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 ended September 30, 2005


[ ]   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_



<PAGE>




                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

                           CONSOLIDATED BALANCE SHEET

                               SEPTEMBER 30, 2005
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>


                        ASSETS

Investments in and advances to local limited
<S>                  <C>                                                    <C>
  partnerships (Note 2)                                                     $ 330
Cash and cash equivalents                                                    1,887
Other accounts receivables                                                     155

            Total assets                                                   $ 2,372

   LIABILITIES AND PARTNERS' (DEFICICIENCY) CAPITAL

Liabilities:
   Accounts payable and accrued expenses                                     $ 48
  Notes payable and amounts due for partnership
    interests, including $520 in default (Note 3)                              820
  Accrued interest payable, including $1,033 in
    default (Note 3)                                                         1,429
   Taxes payable                                                               137
   Due to affiliates (Note 4)                                                   31

Partners' (deficiency) capital:
  General partners                                          $ (353)
  Limited partners                                             260             (93)

         Total liabilities and partners'
           (deficiency) capital                                            $ 2,372

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

                    CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in thousands, except per interest data)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                 Three Months Ended        Nine Months Ended
                                                    September 30,            September 30,
                                                   2005       2004         2005          2004

<S>                                                <C>        <C>          <C>            <C>
INTEREST INCOME                                    $ 16       $ 1          $ 19           $ 4

OPERATING EXPENSES:
  Management fee - partners (Note 4)                  39         44          119            131
  Legal and accounting                                21         32           67             97
  Tax expense                                         19         --           62             --
  General and administrative (Note 4)                 14          9           36             49
  Interest (Note 3)                                   26         34          100            103
        Total operating expenses                     119        119          384            380

Loss from partnership operations                    (103)      (118)        (365)          (376)
Distributions from local limited
  partnerships recognized as
  income (Note 2)                                     12         12        4,404             22
Advances to local limited partnerships
  Recognized as expense (Note 2)                     (53)       (19)         (82)          (117)
Equity in income (loss) of local limited
  partnerships and amortization of
  acquisition costs (Note 2)                           2        (17)         (52)           (72)

Net (loss) income                                 $ (142)    $ (142)     $ 3,905        $ (543)

Net (loss) income allocated to general
  partners (1%)                                    $ (1)      $ (1)        $ 39          $ (5)
Net (loss) income allocated to limited
  partners (99%)                                    (141)      (141)       3,866           (538)

                                                  $ (142)    $ (142)     $ 3,905        $ (543)
Net (loss) income per limited
  partnership interest (Note 1)                  $ (8.42)   $ (8.42)     $230.94        $(32.12)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

     CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                     (in thousands, except interest data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                        General          Limited
                                       Partners          Partners          Total

<S>                                                       <C>
Partnership interests (A)                                 16,740

Partners' deficit,
  December 31, 2004                     $ (392)          $(3,606)         $(3,998)

Net income for the nine months
  ended September 30, 2005                  39             3,866            3,905

Partners' (deficiency) capital,
  September 30, 2005                    $ (353)           $ 260            $ (93)


   (A)      Consists of 16,740 and 16,752 partnership interests at September 30,
            2005 and 2004,  respectively.  During  the year ended  December  31,
            2004, 12 interests were abandoned (Note 5).

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                       Nine Months Ended
                                                                         September 30,
                                                                      2005            2004
Cash flows from operating activities:
<S>                                                                 <C>              <C>
  Net income (loss)                                                 $ 3,905          $ (543)
  Adjustments to reconcile net income (loss) to net cash used
   in operating activities:
     Distributions from local limited partnerships
       recognized as income                                          (4,404)            (22)
     Equity in loss of local limited partnerships and
      amortization of acquisition costs                                  52              72
     Advances to local limited partnerships recognized as
       expense                                                           82             117
     Change in accounts:
      Other receivables                                                (155)             --
      Due to affiliates                                                  31              --
      Accrued taxes                                                    (241)             --
      Accounts payable and accrued expenses                               8              60
      Accrued interest payable                                           93             103
         Net cash used in operating activities                         (629)           (213)

