REAL ESTATE ASSOCIATES LIMITED VI
                         55 Beattie Place, P.O. Box 1089
                              Greenville, SC 29602

May 10, 2005

Correspondence Filing Via Edgar and Overnight Delivery

United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0409
450 Fifth Street, NW
Washington, D.C.  20549
Attn:  Mr. Daniel Gordon

Re:   Real Estate Associates Limited VI
      Form 10-KSB for the year ended December 31, 2004 File No. 0-13112

Ladies and Gentlemen:

This letter responds to the comments of the staff of the Securities and Exchange
Commission  (the  "Staff")  addressed  to Real Estate  Associates  Limited VI, a
California limited partnership (the "Partnership"),  in a letter dated April 18,
2005.  The  Partnership  appreciates  the  Staff's  willingness  to  provide  an
extension of time for this response.  The Partnerships'  response to the Staff's
comments are set forth below and are numbered to  correspond to the numbering of
the Staff's comments in the Staff's letter.

                        *     *     *     *     *

Form 10-KSB for the year ended December 31, 2004

Note 1 - Organization and Summary of Significant Accounting Policies


Principles of Consolidation

1.        Comment:  Please confirm to us that you are consolidating  Real Estate
          Limited  Associates  III  (REA  III).  Also,  tell  us the  percentage
          ownership of REA III and your basis for consolidation.

          Response:  The  Partnership  consolidates  the accounts of Real Estate
          Associates  III ("REA III"),  a general  partnership.  The  Registrant
          holds  a  99.9%  partnership  interest  in REA  III.  The  Partnership
          consolidates  the accounts of REA III due to its ownership of 99.9% of
          the  partnership  interest and its control over the  activities of REA
          III.

Recent Accounting Pronouncements

2.   Comment:  We note that you adopted FIN 46R and you determined that you held
     variable  interests  in 15 VIE's  for  which  the  Partnership  was not the
     primary  beneficiary.  Please tell us how you determined that the interests
     the company holds in the partnerships are variable interests.  In addition,
     please tell us how you determined  that you were not considered the primary
     beneficiary  considering  that  you  own 95 to 99%  of  the  local  limited
     partnerships. Reference is made to paragraphs 14-17 of FIN 46R.

     Response:  The  Partnership  first became  involved  with the local limited
     partnerships in the early 1980's. The Partnership historically has used the
     equity  method  of  accounting  for  their  investments  in  local  limited
     partnerships. The individuals involved with the creation of the Partnership
     are no longer employed by National Partnership Investments Corp ("NAPICO"),
     the corporate general partner of the Partnership. With the exception of one
     general  partner that is a wholly-owned  subsidiary of NAPICO and serves as
     the  general  partner  of five  local  limited  partnerships,  the  general
     partners of the local  limited  partnerships  are not  affiliated  with the
     Partnership or NAPICO. Accordingly, the Partnership's initial consideration
     of the requirements of FASB  Interpretation No. 46 (Revised December 2003),
     Consolidation of Variable  Interest  Entities (FIN 46R) was based primarily
     on documents  relating to the formation of local limited  partnerships  and
     financial information available as of December 31, 2003 and 2004. There may
     be other facts and circumstances  related to the Partnership's  involvement
     with the  local  limited  partnerships  that  might be  relevant  in making
     determinations  required by FIN 46R; however,  the Partnership  necessarily
     based its determination  upon those written documents and other information
     currently available to the Partnership.

     The Partnership's  determination that the 15 local limited partnerships are
     variable  interest  entities  ("VIE")  was made based on  consideration  of
     paragraphs 5, 9 and 10 of FIN 46R. The Partnership  specifically determined
     that twelve of the local limited  partnerships  are VIEs based on paragraph
     5(b)(1) and that three of the local limited partnerships are VIE's based on
     paragraphs 5(a), 9 and 10.

     With respect to the local limited  partnerships  that were determined to be
     VIEs  under  paragraph  5(b)(1),  the group of equity  holders  at risk was
     comprised  only of its limited  partners  (the group that  contributed  the
     capital  necessary to fund the acquisition of properties owned by the local
     limited  partnerships).  The general  partners were not  considered to have
     equity at risk because  their  capital  contributions  were  insignificant.
     Based on the  terms of the  related  limited  partnership  agreements,  the
     limited  partners were not deemed to have the right to make  decisions that
     have a significant effect on the operations or success of the local limited
     partnership. Therefore, these local limited partnerships were determined to
     be VIEs and no further evaluation under paragraph 5 was necessary.

     With respect to the local limited  partnerships  that were determined to be
     VIEs under  paragraphs  5(a), 9 and 10 the Partnership  determined based on
     review of the audited financial statements of the local limited partnership
     and  other  available  financial   information  that  these  local  limited
     partnerships had insufficient equity investment at risk to permit the local
     limited partnerships to finance their activities.  Accordingly, these local
     limited partnerships were determined to be VIEs.

