992,000 were sent directly to the note holder to satisfy the principal and accrued interest on the investor note (see Note 3  included in Item 7. Financial Statements).  The Partnership recognized income from distributions of approximately $4,392,000 during the year ended December 31, 2005 in connection with this sale since the investment balance in the Local Limited Partnership had been reduced to zero.



On September 27, 2005, a Local Limited Partnership, Fillmore Investors, Ltd., (Fillmore) sold its investment property, consisting of 32 units, for a sales price of approximately $150,000. The proceeds from the sale were used to pay the outstanding liabilities of Fillmore and there was no distribution to the partners of the Local Limited Partnership. The Partnership had no remaining investment balance in Fillmore. During the year ended December 31, 2006, the Partnership received approximately $59,000 from Fillmore as a partial payment of advances made by the Partnership. These advances were fully reserved and the collection is reflected as a reduction to advances charged to expense.



On June 2, 2005, the Partnership entered into an agreement (the Assignment Agreement) pursuant to which the Partnership and Boyton Associates, Ltds (Boynton) general partners agreed to assign their interest in Boynton to two third-party purchasers.  On September 28, 2005, pursuant to the terms of the Assignment Agreement, the Partnership withdrew as the limited partner in Boynton and acknowledged that it has no further interest in Boynton.  The Partnership had no remaining investment balance in Boyton.



On July 25, 2006, the Partnership and two individuals, who are both affiliated with the general partner of Parkesedge Associates, entered into an Assignment and Assumption Agreement to provide for the assignment of the Partnerships limited partnership interest and extinguishment of the remaining capital contribution due to Parkesedge Associates by the Partnership. During the year ended December 31, 2006, the Partnership received approximately $390,000 of cash and wrote off the remaining capital contribution payable to Parkesedge Associates of approximately $122,000. The Partnership recognized a gain on the sale of approximately $512,000 as the investment balance in the Local Limited Partnership had been reduced to zero.



Interest income increased for the year ended December 31, 2006 as a result of an increase in the average cash balance and an increase in the interest rate earned on such cash balances.



Distributions from the Local Limited Partnerships in which the Partnership did not have an investment balance remaining were approximately $12,000 and $4,404,000 for the years ended December 31, 2006 and 2005, respectively.  These amounts were recognized as income on the accompanying consolidated statements of operations, in accordance with the equity method of accounting.



Total revenues from continuing operations for the Local Limited Partnerships were approximately $5,525,000 and $5,551,000 for the years ended December 31, 2006 and 2005, respectively.



Total expenses from continuing operations for the Local Limited Partnerships were approximately $5,641,000 and $5,628,000 for the years ended December 31, 2006 and 2005, respectively.



Total loss from continuing operations for the Local Limited Partnerships was approximately $116,000 for the year ended December 31, 2006 and total loss from continuing operations was approximately $77,000 for the year ended December 31, 2005. The loss from continuing operations allocated to the Partnership was approximately $127,000 and $85,000 for 2006 and 2005, respectively but is not fully recognized on the consolidated statements of operations included in Item 7. Financial Statements because the Partnerships remaining investment balance in certain Local Limited Partnerships has been reduced to zero.



A recurring partnership expense is the annual management fee.  The fee is payable to the Corporate General Partner of the Partnership and is calculated at 0.4 percent of the Partnership's original remaining invested assets. The management fee is paid to the Corporate General Partner for its continuing management of the Partnerships affairs.  The fee is payable beginning with the month following the Partnership's initial investment in a Local Limited Partnership.  Management fees were approximately $115,000 and $159,000 for the years ended December 31, 2006 and 2005, respectively. The decrease in the annual management fee is the result of a reduction in investment assets on which such fees are based.



Operating expenses, other than management fees, consist of legal and accounting fees for services rendered to the Partnership and general and administrative expenses. Legal and accounting fees were approximately $84,000 and $85,000 for the years ended December 31, 2006 and 2005, respectively.



General and administrative expenses were approximately $36,000 and $43,000 for the years ended December 31, 2006 and 2005, respectively. Included in general and administrative expenses for the year ended December 31, 2005 are reimbursements to NAPICO for certain expenses, which totaled approximately $23,000. There were no reimbursements to NAPICO for the year ended December 31, 2006. The decrease in general and administrative expenses is due to the decrease in reimbursements to NAPICO partially offset by costs paid on behalf of Boynton Associates, Ltd. by the Partnership during 2006.



The Partnership incurs expense for certain New Jersey state taxes.  For the years ended December 31, 2006 and 2005, the tax expense was approximately $44,000 and $61,000, respectively.  The decrease in the New Jersey tax expense is due to a credit received in 2006 for each of the years 2006 and 2005 related to a Local Limited Partnership.



During the year ended December 31, 2005, the Corporate General Partner advanced to the Partnership approximately $378,000 to pay New Jersey tax obligations. Interest on advances was charged at the prime rate plus 2% and amounted to approximately $7,000 for the year ended December 31, 2005.  During the year ended December 31, 2005, the Partnership repaid approximately $385,000 in advances and accrued interest. There were no advances during the year ended December 31, 2006.



Interest expense on non-recourse notes payable was approximately $66,000 and $103,000 for the year ended December 31, 2006 and 2005. The decrease was due to the payoff of the note payable in May of 2005 related to Lonsdale Housing Associates.



The current policy of the United States Department of Housing and Urban Development (HUD) has determined not to renew the Housing Assistance Payment (HAP) Contracts on a long term basis on the existing terms.  In connection with renewals of the HAP Contracts under current law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may be the case under existing HAP Contracts.  The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD (FHA) unless such mortgage loans are restructured.  In order to address the reduction in payments under HAP Contracts as a result of current policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 (MAHRAA) provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest rate second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan. This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy.



When the HAP Contracts are subject to renewal, there can be no assurance that the Local Limited Partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA.  In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain.



The Partnership is obligated on non-recourse notes payable of $690,000, which bear interest at 9.5 percent per annum and have principal maturities ranging from December 1999 to December 2012. The notes and related interest are payable from cash flow generated from operations of the related rental properties as defined in the notes. These obligations are collateralized by the Partnerships investments in the Local Limited Partnerships. Unpaid interest is due at maturity of the notes. One note payable and related accrued interest aggregating approximately $1,637,000, relating to Cassady Village Apartments, Ltd. (Cassady Village), became payable prior to December 31, 2006 and is currently in default. During the year ended December 31, 2005, the Partnership entered into an agreement with the non-recourse note holder for Cassady Village to permit them to purchase a series of projects including the properties owned by the Local Limited Partnerships Cassady Village and Marshall Plaza I & II Apartments.  Pending the decision to purchase one of the above properties and enter into a purchase agreement, the note holder agreed to forebear taking any action under the note for such period.  The Partnerships investment balance in Cassady Village at December 31, 2006 was approximately $80,000.  The Partnerships investment balance in Marshall Plaza I & II Apartments at December 31, 2006 was zero.



The Partnership, as a limited partner in the Local Limited Partnerships in which it has invested, is subject to the risks incident to the management and ownership of improved real estate.  The Partnership investments are also subject to adverse general economic conditions, and, accordingly, the status of the national legislation which could increase vacancy levels, rental payment defaults, and operating expenses, which in turn could substantially increase the risk of operating losses for the projects.



Off-Balance Sheet Arrangements



The Partnership owns limited partnership interests in unconsolidated Local Limited Partnerships, in which the Partnerships ownership percentage ranges from 90% to 99%.  However, based on the provisions of the relevant partnership agreements, the Partnership, as a limited partner, does not have control or a contractual relationship with the Local Limited Partnerships that would require or allow for consolidation under accounting principles generally accepted in the United States (see Note 1  Organization and Summary of Significant Accounting Policies of the financial statements in Item 7. Financial Statements).  There are no lines of credit, side agreements or any other derivative financial instruments between the Local Limited Partnerships and the Partnership.  Accordingly the Partnerships maximum risk of loss related to these unconsolidated Local Limited Partnerships is limited to the recorded investments in and receivables from the Local Limited Partnerships.  See Note 2  Investments In and Advances to Local Limited Partnerships of the financial statements in Item 7. Financial Statements for additional information about our investments in unconsolidated Local Limited Partnerships.



