UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the quarterly period ended June 30, 2003


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

              For the transition period from __________ to __________

                         Commission file number 0-13112


                        REAL ESTATE ASSOCIATES LIMITED VI
             (Exact Name of Registrant as Specified 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)

<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1.     Financial Statements



                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 2003
                                 (in thousands)
                                   (Unaudited)



                        ASSETS

Investments in and advances to Local Limited
  Partnerships (Note 2)                                                   $ 415
Cash and Cash Equivalents                                                   884

            Total assets                                                $ 1,299

          LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
  Notes payable and amounts due for partnership
    interests, including $520 in default (Note 3)                       $ 1,765
  Accrued interest payable, including $922 in
    default (Note 3)                                                      2,372
  Accounts payable and accrued expenses                                      14
  Due to affiliates (Note 4)                                                  1
                                                                          4,152
Partners' deficit:
  General partners                                          $ (380)
  Limited partners                                          (2,473)      (2,853)

         Total liabilities and partners' deficit                        $ 1,299

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


<PAGE>

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                    (in thousands, except per interest data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                  Three Months Ended         Six Months Ended
                                                       June 30,                  June 30,
                                                   2003         2002        2003         2002
REVENUE:
<S>                                             <C>          <C>          <C>         <C>
Interest income                                 $     3      $     8      $      8    $    14

OPERATING EXPENSES:
  Management fees - partners (Note 4)                43           49            89        101
  Legal and accounting                               81           18           133         60
  General and administrative (Note 4)                19           11            31         55
  Interest (Note 3)                                  34           34            68         68
        Total operating expenses                    177          112           321        284

Loss from Partnership operations                   (174)        (104)         (313)      (270)
Distributions from limited partnerships
  recognized as income (Note 2)                      16           16            16         16
Write off of advances made to limited
  partnerships                                     (230)          --          (361)        --
Equity in (loss) income of limited
  partnerships and amortization of
  acquisition costs (Note 2)                        (15)           9           (48)       (54)

Net loss                                        $  (403)      $  (79)     $   (706)   $  (308)

Net loss allocated to general partners (1%)     $    (4)      $   (1)     $     (7)   $    (3)
Net loss allocated to limited partners (99%)       (399)         (78)         (699)      (305)

                                                $  (403)      $  (79)     $   (706)   $  (308)
Net loss per limited partnership
  interest (Note 1)                             $(24.99)      $(4.66)     $ (41.70)   $(18.20)

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

</TABLE>

<PAGE>

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT

                      (in thousands, except interest data)
                                   (Unaudited)

                                        General          Limited
                                       Partners          Partners       Total

Partnership interests (A)                                 16,744

Partners' deficit,
  January 1, 2003                       $ (373)          $(1,774)       $(2,147)

Net loss for the six months
  ended June 30, 2003                       (7)             (699)          (706)

Partners' deficit,
  June 30, 2003                         $ (380)          $(2,473)       $(2,853)


(A)   Consists of 16,744  Partnership  interests  at June 30, 2003 and 16,810 at
      June 30,  2002.  During  the six months  ended June 30,  2003 and the year
      ended December 31, 2002, 8 and 58 units were abandoned,  respectively (see
      "Note 5 - Abandonment of Units").


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


<PAGE>


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                        Six Month Ended
                                                                            June 30,
                                                                      2003            2002
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>             <C>
  Net loss                                                        $ (706)         $ (308)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
     Equity in loss of limited partnerships and
      amortization of acquisition costs                               48              54
     Change in accounts:
      Due to affiliates                                              (52)             11
      Accounts payable and accrued expenses                            7             (27)
      Accrued interest payable                                        68              68
         Net cash used in operating activities                      (635)           (202)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Advances to limited partnerships                                   (12)           (122)
  Repayment of advances to limited partnerships                       22              --
         Net cash provided by (used in) investing activities          10            (122)

NET DECREASE IN CASH AND CASH EQUIVALENTS                           (625)           (324)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     1,509           2,147

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $  884          $1,823


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

</TABLE>

<PAGE>

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

                                  JUNE 30, 2003

Note 1 - Organization And Summary Of Significant Accounting Policies

General

The information  contained in the following notes to the consolidated  financial
statements  is  condensed  from that which would  appear in the  audited  annual
consolidated  financial  statements;  accordingly,  the  unaudited  consolidated
financial  statements included herein should be reviewed in conjunction with the
audited consolidated financial statements and related notes thereto contained in
the annual  report for the year ended  December 31, 2002 prepared by Real Estate
Associates   Limited  VI  (the   "Partnership"  or   "Registrant").   Accounting
measurements at interim dates  inherently  involve greater reliance on estimates
than at year end. The results of operations  for the interim  periods  presented
are not necessarily indicative of the results for the entire year.

