UNITED
STATESSECURITIES AND
EXCHANGE COMMISSIONWashington, D.C.20549Form 10-Q/A No.
1  (Mark One) [X]   QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For
the quarterly period endedMarch 31,
2008   [ ]   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
0-13112REAL ESTATE ASSOCIATES
LIMITED VI(Exact name of
registrant as specified in its charter)  California
95-3778627(State or other
jurisdiction of
(I.R.S.
Employerincorporation or
organization)
(Identification No.)   55
Beattie Place, PO Box 1089Greenville, South Carolina 
29602(Address of principal
executive offices)(864)
239-1000(Registrants
telephone number, including area code)   Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. [X] Yes  [ ]
No  Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See the definitions
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.  Large accelerated
filer [ ]
Accelerated filer [
]Non-accelerated filer
[ ]
(Do not check if a
smaller reporting company)
Smaller reporting
company [X]  Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). [ ] Yes  [X] No


Explanatory
Note  Real
Estate Associates Limited VI (the "Partnership" or "Registrant") is filing this
Amendment on Form 10-Q (the "Amendment") for the sole purpose of amending the
Partnerships Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2008 (the "Original Filing").  This Amendment adjusts the Partnerships
management fee expense for 2008 and 2007.  Because of the errors noted
above, the Partnership's financial statements showed an understatement of net
loss for the three months ended March 31, 2008 and 2007, respectively, and an
understatement of liabilities and overstatement of partners' capital as of March
31, 2008 and December 31, 2007. These errors have been corrected in the restated
financial statements.  Please
note that this Amendment restates only those items of the Original Filing that
were affected by the above-described corrections.   Furthermore, the
information contained in this Amendment is as of the date of the Original Filing
and does not reflect any subsequent information or events occurring after the
date of the Original Filing.  Therefore, you should read this Amendment
together with other documents that the Partnership has filed with the United
States Securities and Exchange Commission (the "SEC") subsequent to the filing
of the Original Filing.  Information in such reports and documents updates
and supersedes certain information contained in this Amendment.


PART I - FINANCIAL
INFORMATION   ITEM
1.     FINANCIAL STATEMENTS   REAL ESTATE ASSOCIATES
LIMITED VICONSOLIDATED BALANCE
SHEETS(in
thousands) (as
restated  see Note 1)   March
31,
December
31,2008
2007(Unaudited)
(Note)AssetsInvestments in and
advances to Local LimitedPartnerships
(Note 2)
$  
364
$  
364Cash and cash
equivalents
2,680
2,695Other
receivables
165
171Total
assets
$3,209
$3,230Liabilities and
Partners (Deficiency) CapitalLiabilities:Accounts
payable and accrued expenses
$
   60
$    34Taxes
payable
173
140Due to affiliate (Note 4)
400
391Notes payable,
in default (Note 3)
520
520Accrued
interest payable, in default (Note 3)
1,178
1,1662,331
2,251Partners' (Deficiency)
CapitalGeneral
partners
(343)
(342)Limited
partners
1,221
1,321878
979Total liabilities and
partners' (deficiency) capital
$3,209
$3,230  Note: The consolidated
balance sheet at December 31, 2007 has been derived from the audited financial
statements at that date but does not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements.  See
Accompanying Notes to Consolidated Financial Statements


REAL ESTATE ASSOCIATES
LIMITED VICONSOLIDATED
STATEMENTS OF OPERATIONS(Unaudited)(in
thousands, except per interest data)    Three Months
EndedMarch
31,2008
2007(Restated
 see Note 1)Revenues:Interest
income
$24
$26Operating
expenses:Management fees
- partners (Note 4)
35
37Legal and
accounting
14
15Tax
expense