Other



In addition to its indirect ownership of the general partnership interest in the Partnership, AIMCO and its affiliates owned 878.5 limited partnership units (the "Units") (or 1,757 limited partnership interests) in the Partnership representing 10.51% of the outstanding Units at December 31, 2006. A Unit consists of two limited partnership interests. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.



FASB Interpretation No. 46



As of December 31, 2004, the Partnership adopted FASB Interpretation No. 46, Consolidation of Variable Interest Entities (or FIN 46) and applied its requirements to all Local Limited Partnerships in which the Partnership held a variable interest.  FIN 46 addresses the consolidation by business enterprises of variable interest entities.  Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics:  (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entitys activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entitys activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE.



Upon adoption of FIN 46, the Partnership determined it held variable interests in 15 VIEs for which the Partnership was not the primary beneficiary.  During the year ended December 31, 2005, the Partnership identified five additional VIEs in which it held a variable interest and was not the primary beneficiary.  During the year ended December 31, 2005, the number of VIEs was reduced by two due to the assignment of the interest in Boynton Associates, Ltd. and the sale of the property held by Fillmore Investors, Ltd. During the year ended December 31, 2006, the number of VIEs was reduced by one due to the assignment of the interest in Parkesedge Associates. The remaining 17 VIEs consist of Local Limited Partnerships in which the Partnership acquired an interest prior to the adoption of FIN 46 that are directly engaged in the ownership and management of 17 apartment properties with a total of 858 units.  The Partnership is involved with those VIEs as a non-controlling limited partner equity holder.  The Partnerships maximum exposure to loss as a result of its involvement with the unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from these VIEs, which was approximately $364,000 at December 31, 2006.  The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.



Critical Accounting Policies and Estimates



A summary of the Partnerships significant accounting policies is included in Note 1  Organization and Summary of Significant Accounting Policies which is included in the consolidated financial statements in Item 7. Financial Statements.  The Corporate General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the consolidated financial statements with useful and reliable information about the Partnerships operating results and financial condition. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.  Judgments and assessments of uncertainties are required in applying the Partnerships accounting policies in many areas. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.



Method of Accounting for Investments in Limited Partnerships



The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnership or exercise control over the activities and operations, including refinancing or selling decisions, of the Local Limited Partnerships that would require or allow for consolidation. Accordingly, the Partnership accounts for its investments in the Local Limited Partnerships using the equity method. The Partnership is allocated profits and losses of the Local Limited Partnerships based upon its respective ownership percentages of between 90% and 99%. The Partnership is also entitled to 99.9% of the profits and losses of REA III. REA III is entitled to a 99% interest in each of the Local Limited Partnerships in which it has invested. Distributions of surplus cash from operations from most of the Local Limited Partnerships are restricted by the Local Limited Partnerships Regulatory Agreements with the United States Department of Housing and Urban Development (HUD). These restrictions limit the distribution to a portion, generally less than 10%, of the initial invested capital. The excess surplus cash is deposited into a residual receipts reserve, of which the ultimate realization by the Partnership is uncertain as HUD frequently retains it upon sale or dissolution of the Local Limited Partnership. The Partnership is allocated profits and losses and receives distributions from refinancings and sales in accordance with the Local Limited Partnerships partnership agreements. These agreements usually limit the Partnerships distributions to an amount substantially less than its ownership percentage in the Local Limited Partnership.



The individual investments are carried at cost plus the Partnerships share of the Local Limited Partnerships profits less the Partnerships share of the Local Limited Partnerships losses, distributions and impairment charges. The Partnership is not legally liable for the obligations of the Local Limited Partnerships and is not otherwise committed to provide additional support to them. Therefore, it does not recognize losses once its investment in each of the Local Limited Partnerships reaches zero.  Distributions from the Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the accompanying consolidated statements of operations.



For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Limited Partnerships only to the extent of distributions received and amortization of acquisition costs from those Local Limited Partnerships.  Therefore, the Partnership limits its recognition of equity earnings to the amount it expects to ultimately realize.













ITEM 7.

FINANCIAL STATEMENTS



Real Estate Associates Limited VI



LIST OF FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm



Consolidated Balance Sheet  December 31, 2006



Consolidated Statements of Operations  Years ended December 31, 2006 and 2005



Consolidated Statements of Changes in Partners (Deficiency) Capital  Years ended December 31, 2006 and 2005



Consolidated Statements of Cash Flows  Years ended December 31, 2006 and 2005



Notes to Consolidated Financial Statements















Report of Independent Registered Public Accounting Firm

















The Partners

Real Estate Associates Limited VI





We have audited the accompanying consolidated balance sheet of Real Estate Associates Limited VI as of December 31, 2006, and the related consolidated statements of operations, changes in partners' deficiency (capital), and cash flows for each of the two years in the period ended December 31, 2006. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Partnerships internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnerships internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Real Estate Associates Limited VI at December 31, 2006, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.



/s/Ernst & Young LLP



Greenville, South Carolina

April 13, 2007















REAL ESTATE ASSOCIATES LIMITED VI



CONSOLIDATED BALANCE SHEET



December 31, 2006

(in thousands)







|                                                                   |          |        
|------------------------------------------------------------------ | -------- | -------
|                                                                   |          |        
|Assets                                                             |          |        
|                                                                   |          |        
|Investments in and advances to Local Limited Partnerships (Note 2) |          | $   364
|Cash and cash equivalents                                          |          | 2,048  
|Other receivables                                                  |          | 166    
|                                                                   |          |        
|Total assets                                                       |          | $2,578 
|                                                                   |          |        
|Liabilities and Partners (Deficiency) Capital                     |          |        
|                                                                   |          |        
|Liabilities:                                                       |          |        
|Accounts payable and accrued expenses                              |          | $    50
|Taxes payable                                                      |          | 132    
|Notes payable and amounts due for partnership interests,           |          |        
|including $520 in default (Note 3)                                 |          | 698    
|Accrued interest payable, including $1,117 in default (Note 3)     |          | 1,497  
|                                                                   |          |        
|Partners (Deficiency) Capital:                                    |          |        
|General partners                                                   | $  (350) |        
|Limited partners                                                   | 551      | 201    
|                                                                   |          |        
|Total liabilities and partners (deficiency) capital               |          | $2,578 







See Accompanying Notes to Consolidated Financial Statements













REAL ESTATE ASSOCIATES LIMITED VI



CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per interest data)











|                                                          |                          |        
|--------------------------------------------------------- | ------------------------ | -------
|                                                          | Years Ended December 31,
|                                                          | 2006                     | 2005   
|Revenues:                                                 |                          |        
|Interest and other income                                 | $97                      | $40    
|                                                          |                          |        
|Operating Expenses:                                       |                          |        
|Management fees - partners (Note 4)                       | 115                      | 159    
|General and administrative (Note 4)                       | 36                       | 43     
|Legal and accounting                                      | 84                       | 85     
|Tax expense                                               | 44                       | 61     
|Interest (Note 3)                                         | 66                       | 103    
|Total operating expenses                                  | 345                      | 451    
|                                                          |                          |        
|Loss from partnership operations                          | (248)                    | (411)  
|Gain on sale of investment in Local Limited Partnership   |                          |        
|(Note 2)                                                  | 512                      | --     
|Distributions from Local Limited Partnerships             |                          |        
|recognized as income (Note 2)                             | 12                       | 4,404  
|Recoveries from/advances to Local Limited Partnerships    |                          |        
|recognized as income (expense)                            | 29                       | (83)   
|Equity in income (loss) of Local Limited Partnerships and |                          |        
|amortization of acquisition costs (Note 2)                | 11                       | (27)   
|                                                          |                          |        
|Net income (Note 5)                                       | $316                     | $3,883 
|                                                          |                          |        
|Net income allocated to general partners (1%)             | $     3                  | $    39
|Net income allocated to limited partners (99%)            | 313                      | 3,844  
|                                                          |                          |        
|                                                          | $316                     | $3,883 
|                                                          |                          |        
|Net income per limited partnership interest (Note 1)      | $18.70                   | $229.63