In the  opinion of the  Partnership,  the  accompanying  unaudited  consolidated
financial  statements  contain all adjustments  (consisting  primarily of normal
recurring  accruals)  necessary to present fairly the financial  position of the
Partnership  at June 30, 2003 and the results of operations  and changes in cash
flows for the three and six months ended June 30, 2003 and 2002.

The general  partners  collectively  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  individual
investments.  The general  partners of the Partnership are National  Partnership
Investments  Corp.  ("NAPICO" or the "Corporate  General  Partner") and National
Partnership   Investment  Associates  ("NPIA"  or  the  "Non-Corporate   General
Partner").

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other  transaction  documents with  Apartment  Investment and Management
Company ("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.

Basis of Presentation

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

Principles of Consolidation

The  consolidated  financial  statements  include  the  accounts  of Real Estate
Associates  Limited  VI  and  its  majority-owned   general  partnerships.   All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Method of Accounting for Investment in Limited Partnerships

The investments in unconsolidated  limited partnerships are accounted for on the
equity method. Acquisition, selection and other costs related to the acquisition
of the projects are capitalized as part of the investment  account and are being
amortized on a straight  line basis over the estimated  lives of the  underlying
assets, which is generally 30 years.

Net Loss Per Limited Partnership Interest

Net loss per limited  partnership  interest was computed by dividing the limited
partners'  share of net loss by the  number  of  limited  partnership  interests
outstanding during the period. The number of limited partnership  interests used
was 16,752 and 16,810 for the six month  periods  ended June 30,  2003 and 2002,
respectively (see "Note 5 -Abandonment of Units").

Recent Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), Consolidation
of Variable Interest Entities.  FIN 46 requires the consolidation of entities in
which an enterprise absorbs a majority of the entity's expected losses, receives
a majority of the entity's expected  residual  returns,  or both, as a result of
ownership,  contractual or other financial interests in the entity. Prior to the
issuance of FIN 46,  entities were generally  consolidated by an enterprise when
it had a controlling  financial  interest through ownership of a majority voting
interest in the entity. FIN 46 applied immediately to variable interest entities
created  after  January 31, 2003,  and with respect to variable  interests  held
before February 1, 2003, FIN 46 will apply beginning July 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities  under the  provisions of FIN 46. At June 30, 2003,  the  Partnership's
maximum  exposure to loss with  regard to  unconsolidated  partnerships  was its
recorded investment in these partnerships totaling  approximately  $415,000. The
Partnership has not yet determined the anticipated impact of adopting FIN 46 for
its partnership  agreements that existed as of January 31, 2003. However, FIN 46
may require the  consolidation  of the assets,  liabilities  and  operations  of
certain of the Partnership's  unconsolidated  partnership investments.  Although
the Partnership does not believe the full adoption of FIN 46 will have an impact
on net earnings,  the Partnership cannot make any definitive conclusion until it
completes its evaluation.

Note 2 - Investments in and Advances to Limited Partnerships

As of June 30, 2003,  the  Partnership  holds limited  partnership  interests in
eighteen  local limited  partnerships  (the "Local Limited  Partnerships").  The
limited partnership interests decreased by two Local Limited Partnerships due to
the  assignment  of the interest in Century  Plaza  Limited  Partnership  to the
noteholder  (see "Note 6 - Foreclosure  of Local Limited  Partnership")  and the
sale of Penneco I during the six months  ended June 30,  2002.  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
twenty-one  Local  Limited  Partnerships  which  owned,  as of  June  30,  2003,
residential  low income rental  projects  consisting of 1,163  apartment  units.
Certain of the Local  Limited  Partnerships  are  encumbered  by mortgage  notes
payable to or insured by agencies of the federal or local government.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  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.

The holder of a purchase money  promissory  note issued by Century Plaza Limited
Partnership,  one of the  Partnership's  investments,  in the amount of $960,000
plus accrued  interest  payable of $1,675,554  as of December 31, 2002,  filed a
suit seeking a monetary judgment against the Partnership and the other partners.
During the six months ended June 30,  2003,  the  Partnership's  interest in the
Local Limited  Partnership was foreclosed on by the note holder. The Partnership
did not  incur a loss as a result  of this  foreclosure  as it had no  remaining
investment balance in this Local Limited Partnership.

During the six months ended June 30, 2003, the Partnership  sold its interest in
Penneco I at a price equal to its outstanding mortgage. The Partnership advanced
$123,000 to pay outstanding  accounts payable and closing costs. This amount has
been  recognized  as a loss  during  the six months  ended June 30,  2003 as the
Partnership  had  no  remaining   investment   balance  in  this  Local  Limited
Partnership.