Cash flows from investing activities:
  Distributions from local limited partnerships                       2,412              22
  Distributions from local limited partnerships recognized
    as a reduction of investment balance                                 --              40
  Advances to local limited partnerships                                (82)           (117)
         Net cash provided by (used in) investing activities          2,330             (55)

Cash flows from financing activities:
  Advances from affiliates                                              378              --
  Repayment of advances from affiliates                                (378)             --
         Net cash used in financing activities                           --              --

Net increase (decrease) in cash and cash equivalents                  1,701            (268)
Cash and cash equivalents, beginning of period                          186             632

Cash and cash equivalents, end of period                            $ 1,887          $ 364

Supplemental disclosure of non-cash information:
Distribution  of proceeds  from a local  limited  partnership  of  approximately
$1,992,000  were sent directly to a trustee  which,  in turn,  paid the proceeds
directly  to the  noteholders  in  satisfaction  of the  principal  and  accrued
interest  on the  notes.  (See  "Note  3 - Notes  Payable  and  Amounts  Due for
Partnership Interests".)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>

                        REAL ESTATE ASSOCIATES LIMITED VI
                       (a California limited partnership)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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,  2004  prepared  by Real Estate
Associates   Limited  VI  (the   "Partnership"  or   "Registrant").   Accounting
measurements at interim dates  inherently  involve greater reliance on estimates
than at year end. The results of operations  for the interim  periods  presented
are not necessarily indicative of the results for the entire year.

In the  opinion of the  Partnership,  the  accompanying  unaudited  consolidated
financial  statements  contain all adjustments  (consisting  primarily of normal
recurring  accruals)  necessary to present fairly the financial  position of the
Partnership  at September 30, 2005 and the results of operations  and changes in
cash flows for the nine months ended September 30, 2005 and 2004.

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 Income (Loss) Per Limited Partnership Interest

Net income (loss) per limited partnership  interest was computed by dividing the
limited  partners'  share  of  net  income  (loss)  by  the  number  of  limited
partnership  interests  outstanding  at the beginning of the year. The number of
limited partnership interests was 16,740 and 16,752 for the years ended December
31, 2004 and 2003, 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.

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
nine months ended September 30, 2005, the Partnership identified five additional
VIEs in which it held a variable interest and was not the primarily beneficiary.
During the three months ended  September 30, 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
$330,000 at September  30, 2005.  The  Partnership  may be subject to additional
losses to the extent of any financial  support that the Partnership  voluntarily
provides in the future.

Reclassifications

Certain  reclassifications have been made to the 2004 balances to conform to the
2005 presentation.

NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

As of September 30, 2005, 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 September 30, 2005, 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 September 30, 2005, 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 nine months  ended  September  30, 2005 and
2004,  approximately  $82,000 and $117,000,  respectively,  were advanced to the
Local Limited  Partnerships  and were recognized as expense in the  accompanying
consolidated statements of operations.

In May 2005,  the property in one of the Local  Limited  Partnerships,  Lonsdale
Housing  Associates  ("Lonsdale"),  was sold to a third party.  The  Partnership
received  proceeds  from  the sale of  approximately  $2,400,000.  In  addition,
proceeds of  approximately  $1,992,000  were sent directly to the note holder to
satisfy the  principal  and accrued  interest on the investor note (see Note 3).
The Partnership recognized income from distributions of approximately $4,392,000
during the nine months ended  September  30, 2005 in  connection  with this sale
because the  investment  in the Local  Limited  Partnership  had been reduced to
zero.

On September  27, 2005 a Local Limited  Partnership,  Fillmore  Investors,  Ltd.
("Fillmore),  sold its investment property,  consisting of 32 units, for a sales
price of  approximately  $150,000 in excess of the existing  secured debt on the
property which was assumed by the purchaser. It is anticipated that the proceeds
from the sale will be used to pay the  outstanding  liabilities  of Fillmore and
there will be no distribution to the investors. 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  Registrant  agreed to assign its interest in
the Local  Limited  Partnership  Boynton  Associates,  Ltd.  ("Boynton")  to two
third-party  purchasers,  Affordable  Housing,  LLC, a Florida limited liability
company,  and HOB  Investors,  LLC, a Florida  limited  liability  company.  The
Partnership's assignment, together with the assignment of all other interests in
Boynton by the Boynton's general partners,  allowed Boynton to avoid foreclosure
of the Property.  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's
investment in this Local Limited Partnership was zero at September 30, 2005.