33
22General and
administrative
5
10Interest (Note
3)
12
16Total operating
expenses
99
100Loss from Partnership
operations
(75)
(74)Advances to Local
Limited Partnerships recognizedas expense (Note
2)
(26)
(30)Net loss
$(101)
$(104)Net loss allocated to
general partners (1%)
$   
(1)
$   
(1)Net loss allocated to
limited partners (99%)
(100)
(103)$(101)
$(104)Net loss per limited
partnership interest (Note 1)
$(5.99)
$(6.16)  See
Accompanying Notes to Consolidated Financial Statements


REAL ESTATE ASSOCIATES
LIMITED VICONSOLIDATED STATEMENT
OF PARTNERS' (DEFICIENCY) CAPITAL(Unaudited)(in
thousands, except interest data) (as
restated  see Note 1)    General
LimitedPartners
Partners
TotalNumber of limited
partnershipinterests
(A)

16,702Partners' (deficiency)
capital,December 31,
2007
$ (342)
$
1,321
$
  979Net loss for the three
monthsended March 31,
2008
(1)
(100)
(101)Partners' (deficiency)
capital,March 31,
2008
$(343)
$1,221
$878Percentage interest
atMarch 31,
2008
1%
99%
100%  (A)   Consists of
16,702 partnership interests at March 31, 2008 and December 31, 2007.  See
Accompanying Notes to Consolidated Financial Statements


REAL ESTATE ASSOCIATES
LIMITED VICONSOLIDATED
STATEMENTS OF CASH FLOWS(Unaudited)(in
thousands)    Three
Months EndedMarch
31,2008
2007(Restated
 see Note 1)Cash flows from operating
activities:Net loss
$  (101)
$  (104)Adjustments to reconcile net
loss to net cash used inoperating
activities:Advances to Local Limited
Partnerships recognizedas
expense
26
30Change in
accounts:Other
receivables
6
--Due to
affiliate
9
10Accrued taxes
33
20Accounts payable and accrued
expenses
1
(1)Accrued interest
payable
12
16Net cash used in operating
activities
(14)
(29)Cash flows used in investing
activities:Advances to Local Limited
Partnerships
(1)
(30)Net decrease in cash and
cash equivalents
(15)
(59)Cash and cash equivalents,
beginning of period
2,695
2,048Cash and cash equivalents,
end of period
$2,680
$1,989Supplemental disclosure of
non-cash activity:Advances payable to Local
Limited Partnership
$25
$--  See
Accompanying Notes to Consolidated Financial Statements


REAL
ESTATE ASSOCIATES LIMITED VINOTES
TOCONSOLIDATEDFINANCIAL
STATEMENTS(Unaudited)  NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  General  The information contained in
the following notes to the unaudited 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 fiscal year ended December 31, 2007 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, 2008 and the results of operations and changes in cash flows for
the three months ended March 31, 2008 and 2007.  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.  The Corporate General Partner is a subsidiary of
Apartment Investment and Management Company (AIMCO), a publicly traded real
estate investment trust.  Correction
of an Error  As
disclosed in Note 4  Transactions with Affiliated Parties, the Partnership is
obligated to NAPICO for an annual management fee.  In previous years, the
Partnership did not properly recognize the correct amount of management fee
expense in accordance with the terms of the Partnership Agreement.  The
Partnership incorrectly recognized management fee expense of 0.4 percent of the
Partnerships original remaining invested assets of the Local Limited
Partnerships. The correct fee is 0.5 percent of the Partnerships original
remaining invested assets of the Local Limited Partnerships.  This resulted
in the cumulative understatement of management fee expense and a cumulative
overstatement of partners capital of approximately $350,000 prior to January 1,
2007 and an understatement of management fee expense of approximately $9,000 and
$10,000 for the three months ended March 31, 2008 and 2007, respectively. 
Accordingly, net loss for the three months ended March 31, 2008 and 2007,
respectively, was understated by approximately $9,000 and $10,000, respectively.