As of June 30,  2003,  the  investment  balance  in 19 of the 21  Local  Limited
Partnerships  had been reduced to zero.  The  Partnership  still has  investment
balances in Cassidy Village and Park Place Local Limited Partnerships.

The following is a summary of the investments in Local Limited  Partnerships for
the six months ended June 30, 2003 (in thousands):

      Balance, beginning of period                           $ 473
      Equity in loss of limited partnerships                    (45)
      Amortization of acquisition costs                          (3)
      Advances to limited partnerships                           12
      Repayment of advances to limited partnerships             (22)
      Balance, end of period                                 $ 415

The following are unaudited combined estimated  statements of operations for the
three and six months ended June 30, 2003 and 2002 of Local Limited  Partnerships
in which the Partnership has invested (in thousands):
<TABLE>
<CAPTION>

                                    Three Months Ended            Six Months Ended
                                         June 30,                     June 30,
                                    2003           2002         2003          2002
Revenues                                        (Restated)                 (Restated)
<S>                               <C>            <C>           <C>          <C>
  Rental and other                $ 2,843        $ 2,169       $ 5,190      $ 4,337

Expenses
  Operating expenses                1,834          1,331         3,251        2,663
   Financial expenses                 593            564         1,163        1,128
  Depreciation                        543            352           938          703
                                    2,970          2,247         5,352        4,494
Loss from continuing
 operations                          (127)           (78)         (162)        (157)
Loss from discontinued
 operations                            --            (13)           --          (25)
Net loss                           $ (127)        $ (91)       $ (162)       $ (182)
</TABLE>

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued  operation on the  statement  of  operations.  The above  condensed
combined  results  of  operations  have been  restated  as of January 1, 2002 to
report the  operations  of Century Plaza and Penneco I Limited  Partnerships  as
discontinued operations.

Under recently adopted law and policy,  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 such new 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  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.

Note 3 - Notes Payable and Amounts Due for Partnership Interests

Three  of  the  Partnership's  investments  involved  purchases  of  partnership
interests   from   partners  who   subsequently   withdrew  from  the  operating
partnership.  The  purchase of these  interests  provides  for  additional  cash
payments of  approximately  $325,000 based upon specified  events as outlined in
the purchase  agreements.  Such amounts have been  recorded as  liabilities  and
included  in notes  payable.  In  addition,  the  Partnership  is  obligated  on
non-recourse  notes payable of $1,440,000 which bear interest at 9.5 percent per
annum and have principal maturities ranging from December 1999 to December 2012.
One  note  payable  and  related  accrued  interest  aggregating   approximately
$1,442,000  became payable prior to June 30, 2003.  Management is in the process
of  attempting  to negotiate  the  extension  of the maturity  date on this note
payable.  In the event the negotiations are unsuccessful,  the Partnership could
lose its investment in the Local Limited Partnership to foreclosure.

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.

Note 4 - Transactions With Affiliated Parties

Under  the  terms  of  the  Restated   Certificate   and  Agreement  of  Limited
Partnership, the Partnership is obligated to NAPICO for an annual management fee
equal  to  0.4  percent  of  the  original   invested   assets  of  the  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
partnerships.  The fee was approximately $89,000 and $101,000 for the six months
ended June 30, 2003 and 2002, respectively.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was  approximately  $11,000 for both of the six month  periods ended June
30,  2003 and 2002 and is  included  in  general  and  administrative  expenses.
Approximately  $1,000 of the 2003  reimbursements  are payable to NAPICO at June
30,  2003  and  are  included  in  "Due  to  affiliates"  on  the   accompanying
consolidated balance sheet.

In addition to being the Corporate  General Partner of the Partnership,  NAPICO,
or one of its affiliates,  was the general partner and property management agent
for four and five of the Local  Limited  Partnerships  for the six months  ended
June 30, 2003 and 2002, respectively.  The Local Limited Partnerships pay NAPICO
or its affiliate  property  management  fees in the amount of 5 percent of their
gross revenues and data  processing  fees.  The amounts paid were  approximately
$37,000  and  $62,000  for  the  six  months  ended  June  30,  2003  and  2002,
respectively.

Note 5 - Abandonment of Units

During the six months ended June 30, 2003 and the year ended  December 31, 2002,
the  number  of  Limited   Partnership  Units  decreased  by  8  and  58  units,
respectively,  due to limited partners abandoning their units. In abandoning his
or her Limited  Partnership  Unit(s), a limited partner  relinquishes all right,
title,  and interest in the partnership as of the date of abandonment.  However,
the limited partner is allocated his or her share of net income or loss for that
year.  The  income  or loss per  Limited  Partnership  Unit in the  accompanying
consolidated statements of operations is calculated based on the number of units
outstanding at the beginning of the year or 16,752 and 16,810 for the six months
ended June 30, 2003 and 2002, respectively.