     The Partnership made its  determination  of the primary  beneficiary of the
     local  limited  partnerships  identified  as VIEs  based  on a  qualitative
     analysis with reference to paragraphs 16 and 17 of FIN 46R.

     Paragraph  16 of FIN 46R states,  in part,  "For  purposes  of  determining
     whether it is the primary  beneficiary of a variable  interest  entity,  an
     enterprise with a variable interest shall treat variable  interests in that
     same entity held by its related parties as its own interests.  For purposes
     of this  Interpretation,  the term related  parties  includes those parties
     identified in FASB Statement No. 57, Related Party Disclosures, and certain
     other parties that are acting as de facto agents or de facto  principals of
     the variable interest holder."  Paragraph 16(d) of FIN 46R further provides
     that de facto  agents of an  enterprise  include  "A party  that has (1) an
     agreement  that it cannot sell,  transfer,  or encumber its interest in the
     entity  without the prior approval of the  enterprise...The  right of prior
     approval  creates a de facto agency  relationship  only if that right could
     constrain  the  others  party's  ability to manage  the  economic  risks or
     realize the  economic  rewards from its  interests  in a variable  interest
     entity through the sale, transfer, or encumbrance of those interests."

     With  respect  to the local  limited  partnerships  identified  as VIEs,  a
     provision  of each of the  partnership  agreements  prohibits  the  general
     partner from selling,  assigning,  transferring,  mortgaging,  pledging, or
     otherwise  encumbering  or disposing  of its interest in the local  limited
     partnership  for which it serves as the general  partner.  Accordingly,  in
     order for the general partner to take any of these actions,  a modification
     of the local  limited  partnership  agreement  would be necessary  and such
     modification  would require written consent or vote of a majority  interest
     of the general  partner and the limited  partner,  voting as one class,  in
     proportion  to  ownership  interest.  Another  provision  of  each  of  the
     partnership  agreements  for the local limited  partnerships  prohibits any
     limited  partner  from  assigning in whole or any part of its interest in a
     local limited partnership unless the limited partner first receives consent
     of the general partner of the local limited  partnership (which consent may
     be  withheld  at  the  sole  discretion  of  the  general  partner).  These
     provisions  of  the  partnership   agreements  establish  de  facto  agency
     relationships,  as contemplated in paragraph 16(d) of FIN 46R,  between the
     Partnership, as limited partner in the local limited partnerships,  and the
     respective general partners of the local limited partnerships.

     Having   determined  under  paragraph  16  that  the  Partnership  and  the
     respective general partners of the local limited partnerships are a related
     party  group  for  purposes  of FIN 46R,  the  Partnership  considered  the
     guidance in paragraph 17 of FIN 46R to identify the primary  beneficiary of
     each local limited partnership.  Paragraph 17 of FIN 46R states, "If two or
     more related parties  (including the de facto agents described in paragraph
     16) hold variable  interests in the same variable interest entity,  and the
     aggregate  variable  interest  held by those  parties  would,  if held by a
     single  party,  identify  that party as the primary  beneficiary,  then the
     party, within the related party group, that is most closely associated with
     the variable interest entity is the primary  beneficiary".  The Partnership
     believes  that the  variable  interests  held by the related  party  group,
     consisting of the Partnership and the general partners, would, if held by a
     single party, identify that party as the primary beneficiary.  Accordingly,
     the  Partnership  believes that based on a qualitative  evaluation,  that a
     party within the related party group must be the primary beneficiary.

     Paragraph 17 of FIN 46R goes on to state "the  determination of which party
     within the related party group is most closely associated with the variable
     interest entity requires  judgment and shall be based on an analysis of all
     relevant facts and circumstances, including:

           a. The existence of a principal-agency  relationship  between parties
              within the related party group
           b. The  relationship  and  significance  of  the  activities  of the
              variable  interest  entity to the various  parties within the
              related party group
           c. A party's exposure to the expected losses of the variable interest
              entity
           d. The design of the variable interest entity."

           The  Partnership  believes that in the application of paragraph 17 of
           FIN  46R,  the  factors  listed  need to be  considered  together  in
           conjunction  with the structure of the local limited  partnership and
           how the  Partnership  believes  other entities would view the role of
           the general partner and the limited partner (i.e. the Partnership).

           The  Partnership's  consideration of the requirements of paragraph 17
           of FIN 46 revealed  factors that  individually  could identify either
           the  general  partner  or the  Partnership  as  the  party  with  the
           characteristics  most closely  associated  with the respective  local
           limited partnerships.