One of the Local Limited Partnerships,  New-Bel-Mo, owned two properties. During
2003, the loan  encumbering one of the properties,  Monticello,  was declared in
technical  default by USDA for property tax defaults,  underfunded  reserves and
deferred  maintenance issues. At December 31, 2003, USDA had not accelerated the
loan or commenced foreclosure. During April 2004, Monticello was sold to a third
party  for  approximately  $280,000.  Proceeds  from the sale  were  used to pay
liabilities of the Local Limited Partnership.  The Partnership did not receive a
distribution  from the sale of this property.  The  Partnership's  investment in
this Local Limited Partnership was zero at September 30, 2004.

The following is a summary of the investments in Local Limited  Partnerships for
the nine months ended September 30, 2005 (in thousands):

      Balance, beginning of period                           $ 382
      Equity in loss of Local Limited Partnership               (42)
      Amortization of acquisition costs                         (10)

      Balance, end of period                                 $ 330


The following are unaudited combined estimated  statements of operations for the
three  and nine  months  ended  September  30,  2005  and 2004 of Local  Limited
Partnerships in which the Partnership has invested (in thousands):
<TABLE>
<CAPTION>

                                    Three Months Ended           Nine months Ended
                                       September 30,               September 30,
                                    2005           2004         2005          2004
                                                (restated)                 (restated)
Revenues
<S>                               <C>            <C>           <C>          <C>
  Rental and other                $ 1,616        $ 1,380       $ 4,587      $ 4,243

Expenses
  Operating expenses                  917            744         2,755        2,717
  Financial expenses                  359            367         1,072        1,101
  Depreciation                        253            256           757          767
                                    1,529          1,367         4,584        4,585

Net income (loss)                  $ (87)          $ 13          $ 3         $ (342)
</TABLE>

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the combined results of operations for the three and nine months ended September
30,  2005 and 2004 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 three of the Local  Limited  Partnerships  for both of the nine months ended
September 30, 2005 and 2004. 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  $35,000  for both of the nine
months ended September 30, 2005 and 2004, respectively.

The  current  policy  of the  United  States  Department  of  Housing  and Urban
Development  ("HUD")  is not to renew the  Housing  Assistance  Payment  ("HAP")
Contracts  on a long  term  basis on the  existing  terms.  In  connection  with
renewals of the HAP Contracts under current law and policy, the amount of rental
assistance  payments under renewed HAP Contracts will be based on market rentals
instead of above market  rentals,  which may not be the case under  existing HAP
Contracts.  The payments under the renewed HAP Contracts may not be in an amount
that would provide  sufficient cash flow to permit owners of properties  subject
to HAP Contracts to meet the debt service requirements of existing loans insured
by the Federal Housing  Administration of HUD ("FHA") unless such mortgage loans
are  restructured.  In order to address  the  reduction  in  payments  under HAP
Contracts as a result of current  policy,  the Multi-  family  Assisted  Housing
Reform and Affordability  Act of 1997 ("MAHRAA")  provides for the restructuring
of mortgage  loans insured by the FHA with respect to properties  subject to the
Section  8  program.   Under  MAHRAA,  an  FHA-insured   mortgage  loan  can  be
restructured  into a first  mortgage  loan which will be  amortized on a current
basis and a low interest  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

Two of the Partnership's investments involved purchases of partnership interests
from partners who  subsequently  withdrew from the  operating  partnership.  The
purchase  of  these   interests   provides  for  additional   cash  payments  of
approximately  $130,000 based upon specified  events as outlined in the purchase
agreements. Such amounts have been recorded as liabilities and included in notes
payable. In addition, the Partnership is obligated on non-recourse notes payable
of $690,000  which bear  interest  at 9.5  percent per annum and have  principal
maturities  of December  1999 and  December  2012.  One note payable and related
accrued interest  aggregating  approximately  $1,553,000 became payable prior to
September 30, 2005.  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  September  30,  2005 was  approximately
$52,000.