The consolidated statements of cash flows reflect an adjustment to net income
and due to affiliates of approximately $9,000 and $10,000 for the three months
ended March 31, 2008 and 2007, respectively. The following tables set forth the
adjustments to the balance sheets as of March 31, 2008 and December 31, 2007 and
the statements of operations for the three months ended March 31, 2008 and 2007,
respectively.  The only financial statement line items included below are
those that have been restated from the originally reported amounts.  As
of March 31, 2008(in
thousands)As
Previously
As
RestatedReportedDue
to affiliate
$     --
$    400Partners
capital
1,278
878As
of December 31, 2007(in
thousands)As
Previously
As
RestatedReportedDue
to affiliate
$     --
$    391Partners
capital
1,370
979Three
Months Ended March 31, 2008(in
thousands)As
Previously
As
RestatedReportedManagement
fees - partners
$    26
$    35Net
loss
(92)
(101)Three
Months Ended March 31, 2007(in
thousands)As
Previously
As
RestatedReportedManagement
fees - partners
$    27
$    37Net
loss
(94)
(104)  Basis
of Presentation  The accompanying unaudited
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 partnership.  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
Investments in Local Limited Partnerships  The investments in
unconsolidated local limited partnerships (the Local Limited Partnerships) are
accounted for using 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 16,702 and 16,714
as of January 1, 2008 and 2007, respectively.  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.  At March 31, 2008 and
December 31, 2007, the Partnership holds variable interests in 15 VIEs for which
the Partnership is not the primary beneficiary.  The 15 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 15 apartment properties with a total of 750 units.  The
Partnership is involved with those VIEs as a non-controlling limited partner
equity holder.  The Partnerships maximum exposure to loss as a result of
its involvement with the unconsolidated VIEs is limited to the Partnerships
recorded investments in and receivables from these VIEs, which was approximately
$364,000 at both March 31, 2008 and December 31, 2007.  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 September 2006, the
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards ("SFAS") No. 157, Fair Value Measurements. SFAS No. 157
defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at
the measurement date. SFAS No. 157 applies whenever other standards require
assets or liabilities to be measured at fair value and does not expand the use
of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy
that prioritizes the information used in developing fair value estimates. The
hierarchy gives the highest priority to quoted prices in active markets and the
lowest priority to unobservable data, such as the reporting entitys own data.
SFAS No. 157 requires fair value measurements to be disclosed by level within
the fair value hierarchy.  In February 2008, the FASB issued FASB Staff
Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which
deferred the effective date of SFAS No. 157 for all nonrecurring fair value
measurements of non-financial assets and non-financial liabilities until fiscal
years beginning after November 15, 2008.  The provisions of SFAS No. 157
are applicable to recurring fair value measurements of financial assets and
liabilities for fiscal years beginning after November 15, 2007, which for the
Partnership is generally limited to annual disclosures required by SFAS No.
107.  The Partnership adopted the provisions of
SFAS No. 157 during the three months ended March 31, 2008, and at that time
determined no transition adjustment was required.  NOTE 2 - INVESTMENTS IN AND
ADVANCES TO LOCAL LIMITED PARTNERSHIPS  As
of March 31, 2008 and December 31, 2007, the Partnership holds limited
partnership interests in 13 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 two additional Local Limited Partnerships. In total, therefore, the
Partnership holds interests, either directly or indirectly
through REA III, in 15 Local Limited Partnerships which owned, as of March 31,
2008 and December 31, 2007, residential low income rental projects consisting of
750 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 have a contractual relationship with
the Local Limited Partnerships or exercise control over the activities and
operations, including refinancing or selling decisions, of the Local Limited
Partnerships that would require or allow for consolidation. Accordingly, the
Partnership accounts for its investments in the Local Limited Partnerships using
the equity method. The Partnership is allocated profits and losses of the Local
Limited Partnerships based upon its respective ownership percentages between 90%
and 99%. The Partnership is also entitled to 99.9% of the profits and losses of
REA III. REA III is entitled to a 99% interest in each of the Local Limited
Partnerships in which it has invested. Distributions of surplus cash from
operations from most of the Local Limited Partnerships are restricted by the
Local Limited Partnerships Regulatory Agreements with the United States
Department of Housing and Urban Development (HUD). These restrictions limit
the distribution to a portion, generally less than 10% of the initial invested
capital. The excess surplus cash is deposited into a residual receipts reserve,
of which the ultimate realization by the Partnership is uncertain as HUD
frequently retains it upon sale or dissolution of the Local Limited Partnership.