           Ultimately,  as discussed below,  the Partnership  concluded that the
           general partner is the party within the related party group, that has
           the  characteristics  most closely  associated with the local limited
           partnerships. Factors considered most relevant include:

o    Although the de facto agency relationship that was identified in connection
     with  paragraph 16 of FIN 46R does not clearly  indicate which party is the
     principal  or agent,  the  Partnership  believes  the  general  partner has
     characteristics  that are commonly  associated with the principal.  In this
     regard,  the  Partnership  noted that the  general  partner is the party an
     outside entity would contact regarding a local limited  partnership matter.
     For example, the United States Department of Housing and Urban Development,
     or one of its agencies, ("HUD"), is the outside entity with the most direct
     contact and or communication with the local limited partnerships due to the
     interest  and tenant  subsidies  and mortgage  insurance  that exist at the
     local limited  partnership level. In all instances HUD contacts the general
     partner with respect to matters involving the local limited partnership and
     the general partner acts with authority in addressing those matters.

o    The Partnership  noted that each general  partner's  relationship  with the
     local limited partnerships  involves the following  significant  activities
     related to its rights and obligations under the related limited partnership
     agreements:


o    The general  partner  shall  manage and  conduct the  business of the local
     limited partnership;

o    Employees of the general partner (or its affiliates) are actively  involved
     in managing the operations of the local limited partnerships

o    The general partner has the obligation to fund any recourse  obligations of
     the local limited partnership

o    The general  partner is  authorized  to develop land  acquired by the local
     limited  partnership  with  off-site  and  on-site  improvements,   and  to
     construct, rehabilitate, maintain, operate and manage the housing units and
     other facilities of the respective local limited partnership

o    The  general  partner is  authorized  to borrow  funds,  execute  and issue
     mortgage notes and other evidences of indebtedness

o    The  general  partner  is  authorized  to  apply  for and  obtain  from the
     respective  government agency,  contracts for leasing,  interest subsidies,
     tax abatement and tax limitation,  as well as other  supplemental  payments
     and subsidies

o    The general  partner  shall  promptly  take any and all action which may be
     necessary  or  appropriate  to  perfect  and  maintain  the  local  limited
     partnership,  as a limited  partnership  under  state law,  and to develop,
     maintain,   and  operate  the  respective  local  limited  partnerships  in
     accordance with provisions of the local limited  partnership  agreement and
     applicable Federal, state and local laws and regulations

o    The general partner shall cause the local limited partnership to obtain and
     maintain at all times, insurance in such amounts and at terms customary for
     a project similar to the local limited partnership

o    The general partner is responsible for obtaining a management agent for the
     respective local limited partnership

     o    In addition,  the local limited partnership agreements each state that
          the  Partnership,  as  limited  partner,  shall  not take  part in the
          management of the local limited partnership's business or transact any
          business for the local limited partnership, nor have any power to sign
          for or to bind the local limited  partnership  or to subject the local
          limited partnership to any liability or obligation.

           These factors strongly indicate that the general partner is the party
           most closely associated with the local limited partnerships.

           Although the Partnership has not performed a quantitative analysis to
           determine  the  relative  exposures  of the  Partnership  and general
           partners to the  expected  losses and  residual  returns of the local
           limited  partnerships,  the Partnership  generally believes that they
           would have the greatest  exposure  based on  provisions  in the local
           limited  partnerships that provide for 95-99 percent  allocations and
           distributions  to the limited  partner.  However,  this factor is not
           sufficient to offset the above indicators that the general partner is
           the  party   most   closely   associated   with  the  local   limited
           partnerships.

           As an additional  note,  the  Partnership  was unable to make a clear
           determination  as to which parties were more involved with the design
           of the local limited partnerships due to the length of time since the
           local limited  partnerships  were created and the lack of individuals
           associated  with  that  process  available  for   consultation.   The
           Partnership   presumes   that  both  the  general   partner  and  the
           Partnership  were highly involved in the negotiation of local limited
           partnership provisions. Those negotiations ultimately resulted in the
           general partner having more substantial  rights and obligations under
           the local limited partnership agreements.

           The Partnership concluded,  based on its qualitative consideration of
           the  factors  in  paragraph  17 of FIN 46R as noted  above,  that the
           general  partners  are the party in the related  party group that are
           most  closely   associated   with,  and  therefore  are  the  primary
           beneficiary   of,  the   respective   local   limited   partnerships.
           Accordingly, the Partnership is not the primary beneficiary of any of
           the 15 local  limited  partnerships  identified  as VIE's  and is not
           required to consolidate any of the 15 local limited partnerships.


                                    * * * * *

  As  requested  by the  Staff,  the  Partnership  acknowledges  that:  (a)  the
  Partnership is responsible  for the adequacy and accuracy of the disclosure in
  its filings;  (b) Staff comments or changes to disclosure in response to Staff
  comments do not foreclose the  Commission  from taking any action with respect
  to the filings;  and (c) the  Partnership  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.

  If you have further  questions  regarding  the  information  provided,  please
  contact the undersigned or Stephen Waters.  Mr. Waters can be reached directly
  at (864) 239-1554 or by fax at (864) 239-5824.

                                   Sincerely,


                                    /s/ David R. Robertson
                                    David R. Robertson
                                    President and Chief Executive Officer
                                    National  Partnership  Investments  Corp.,
                                    the  corporate  general  partner  of  Real
                                    Estate Associates Limited VI



cc:  Stephen B. Waters