See Accompanying Notes to Consolidated Financial Statements













REAL ESTATE ASSOCIATES LIMITED VI



CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL

(in thousands, except partnership interests)









|                                  |          |          |         
|--------------------------------- | -------- | -------- | --------
|                                  | General  | Limited  |         
|                                  | Partners | Partners | Total   
|                                  |          |          |         
|Number of limited partnership     |          |          |         
|interests (A)                     |          | 16,714   |         
|                                  |          |          |         
|Partners' deficit at              |          |          |         
|December 31, 2004                 | $ (392)  | $(3,606) | $(3,998)
|                                  |          |          |         
|Net income for the year ended     |          |          |         
|December 31, 2005                 | 39       | 3,844    | 3,883   
|                                  |          |          |         
|Partners (deficiency) capital at |          |          |         
|December 31, 2005                 | (353)    | 238      | (115)   
|                                  |          |          |         
|Net income for the year ended     |          |          |         
|December 31, 2006                 | 3        | 313      | 316     
|                                  |          |          |         
|Partners (deficiency) capital    |          |          |         
|at December 31, 2006              | $(350)   | $551     | $201    



(A)

Consists of 16,714 and 16,740 partnership interests at December 31, 2006 and 2005, respectively. During 2006, 26 partnership interests were abandoned (Notes 1 and 8).





See Accompanying Notes to Consolidated Financial Statements













REAL ESTATE ASSOCIATES LIMITED VI



CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                         |                          |        
|-------------------------------------------------------- | ------------------------ | -------
|                                                         | Years Ended December 31,
|                                                         | 2006                     | 2005   
|Cash flows from operating activities:                    |                          |        
|Net income                                               | $    316                 | $ 3,883
|Adjustments to reconcile net income to net cash          |                          |        
|(used in) provided by operating activities:              |                          |        
|Distributions from Local Limited Partnerships            |                          |        
|recognized as income                                     | --                       | (1,992)
|Equity in (income) loss of Local Limited Partnerships    |                          |        
|and amortization of acquisition costs                    | (11)                     | 27     
|Advances to Local Limited Partnerships recognized        |                          |        
|as expense                                               | 29                       | 83     
|Gain on sale of investment in Local Limited              |                          |        
|Partnership                                              | (512)                    | --     
|Change in accounts:                                      |                          |        
|Other receivables                                        | (11)                     | (156)  
|Due to affiliates                                        | (12)                     | 12     
|Accounts payable and accrued expenses                    | (6)                      | 16     
|Accrued interest payable                                 | 66                       | 95     
|Taxes payable                                            | (4)                      | (242)  
|Net cash (used in) provided by operating                 |                          |        
|activities                                               | (145)                    | 1,726  
|Cash flows from investing activities:                    |                          |        
|Proceeds from sale of investment                         | 390                      | --     
|Distributions from Local Limited Partnerships recognized |                          |        
|as a reduction of the investment balance                 | 2                        | --     
|Advances to Local Limited Partnerships                   | (29)                     | (82)   
|Net cash provided by (used in) investing activities      | 363                      | (82)   
|Cash flows from financing activities:                    |                          |        
|Advances from affiliates                                 | --                       | 378    
|Repayment of advances from affiliates                    | --                       | (378)  
|Net cash used in financing activities                    | --                       | --     
|Net increase in cash and cash equivalents                | 218                      | 1,644  
|Cash and cash equivalents, beginning of year             | 1,830                    | 186    
|Cash and cash equivalents, end of year                   | $2,048                   | $1,830 
|Supplemental disclosure of cash flow information:        |                          |        
|Cash paid for interest                                   | $--                      | $7     



Supplemental disclosure of non-cash activity:



For the year 2005, distribution of proceeds from a Local Limited Partnership of approximately $1,992,000 were sent directly to a trustee which, in turn, paid the proceeds directly to the noteholders in satisfaction of the principal and accrued interest on the notes. (See Note 3  Notes Payable and Amounts Due for Partnership Interests.)



See Accompanying Notes to Consolidated Financial Statements















REAL ESTATE ASSOCIATES LIMITED VI



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2006





NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization



Real Estate Associates Limited VI ("REAL VI" or the "Partnership"), formed under the California Limited Partnership Act, was organized on October 12, 1982. The Partnership was formed to invest primarily in other local limited partnerships (the "Local Limited Partnerships") which own and operate primarily federal, state or local government-assisted housing projects. The general partners of the Partnership are National Partnership Investments Corp. ("NAPICO" or the "Corporate General Partner") and National Partnership Investments Associates ("NAPIA"), a limited partnership.  The Corporate General Partner is a subsidiary of Apartment Investment and Management Company (AIMCO), a publicly traded real estate investment trust.  The business of REAL VI is conducted primarily by NAPICO.



On December 3, 2001, Casden Properties Inc., entered into a merger agreement and certain other transaction documents with AIMCO and certain of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden Properties Inc. and its subsidiaries, including 100% of the outstanding capital stock of NAPICO.  Prior to March 11, 2002, Casden Properties Inc. owned a 95.25% economic interest in NAPICO, with the balance owned by Casden Investment Corporation (CIC). CIC, which is wholly owned by Alan I. Casden, owned 95% of the voting common stock of NAPICO prior to March 11, 2002.



The general partners have a one percent interest in profits and losses of the Partnership. The limited partners have the remaining 99 percent interest which is allocated in proportion to their respective investments.



The Partnership shall be dissolved only upon the expiration of 50 complete calendar years (December 31, 2032) from the date of the formation of the Partnership or the occurrence of other events as specified in the Partnership Agreement.



Upon total or partial liquidation of the Partnership or the disposition or partial disposition of a project or project interest and distribution of the proceeds, the general partners will be entitled to a liquidation fee as stipulated in the Partnership Agreement. The limited partners will have a priority return equal to their invested capital attributable to the project(s) or project interest(s) sold and shall receive from the sale of the project(s) or project interest(s) an amount sufficient to pay state and federal income taxes, if any, calculated at the maximum rate then in effect. The general partners' liquidation fee may accrue but shall not be paid until the limited partners have received distributions equal to 100 percent of their capital contributions. The Partnership did not accrue a liquidation fee related to the dispositions of Parksedge Associates during the year ended December 31, 2006 and Lonsdale Housing Associates and Fillmore Investors, Ltd. during the year ended December 31, 2005 as it is not expected that the limited partners will receive distributions equal to their capital contributions.



Basis of Presentation



The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.



Principles of Consolidation



The consolidated financial statements include the accounts of REAL VI and its majority owned general partnership Real Estate Associates III ("REA III"). All significant intercompany accounts and transactions have been eliminated in consolidation. Losses in excess of the minority interest in equity that would otherwise be attributed to the minority interest are being allocated to the Partnership.



Use of Estimates



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



Method of Accounting for Investments in Local Limited Partnerships



The investments in Local Limited Partnerships are accounted for on the equity method. Acquisition, selection fees and other costs related to the acquisition of the Local Limited Partnerships have been capitalized as part of the investment account and are being amortized by the straight line method over the estimated lives of the underlying assets, which is generally 30 years.



Net Income Per Limited Partnership Interest



Net income per limited partner interest was computed by dividing the limited partners' share of net income by the number of limited partnership interests outstanding at the beginning of the year. The number of limited partnership interests was 16,740 as of January 1, 2006 and 2005.



Cash and Cash Equivalents



Cash and cash equivalents include cash on hand and in banks. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. The entire cash balance at December 31, 2006 is maintained by an affiliated management company on behalf of affiliated entities in a cash concentration account.



