|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C.  20549           
|                                  
|Form 10-QSB                       



(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934



|                                            
|--------------------------------------------
|For the quarterly period endedMarch 31, 2006





[ ]

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

ACT



|                                                                 
|-----------------------------------------------------------------
|For the transition period from __________ to __________          
|                                                                 
|Commission file number 0-13112                                   
|                                                                 
|                                                                 
|REAL ESTATE ASSOCIATES LIMITED VI                                
|(Exact name of small business issuer 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)             





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. Yes X  No ___



Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of Exchange Act).  Yes ___ No _X__









PART I - FINANCIAL INFORMATION





ITEM 1.

FINANCIAL STATEMENTS





|                                 
|---------------------------------
|REAL ESTATE ASSOCIATES LIMITED VI
|                                 
|CONSOLIDATED BALANCE SHEET       
|                                 
|MARCH 31, 2006                   
|(in thousands)                   
|(Unaudited)                      







|                                                     |          |        
|---------------------------------------------------- | -------- | -------
|Assets                                               |          |        
|                                                     |          |        
|Investments in and advances to local limited         |          |        
|partnerships (Note 2)                                |          | $   348
|Cash and cash equivalents                            |          | 1,790  
|Other receivables                                    |          | 155    
|Total assets                                         |          | $2,293 
|                                                     |          |        
|Liabilities and Partners (Deficiency) Capital       |          |        
|                                                     |          |        
|Liabilities:                                         |          |        
|Accounts payable and accrued expenses                |          | $    22
|Taxes payable                                        |          | 157    
|Notes payable and amounts due for partnership        |          |        
|interests, including $520 in default (Note 3)        |          | 820    
|Accrued interest payable, including $1,080 in        |          |        
|default (Note 3)                                     |          | 1,447  
|Due to affiliates                                    |          | 41     
|                                                     |          |        
|Partners' (Deficiency) Capital                       |          |        
|General partners                                     | $  (354) |        
|Limited partners                                     | 160      | (194)  
|                                                     |          |        
|Total liabilities and partners' (deficiency) capital |          | $2,293 





See Accompanying Notes to Consolidated Financial Statements













|                                        
|----------------------------------------
|REAL ESTATE ASSOCIATES LIMITED VI       
|                                        
|CONSOLIDATED STATEMENTS OF OPERATIONS   
|(in thousands, except per interest data)
|(Unaudited)                             







|                                                   |                    |         
|-------------------------------------------------- | ------------------ | --------
|                                                   | Three Months Ended
|                                                   | March 31,         
|                                                   | 2006               | 2005    
|Revenues:                                          |                    |         
|Interest income                                    | $19                | $1      
|                                                   |                    |         
|Operating expenses:                                |                    |         
|Management fee - partners (Note 4)                 | 29                 | 40      
|Legal and accounting                               | 17                 | 22      
|Tax expense                                        | 22                 | 21      
|General and administrative (Note 4)                | 9                  | 13      
|Interest (Note 3)                                  | 16                 | 33      
|Total operating expenses                           | 93                 | 129     
|                                                   |                    |         
|Loss from partnership operations                   | (74)               | (128)   
|Advances to local limited partnerships recognized  |                    |         
|as expense (Note 2)                                | --                 | (29)    
|Equity in loss of local limited partnerships and   |                    |         
|amortization of acquisition costs (Note 2)         | (5)                | (8)     
|                                                   |                    |         
|Net loss                                           | $(79)              | $(165)  
|                                                   |                    |         
|Net loss allocated to general partners (1%)        | $    (1)           | $    (2)
|Net loss allocated to limited partners (99%)       | (78)               | (163)   
|                                                   |                    |         
|                                                   | $(79)              | $(165)  
|                                                   |                    |         
|Net loss per limited partnership interest (Note 1) | $(4.66)            | $(9.74) 