The Partnership is allocated profits and losses and receives distributions from
refinancings and sales in accordance with the Local Limited Partnerships
partnership agreements. These agreements usually limit the Partnerships
distributions to an amount substantially less than its ownership percentage in
the Local Limited Partnership.  The
individual investments are carried at cost plus the Partnerships share of the
Local Limited Partnerships profits less the Partnerships share of the Local
Limited Partnerships losses, distributions and impairment charges. The
Partnership is not legally liable for the obligations of the Local Limited
Partnerships and is not otherwise committed to provide additional support to
them. Therefore, it does not recognize losses once its investment in each of the
Local Limited Partnerships reaches zero. Distributions from the Local Limited
Partnerships are accounted for as a reduction of the investment balance until
the investment balance is reduced to zero. When the investment balance has been
reduced to zero, subsequent distributions received are recognized as income in
the accompanying consolidated statements of operations.  For those investments where
the Partnership has determined that the carrying value of its investments
approximates the estimated fair value of those investments, the Partnerships
policy is to recognize equity in income of the Local Limited Partnerships only
to the extent of distributions received and amortization of acquisition costs
from those Local Limited Partnerships.  Therefore, the Partnership limits
its recognition of equity earnings to the amount it expects to ultimately
realize.  As of March 31, 2008 and
December 31, 2007, the investment balance in 13 of the 15 Local Limited
Partnerships had been reduced to zero. The Partnership still has an investment
balance in Cassady Village Apartments, Ltd. (Cassady Village) and Park Place
Limited Partnership.  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, 2008 and 2007, approximately
$26,000 and $30,000, respectively, was recognized as expense on the accompanying
consolidated statements of operations for advances to the Local Limited
Partnerships.  On August 6, 2007 a Local
Limited Partnership, SOL 413, sold its investment property, consisting of 12
units, for a sales price of approximately $732,000. After payment of closing
costs, repayment of the mortgage encumbering SOL 413s investment property, and
payment of other liabilities associated with SOL 413s investment property,
including advances of approximately $22,000 from the
Partnership, the total proceeds to the Partnership were approximately $328,000,
which was included in distributions from Local Limited Partnerships recognized
as income for the year ended December 31, 2007.  During the three months
ended March 31, 2008, the Partnership agreed to advance SOL 413 approximately
$25,000 for costs associated with the Local Limited Partnerships Puerto Rico
tax liability.  This amount is included in advances to Local Limited
Partnerships recognized as expense for the three months ended March 31, 2008.
The advance was not made until April 2008, therefore a liability was recorded as
of March 31, 2008. The Partnership had no remaining investment balance in SOL
413 at March 31, 2008 and December 31, 2007.  During
2006, the Local Operating General Partner of one of the Local Limited
Partnerships, Cady Brook Apartments, entered into a purchase and sale contract
with a third party to sell the investment property for a sales price of
approximately $970,000. The sale is subject to due diligence, and there can be
no certainty regarding the timing of such sale or if a sale will even occur.
 The Local Operating General Partner of Cady Brook Apartments and the
purchaser are currently negotiating items identified during the due diligence
process, including potential adjustments to the sales price.  The Corporate
General Partner currently estimates the sale, if it occurs, will result in
proceeds to the Partnership, however the amount of proceeds is not determinable
at this time.  The Partnership has no remaining investment balance in Cady
Brook Apartments at March 31, 2008 and December 31, 2007.  The following is a summary
of the investments in Local Limited Partnerships for the three months ended
March 31, 2008(in thousands):  Balance, beginning of
period
$ 
364Equity in income of
Local Limited Partnerships
3Advances to Local
Limited Partnerships
26Advances to Local
Limited Partnershipsrecognized as
expense
(26)Amortization of
acquisition costs
(3)Balance, end of
period
$364  The following are unaudited
combined estimated statements of operations for the three months ended March 31,
2008 and 2007 of Local Limited Partnerships in which the Partnership has
invested (in thousands):  Three Months
EndedMarch
31,2008
2007(Restated)RevenuesRental and
other
$1,159
$1,122ExpensesOperating
expenses
723
676Financial
expenses
236
234Depreciation
and amortization expenses
159
1701,118
1,080Income from continuing
operations
$41
$42  The combined results of
operations for the three months ended March 31, 2007 have been restated to
exclude the operations of Cady Brook Apartments, which is held for sale at March
31, 2008, Eastridge Apartments and SOL 413 due to their sales in 2007, and
Valley Oaks, for which no financial information is available. In addition, the
combined results of operations for the three months ended
March 31, 2008 and 2007 exclude the operations of Kentucky Manor, for which no
financial information is available.  In addition to being the
Corporate General Partner, NAPICO, or one of its affiliates, is the general
partner for five Local Limited Partnerships.  The current policy of the
United States Department of Housing and Urban Development (HUD) is to not
renew the Housing Assistance Payment (HAP) Contracts on a long term basis on
the existing terms.  In connection with renewals of the HAP Contracts under
current law and policy, the amount of rental assistance payments under renewed
HAP Contracts will be based on market rentals instead of above market rentals,
which may not be the case under existing HAP Contracts.  The payments under
the renewed HAP Contracts may not be in an amount that would provide sufficient
cash flow to permit owners of properties subject to HAP Contracts to meet the
debt service requirements of existing loans insured by the Federal Housing
Administration of HUD (FHA) unless such mortgage loans are restructured. In