Impairment of Long-Lived Assets



The Partnership reviews its investments in long-lived assets to determine if there has been any impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  If the sum of the expected future cash flows is less than the carrying amount of the assets, the Partnership recognizes an impairment loss.  No impairment losses were recognized during the years ended December 31, 2006 and 2005.



Segment Reporting



Statement of Financial Accounting Standards (SFAS) No. 131, Disclosure about Segments of an Enterprise and Related Information established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports.  It also established standards for related disclosures about products and services, geographic areas, and major customers.  As defined in SFAS No. 131, the Partnership has only one reportable segment.



Fair Value of Financial Instruments



SFAS No. 107, Disclosure about Fair Value of Financial Instruments, as amended by SFAS No. 119, Discussions About Derivative Financial Instruments and Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments, when it is practicable to estimate that value.  The notes payable and amounts due for partnership interests are collateralized by the Partnerships investments in Local Limited Partnerships and are payable only out of cash distributions from Local Limited Partnerships. The operations generated by the Local Limited Partnerships, which account for the Partnerships primary source of revenues, are subject to various government rules, regulations and restrictions which make it impracticable to estimate the fair value of the notes and related accrued interest payable.  The carrying amount of other assets and liabilities reported on the balance sheet that require such disclosure approximates fair value due to their short-term maturity.



FASB Interpretation No. 46



As of December 31, 2004, the Partnership adopted FASB Interpretation No. 46, Consolidation of Variable Interest Entities (or FIN 46) and applied its requirements to all Local Limited Partnerships in which the Partnership held a variable interest.  FIN 46 addresses the consolidation by business enterprises of variable interest entities.  Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics:  (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entitys activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entitys activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE.



Upon adoption of FIN 46, the Partnership determined it held variable interests in 15 VIEs for which the Partnership was not the primary beneficiary.  During the year ended December 31, 2005, the Partnership identified five additional VIEs in which it held a variable interest and was not the primary beneficiary.  During the year ended December 31, 2005, the number of VIEs was reduced by two due to the assignment of the interest in Boynton Associates, Ltd. and the sale of the property held by Fillmore Investors, Ltd. During the year ended December 31, 2006, the number of VIEs was reduced by one due to the assignment of the interest in Parkesedge Associates. The remaining 17 VIEs consist of Local Limited Partnerships in which the Partnership acquired an interest prior to the adoption of FIN 46 that are directly engaged in the ownership and management of 17 apartment properties with a total of 858 units.  The Partnership is involved with those VIEs as a non-controlling limited partner equity holder.  The Partnerships maximum exposure to loss as a result of its involvement with the unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from these VIEs, which was approximately $364,000 at December 31, 2006.  The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.



Recent Accounting Pronouncements



In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Partnership adopted SFAS No. 154 effective January 1, 2006. The adoption of SFAS No. 154 did not have a material effect on the Partnerships consolidated financial condition or results of operations.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entitys own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnershipdoes not anticipate that the adoption of SFAS No. 157 will have a material effect on the Partnerships consolidated financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership has not yet determined whether it will elect the fair value option for any of its financial instruments.



NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS



As of December 31, 2006, the Partnership holds limited partnership interests in 14 Local Limited Partnerships. In addition, the Partnership holds a majority-owned general partner interest in Real Estate Associates III (REA III), which, in turn, holds limited partnership interests in three additional Local Limited Partnerships. In total, therefore, the Partnership holds interests, either directly or indirectly through REA III, in 17 Local Limited Partnerships, which owned, as of December 31, 2006, residential low-income rental projects consisting of 858 apartment units. Certain of the Local Limited Partnerships are encumbered by mortgage notes payable to or insured by various governmental agencies.



The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions, of the Local Limited Partnerships that would require or allow for consolidation. Accordingly, the Partnership accounts for its investments in the Local Limited Partnerships using the equity method. The Partnership is allocated profits and losses of the Local Limited Partnerships based upon its respective ownership percentages between 90% and 99%. The Partnership is also entitled to 99.9% of the profits and losses of REA III. REA III is entitled to a 99% interest in each of the Local Limited Partnerships in which it has invested. Distributions of surplus cash from operations from most of the Local Limited Partnerships are restricted by the Local Limited Partnerships Regulatory Agreements with the United States Department of Housing and Urban Development (HUD). These restrictions limit the distribution to a portion, generally less than 10%, of the initial invested capital.



The excess surplus cash is deposited into a residual receipts reserve, of which the ultimate realization by the Partnership is uncertain as HUD frequently retains it upon sale or dissolution of the Local Limited Partnership. The Partnership is allocated profits and losses and receives distributions from refinancings and sales in accordance with the Local Limited Partnerships partnership agreements. These agreements usually limit the Partnerships distributions to an amount substantially less than its ownership percentage in the Local Limited Partnership.



The individual investments are carried at cost plus the Partnerships share of the Local Limited Partnerships profits less the Partnerships share of the Local Limited Partnerships losses, distributions and impairment charges. The Partnership is not legally liable for the obligations of the Local Limited Partnerships and is not otherwise committed to provide additional support to them. Therefore, it does not recognize losses once its investment in each of the Local Limited Partnerships reaches zero.  Distributions from the Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the accompanying consolidated statements of operations.



For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Limited Partnerships only to the extent of distributions received and amortization of acquisition costs from those Local Limited Partnerships.  Therefore, the Partnership limits its recognition of equity earnings to the amount it expects to ultimately realize.



As of December 31, 2006, the investment balance in 15 of the 17 Local Limited Partnerships had been reduced to zero. The Partnership still has an investment balance in Cassady Village and Park Place Limited Partnerships.



At times, advances are made to the Local Limited Partnerships. Advances made by the Partnership to the individual Local Limited Partnerships are considered part of the Partnerships investment in the Local Limited Partnership. Advances made to Local Limited Partnerships for which the investment has been reduced to zero are charged to expense. During the year ended December 31, 2006, approximately $30,000 was advanced to the Local Limited Partnerships and was recognized as expense in the accompanying consolidated statement of operations. During the year ended December 31, 2006, the Partnership received approximately $59,000 from Fillmore as a partial payment of advances made by the Partnership. These advances were fully reserved and the collection is reflected as a reduction to advances charged to expense. As a result of these transactions, advances recognized as expense in the accompanying consolidated statement of operations for the year ended December 31, 2006 are a net credit balance of approximately $29,000. During the year ended December 31, 2005, approximately $83,000 was advanced to the Local Limited Partnerships and was recognized as expense in the accompanying consolidated statement of operations.



In May 2005, the property in one of the Local Limited Partnerships, Lonsdale Housing Associates, was sold to a third party. The Partnership received proceeds from the sale of approximately $2,400,000.  In addition, proceeds of approximately $1,992,000 were sent directly to the note holder to satisfy the principal and accrued interest on the investor note (see Note 3).  The Partnership recognized income from distributions of approximately $4,392,000 during the year ended December 31, 2005 in connection with this sale because the investment balance in the Local Limited Partnership had been reduced to zero.



On September 27, 2005, a Local Limited Partnership, Fillmore Investors, Ltd., (Fillmore), sold its investment property, consisting of 32 units, for a sales price of approximately $150,000. The proceeds from the sale were used to pay the outstanding liabilities of Fillmore and there was no distribution to the partners of the Local Limited Partnership. The Partnership had no remaining investment balance in Fillmore. During the year ended December 31, 2006, the Partnership received approximately $59,000 from Fillmore as described above.



On June 2, 2005, the Partnership entered into an agreement (the Assignment Agreement) pursuant to which the Partnership and Boynton Associates, Ltds (Boynton) general partners agreed to assign their interest in Boynton to two third-party purchasers.  On September 28, 2005, pursuant to the terms of the Assignment Agreement, the Partnership withdrew as the limited partner in Boynton and acknowledged that it has no further interest in Boynton.  The Partnership had no remaining investment balance in Boynton.



