SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                             300 South Grand Avenue
                       Los Angeles, California 90071-3144
                                 (213) 687-5000
                              Fax: (213) 687-5600

                                    January 6, 2006


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0303

Attention:        Charito A. Mittelman, Esq.
                  Owen Pinkerton, Esq.
                  Division of Corporation Finance

         Re:      National Property Investors 6
                  Schedule 14A Proxy Statement
                  Filed December 16, 2005
                  File No. 0-13454


Ladies & Gentlemen:

         On behalf of National Property Investors 6 ("NPI 6"), we are
responding to your comment letter, dated December 29, 2005, regarding the
Schedule 14A Proxy Statement referred to above (the "Proxy Statement"). We have
set forth below the comment and NPI 6's response:

         Comment: We note that National Property Investors 6 intends to solicit
consents from limited partners to sell two of its three remaining property
interests to SH Partners, L.P., an entity partially owned and controlled by an
affiliate of the registrant. It appears that your proposed transaction may
constitute a first step in furtherance of a going private transaction pursuant
to Rule 13e-3 of the Exchange Act. Please provide us with a detailed analysis
as to the applicability of Rule 13e-3 to your transaction and any obligation
you may have to provide additional disclosure on Schedule 13e-3.

         Response: Rule 13e-3 (the "Rule") under the Securities Exchange Act of
1934, as amended (the "Act"), defines a "Rule 13e-3 transaction" as any
transaction or series of transactions involving one or more specified
transactions which has either a reasonable likelihood or a purpose of
producing, either directly or indirectly, any of the specified effects. The
specified transactions are:

     o    a purchase of any equity security by the issuer of such security or
          by an affiliate of such issuer;

     o    a tender offer for or request or invitation for tenders of any equity
          security made by the issuer of such class of securities or by an
          affiliate of such issuer; or

     o    a solicitation subject to Regulation 14A of any proxy, consent or
          authorization of, or a distribution subject to Regulation 14C of
          information statements to, any equity security holder by the issuer
          of the class of securities or by an affiliate of such issuer, in
          connection with: a merger, consolidation, reclassification,
          recapitalization, reorganization or similar corporate transaction of
          an issuer or between an issuer (or its subsidiaries) and its
          affiliate; a sale of substantially all the assets of an issuer to its
          affiliate or group of affiliates; or a reverse stock split of any
          class of equity securities of the issuer involving the purchase of
          fractional interests.

          The specified effects are:

     o    causing any class of equity securities of the issuer which is subject
          to section 12(g) or section 15(d) of the Act to be held of record by
          less than 300 persons; or

     o    causing any class of equity securities of the issuer which is either
          listed on a national securities exchange or authorized to be quoted
          in an inter-dealer quotation system of a registered national
          securities association to be neither listed on any national
          securities exchange nor authorized to be quoted on an inter-dealer
          quotation system of any registered national securities association.

         The NPI 6 Proxy Statement describes a transaction in which two
properties, Place du Plantier Apartments and Fairway View I Apartments
(together, the "Sale Properties"), will be sold to SH Partners, L.P. ("SH
Partners") or the California State Teachers' Retirement System ("Calstrs") (or
its designee). NPI 6 does not believe that this constitutes a Rule 13e-3
transaction for the following reasons:

         1. It is neither one of the specified transactions, nor part of a
series of transactions involving one or more of the specified transactions.

         The transaction does not involve a purchase or tender offer relating
to any NPI 6 equity security, and neither NPI 6 nor any of its affiliates has
any current intention of effecting any such purchase or tender offer. Although
there is a solicitation subject to Regulation 14A, it does not involve any of
the specified transactions. The two Sale Properties do not constitute
substantially all of the assets of NPI 6. NPI 6 will continue to own Colony at
Kenilworth Apartments, which represented more than 48% of NPI 6's fixed assets,
net of accumulated depreciation, at November 30, 2005, and more than 53% of NPI
6's property revenue for the eleven months ended November 30, 2005. Consistent
with its fiduciary duties and responsibilities to the limited partners of NPI
6, the general partner of NPI 6 may, in the future, consider a sale of the
remaining property, but there is no current plan or intention to sell or
dispose of it.