order to address the reduction in payments under HAP Contracts as a result of
current policy, the Multi-family Assisted Housing Reform and Affordability Act
of 1997 (MAHRAA) provides for the restructuring of mortgage loans insured by
the FHA with respect to properties subject to the Section 8 program. Under
MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage
loan which will be amortized on a current basis and a low interest rate second
mortgage loan payable to FHA which will only be payable on maturity of the first
mortgage loan. This restructuring results in a reduction in annual debt service
payable by the owner of the FHA-insured mortgage loan and is expected to result
in an insurance payment from FHA to the holder of the FHA-insured loan due to
the reduction in the principal amount. MAHRAA also phases out project-based
subsidies on selected properties serving families not located in rental markets
with limited supply, converting such subsidies to a tenant-based
subsidy.  When the HAP Contracts are
subject to renewal, there can be no assurance that the Local Limited
Partnerships in which the Partnership has an investment will be permitted to
restructure 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 $520,000 which bear interest at 9.5 percent per
annum and have principal maturities of December 1999. 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. The notes payable and related accrued
interest aggregating approximately $1,698,000 and $1,686,000 at March 31, 2008
and December 31, 2007, respectively, relating to Cassady Village became payable
prior to March 31, 2008 and are currently in default. During 2005, the
Partnership entered into an agreement with the non-recourse note holder for
Cassady Village to permit the holder to purchase a series of projects including
the properties owned by the Local Limited Partnerships Cassady Village and
Marshall Plaza I & II Apartments.  Pending the decision to purchase one
of the above properties and enter into a purchase agreement, the note holder
agreed to forebear taking any action under the note for such period.  The
Partnerships investment balance in Cassady Village at March 31, 2008 and
December 31, 2007 was approximately $80,000.  The Partnerships investment
balance in Marshall Plaza I & II at March 31, 2008 and December 31, 2007 was
zero.  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 0.5 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 $35,000 and
$37,000 for the three months ended March
31, 2008 and 2007, respectively.  In addition to being the
Corporate General Partner, NAPICO, or one of its affiliates, is the general
partner for five Local Limited Partnerships.  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 OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS  The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements in certain circumstances. Certain information included in this Report
contains or may contain information that is forward-looking, including, without
limitation, statements regarding the Partnerships future financial performance
and the effect of government regulations. Actual results may differ materially
from those described in the forward-looking statements and,
in addition, will be affected by a variety of risks and factors that are beyond
the Partnerships control including, without limitation: national and local
economic conditions; the general level of interest rates; the terms of
governmental regulations that affect the Partnership and its investment in
limited partnerships and interpretations of those regulations; the competitive
environment in which the Partnership operates; financing risks, including the
risk that the Partnerships cash flows from operations may be insufficient to
meet required payments of principal and interest; real estate risks, including
fluctuations in real estate values and the general economic
climate in local markets and competition for tenants in such
markets;litigation, including costs associated with
prosecuting or defending claims and any adverse outcomes; and possible
environmental liabilities, including costs, fines or penalties that may be
incurred due to necessary remediation of contamination of properties presently
owned or previously owned by the limited partnerships in which the Partnership
has invested.  Readers should carefully review the Partnerships
consolidated financial statements and the notes thereto and the other documents
the Partnership 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.  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. An
infrequent source of funds is from the sale of a Local Limited Partnership
property or the sale of the Partnerships interest in a Local Limited
Partnership. No distributions to partners were made during the three months
ended March 31, 2008 and 2007.  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.  No distributions were
received during the three months ended March 31, 2008 or 2007.  On August 6, 2007 a Local
Limited Partnership, SOL 413, sold its investment property, consisting of 12
units, for a sales price of approximately $732,000. After payment of closing
costs, repayment of the mortgage encumbering SOL 413s investment property, and
payment of other liabilities associated with SOL 413s investment property,
including advances of approximately $22,000 from the Partnership, the total
proceeds to the Partnership were approximately $328,000, which was included in
distributions from Local Limited Partnerships recognized as income for the year
ended December 31, 2007.  During the three months ended March 31, 2008, the
Partnership agreed to advance SOL 413 approximately $25,000 for costs associated
with the Local Limited Partnerships Puerto Rico tax liability.  This
amount is included in advances to Local Limited Partnerships recognized as
expense for the three months ended March 31, 2008. The advance was not made until April 2008, therefore a liability was recorded as
of March 31, 2008.  The Partnership had no remaining investment balance in
SOL 413 at March 31, 2008 and December 31, 2007.  During
2006, the Local Operating General Partner of one of the Local Limited
Partnerships, Cady Brook Apartments, entered into a purchase and sale contract
with a third party to sell the investment property for a sales price of
approximately $970,000. The sale is subject to due diligence, and there can be
no certainty regarding the timing of such sale or if a sale will even occur.