On July 25, 2006, the Partnership and two individuals, who are both affiliated with the general partner of Parkesedge Associates, entered into an Assignment and Assumption Agreement to provide for the assignment of the Partnerships limited partnership interest and extinguishment of the remaining capital contribution due to Parkesedge Associates by the Partnership. During the year ended December 31, 2006, the Partnership received approximately $390,000 of cash and wrote off the remaining capital contribution payable to Parkesedge Associates of approximately $122,000. The Partnership recognized a gain on the sale of approximately $512,000 as the investment balance in the Local Limited Partnership had been reduced to zero.



On August 30, 2006, the Local Operating General Partner of one of the Local Limited Partnerships, Cady Brook Apartments, entered into a purchase and sale contract with a third party to sell the investment property for a sales price of approximately $970,000. The sale is subject to due diligence, and there can be no certainty regarding the timing of such sale or if a sale will even occur.  The Corporate General Partner currently estimates the sale, if it occurs, will result in approximately $185,000 in proceeds to the Partnership.  The Partnership has no remaining investment balance in Cady Brook Apartments at December 31, 2006.



The following is a summary of the investments in Local Limited Partnerships for the year ended December 31, 2006 (in thousands):



|                                               |       
|---------------------------------------------- | ------
|Balance, beginning of year                     | $  355
|Amortization of acquisition costs              | (11)  
|Distributions                                  | (2)   
|Equity in income of Local Limited Partnerships | 22    
|Balance, end of year                           | $364  



The difference between the investment in the accompanying consolidated balance sheet at December 31, 2006, and the deficiency per the Local Limited Partnerships' combined financial statements is due primarily to cumulative unrecognized equity in losses of certain Local Limited Partnerships, costs capitalized to the investment account, cumulative distributions recognized as income and recognition of impairment losses.



The Partnerships value of its investments and its equity in the income/loss and/or distributions from the Local Limited Partnerships are, for certain Local Limited Partnerships, individually not material to the overall financial position of the Partnership.  The financial information from the unaudited condensed combined financial statements of such Local Limited Partnerships at December 31, 2006 and for each of the two years in the period then ended is presented below.  The Partnerships value of its investment in Park Place Associates (the Material Investee) is material to the Partnerships consolidated financial position and amounts included below for the Material Investee are included on an audited basis.



|                                                                   |                   |           |         
|------------------------------------------------------------------ | ----------------- | --------- | --------
|Condensed Combined Balance Sheet of the Local Limited Partnerships
|(in thousands)                                                    
|                                                                   | December 31, 2006
|Assets                                                             | Audited           | Unaudited | Total   
|Land                                                               | $    337          | $  1,234  | $  1,571
|Building and improvements, net of                                  |                   |           |         
|accumulated depreciation of $4,565                                 |                   |           |         
|and $15,710, respectively                                          | 3,280             | 4,976     | 8,256   
|Other assets                                                       | 2,196             | 2,163     | 4,359   
|                                                                   |                   |           |         
|Total assets                                                       | $5,813            | $8,373    | $14,186 
|                                                                   |                   |           |         
|Liabilities and Partners Deficit:                                 |                   |           |         
|Liabilities:                                                       |                   |           |         
|Mortgage notes payable                                             | $  3,710          | $ 11,699  | $ 15,409
|Notes payable                                                      | --                | 201       | 201     
|Other liabilities                                                  | 118               | 1,518     | 1,636   
|Partners equity (deficit)                                         | 1,985             | (5,045)   | (3,060) 
|                                                                   |                   |           |         
|Total liabilities and partners' deficit                            | $5,813            | $8,373    | $14,186 



|                                                                           |                          |           |         |            |            |           
|-------------------------------------------------------------------------- | ------------------------ | --------- | ------- | ---------- | ---------- | ----------
|Condensed Combined Results of Operations of the Local Limited Partnerships
|(in thousands)                                                            
|                                                                           | Years Ended December 31,
|                                                                           | 2006                     | 2006      | 2006    | 2005       | 2005       | 2005      
|Revenues:                                                                  | Audited                  | Unaudited | Total   | Audited    | Unaudited  | Total     
|                                                                           |                          |           |         | (Restated) | (Restated) | (Restated)
|Rental income                                                              | $ 1,481                  | $ 3,820   | $ 5,301 | $ 1,496    | $ 3,852    | $ 5,348   

|                      |       |        |        |       |        |      
|--------------------- | ----- | ------ | ------ | ----- | ------ | -----
|Other income          | 95    | 129    | 224    | 61    | 142    | 203  
|Total revenues        | 1,576 | 3,949  | 5,525  | 1,557 | 3,994  | 5,551
|                      |       |        |        |       |        |      
|Expenses:             |       |        |        |       |        |      
|Operating expenses    | 727   | 3,013  | 3,740  | 732   | 2,795  | 3,527
|Financial expenses    | 399   | 588    | 987    | 429   | 805    | 1,234
|Impairment loss       | --    | 81     | 81     | --    | --     | --   
|Depreciation and      |       |        |        |       |        |      
|amortization          | 272   | 611    | 833    | 233   | 634    | 867  
|Total expenses        | 1,348 | 4,293  | 5,641  | 1,394 | 4,234  | 5,628
|                      |       |        |        |       |        |      
|Income (loss) from    |       |        |        |       |        |      
|continuing operations | $228  | $(344) | $(116) | $163  | $(240) | $(77)



The combined results of operations for the year ended December 31, 2005 have been restated to exclude the operations of Parksedge Elderly Apartments as this property was sold in July 2006, to reflect Cassady Village as Unaudited for 2005 and to remove Kentucky Manor due to no financial information being available for 2006.



In addition to being the Corporate General Partner of the Partnership, NAPICO, or one of its affiliates, was the general partner for eight Local Limited Partnerships and served as the property management agent for three of the Local Limited Partnerships for the year ended December 31, 2006. At December 31, 2006, NAPICO, or one of its affiliates, remains the general partner in six Local Limited Partnerships, however no affiliate provides property management services for any Local Limited Partnerships. The Local Limited Partnerships paid affiliates of NAPICO property management fees in the amount of 5 percent of their gross revenues. The amounts paid were approximately $8,000 and $42,000 for the years ended December 31, 2006 and 2005, respectively.



The current policy of the United States Department of Housing and Urban Development (HUD) has determined not to renew the Housing Assistance Payment (HAP) Contracts on a long term basis on the existing terms.  In connection with renewals of the HAP Contracts under current law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may not be the case under existing HAP Contracts.  The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD (FHA) unless such mortgage loans are restructured.  In order to address the reduction in payments under HAP Contracts as a result of current policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 (MAHRAA) provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program.  Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest rate second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan.  This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy.



When the HAP Contracts are subject to renewal, there can be no assurance that the Local Limited Partnerships in which the Partnership has an investment will be permitted to restructure their mortgage indebtedness under MAHRAA. In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain.



NOTE 3 - NOTES PAYABLE AND AMOUNTS DUE FOR PARTNERSHIP INTERESTS



The Partnership is obligated on non-recourse notes payable of $690,000, which bear interest at 9.5 percent per annum and have principal maturities ranging from December 1999 to December 2012. The notes and related interest are payable from cash flow generated from operations of the related rental properties as defined in the notes. These obligations are collateralized by the Partnerships investments in the Local Limited Partnerships. Unpaid interest is due at maturity of the notes. One note payable and related accrued interest aggregating approximately $1,637,000, relating to Cassady Village Apartments, Ltd. (Cassady Village), became payable prior to December 31, 2006 and is currently in default. During the year ended December 31, 2005, the Partnership entered into an agreement with the non-recourse note holder for Cassady Village to permit them to purchase a series of projects including the properties owned by the Local Limited Partnerships Cassady Village and Marshall Plaza I & II Apartments.  Pending the decision to purchase one of the above properties and enter into a purchase agreement, the note holder agreed to forebear taking any action under the note for such period.  The Partnerships investment balance in Cassady Village at December 31, 2006 was approximately $80,000.  The Partnerships investment balance in Marshall Plaza I & II Apartments at December 31, 2006 was zero.



