UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 11, 2014

REAL ESTATE ASSOCIATES LIMITED VI

(Exact name of registrant as specified in its charter)

Registrant’s Telephone Number, Including Area Code:  (720) 387-8135

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     ¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

Real Estate Associates Limited VI, a California limited partnership (the “Registrant”), holds a 90% limited partnership interest in Park Place Associates, a New Jersey limited partnership (the “Partnership”).  On June 11, 2014, the Registrant entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) by and among the Registrant, Park Place Limited Partner, LLC, a Delaware limited liability company (“Assignee”) and Park Place Preservation, a Delaware limited liability company, the General Partner of the Partnership, pursuant to which Registrant and agreed to assign 100% of its interests in the Partnership to the Assignee in exchange for a payment of $900,000.  Following such payment, the Registrant will no longer hold any interest in the Partnership and will have no rights, obligations or liabilities related thereto.  Closing of this transaction is scheduled to occur no later than December 31, 2014.