During the nine months ended  September 30, 2005,  Lonsdale  Housing  Associates
sold its property to a third party. The distribution  from Lonsdale  relating to
the  sale  of   approximately   $4,392,000  was  recognized  as  income  in  the
accompanying  consolidated  statement of  operations  because the  Partnership's
investment  balance had been reduced to zero.  Approximately  $1,992,000  of the
proceeds was used to satisfy the principal of approximately $750,000 and accrued
interest of approximately $1,242,000. These funds were sent directly to the note
holder.

During the nine months ended September 30, 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 September 30, 2005 was approximately  $52,000. Its investment balance
in Marshall Plaza I & II at September 30, 2005 was zero.

The notes and  related  interest  are  payable  from  cash flow  generated  from
operations  of the  related  rental  properties  as defined in the notes.  These
obligations are  collateralized  by the  Partnership's  investments in the Local
Limited Partnerships. Unpaid interest is due at maturity of the notes.

NOTE 4 - TRANSACTIONS WITH AFFILIATED PARTIES

Under  the  terms  of  the  Restated   Certificate   and  Agreement  of  Limited
Partnership, the Partnership is obligated to NAPICO for an annual management fee
equal to 0.4  percent  of the  original  invested  assets of the  Local  Limited
Partnerships.  Invested  assets are  defined as the costs of  acquiring  project
interests,  including the proportionate  amount of the mortgage loans related to
the  Partnership's  interests in the capital  accounts of the  respective  Local
Limited  Partnerships.  The fee was approximately  $119,000 and $131,000 for the
nine months ended September 30, 2005 and 2004, respectively.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO  was  approximately  $17,000  for both of the nine  month  periods  ended
September  30,  2005 and 2004 and is  included  in  general  and  administrative
expenses.

At  September  30,  2005,   approximately   $31,000  in   management   fees  and
reimbursements were due to the Corporate General Partner and are included in due
to affiliates. These amounts were paid subsequent to September 30, 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 three of the Local  Limited  Partnerships  for both of the nine months ended
September 30, 2005 and 2004. 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  $35,000  for both of the nine
months ended September 30, 2005 and 2004, respectively.

During the nine months ended  September 30, 2005, the Corporate  General Partner
advanced  to the  Partnership  approximately  $378,000  to pay  New  Jersey  tax
obligations. Interest on advances is charged at the prime rate plus 2% (8.25% at
September  30,  2005) and amounted to  approximately  $6,000 for the nine months
ended  September 30, 2005.  During the nine months ended September 30, 2005, the
Partnership repaid the principal and accrued interest.

NOTE 5 - ABANDONMENT OF UNITS

During the year  ended  December  31,  2004,  the number of Limited  Partnership
Interests  decreased by 12 interests due to limited  partners  abandoning  their
interests. In abandoning his or her Limited Partnership  Interest(s),  a limited
partner  relinquishes  all rights,  title, and interest in the partnership as of
the date of  abandonment.  However,  the limited partner is allocated his or her
share of net  income  or loss for that  year.  The  income  or loss per  Limited
Partnership Interest in the accompanying  consolidated  statements of operations
is calculated  based on the number of interests  outstanding at the beginning of
the year.

NOTE 6 - 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.

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

<PAGE>

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 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.  No  distributions  to partners were made
during the nine months ended September 30, 2005 and 2004. During the nine months
ended September 30, 2005, the Partnership received  approximately  $2,400,000 in
proceeds from the sale of the property in one of the Local Limited  Partnerships
(see  discussion  in "Results of  Operations").  The  Partnership  is  currently
evaluating what portion of the proceeds to distribute to its investors.

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  recognized  approximately  $4,404,000 and $22,000 in  distributions
from Local Limited  Partnerships during the nine months ended September 30, 2005
and 2004, respectively.