During the year ended December 31, 2005, Lonsdale Housing Associates sold its property to a third party.  The distribution from Lonsdale relating to the sale of approximately $4,392,000 was recognized as income in the accompanying consolidated statements of operations because the Partnerships investment balance had been reduced to zero.  Approximately $1,992,000 of the proceeds were used to satisfy the principal of approximately $750,000 and accrued interest of approximately $1,242,000 related to a note payable by the Partnership to a former owner of a partnership interest in the Local Limited Partnership.  These funds were sent directly to the note holder.



Payment of the notes payable and related accrued interest subsequent to December 31, 2006 are due as follows:



|           |                |         
|---------- | -------------- | --------
|           |                | Accrued 
|           | Notes          | Interest
|           | (in thousands)
|2007       | $   520        | $ 1,117 
|2008       | --             | --      
|2009       | --             | --      
|2010       | --             | --      
|2011       | --             | --      
|Thereafter | 170            | 380     
|Total      | $690           | $1,497  



Two of the Partnerships investments involved purchases of partnership interests from partners who subsequently withdrew from the partnership. The purchase of these interests provides for additional cash payments of approximately $130,000 based upon specific events as outlined in the purchase agreements. Such amounts were recorded as liabilities and included in notes payable.  On July 25, 2006, the Partnership and two individuals, who are both affiliated with the general partner of Parkesedge Associates, entered into an Assignment and Assumption Agreement to provide for the assignment of the Partnerships Limited Partnership Interest and extinguishment of the remaining capital contributions due to Parkesedge Associates by the Partnership. During the year ended December 31, 2006, the Partnership received approximately $390,000 of cash and wrote off the remaining capital contribution payable to Parkesedge Associates of approximately $122,000. The Partnership recognized a gain on the sale of approximately $512,000 as the investment balance in the Local Limited Partnership had been reduced to zero.



NOTE 4 - TRANSACTIONS WITH AFFILIATED PARTIES



Under the terms of the Restated Certificate and Agreement of Limited Partners, the Partnership is obligated to NAPICO for an annual management fee equal to 0.4 percent of the original invested assets of the Local Limited Partnerships.  Invested assets are defined as the costs of acquiring project interests, including the proportionate amount of the mortgage loans related to the Partnerships interests in the capital accounts of the respective Local Limited Partnerships. The fee was approximately $115,000 and $159,000 for the years ended December 31, 2006 and 2005, respectively.



The Partnership reimburses NAPICO for certain expenses. The reimbursement paid to NAPICO was approximately $23,000 for the year ended December 31, 2005 and is included in general and administrative expenses. There were no reimbursements to NAPICO during the year ended December 31, 2006.



In addition to being the Corporate General Partner of the Partnership, NAPICO, or one of its affiliates, was the general partner for eight Local Limited Partnerships and served as the property management agent for three of the Local Limited Partnerships during a portion of the year ended December 31, 2006. At December 31, 2006, NAPICO, or one of its affiliates, remains the general partner in six Local Limited Partnerships, however no affiliate provides property management services for any Local Limited Partnerships. The Local Limited Partnerships paid affiliates of NAPICO property management fees in the amount of 5 percent of their gross revenues. The amounts paid were approximately $8,000 and $42,000 for the years ended December 31, 2006 and 2005, respectively.



During the year ended December 31, 2005, the Corporate General Partner advanced to the Partnership approximately $378,000 to pay New Jersey tax obligations. Interest on advances was charged at the prime rate plus 2% and amounted to approximately $7,000 for the year ended December 31, 2005. During the year ended December 31, 2005, the Partnership repaid approximately $385,000 in advances and accrued interest. There were no advances during the year ended December 31, 2006.



In addition to its indirect ownership of the general partnership interest in the Partnership, AIMCO and its affiliates owned 878.5 limited partnership units (the "Units") (or 1,757 limited partnership interests) in the Partnership representing 10.51% of the outstanding Units at December 31, 2006. A Unit consists of two limited partnership interests. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.



NOTE 5 - INCOME TAXES



The Partnership is not taxed on its income. The partners are taxed in their individual capacities based upon their distributive share of the Partnership's taxable income or loss and are allowed the benefits to be derived from off-setting their distributive share of the tax losses against taxable income from other sources subject to passive loss limitations. The taxable income or loss differs from amounts included in the statements of operations because different methods are used in determining the losses of the Local Limited Partnerships. The tax loss is allocated to the partner groups in accordance with Section 704(b) of the Internal Revenue Code and therefore is not necessarily proportionate to the interest percentage owned.



A reconciliation follows:



|                                       |                          |        
|-------------------------------------- | ------------------------ | -------
|                                       | Years Ended December 31,
|                                       | 2006                     | 2005   
|                                       | (in thousands)          
|                                       |                          |        
|Net income per financial statements    | $   316                  | $ 3,883
|Accrued interest                       | 51                       | (758)  
|Other                                  | (4)                      | (291)  
|Sale of investment in Local Limited    |                          |        
|Partnership                            | 893                      | --     
|Partnership's share of Local Limited   |                          |        
|Partnership                            | 202                      | 357    
|Income per tax return                  | $1,458                   | $3,191 
|                                       |                          |        
|Taxable income per limited partnership |                          |        
|interest                               | $168.46                  | $343.43



The following is a reconciliation between the Partnerships reported amounts and the Federal tax basis of net liabilities:



|                                         |                  
|---------------------------------------- | -----------------
|                                         | December 31, 2006
|                                         | (in thousands)   
|                                         |                  
|Net assets as reported                   | $    201         
|Add (deduct):                            |                  
|Deferred offering costs                  | 4,976            
|Investment in Local Limited Partnerships | (13,750)         
|Accrued interest                         | 1,217            
|Other                                    | 626              
|Net deficit  Federal tax basis          | $(6,730)         



The Partnership is subject to a New Jersey tax based upon the number of resident and non-resident limited partners and apportionment of income related to the Partnerships investment in certain Local Limited Partnerships.  For the years ended December 31, 2006 and 2005 the expense related to this tax is reflected in tax expense in the consolidated statement of operations.  At December 31, 2006, the Partnerships estimate of the tax and penalties and interest related to 2002 and 2003 late filings currently due to the state of New Jersey is approximately $132,000 and this amount is reflected in taxes payable on the consolidated balance sheet.



NOTE 6 - REAL ESTATE AND ACCUMULATED DEPRECIATION OF LOCAL LIMITED PARTNERSHIPS IN WHICH REAL VI HAS INVESTED



(1)

Schedule of Encumbrances and Investment Properties (all amounts unaudited except for those amounts related to the Material Investee  see Note 2):



|                |                               |       |             |        |              |              |  | 
|--------------- | ----------------------------- | ----- | ----------- | ------ | ------------ | ------------ |  | 
|                | Gross Amount at Which Carried |      
|                | At December 31, 2006          |      
|                | (in thousands)                |      
|                |                               |       | Buildings   |        |              |             
|                |                               |       | and Related |        |              |             
|                |                               |       | Personal    |        | Accumulated  | Date of     
|Description     | Encumbrances                  | Land  | Property    | Total  | Depreciation | Construction
|                |                               |       |             |        |              |             
|Cady Brook Apts | $  815                        | $  89 | $1,922      | $2,011 | $1,042       | (A)         
|Cassady Village | 602                           | 157   | 2,057       | 2,214  | 1,542        | (A)         