Note 6 - Foreclosure of Local Limited Partnership

The holder of a purchase money  promissory  note issued by Century Plaza Limited
Partnership,  one of the  Partnership's  investments,  in the amount of $960,000
plus accrued  interest  payable of $1,675,554  as of December 31, 2002,  filed a
suit seeking a monetary judgment against the Partnership and the other partners.
During  the six  months  ended  June 30,  2003,  as a result of this  suit,  the
Partnership's  interest in this Local Limited  Partnership  was foreclosed on by
the note holder and the suit was  terminated.  The  Partnership  did not incur a
loss as a result of this foreclosure as it had no remaining  investment  balance
in this Local Limited Partnership.

Note 7 - Contingencies

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding  an  aggregate  of five units of limited  partnership  interests  in the
Partnership  commenced  an action in the United  States  District  Court for the
Central District of California against the Partnership, NAPICO and certain other
defendants.  The complaint alleged that the defendants  breached their fiduciary
duty to the limited partners of certain NAPICO managed partnerships and violated
securities  laws by making  materially  false and  misleading  statements in the
consent   solicitation   statements  sent  to  the  limited   partners  of  such
partnerships  relating to approval of the transfer of  partnership  interests in
limited partnerships,  owning certain of the properties, to affiliates of Casden
Properties  Inc.,  organized by an affiliate of NAPICO.  The  plaintiffs  sought
equitable relief, as well as compensatory  damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in Housing Programs Limited (another  affiliated  partnership in which NAPICO is
the corporate  general  partner)  commenced a virtually  identical action in the
United States District Court for the Central District of California  against the
Partnership,  NAPICO and certain other entities.  The second action was subsumed
in the first action,  and was  certified as a class action.  On August 21, 2001,
plaintiffs filed a supplemental complaint,  which added new claims,  including a
rescission of the transfer of partnership interests and an accounting.

In November 2002, the jury returned  special verdicts against NAPICO and certain
other defendants in the amount of approximately  $25.2 million for violations of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary duty. In addition, the jury awarded the plaintiffs punitive damages
against  NAPICO of  approximately  $92.5  million.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On May 30, 2003,  NAPICO and certain other defendants  entered into a memorandum
of  understanding  with the plaintiff  class and their  counsel  relating to the
settlement of the litigation.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel  relating to the settlement of the litigation.  The Stipulation of
Settlement remains subject to the preliminary and final approval of the court as
well  as the  approval  of  the  Plaintiffs.  Pursuant  to  the  Stipulation  of
Settlement,  within two days after receiving the court's preliminary approval of
the proposed settlement,  Alan I. Casden, on behalf of himself, NAPICO and other
defendants in the litigation,  is responsible for depositing $29 million into an
escrow  account for the benefit of the  Plaintiffs.  Upon final court  approval,
approval  by the  Plaintiffs  and the  lapse of any  time to  appeal  the  court
approval of the settlement, the following shall occur:

      1.    Alan I. Casden, on behalf of himself, NAPICO and other defendants in
            the litigation,  will transfer to an agent for the Plaintiffs shares
            of common stock  ("Class A Common  Stock") of AIMCO owned by certain
            affiliates  of Alan I. Casden with an aggregate  market value of $19
            million,  subject to certain  transfer  restrictions,  or at Alan I.
            Casden's option, $19 million in cash.

      2.    NAPICO will issue an  aggregate of $35 million in  promissory  notes
            for the benefit of the  Plaintiffs.  An  aggregate  of $7 million of
            notes are to be repaid each year. The notes will bear interest based
            on applicable rates of U.S. Treasury bills with similar  maturities.
            The notes will be guaranteed by AIMCO Properties, L.P., an affiliate
            of AIMCO.

      3.    The parties to the Stipulation of Settlement will release each other
            and  related  parties  from any and all claims  associated  with the
            litigation and the Plaintiffs' investment in the Partnership and the
            other affiliated partnerships.

      4.    The $29 million in the escrow account  established by Alan I. Casden
            will be released to the Plaintiffs.

Pursuant to the Stipulation of Settlement, upon final approval of the settlement
by the court,  the parties shall jointly  request that a new judgment be entered
in the litigation that will, among other things, expunge the judgment originally
entered against NAPICO and the other defendants on April 29, 2003.