 The Local Operating General Partner of Cady Brook Apartments and the
purchaser are currently negotiating items identified during the due diligence
process, including potential adjustments to the sales price.  The Corporate
General Partner currently estimates the sale, if it occurs, will result in
proceeds to the Partnership, however the amount of proceeds is not determinable
at this time.  The Partnership has no remaining investment balance in Cady
Brook Apartments at March 31, 2008 and December 31, 2007.  As of March 31, 2008 and
2007, the Partnership had cash and cash equivalents of approximately $2,680,000
and $1,989,000, respectively. All of this cash is on deposit primarily with a
financial institution, earning interest at market rates. This resulted in the
Partnership earning approximately $24,000 and $26,000 in interest income for the
three months ended March 31, 2008 and 2007, 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 $520,000, which bear interest at 9.5 percent
per annum and have principal maturities of December 1999.  The notes and
related interest are payable from cash flow generated from operations of the
related rental property as defined in the notes. These obligations are
collateralized by the Partnerships investment in the Local Limited Partnership.
Unpaid interest is due at maturity of the notes. The notes payable and related
accrued interest aggregating approximately $1,698,000, relating to Cassady
Village Apartments, Ltd. (Cassady Village), became payable prior to March 31,
2008 and are currently in default. During 2005, the Partnership entered into an
agreement with the non-recourse note holder for Cassady Village to permit the
holder to purchase a series of projects including the properties owned by the
Local Limited Partnerships Cassady Village and Marshall Plaza I & II
Apartments.  Pending the decision to purchase one of the above properties
and enter into a purchase agreement, the note holder agreed to forebear taking
any action under the note for such period.  The Partnerships investment
balance in Cassady Village at March 31, 2008 was approximately $80,000. 
The Partnerships investment balance in Marshall Plaza I & II Apartments at
March 31, 2008 and December 31, 2007 was zero.  Results of
Operations  At
March 31, 2008, the Partnership had investments in 13 Local Limited Partnerships
and a general partner interest in REA III which, in turn, holds limited
partnership interests in two additional Local Limited Partnerships, all of which
own housing projects, most of which were substantially rented. The Partnership,
as a limited partner, does not have a contractual relationship with the Local
Limited Partnerships or exercise control over the activities and operations,
including refinancing or selling decisions, of the Local Limited Partnerships
that would require or allow for consolidation.  Accordingly, the
Partnership accounts for its investment in the Local Limited Partnerships using
the equity method. Thus the individual investments are carried at cost plus the
Partnerships share of the Local Limited Partnerships profits less the
Partnerships share of the Local Limited Partnerships losses, distributions and
any impairment charges. However, since the Partnership is not legally liable for
the obligations of the Local Limited Partnerships, or is not otherwise committed
to provide additional support to them, it does not recognize losses once its
investment in each of the Local Limited Partnerships reaches zero. 
Distributions from the Local Limited Partnerships are accounted for as a
reduction of the investment balance until the investment balance is reduced to
zero.  Subsequent distributions received are recognized as income in the
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.  The
investments in all but two of the Local Limited Partnerships have been reduced
to zero as of March 31, 2008. The Partnership still has an investment balance in
Cassady Village and Park Place Limited Partnerships.  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 0.5 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. Management fees were approximately $35,000 and $37,000 for the three months ended March 31,
2008 and 2007, respectively.  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 $14,000 and $15,000 for the three months ended March 31,
2008 and 2007, respectively.  General and administrative
expenses were approximately $5,000 and $10,000 for the three months ended March
31, 2008 and 2007, respectively.  The decrease in general and
administrative expenses is primarily due to a decrease in costs associated with
the quarterly and annual communications with investors and regulatory
agencies.  The Partnership incurs
expense for certain New Jersey state tax returns.  For the three months
ended March 31, 2008 and 2007, the expense was approximately $33,000 and
$22,000, respectively.  Interest expense on
non-recourse notes payable was approximately $12,000 and $16,000, respectively,
for the three months ended March 31, 2008 and 2007.  The decrease in
interest expense is due to the extinguishment of debt associated with Eastridge
Apartments due to its sale during the fourth quarter of 2007.  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, 2008 and 2007,
approximately $26,000 and $30,000, respectively, was recognized as expense in
the consolidated statements of operations included in Item 1. Financial
Statements for advances to the Local Limited Partnerships.  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) is to not renew the Housing Assistance Payment (HAP) Contracts on a
long term basis on the existing terms.  In connection with renewals of the
HAP Contracts under current law and policy, the amount of rental assistance
payments under renewed HAP Contracts will be based on market rentals instead of
above market rentals, which may be the case under existing HAP Contracts. 