|                     |         |        |         |         |         |           |  | 
|-------------------- | ------- | ------ | ------- | ------- | ------- | --------- |  | 
|Crockett Manor       | 978     | 87     | 1,330   | 1,417   | 1,060   | (A)      
|Eastridge Apts       | 223     | 102    | 1,729   | 1,831   | 1,613   | (A)      
|Grant-Ko Enterprises | 1,192   | 100    | 1,506   | 1,606   | 1,123   | (A)      
|Hummelstown Manor    | 1,685   | 97     | 1,861   | 1,958   | 1,153   | 1983     
|Kentucky Manor (B)   | --      | --     | --      | --      | --      | (A)      
|Marshall Plaza I     | 65      | 68     | 709     | 777     | 530     | (A)      
|Marshall Plaza II    | 102     | 79     | 922     | 1,001   | 690     | (A)      
|New-Bel-Mo           | 362     | 40     | 553     | 593     | 423     | (A)      
|Oakridge Park II     | 1,162   | 55     | 1,630   | 1,685   | 1,500   | (A)      
|Oakwood Manor        | 442     | 69     | 902     | 971     | 513     | (A)      
|Park Place           | 3,710   | 337    | 7,845   | 8,182   | 4,565   | 1983-1984
|Sauk-Ko Enterprises  | 635     | 60     | 1,217   | 1,277   | 925     | (A)      
|Sol 413              | 324     | 50     | 438     | 488     | 314     | (A)      
|Valley Oaks Senior   | 1,771   | 121    | 1,968   | 2,089   | 1,724   | (A)      
|Villas de Orocovix   | 1,341   | 60     | 1,942   | 2,002   | 1,558   |          
|Totals               | $15,409 | $1,571 | $28,531 | $30,102 | $20,275 |          



(A)

This project was completed when REAL VI invested in the Local Limited Partnership.



(B)

Financial information is unavailable for Kentucky Manor for 2006.



(2)Reconciliation of real estate (all amounts unaudited except for those amounts related to the Material Investee  see Note 2) (in thousands):



|                             |                          |           |         |            |            |           
|---------------------------- | ------------------------ | --------- | ------- | ---------- | ---------- | ----------
|                             | Years Ended December 31,
|                             | 2006                     |           |         | 2005       |            |           
|                             | Material                 | 2006      | 2006    | Material   | 2005       | 2005      
|                             | Investee                 | Unaudited | Total   | Investee   | Unaudited  | Total     
|Real estate:                 |                          |           |         | (Restated) | (Restated) | (Restated)
|Balance at beginning of year | $ 8,135                  | $24,198   | $32,333 | $ 8,093    | $36,735    | $44,828   
|Improvements                 | 47                       | 104       | 151     | 42         | 138        | 180       
|Disposals/impairment         | --                       | (85)      | (85)    | --         | --         | --        
|Assignment of interest       | --                       | (2,297)   | (2,297) | --         | (4,349)    | (4,349)   
|Sale of property             | --                       | --        | --      | --         | (8,326)    | (8,326)   
|Balance at end of year       | $8,182                   | $21,920   | $30,102 | $8,135     | $24,198    | $32,333   



|                          |                          |           |         |            |            |        
|------------------------- | ------------------------ | --------- | ------- | ---------- | ---------- | -------
|                          | Years Ended December 31,
|                          | 2006                     |           |         | 2005       |            |        
|                          | Material                 | 2006      | 2006    | Material   | 2005       | 2005   
|                          | Investee                 | Unaudited | Total   | Investee   | Unaudited  | Total  
|Accumulated depreciation: |                          |           |         | (Restated) | (Restated) |        
|Balance at beginning      |                          |           |         |            |            |        
|of year                   | $ 4,357                  | $16,398   | $20,755 | $ 4,138    | $25,429    | $29,567
|Depreciation expense      | 208                      | 611       | 819     | 219        | 701        | 920    
|Disposals                 | --                       | (4)       | (4)     | --         | --         | --     
|Assignment of interest    | --                       | (1,295)   | (1,295) | --         | (2,796)    | (2,796)
|Sale of property          | --                       | --        | --      | --         | (6,936)    | (6,936)
|Balance at end of year    | $4,565                   | $15,710   | $20,275 | $4,357     | $16,398    | $20,755



NOTE 7 - ABANDONMENT OF UNITS



In 2006 the number of limited partnership interest decreased by 26 interests due to limited partners abandoning their interests. In abandoning his or her limited partnership interest(s), a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment.













NOTE 8 - CONTINGENCIES



The Corporate General Partner is involved in various lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the Corporate General Partner, the claims will not result in any material liability to the Partnership.













ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.



ITEM 8a.

CONTROLS AND PROCEDURES



(a)

Disclosure Controls and Procedures. The Partnerships management, with the participation of the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnerships disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnerships disclosure controls and procedures are effective.



(b)

Internal Control Over Financial Reporting. There have not been any changes in the Partnerships internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.



Item 8b.

Other Information



None.













PART III



ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



Real Estate Associates Limited VI (the Partnership or the Registrant) has no directors or officers. The general partner responsible for conducting the business of the Partnership is National Partnership Investments Corp., a California Corporation (NAPICO or the Corporate General Partner).



The names and ages of, as well as the positions and offices held by, the present directors and officers of NAPICO are set forth below:  The Corporate General Partner manages and controls substantially all of the Partnerships affairs and has general responsibility and ultimate authority in all matters affecting its business.   There are no family relationships between or among any directors or officers.



|                    |     |                                      
|------------------- | --- | -------------------------------------
|Name                | Age | Position                             
|David R. Robertson  | 41  | President, Chief Executive Officer   
|                    |     | and Director                         
|Harry G. Alcock     | 44  | Director and Executive Vice President
|Lance J. Graber     | 45  | Executive Vice President             
|Jeffrey H. Sussman  | 41  | Senior Vice President, General       
|                    |     | Counsel and Secretary                
|Kathleen Danilchick | 37  | Senior Vice President and Chief      
|                    |     | Financial Officer                    



David R. Robertson has been President, Chief Executive Officer and a Director of the Corporate General Partner since October 2002. Mr. Robertson has been an Executive Vice President of AIMCO since February 2002, and was appointed President and Chief Executive Officer of AIMCO Capital in October 2002. Mr. Robertson is responsible for property operations, asset management and transaction activities within AIMCO Capitals portfolio of affordable properties, and for redevelopment and construction activities for both the conventional and affordable property portfolios. Since February 1996, Mr. Robertson has been Chairman and Chief Executive Officer of Robeks Corporation, a privately held chain of specialty food stores.



Harry G. Alcock was appointed as a Director of the Corporate General Partner in October 2004 and was appointed Executive Vice President of the CorporateGeneral Partner in February 2004 and has been Executive Vice President and Chief Investment Officer of AIMCO since October 1999.  Mr. Alcock has had responsibility for acquisition and financing activities of AIMCO since July 1994, serving as Vice President from July 1996 to October 1997 and as Senior Vice President from October 1997 to October 1999.



Lance J. Graber was appointed Executive Vice President of the CorporateGeneral Partner in February 2004 and AIMCO in October 1999 and focuses on transactions related to Aimco Capitals portfolio of affordable properties in the eastern portion of the country.  Prior to this time, Mr. Graber was a Director at Credit Suisse First Boston from 1994 to May 1999.



Jeffrey H. Sussman has been Senior Vice President, General Counsel and Secretary of the Corporate General Partner since joining NAPICO in 1998. Mr. Sussman is responsible for the legal affairs of NAPICO and its affiliates. Prior to joining NAPICO in 1998, Mr. Sussman was an associate with the law firm of Rus, Miliband, Williams & Smith in Irvine, California.  His practice emphasized real estate finance and insolvency law and included the representation of borrowers, lenders, and court-appointed trustees in matters involving apartment complexes, retail centers and hotels.



Kathleen Danilchick has been Senior Vice President and Chief Financial Officer of the Corporate General Partner since March 2006 and joined AIMCO in December 2005 as a Vice President in Capital Markets.  Ms. Danilchick is responsible for the financial affairs of NAPICO as well as the limited partnerships sponsored by it.  From January 2003 through October 2005 Ms. Danilchick was a Vice President at The Lionstone Group, a real estate investment firm, where she was responsible for the supervision and management of all aspects of the national office investment program.   Prior to joining The Lionstone Group, Ms. Danilchick was a Vice President for the Morgan Stanley Real Estate Funds in London, England.