See Accompanying Notes to Consolidated Financial Statements













|                                                        
|--------------------------------------------------------
|REAL ESTATE ASSOCIATES LIMITED VI                       
|                                                        
|CONSOLIDATED STATEMENT OF PARTNERS' (DEFICIENCY) CAPITAL
|(in thousands, except interest data)                    
|(Unaudited)                                             







|                                |          |          |         
|------------------------------- | -------- | -------- | --------
|                                | General  | Limited  |         
|                                | Partners | Partners | Total   
|                                |          |          |         
|Number of limited partnership   |          |          |         
|Interests (A)                   |          | 16,740   |         
|                                |          |          |         
|Partners' deficiency (capital), |          |          |         
|December 31, 2005               | $ (353)  | $   238  | $  (115)
|                                |          |          |         
|Net loss for the three months   |          |          |         
|ended March 31, 2006            | (1)      | (78)     | (79)    
|                                |          |          |         
|Partners' deficiency (capital), |          |          |         
|March 31, 2006                  | $(354)   | $160     | $(194)  
|                                |          |          |         
|Percentage interest at          |          |          |         
|March 31, 2006                  | 1%       | 99%      | 100%    
|                                |          |          |         



(A)  Consists of 16,740 partnership interests at March 31, 2006 and 2005.



See Accompanying Notes to Consolidated Financial Statements















|                                     
|-------------------------------------
|REAL ESTATE ASSOCIATES LIMITED VI    
|                                     
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(in thousands)                       
|(Unaudited)                          







|                                                         |                    |         
|-------------------------------------------------------- | ------------------ | --------
|                                                         | Three Months Ended
|                                                         | March 31,         
|                                                         | 2006               | 2005    
|Cash flows from operating activities:                    |                    |         
|Net loss                                                 | $   (79)           | $  (165)
|Adjustments to reconcile net loss to net cash used in    |                    |         
|operating activities:                                    |                    |         
|Equity in loss of local limited partnerships and         |                    |         
|amortization of acquisition costs                        | 5                  | 8       
|Advances to local limited partnerships recognized        |                    |         
|as expense                                               | --                 | 29      
|Change in accounts:                                      |                    |         
|Due to affiliates                                        | 29                 | --      
|Accrued taxes                                            | 21                 | 21      
|Accounts payable and accrued expenses                    | (34)               | (17)    
|Accrued interest payable                                 | 16                 | 34      
|Net cash used in operating activities                    | (42)               | (90)    
|                                                         |                    |         
|Cash flows from investing activities:                    |                    |         
|Distributions from local limited partnerships recognized |                    |         
|as a reduction of the investment balance                 | 2                  | --      
|Advances to local limited partnerships                   | --                 | (29)    
|Net cash provided by (used in) investing activities      | 2                  | (29)    
|                                                         |                    |         
|Net decrease in cash and cash equivalents                | (40)               | (119)   
|Cash and cash equivalents, beginning of period           | 1,830              | 186     
|                                                         |                    |         
|Cash and cash equivalents, end of period                 | $1,790             | $67     



See Accompanying Notes to Consolidated Financial Statements













|                                          
|------------------------------------------
|REAL ESTATE ASSOCIATES LIMITED VI         
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                               
|                                          
|MARCH 31, 2006                            



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 consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements and related notes thereto contained in the annual report for the year ended December 31, 2005 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s management, 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 March 31, 2006 and the results of operations and changes in cash flows for the three months ended March 31, 2006 and 2005.



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 ("NAPIA" or the "Non-Corporate General Partner").  The Corporate General Partner is a subsidiary of Apartment Investment and Management Company (AIMCO), a publicly traded real estate investment trust.



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 Estate Associates Limited VI and its majority-owned general partnerships.  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.



Method of Accounting for Investment in Local Limited Partnerships



The investments in unconsolidated 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 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 at the beginning of the year. The number of limited partnership interests was 16,740 as of January 1, 2006 and 2005.













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 primarily 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. The remaining 18 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 18 apartment properties with a total of 903 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 $348,000 at March 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 Pronouncement



In May 2005, the Financial Accounting Standards Board 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, although early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date SFAS No. 154 was issued. The adoption of SFAS No. 154 did not have a material effect on the Partnerships consolidated financial condition or results of operations.



NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS



As of March 31, 2006, the Partnership holds limited partnership interests in 15 local limited partnerships (the 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 18 Local Limited Partnerships which owned, as of March 31, 2006, residential low income rental projects consisting of 903 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.