As of September 30, 2005 and 2004, the Partnership had cash and cash equivalents
of approximately  $1,887,000 and $364,000,  respectively.  Substantially  all of
this  cash  is  on  deposit   primarily  with  high  credit  quality   financial
institutions,  earning  interest.  This  resulted  in  the  Partnership  earning
approximately  $19,000 and $4,000 in interest  income for the nine months  ended
September 30, 2005 and 2004, respectively.  The amount of interest income varies
with market rates  available on deposits and with the amount of funds  available
for  investment.  The increase in interest  income for the three and nine months
ended September 30, 2005 was due to an increase in the average cash balance held
by  the  Partnership.  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.

<PAGE>

Results of Operations

A recurring partnership expense is the annual management fee. The fee is payable
to the Corporate  General  Partner of the  Partnership  and is calculated at 0.4
percent of the Partnership's  original remaining invested assets. The management
fee is paid to the Corporate  General  Partner for its continuing  management of
the Partnership  affairs.  The fee is payable beginning with the month following
the Partnership's initial investment in a Local Limited Partnership.  Management
fees  were  approximately  $119,000  and  $131,000  for the  nine  months  ended
September 30, 2005 and 2004, 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  $67,000 and $97,000 for
the nine months ended September 30, 2005 and 2004, respectively. The decrease in
legal and accounting  fees is due to a decrease in legal costs  associated  with
consent solicitations in 2004 and a decrease in the cost of the annual audit.

General and administrative  expenses were approximately  $36,000 and $49,000 for
the nine months ended September 30, 2005 and 2004, respectively. The decrease in
general  and  administrative  expense  is due to  lower  costs  associated  with
investor  communications.  Included in general and  administrative  expenses are
reimbursements  to NAPICO for  certain  expenses,  which  totaled  approximately
$17,000 for both of the nine month periods ended September 30, 2005 and 2004.

The Partnership  incurs expense for a New Jersey state Partner tax. For the nine
months ended September 30, 2005, the expense was approximately  $62,000. The tax
amount for 2004 was  approximately  $84,000 and was  recorded  during the fourth
quarter of 2004.

During the nine months ended  September 30, 2005, the Corporate  General Partner
advanced  to the  Partnership  approximately  $378,000  to pay  New  Jersey  tax
obligations. Interest on advances is charged at the prime rate plus 2% (8.25% at
September  30,  2005) and amounted to  approximately  $6,000 for the nine months
ended  September 30, 2005.  During the nine months ended September 30, 2005, the
Partnership repaid approximately $384,000 in principal and accrued interest.

The Partnership  accounts for its investments in the Local Limited  Partnerships
on  the  equity  method,   thereby  adjusting  its  investment  balance  by  its
proportionate  share of the  income or loss of the Local  Limited  Partnerships.
Losses  incurred  after the Local  Limited  Partnership  investment  account  is
reduced to zero are not  recognized  in  accordance  with the equity  accounting
method.  The investments in all but two of the Local Limited  Partnerships  have
been reduced to zero as of  September  30, 2005.  The  Partnership  still has an
investment balance in Cassady Village and Park Place Limited Partnerships.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investment in the Local Limited  Partnerships using the equity method.  Thus the
individual  investments are carried at cost plus the Partnership's  share of the
Local Limited  Partnership's  profits less the Partnership's  share of the Local
Limited Partnership's losses, distributions and 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.

<PAGE>

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 nine months  ended  September  30, 2005 and
2004,  approximately  $82,000 and $117,000,  respectively,  were advanced to the
Local Limited  Partnerships  and were recognized as expense in the  accompanying
consolidated statements of operations.