The payments under the renewed HAP Contracts may not be in an amount that would
provide sufficient cash flow to permit owners of properties subject to HAP
Contracts to meet the debt service requirements of existing loans insured by the
Federal Housing Administration of HUD (FHA) unless such mortgage loans are
restructured.  In order to address the reduction in payments under HAP
Contracts as a result of current policy, the Multi-family Assisted Housing
Reform and Affordability Act of 1997 (MAHRAA) provides for the restructuring
of mortgage loans insured by the FHA with respect to
properties subject to the Section 8 program. Under MAHRAA, an FHA-insured
mortgage loan can be restructured into a first mortgage loan which will be
amortized on a current basis and a low interest rate second mortgage loan
payable to FHA which will only be payable on maturity of the first mortgage
loan. This restructuring results in a reduction in annual debt service payable
by the owner of the FHA-insured mortgage loan and is expected to result in an
insurance payment from FHA to the holder of the FHA-insured loan due to the
reduction in the principal amount. MAHRAA also phases out project-based
subsidies on selected properties serving families not located in rental markets
with limited supply, converting such subsidies to a tenant-based subsidy.  When the HAP Contracts are
subject to renewal, there can be no assurance that the Local Limited
Partnerships in which the Partnership has an investment will be permitted to
restructure its mortgage indebtedness under MAHRAA.  In addition, the
economic impact on the Partnership of the combination of the reduced payments
under the HAP Contracts and the restructuring of the existing FHA-insured
mortgage loans under MAHRAA is uncertain.  Off-Balance Sheet
Arrangements  The Partnership owns limited
partnership interests in unconsolidated Local Limited Partnerships, in which the
Partnerships ownership percentage ranges from 90% to 99%.  However, based
on the provisions of the relevant partnership agreements, the Partnership, as a
limited partner, does not have control or a contractual relationship with the
Local Limited Partnerships that would require or allow for consolidation under
accounting principles generally accepted in the United States (see Note 1 
Organization and Summary of Significant Accounting Policies of the consolidated
financial statements in Item 1. Financial Statements).  There are no
lines of credit, side agreements or any other derivative financial instruments
between the Local Limited Partnerships and the Partnership.  Accordingly
the Partnerships maximum risk of loss related to these unconsolidated Local
Limited Partnerships is limited to the recorded investments in and receivables
from the Local Limited Partnerships.  See Note 2  Investments In and
Advances to Local Limited Partnerships of the consolidated financial statements
in Item 1. Financial Statements for additional information about the
Partnerships investments in unconsolidated Local Limited
Partnerships.  Other  In
addition to its indirect ownership of the general partnership interest in the
Partnership, AIMCO and its affiliates owned 879.5 limited partnership units (the
"Units") (or 1,759 limited partnership interests) in the Partnership
representing 10.53% of the outstanding Units at March 31, 2008. 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.  At March 31, 2008 and
December 31, 2007, the Partnership holds variable interests in 15 VIEs for which
the Partnership is not the primary beneficiary.  The 15 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 15 apartment properties with a total of 750 units.  The
Partnership is involved with those VIEs as a non-controlling limited partner
equity holder.  The Partnerships maximum exposure to loss as a result of
its involvement with the unconsolidated VIEs is limited to the Partnerships
recorded investments in and receivables from these VIEs, which was approximately
$364,000 at both March 31, 2008 and December 31, 2007.  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 Local Limited Partnerships  The Partnership, as a limited partner, does not
have a contractual relationship with the Local Limited Partnerships or exercise
control over the activities and operations, including refinancing or selling
decisions, of the Local Limited Partnerships that would require or allow for
consolidation. Accordingly, the Partnership accounts for its investments in the
Local Limited Partnerships using the equity method. The Partnership is allocated
profits and losses of the Local Limited Partnerships based upon its respective
ownership percentages between 90% and 99%. The Partnership is also entitled to
99.9% of the profits and losses of REA III. REA III is entitled to a 99%
interest in each of the Local Limited Partnerships in which it has invested.