As of March 31, 2006, the investment balance in 16 of the 18 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 three months ended March 31, 2005, approximately $29,000 were advanced to the Local Limited Partnerships and were recognized as expense in the accompanying consolidated statements of operations.  No such advances were made during the three months ended March 31, 2006.



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.  The Partnerships investment balance in the Local Limited Partnership has been reduced to zero.











On September 27, 2005 a Local Limited Partnership, Fillmore Investors, Ltd., sold its investment property, consisting of 32 units, for a sales price of approximately $150,000 in excess of the secured debt. 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 has no remaining investment balance in Fillmore.



On June 2, 2005, the Partnership entered into an agreement (the Assignment Agreement) pursuant to which the Partnership and Boytons general partners agreed to assign their interest in Boynton Associates, Ltd. (Boynton) a Local Limited Partnership 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 following is a summary of the investments in Local Limited Partnerships for the three months ended March 31, 2006 (in thousands):



|                                            |       
|------------------------------------------- | ------
|Balance, beginning of period                | $  355
|Equity in loss of Local Limited Partnership | (2)   
|Distributions                               | (2)   
|Amortization of acquisition costs           | (3)   
|                                            |       
|Balance, end of period                      | $348  



The following are unaudited combined estimated statements of operations for the three months ended March 31, 2006 and 2005 of Local Limited Partnerships in which the Partnership has invested (in thousands):



|                                |                    |           
|------------------------------- | ------------------ | ----------
|                                | Three Months Ended
|                                | March 31,         
|                                | 2006               | 2005      
|                                |                    | (Restated)
|Revenues                        |                    |           
|Rental and other                | $1,548             | $1,520    
|                                |                    |           
|Expenses                        |                    |           
|Operating expenses              | 991                | 973       
|Financial expenses              | 344                | 356       
|Depreciation                    | 250                | 252       
|                                | 1,585              | 1,581     
|                                |                    |           
|Loss from continuing operations | $(37)              | $(61)     



The combined results of operations for the three months ended March 31, 2005 have been restated to exclude the operations of Lonsdale Apartments as this property was sold in May 2005, Fillmore which was sold on September 27, 2005 and Boynton Terrace due to the assignment of the Partnerships interest in this Local Limited Partnership effective September 28, 2005.



In addition to being the Corporate General Partner of the Partnership, NAPICO, or one of its affiliates, is the general partner and property management agent for two and three of the Local Limited Partnerships for the three months ended March 31, 2006 and 2005, respectively. 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 $14,000 for the three months ended March 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 such 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 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.



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 $1,600,000 became payable prior to March 31, 2006 and is currently in default. 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 Partnerships investment balance in the Local Limited Partnership at March 31, 2006 was approximately $64,000.



During 2005, the Partnership entered into an agreement with the non-recourse note holder for Cassady Village Apartments to permit them to purchase a series of projects including the properties owned by the Local 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 agrees to forebear taking any action under the note for such period.  The Partnerships investment balance in Cassady Village at March 31, 2006 was approximately $64,000.  The Partnerships investment balance in Marshall Plaza I & II at March 31, 2006 was zero.



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 have been recorded as liabilities and included in notes payable.











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 Local Limited Partnerships at the beginning of the year.  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 $29,000 and $40,000 for the three months ended March 31, 2006 and 2005, respectively. At March 31, 2006, approximately $28,000 of accrued fees were included in due to affiliates and this amount was paid subsequent to March 31, 2006.



The Partnership reimburses NAPICO for certain expenses. The reimbursement to NAPICO was approximately $6,000 for the three months ended March 31, 2005 and is included in general and administrative expenses. No such reimbursements were charged for the three months ended March 31, 2006. At March 31, 2006, approximately $13,000 of accrued reimbursements were included in due to affiliates and this amount was paid subsequent to March 31, 2006.



In addition to being the Corporate General Partner of the Partnership, NAPICO, or one of its affiliates, is the general partner and property management agent for two and three of the Local Limited Partnerships for the three months ended March 31, 2006 and 2005, respectively. 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 $14,000 for the three months ended March 31, 2006 and 2005, respectively.



NOTE 5 - 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 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. 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. No distributions to partners were made during the three months ended March 31, 2006 and 2005.