On August 12, 2003, in connection with the proposed  settlement  pursuant to the
Stipulation of Settlement, NAPICO and AIMCO executed a Settlement Agreement (the
"Settlement  Agreement") with the prior  shareholders of Casden  Properties Inc.
The principal terms of the Settlement Agreement include:

      1.    That NAPICO will voluntarily  discontinue the action it commenced on
            May 13, 2003 against the former  shareholders  of Casden  Properties
            Inc. and other  indemnitors  in AIMCO's  March 2002  acquisition  of
            Casden Properties Inc. (the "Casden Merger").

      2.    That Alan I.  Casden  and  certain  related  entities  will  resolve
            certain pending claims for indemnification made by NAPICO, AIMCO and
            their affiliates.  These claims include  indemnification  related to
            the  litigation  and certain other  matters in  connection  with the
            Casden Merger.

     3.   AIMCO,  or an  affiliate,  will deposit $25 million of the $29 million
          that Alan I.  Casden is  responsible  for  depositing  into the escrow
          account for the benefit of the Plaintiffs pursuant to the terms of the
          Stipulation of Settlement.  In connection  with this deposit by AIMCO,
          The Casden  Company  will  transfer to AIMCO  531,915  shares of AIMCO
          Class A Common Stock owned by The Casden Company,  which shares are to
          be held in escrow by AIMCO until final approval of the  Stipulation of
          Settlement by the court and the Plaintiffs.  Upon such approval, AIMCO
          will become the owner of the 531,915 shares.  If final approval by the
          court and the Plaintiffs is not obtained, the $25 million deposited by
          AIMCO into the escrow account will be returned to AIMCO and AIMCO will
          return to The Casden Company the 531,915 shares.

     4.   The Casden  Company  will  promise to pay an  aggregate  amount of $35
          million on a secured,  nonrecourse basis to NAPICO. The Casden Company
          will  be  obligated  to  repay  an  aggregate  of $7  million  of  the
          obligation  each year.  The  obligation  to repay the $35 million will
          bear  the  same  interest  and  mature  on the  same  schedule  as the
          promissory  notes issued by NAPICO to the  plaintiffs  pursuant to the
          Stipulation  of  Settlement.  Payment  of  these  obligations  will be
          secured  by (i) a pledge of  744,681  shares  of AIMCO  Class A Common
          Stock  owned by Alan I.  Casden or an  affiliated  entity,  plus up to
          60,000 additional shares for accrued interest,  and (ii) cash proceeds
          of  recoveries  or  settlements  that  Alan  I.  Casden  or any of his
          affiliates,  or any of the former  shareholders  of Casden  Properties
          Inc.,  receive  in  connection  with  or  related  to  the  litigation
          (collectively,  "Recoveries").  The payment obligations to NAPICO will
          be required to be prepaid with any Recoveries received. Payment may be
          made in cash or in  shares  of  AIMCO  Class A  Common  Stock,  except
          payments with respect to Recoveries must be made in cash.

In addition to the litigation  discussed above, the Corporate General Partner is
involved in various other  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 2.     Management's Discussion and Analysis or Plan of Operation

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.

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. 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, including increased legal and audit
fees.

Liquidity and Capital Resources

The Properties in which the Partnership has invested, through its investments in
the Local Limited Partnerships, receive one or more forms of assistance from the
Federal  Government.  As a result,  the Local Limited  Partnerships'  ability to
transfer funds either to the Partnership or among themselves in the form of cash
distributions,  loans or advances is generally  restricted  by these  government
assistance programs. These restrictions, however, are not expected to impact the
Partnership's ability to meet its cash obligations.

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. The Partnership received  approximately $16,000
in distributions from Local Limited  Partnerships for both the six month periods
ended June 30, 2003 and 2002.

As of June 30, 2003 and 2002, the Partnership  had cash and cash  equivalents of
approximately $884,000 and $1,823,000, respectively.  Substantially all of these
amounts  are  on  deposit   primarily   with  high  credit   quality   financial
institutions,  earning  interest.  This  resulted  in  the  Partnership  earning
approximately  $8,000 and  $14,000 in interest  income for the six months  ended
June 30, 2003 and 2002, 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

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  affairs.  The fee is payable beginning with the month following
the Partnership's initial investment in a Local Limited Partnership.  Management
fees were  approximately  $43,000 and $89,000 for the three and six months ended
June 30, 2003, respectively,  compared to approximately $49,000 and $101,000 for
the corresponding periods in 2002.

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 $81,000 and $133,000 for
the  three  and six  months  ended  June 30,  2003,  respectively,  compared  to
approximately  $18,000 and $60,000 in 2002. The increase in legal and accounting
fees is  attributable  to legal  costs  related to items  discussed  in "Item 1.
Financial Statements - Note 7 - Contingencies".