Distributions of surplus cash from operations from most of the Local Limited
Partnerships are restricted by the Local Limited Partnerships Regulatory
Agreements with the United States Department of Housing and Urban Development
(HUD). These restrictions limit the distribution to a portion, generally less
than 10%, of the initial invested capital. The excess surplus cash is deposited
into a residual receipts reserve, of which the ultimate realization by the
Partnership is uncertain as HUD frequently retains it upon sale or dissolution
of the Local Limited Partnership. The Partnership is allocated profits and
losses and receives distributions from refinancings and sales in accordance with
the Local Limited Partnerships partnership agreements. These agreements usually
limit the Partnerships distributions to an amount substantially less than its
ownership percentage in the Local Limited Partnership.  The individual investments are carried at cost
plus the Partnerships share of the Local Limited Partnerships profits less the
Partnerships share of the Local Limited Partnerships losses, distributions and
impairment charges. The Partnership is not legally liable for the obligations of
the Local Limited Partnerships and is not otherwise committed to provide
additional support to them. Therefore, it does not recognize losses once its
investment in each of the Local Limited Partnerships reaches zero. 
Distributions from the Local Limited Partnerships are accounted for as a
reduction of the investment balance until the investment balance is reduced to
zero. When the investment balance has been reduced to zero, subsequent
distributions received are recognized as income in the
consolidated statements of operations.  For
those investments where the Partnership has determined that the carrying value
of its investments approximates the estimated fair value of those investments,
the Partnerships policy is to recognize equity in income of the Local Limited
Partnerships only to the extent of distributions received and amortization of
acquisition costs from those Local Limited Partnerships.  Therefore, the
Partnership limits its recognition of equity earnings to the amount it expects
to ultimately realize.  ITEM 4.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 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. In connection with the restatement of the
Partnerships financial statements due to the failure to properly record
management fee expense, the Partnerships management reevaluated the
effectiveness of the Partnerships disclosure controls and procedures. 
Based on this reevaluation, the Partnerships management has concluded that a
material weakness in the Partnerships internal control over financial reporting
existed and the Partnerships disclosure controls and procedures were not
effective as of March 31, 2008.  Subsequent to September 30, 2008, the
Partnerships management remediated the material weakness in its internal
control by restating the Partnerships financial statements and improving the
education of accounting personnel to ensure the understanding and application of
appropriate accounting treatment, as well as improving the Partnership's
accounting review procedures.  Accordingly, the Partnership's management
has concluded that, as of the date of this filing, the Partnership's disclosure
controls and procedures and internal controls over financial reporting are
effective.  (b)   Changes in
Internal Control Over Financial Reporting  Subsequent
to September 30, 2008, the Partnerships management remediated the material
weakness in its internal control by restating the Partnerships financial
statements and improving the education of accounting personnel to ensure the
understanding and application of appropriate accounting treatment, as well as
improving the Partnership's accounting review procedures.  Accordingly, the
Partnership's management has concluded that, as of the date of this filing, the
Partnership's disclosure controls and procedures and internal controls over
financial reporting are effective.  There have been no
significant changes in the Partnerships internal control over financial
reporting (as 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    Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.     REAL ESTATE ASSOCIATES
LIMITED VIBy:  
National Partnership Investments Corp.Corporate General PartnerDate: January 22, 2009
By:  
/s/Martha L. LongMartha L. LongSenior Vice PresidentDate: January 22, 2009
By:  
/s/Stephen B. WatersStephen B. WatersVice President


REAL ESTATE ASSOCIATES
LIMITED VI EXHIBIT
INDEX   ExhibitDescription of Exhibit   3         
Articles of incorporation and bylaws: The registrant is not incorporated. The
Partnership Agreement was filed with Form S-11 #2-82090 which is hereby
incorporated by reference.  3.1       
Amendment to the Restated Certificate and Agreement of Limited Partnership of
Real Estate Associates Limited VI, filed with Current Report on Form 8-K dated
December 29, 2004, which is hereby incorporated by reference.  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.