Distributions received from Local Limited Partnerships are recognized as a reduction of the investment balance until the investment balance has been reduced to zero. Subsequent distributions received are recognized as income.  The Partnership received approximately $2,000 in distributions from a Local Limited Partnership during the three months ended March 31, 2006.  No distributions were received during the three months ended March 31, 2005.



As of March 31, 2006 and 2005, the Partnership had cash and cash equivalents of approximately $1,790,000 and $67,000, respectively. Substantially all of this cash is on deposit primarily with a financial institution, earning interest at market rates. This resulted in the Partnership earning approximately $19,000 and $1,000 in interest income for the three months ended March 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.



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 $1,600,000 became payable prior to March 31, 2006 and is currently in default. 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 Partnerships investment balance in the Local Limited Partnership at March 31, 2006 was approximately $64,000.















During 2005, the Partnership entered into an agreement with the non-recourse note holder for Cassady Village Apartments to permit them to purchase a series of projects including the properties owned by the Local 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 agrees to forebear taking any action under the note for such period.  The Partnerships investment balance in Cassady Village at March 31, 2006 was approximately $64,000.  The Partnerships investment balance in Marshall Plaza I & II at March 31, 2006 was zero.



Results of Operations



At March 31, 2006, the Partnership had investments in 15 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 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 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 investments in all but two of the Local Limited Partnerships have been reduced to zero as of March 31, 2006. The Partnership still has an investment balance in Cassidy Village and Park Place Limited Partnerships.



The Partnership recognized equity in loss and amortization of acquisition costs of Local Limited Partnerships of approximately $5,000 and $8,000 for the three months ended March 31, 2006 and 2005, respectively.



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 at the beginning of the year. 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 $29,000 and $40,000 for the three months ended March 31, 2006 and 2005, respectively. The decrease in management fees is due to the loss of investment in three Local Limited Partnerships during 2005.



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 $17,000 and $22,000 for the three months ended March 31, 2006 and 2005, respectively. The decrease in legal and accounting fees is due to a decrease in legal costs.



General and administrative expenses were approximately $9,000 and $13,000 for the three months ended March 31, 2006 and 2005, respectively. Included in general and administrative expenses are reimbursements to NAPICO for certain expenses, which totaled approximately $6,000 for the three months ended March 31, 2005.  No such reimbursements were charged during the three months ended March 31, 2006.













The Partnership incurs expense for certain New Jersey state tax returns.  For the three months ended March 31, 2006 and 2005, the expense was approximately $22,000 and $21,000, respectively.



Interest expense on non-recourse notes payable was approximately $16,000 and $33,000 for the three months ended March 31, 2006 and 2005. The decrease was due to the payoff of the note payable in May of 2005 related to Lonsdale Housing Associates.



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 three months ended March 31, 2005, approximately $29,000, were advanced to the Local Limited Partnerships and were recognized as expense in the accompanying consolidated statements of operations.  No such advances were made during the three months ended March 31, 2006.



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.  The Partnerships investment balance in the Local Limited Partnership has been reduced to zero.



On September 27, 2005 a Local Limited Partnership, Fillmore Investors, Ltd., sold its investment property, consisting of 32 units, for a sales price of approximately $150,000 in excess of the secured debt. 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 has no remaining investment balance in Fillmore.



On June 2, 2005, the Partnership entered into an agreement (the Assignment Agreement) pursuant to which the Partnership and Boytons general partners agreed to assign their interest in Boynton Associates, Ltd. (Boynton) a Local Limited Partnership 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, 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.



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 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.



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 10.50% of the outstanding Units at March 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 primarily 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. The remaining 18 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 18 apartment properties with a total of 903 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 $348,000 at March 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



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 critical 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 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 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 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.



















SIGNATURES







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









| |                                           
| | ------------------------------------------
| | 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: May 5, 2006                         





















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 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 Exhibit 10.1 to Current Report on Form 8-K dated September 28, 2005.



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 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 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:  May 5, 2006

/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 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 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:  May 5, 2006

/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 Quarterly Report on Form 10-QSB of Real Estate Associates Limited VI (the "Partnership"), for the quarterly period ended March 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: May 5, 2006        
| |                          
| | /s/Kathleen Danilchick   
| | Name: Kathleen Danilchick
| | Date: May 5, 2006        





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.