         In addition, NPI 6 does not believe that the purchaser of the two Sale
Properties should be considered an "affiliate," as that term is intended to be
used in the Rule. Calstrs is a public entity that is not affiliated with NPI 6.
SH Partners is a joint venture between Calstrs and affiliates of NPI 6
(collectively referred to as "Aimco"). Although Aimco owns a 33.3% interest in
SH Partners, and acts as general partner of SH Partners, the limited
partnership agreement for SH Partners would be amended to provide that Calstrs
will contribute all of the funds necessary for SH Partners to pay the purchase
price and related expenses, and Aimco will not be entitled to receive any
distributions or allocations of gain or loss with respect to SH Partners'
investment in the Sale Properties.

         The amended limited partnership agreement for SH Partners would give
Calstrs (and not Aimco) control over the Sale Properties acquired by SH
Partners. Under the limited partnership agreement, the general partner is not
permitted to take any action on certain matters (collectively, "Major
Decisions") without the prior approval of a management committee comprised of
three representatives of Calstrs and three representatives of Aimco. Major
Decisions include, among other things, the sale or other transfer of a
property, any lease with a term of more than two years, any financing or
refinancing, approval of business plans and budgets for each project,
expenditures outside of the approved plan or budget, material agreements,
employment of consultants, legal proceedings outside the ordinary course and
bankruptcy filings. As amended, the SH Partners agreement would give the
Calstrs representatives sole and exclusive authority to make all Major
Decisions with respect to the Sale Properties. Representatives of Aimco that
serve on the SH Partners management committee would have no authority
whatsoever with respect to the Sale Properties. Although an Aimco affiliate has
agreed to enter into one or more management agreements to act as the property
manager of each of the Sale Properties, Calstrs could terminate any or all such
management agreements upon 30 days notice, in its sole discretion without any
payment or penalty. The amended limited partnership agreement would also
provide that Calstrs would have the right at any time to direct SH Partners to
sell any of the Sale Properties to a third party, or to transfer title to any
or all of the Sale Properties to Calstrs or its designee for no consideration.

         In substance, the transaction is an arms-length transaction between
NPI 6 and Calstrs, which negotiated all of the terms of the purchase and sale
agreement on behalf of SH Partners. In this context, NPI 6 does not believe
that this transaction has the potential for abuse or overreaching associated
with the types of transactions intended to be covered by the Rule, and SH
Partners should not be considered an affiliate for purposes of the Rule.

         2. There is not a reasonable likelihood or a purpose of producing,
either directly or indirectly, any of the specified effects.

         NPI 6 equity securities are neither listed on a national securities
exchange nor authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, and the transaction will not cause
the NPI 6 limited partnership units to be held of record by less than 300
persons. The transaction will have no effect on the number of holders of record
of outstanding limited partnership units. As noted above, neither NPI 6 nor any
of its affiliates has any current intention of effecting any purchase of, or
tender offer for, its limited partnership units.

                                    * * * *

         Please note that NPI 6 will be filing a letter next week which
acknowledges that:

     o    the company is responsible for the adequacy and accuracy of the
          disclosure in the filings;

     o    staff comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect
          to the filing; and

     o    the company may not assert staff comments as a defense in any
          proceeding initiated by the Commission or any person under the
          federal securities laws of the United States.

         We hope that this addresses your comment adequately. If you have any
questions, please contact me at (213) 687-5396.


                                                     Very truly yours,

                                                     /s/ Jonathan L. Friedman

                                                     Jonathan L. Friedman

cc:      Martha Long
         Danielle McClure
         Miles Cortez, Esq.
         Derek McCandless, Esq.
         Meryl Chae, Esq.
         Joseph Coco, Esq.