The board of directors of the Corporate General Partner does not have a separate audit committee. As such, the board of directors of the Corporate General Partner fulfills the functions of an audit committee. The board of directors has determined that Kathleen Danilchick meets the requirement of an "audit committee financial expert".



The directors and officers of the Corporate General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.



ITEM 10.

EXECUTIVE COMPENSATION



None of the directors and officers of the Corporate General Partner received any remuneration from the Partnership during the year ended December 31, 2006.



ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



(a)

The General Partners own all of the outstanding general partnership interests of the Partnership.  Except as noted below, no person or entity was known by the Partnership to own of record or beneficially more than 5% of the Limited Partnership Interests of the Partnership as of December 31, 2006.



The following table sets forth certain information regarding limited partnership interests of the Partnership owned by each person or entity as known by the Partnership to own beneficially or exercise voting or dispositive control over more than 5% of the Partnerships limited partnership interests as of December 31, 2006.



|                                             |                     |           
|-------------------------------------------- | ------------------- | ----------
|Name of Beneficial Owner                     | Number of Interests | % of Class
|                                             |                     |           
|AIMCO Properties, L.P.                       | 1,757               | 10.51%    
|(affiliate of the Corporate General Partner) |                     |           



The business address of AIMCO Properties, L.P. is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.



(b)

None of the directors or officers of the Corporate General Partner own directly or beneficially any limited partnership interests in the Partnership.



ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Under the terms of the Restated Certificate and Agreement of Limited Partners, the Partnership is obligated to NAPICO for an annual management fee equal to 0.4 percent of the original invested assets of the Local Limited Partnerships.  Invested assets are defined as the costs of acquiring project interests, including the proportionate amount of the mortgage loans related to the Partnerships interests in the capital accounts of the respective Local Limited Partnerships. The fee was approximately $115,000 and $159,000 for the years ended December 31, 2006 and 2005, respectively.



The Partnership reimburses NAPICO for certain expenses. The reimbursement paid to NAPICO was approximately $23,000 for the year ended December 31, 2005 and is included in general and administrative expenses. There was no reimbursement to NAPICO for the year ended December 31, 2006.



In addition to being the Corporate General Partner of the Partnership, NAPICO, or one of its affiliates, was the general partner for eight Local Limited Partnerships and served as the property management agent for three of the Local Limited Partnerships during a portion of the year ended December 31, 2006. At December 31, 2006, NAPICO, or one of its affiliates, remains the general partner in six Local Limited Partnerships, however no affiliate provides property management services for any of the Local Limited Partnerships. The Local Limited Partnerships paid affiliates of NAPICO property management fees in the amount of 5 percent of their gross revenues. The amounts paid were approximately $8,000 and $42,000 for the years ended December 31, 2006 and 2005, respectively.



During the year ended December 31, 2005, the Corporate General Partner advanced to the Partnership approximately $378,000 to pay New Jersey tax obligations. Interest on advances is charged at the prime rate plus 2% and amounted to approximately $7,000 for the year ended December 31, 2005.  During the year ended December 31, 2005, the Partnership repaid approximately $385,000 in advances and accrued interest. There were no advances during the year ended December 31, 2006.



In addition to its indirect ownership of the general partnership interest in the Partnership, AIMCO and its affiliates owned 878.5 limited partnership units (the "Units") (or 1,757 limited partnership interests) in the Partnership representing 10.51% of the outstanding Units at December 31, 2006. A Unit consists of two limited partnership interests. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.



Neither of the Corporate General Partners directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the Corporate General Partner.



ITEM 13.

EXHIBITS



See exhibit index.



ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



The Corporate General Partner has reappointed Ernst & Young LLP as independent auditors to audit the consolidated financial statements of the Partnership for 2007.  The aggregate fees billed for services rendered by Ernst & Young LLP for 2006 and 2005 are described below.



Audit Fees.  Fees for audit services totaled approximately $40,000 and $49,000 for 2006 and 2005, respectively.   Fees for audit services also include fees for the reviews of the Partnership's Quarterly Reports on Form 10-QSB.



Tax Fees.  Fees for tax services totaled approximately $21,000 and $20,000 for 2006 and 2005, respectively.













SIGNATURES





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





| |                                           
| | ------------------------------------------
| | REAL ESTATE ASSOCIATES LIMITED VI         
| |                                           
| | By:
National Partnership Investments Corp.
| | Corporate General Partner                 
| |                                           
| | By:   /s/David R. Robertson               
| | David R. Robertson                        
| | President and Chief Executive Officer     
| |                                           
| | By:   /s/Kathleen Danilchick              
| | Kathleen Danilchick                       
| | Senior Vice President and Chief           
| | Financial Officer                         
| |                                           
| | Date: April 16, 2007                      



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



|                       |                               |                     
|---------------------- | ----------------------------- | --------------------
|/s/Harry G. Alcock     | Director and Executive        | Date: April 16, 2007
|Harry G. Alcock        | Vice President                |                     
|                       |                               |                     
|/s/David R. Robertson  | Director, President and Chief | Date: April 16, 2007
|David R. Robertson     | Executive Officer             |                     
|                       |                               |                     
|/s/Kathleen Danilchick | Senior Vice President and     | Date: April 16, 2007
|Kathleen Danilchick    | Chief Financial Officer       |                     













REAL ESTATE ASSOCIATES LIMITED VI

EXHIBIT INDEX





Exhibit

Description of Exhibit



3

Articles of incorporation and bylaws: The registrant is not incorporated. The Partnership Agreement was filed with Form S-11 #2-82090 which is hereby incorporated by reference.



3.1

Amendment to the Restated Certificate and Agreement of Limited Partnership of Real Estate Associates Limited VI, filed with Current Report on Form 8-K dated December 29, 2004, which is hereby incorporated by reference.



10.1

Assignment and Assumption Agreement between the Partnership, Inc., a Florida nonprofit corporation, Rosewood Apartments Corporation, a California corporation and Real Estate Associates Limited VI, a California limited partnership incorporated by reference to Current Report on Form 8-K dated September 28, 2005.



10.2

Assignment and Assumption Agreement by and between Real Estate Associates Limited VI, a California limited partnership, Harlin J. Wall and Parkesedge Corporation, a Pennsylvania corporation, and Harlin J. Wall and M. Joy Wall, individuals, incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K dated July 25, 2006.



31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1

Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.













Exhibit 31.1

CERTIFICATION

I, David R. Robertson, certify that:

1.

I have reviewed this annual report on Form 10-KSB of Real Estate Associates Limited VI;

2.

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



3.

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



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:  April 16, 2007

/s/David R. Robertson

David R. Robertson

President and Chief Executive Officer of National Partnership Investments Corp., equivalent of the chief executive officer of the Partnership













Exhibit 31.2

CERTIFICATION

I, Kathleen Danilchick, certify that:

1.

I have reviewed this annual report on Form 10-KSB of Real Estate Associates Limited VI;

2.

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



3.

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



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:  April 16, 2007

/s/Kathleen Danilchick

Kathleen Danilchick

Senior Vice President and Chief Financial Officer of National Partnership Investments Corp., equivalent of the chief financial officer of the Partnership













Exhibit 32.1





Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002







In connection with the Annual Report on Form 10-KSB of Real Estate Associates Limited VI (the "Partnership"), for the fiscal year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), David R. Robertson, as the equivalent of the Chief Executive Officer of the Partnership, and Kathleen Danilchick, as the equivalent of the Chief Financial Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:



(1)

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



(2)

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



| |                          
| | -------------------------
| | /s/David R. Robertson    
| | Name: David R. Robertson 
| | Date: April 16, 2007     
| |                          
| | /s/Kathleen Danilchick   
| | Name: Kathleen Danilchick
| | Date: April 16, 2007     



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