General and administrative  expenses were approximately  $19,000 and $31,000 for
the three and six months ended June 30, 2003,  respectively,  and  approximately
$11,000  and  $55,000  for the  corresponding  period in 2002.  The  increase in
general and administrative  expenses for the three months ended June 30, 2003 is
attributable  to an increase in the costs  associated  with the  preparation and
filing of the  Partnership's  quarterly  financial  statements and communicating
with the  Partnership's  investors.  The decrease in general and  administrative
expenses  for the six months ended June 30, 2003 is due to the decrease in costs
of  communicating  with the  investors.  Included in general and  administrative
expenses  are  reimbursements  to NAPICO for  certain  expenses,  which  totaled
approximately  $11,000 for both of the six month periods ended June 30, 2003 and
2002.

The Partnership  accounts for its investments in the Limited Partnerships on the
equity method,  thereby  adjusting its investment  balance by its  proportionate
share of the income or loss of the Limited  Partnerships.  Losses incurred after
the limited partnership investment account is reduced to zero are not recognized
in accordance with the equity accounting  method. The investments in all but two
of the Limited  Partnerships  have been reduced to zero as of June 30, 2003. The
Partnership  still has an investment  balance in Cassidy  Village and Park Place
Limited Partnerships.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local  Limited  Partnerships.  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 impairment charges.  However,
since the  Partnership  is not legally  liable for the  obligations of the Local
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 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.  During the six months  ended June 30,
2003, the Partnership recognized equity in loss of approximately $45,000. During
the six months ended June 30, 2002, the Partnership  recognized equity in income
of approximately $54,000.

The holder of a purchase money  promissory  note issued by Century Plaza Limited
Partnership,  one of the  Partnership's  investments,  in the amount of $960,000
plus accrued  interest  payable of $1,675,554  as of December 31, 2002,  filed a
suit seeking a monetary judgment against the Partnership and the other partners.
During  the six  months  ended  June 30,  2003,  as a result of this  suit,  the
Partnership's  interest in this Local Limited  Partnership  was foreclosed on by
the note holder and the suit was  terminated.  The  Partnership  did not incur a
loss as a result of this foreclosure as it had no remaining  investment  balance
in this Local Limited Partnership.

During the six months ended June 30, 2003, the Partnership  sold its interest in
Penneco I at a price equal to its outstanding mortgage. The Partnership advanced
$123,000 to pay outstanding  accounts payable and closing costs. This amount has
been  recognized  as a loss during the six months  ended June 30,  2003,  as the
Partnership  had  no  remaining   investment   balance  in  this  Local  Limited
Partnership.

Under recently adopted law and policy,  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 such new 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 this new 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  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  payments 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 $1,440,000  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 limited  partnerships.  Unpaid interest is due at maturity of
the notes.  Interest expense was approximately $68,000 for both of the six month
periods  ended June 30, 2003 and 2002.  One note  payable  and  related  accrued
interest aggregating  approximately  $1,442,000 became payable prior to June 30,
2003.  Management  is in the process of attempting to negotiate the extension of
the  maturity  date on this note  payable.  In the event  the  negotiations  are
unsuccessful,  the  Partnership  could lose its  investment in the Local Limited
Partnership to foreclosure.

Other

In addition to its indirect ownership of the general partnership interest in the
Partnership, AIMCO and its affiliates owned 446.5 limited partnership units (the
"Units") in the Partnership, representing 5.33% of the outstanding Units at June
30, 2003. A Unit consists of two limited partnership interests. These Units were
acquired  pursuant  to tender  offers  made by AIMCO and 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 the  operating  partnership  of
AIMCO. Pursuant to 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.

Recent Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), Consolidation
of Variable Interest Entities.  FIN 46 requires the consolidation of entities in
which an enterprise absorbs a majority of the entity's expected losses, receives
a majority of the entity's expected  residual  returns,  or both, as a result of
ownership,  contractual or other financial interests in the entity. Prior to the
issuance of FIN 46,  entities were generally  consolidated by an enterprise when
it had a controlling  financial  interest through ownership of a majority voting
interest in the entity. FIN 46 applied immediately to variable interest entities
created  after  January 31, 2003,  and with respect to variable  interests  held
before February 1, 2003, FIN 46 will apply beginning July 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities  under the  provisions of FIN 46. At June 30, 2003,  the  Partnership's
maximum  exposure to loss with  regard to  unconsolidated  partnerships  was its
recorded investment in these partnerships totaling  approximately  $415,000. The
Partnership has not yet determined the anticipated impact of adopting FIN 46 for
its partnership  agreements that existed as of January 31, 2003. However, FIN 46
may require the  consolidation  of the assets,  liabilities  and  operations  of
certain of the Partnership's  unconsolidated  partnership investments.  Although
the Partnership does not believe the full adoption of FIN 46 will have an impact
on net earnings,  the Partnership cannot make any definitive conclusion until it
completes its evaluation.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  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  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  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 90% to 99%.  Distributions of
surplus cash from operations from twelve 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 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. For the nine remaining Local Limited Partnerships, distributions of
surplus cash are not restricted. 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 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 3.     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
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