In May 2005,  the property in one of the Local  Limited  Partnerships,  Lonsdale
Housing  Associates  ("Lonsdale"),  was sold to a third party.  The  Partnership
received  proceeds  from  the sale of  approximately  $2,400,000.  In  addition,
proceeds of  approximately  $1,992,000  were sent directly to the note holder to
satisfy the  principal  and accrued  interest on the investor note (see Note 3).
The Partnership recognized income from distributions of approximately $4,392,000
during the nine months ended  September  30, 2005 in  connection  with this sale
because the  investment  in the Local  Limited  Partnership  had 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.  It is anticipated that the proceeds from the sale will
be used to pay the  outstanding  liabilities  of  Fillmore  and there will be no
distribution  to the  investors.  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  Registrant  agreed to assign its interest in
the Local  Limited  Partnership  Boynton  Associates,  Ltd.  ("Boynton")  to two
third-party  purchasers,  Affordable  Housing,  LLC, a Florida limited liability
company,  and HOB  Investors,  LLC, a Florida  limited  liability  company.  The
Partnership's assignment, together with the assignment of all other interests in
Boynton by the Boynton's general partners,  allowed Boynton to avoid foreclosure
of the Property.  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's
investment in this Local Limited Partnership was zero at September 30, 2005.

One of the Local Limited Partnerships,  New-Bel-Mo, owned two properties. During
2003, the loan  encumbering one of the properties,  Monticello,  was declared in
technical  default by USDA for property tax defaults,  underfunded  reserves and
deferred  maintenance issues. At December 31, 2003, USDA had not accelerated the
loan or commenced foreclosure. During April 2004, Monticello was sold to a third
party  for  approximately  $280,000.  Proceeds  from the sale  were  used to pay
liabilities of the Local Limited Partnership.  The Partnership did not receive a
distribution  from the sale of this property.  The  Partnership's  investment in
this Local Limited Partnership was zero at September 30, 2004.

Distributions  from the Local Limited  Partnerships in which the Partnership did
not have a positive investment balance were approximately $4,404,000 and $22,000
for the nine  months  ended  September  30, 2005 and 2004,  respectively.  These
amounts were recognized as income on the accompanying  statements of operations,
in accordance with the equity method of accounting.

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  payments  by the owner of the  FHA-insured  mortgage  loan and is
expected  to  result  in an  insurance  payment  from FHA to the  holder  of the
FHA-insured  loan due to the  reduction  in the  principal  amount.  MAHRAA also
phases out project-based  subsidies on selected  properties serving families not
located in rental markets with limited  supply,  converting  such subsidies to a
tenant-based subsidy.

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

The  Partnership  is obligated on  non-recourse  notes payable of $690,000 which
bear interest at 9.5 percent per annum and have principal maturities of December
1999 and  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.  Interest  expense was  approximately  $93,000 and  $103,000 for the nine
month periods ended September 30, 2005 and 2004, respectively.  One note payable
and related accrued interest aggregating approximately $1,553,000 became payable
prior to  September  30, 2005.  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 September 30, 2005 was approximately
$52,000.

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.

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  September  30,  2005. 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
nine months ended September 30, 2005, the Partnership identified five additional
VIEs in which it held a variable interest and was not the primarily beneficiary.
During the three months ended  September 30, 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
$330,000 at September  30, 2005.  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.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                    REAL ESTATE ASSOCIATES LIMITED VI
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          Corporate General Partner

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

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


                                    Date: November 14, 2005


<PAGE>


                        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.

  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 Form 8-K dated September 28, 2005.

  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.

  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.




<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, David R. Robertson, certify that:


1.    I have  reviewed  this  quarterly  report on Form  10-QSB  of Real  Estate
      Associates Limited VI;

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

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the 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:  November 14, 2005

                                    /s/David R. Robertson
                                    David R. Robertson
                                    President    and   Chief    Executive
                                    Officer   of   National   Partnership
                                    Investments   Corp.,   equivalent  of
                                    the chief  executive  officer  of the
                                    Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION

I, Brian H. Shuman, certify that:

1.    I have  reviewed  this  quarterly  report on Form  10-QSB  of Real  Estate
      Associates Limited VI;

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

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the 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:  November 14, 2005

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


<PAGE>




Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Quarterly Report on Form 10-QSB of Real Estate Associates
Limited VI (the  "Partnership"),  for the quarterly  period ended  September 30,
2005 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  David R.  Robertson,  as the equivalent of the chief executive
officer of the Partnership,  and Brian H. Shuman, as the equivalent of the chief
financial  officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  November 14, 2005


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  November 14, 2005



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.