                           PART II - OTHER INFORMATION



ITEM 1.     LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding  an  aggregate  of five units of limited  partnership  interests  in the
Partnership  commenced  an action in the United  States  District  Court for the
Central District of California against the Partnership, NAPICO and certain other
defendants.  The complaint alleged that the defendants  breached their fiduciary
duty to the limited partners of certain NAPICO managed partnerships and violated
securities  laws by making  materially  false and  misleading  statements in the
consent   solicitation   statements  sent  to  the  limited   partners  of  such
partnerships  relating to approval of the transfer of  partnership  interests in
limited partnerships,  owning certain of the properties, to affiliates of Casden
Properties  Inc.,  organized by an affiliate of NAPICO.  The  plaintiffs  sought
equitable relief, as well as compensatory  damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in Housing Programs Limited (another  affiliated  partnership in which NAPICO is
the corporate  general  partner)  commenced a virtually  identical action in the
United States District Court for the Central District of California  against the
Partnership,  NAPICO and certain other entities.  The second action was subsumed
in the first action,  and was  certified as a class action.  On August 21, 2001,
plaintiffs filed a supplemental complaint,  which added new claims,  including a
rescission of the transfer of partnership interests and an accounting.

In November 2002, the jury returned  special verdicts against NAPICO and certain
other defendants in the amount of approximately  $25.2 million for violations of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary duty. In addition, the jury awarded the plaintiffs punitive damages
against  NAPICO of  approximately  $92.5  million.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On May 30, 2003,  NAPICO and certain other defendants  entered into a memorandum
of  understanding  with the plaintiff  class and their  counsel  relating to the
settlement of the litigation.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel  relating to the settlement of the litigation.  The Stipulation of
Settlement remains subject to the preliminary and final approval of the court as
well  as the  approval  of  the  Plaintiffs.  Pursuant  to  the  Stipulation  of
Settlement,  within two days after receiving the court's preliminary approval of
the proposed settlement,  Alan I. Casden, on behalf of himself, NAPICO and other
defendants in the litigation,  is responsible for depositing $29 million into an
escrow  account for the benefit of the  Plaintiffs.  Upon final court  approval,
approval  by the  Plaintiffs  and the  lapse of any  time to  appeal  the  court
approval of the settlement, the following shall occur:

      1.    Alan I. Casden, on behalf of himself, NAPICO and other defendants in
            the litigation,  will transfer to an agent for the Plaintiffs shares
            of common stock  ("Class A Common  Stock") of AIMCO owned by certain
            affiliates  of Alan I. Casden with an aggregate  market value of $19
            million,  subject to certain  transfer  restrictions,  or at Alan I.
            Casden's option, $19 million in cash.

      2.    NAPICO will issue an  aggregate of $35 million in  promissory  notes
            for the benefit of the  Plaintiffs.  An  aggregate  of $7 million of
            notes are to be repaid each year. The notes will bear interest based
            on applicable rates of U.S. Treasury bills with similar  maturities.
            The notes will be guaranteed by AIMCO Properties, L.P., an affiliate
            of AIMCO.

      3.    The parties to the Stipulation of Settlement will release each other
            and  related  parties  from any and all claims  associated  with the
            litigation and the Plaintiffs' investment in the Partnership and the
            other affiliated partnerships.

      4.    The $29 million in the escrow account  established by Alan I. Casden
            will be released to the Plaintiffs.

Pursuant to the Stipulation of Settlement, upon final approval of the settlement
by the court,  the parties shall jointly  request that a new judgment be entered
in the litigation that will, among other things, expunge the judgment originally
entered against NAPICO and the other defendants on April 29, 2003.

On August 12, 2003, in connection with the proposed  settlement  pursuant to the
Stipulation of Settlement, NAPICO and AIMCO executed a Settlement Agreement (the
"Settlement  Agreement") with the prior  shareholders of Casden  Properties Inc.
The principal terms of the Settlement Agreement include:

      1.    That NAPICO will voluntarily  discontinue the action it commenced on
            May 13, 2003 against the former  shareholders  of Casden  Properties
            Inc. and other  indemnitors  in AIMCO's  March 2002  acquisition  of
            Casden Properties Inc. (the "Casden Merger").

      2.    That Alan I.  Casden  and  certain  related  entities  will  resolve
            certain pending claims for indemnification made by NAPICO, AIMCO and
            their affiliates.  These claims include  indemnification  related to
            the  litigation  and certain other  matters in  connection  with the
            Casden Merger.

     3.   AIMCO,  or an  affiliate,  will deposit $25 million of the $29 million
          that Alan I.  Casden is  responsible  for  depositing  into the escrow
          account for the benefit of the Plaintiffs pursuant to the terms of the
          Stipulation of Settlement.  In connection  with this deposit by AIMCO,
          The Casden  Company  will  transfer to AIMCO  531,915  shares of AIMCO
          Class A Common Stock owned by The Casden Company,  which shares are to
          be held in escrow by AIMCO until final approval of the  Stipulation of
          Settlement by the court and the Plaintiffs.  Upon such approval, AIMCO
          will become the owner of the 531,915 shares.  If final approval by the
          court and the Plaintiffs is not obtained, the $25 million deposited by
          AIMCO into the escrow account will be returned to AIMCO and AIMCO will
          return to The Casden Company the 531,915 shares.

     4.   The Casden  Company  will  promise to pay an  aggregate  amount of $35
          million on a secured,  nonrecourse basis to NAPICO. The Casden Company
          will  be  obligated  to  repay  an  aggregate  of $7  million  of  the
          obligation  each year.  The  obligation  to repay the $35 million will
          bear  the  same  interest  and  mature  on the  same  schedule  as the
          promissory  notes issued by NAPICO to the  plaintiffs  pursuant to the
          Stipulation  of  Settlement.  Payment  of  these  obligations  will be
          secured  by (i) a pledge of  744,681  shares  of AIMCO  Class A Common
          Stock  owned by Alan I.  Casden or an  affiliated  entity,  plus up to
          60,000 additional shares for accrued interest,  and (ii) cash proceeds
          of  recoveries  or  settlements  that  Alan  I.  Casden  or any of his
          affiliates,  or any of the former  shareholders  of Casden  Properties
          Inc.,  receive  in  connection  with  or  related  to  the  litigation
          (collectively,  "Recoveries").  The payment obligations to NAPICO will
          be required to be prepaid with any Recoveries received. Payment may be
          made in cash or in  shares  of  AIMCO  Class A  Common  Stock,  except
          payments with respect to Recoveries must be made in cash.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  Exhibit  3,  Partnership  Agreement  (herein  incorporated  by
                  reference  to the  Partnership's  Form S-11  Registration  No.
                  2-82090).

                  Exhibit 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.

                  Exhibit 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.

                  Exhibit  32.1,  Certification  Pursuant  to 18 U.S.C.  Section
                  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

            b) Reports on Form 8-K filed during the quarter ended June 30, 2003:

                  Current  Report  on Form 8-K dated  April  30,  2003 and filed
                  April  30,  2003  related  to  a  judgment   against  National
                  Partnership   Investments  Corp.  ("NAPICO"),   the  corporate
                  general partner of the Registrant.

                  Current  Report on Form 8-K dated May 30,  2003,  and filed on
                  June 2, 2003  related to the  settlement  of In Re Real Estate
                  Associates   Limited   Partnership   Litigation   (the   "REAL
                  Litigation").


<PAGE>


                                   SIGNATURES



In accordance with the  requirements 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
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          Corporate General Partner


                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President and Chief Executive Officer


                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer


                                    Date: August 13, 2003


<PAGE>


Exhibit 31.1

                                  CERTIFICATION


I, David R. Robertson, certify that:


1.    I have  reviewed  this  quarterly  report on Form  10-QSB  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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date:  August 13, 2003

                                /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


<PAGE>


Exhibit 31.2

                                  CERTIFICATION


I, Brian H. Shuman, certify that:


1.    I have  reviewed  this  quarterly  report on Form  10-QSB  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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date:  August 13, 2003

                                /s/Brian H. Shuman
                                Brian H. Shuman
                                Senior  Vice   President  and  Chief   Financial
                                Officer  of  National  Partnership   Investments
                                Corp.,   equivalent   of  the  chief   financial
                                officer of the Partnership


<PAGE>


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 Quarterly Report on Form 10-QSB of Real Estate Associates
Limited VI (the "Partnership"),  for the quarterly period ended June 30, 2003 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  Brian  H.  Shuman,  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:  August 13, 2003


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  August 13, 2003


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.