content: 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):  May 23, 2001
                                                   ---------------
  
  
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
        California                     333-76435                   33-0761519
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission               (IRS Employer
   of incorporation)                  File Number)             Identification No.)
  
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
  --------------------------------------------------------------------------------
              (Address of principal executive offices)           (Zip Code)
  
  
  Registrant's telephone number, including area code:  (714) 662-5565
                                                       --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
  
  
  
  
  
  
  <PAGE>
  Item 2.  Acquisition or Disposition of Assets
  
           WNC Housing Tax Credit Fund VI, L.P.,  Series 8 ("Series 8") has
  acquired a limited partnership interest in 505 West Main Limited Partnership, a
  South Dakota limited partnership (the "Local Limited  Partnership" or "505 WEST
  MAIN"). 505 WEST MAIN owns the Town Square Apartments II in Vermillion, South
  Dakota.
  
           The following table contains information concerning 505 WEST MAIN and
  Town Square Apartments II:
  <TABLE>
  ----------------------------------------------------------------------------------------------------------------------
  <CAPTION>
                                           ESTIMATED
                                           OR ACTUAL    ESTIMATED                              PERMANENT    ANTICIPATED
                PROJECT                    CONSTRUC-    DEVELOPMENT                            MORTGAGE     AGGREGATE
  LOCAL         NAME AND                   TION         COST         NUMBER OF     BASIC       LOAN         TAX
  LIMITED       NUMBER        LOCATION     COMPLETION   (INCLUDING   APARTMENT     MONTHLY     PRINCIPAL    CREDITS
  PARTNERSHIP   OF BUILDINGS  OF PROPERTY  DATE         LAND COST)   UNITS         RENTS       AMOUNT       (1)
  ------------- ------------- ------------ ------------ ------------ ------------- ----------- ------------ ------------
  <S>           <C>           <C>          <C>          <C>          <C>           <C>         <C>          <C>
  505 WEST      Town Square   Vermillion   June 2001    $1,639,600   30 1BR Units  $337        $440,000     $1,592,630
  MAIN          Apartments    (Clay                                                            SNB (3)
                II            County),
                              South
                1 building    Dakota
                (2)
  ------------- ------------- ------------ ------------ ------------ ------------- ----------- ------------ ------------
  <FN>
  (1)      Low income housing tax credits are available over a 10-year period. In
           the first credit year, Series 8 will receive only that percentage of
           the annual credit which corresponds to the number of months during
           which Series 8 was a limited partner of the Local Limited Partnership,
           and during which the Town Square Apartments II property was completed
           and in service.
  
  (2)      This apartment complex is designed for senior citizens.
  
  (3)      Security National Bank will provide the mortgage loan for a term of 15
           years at an annual interest rate of 8.75%. Principal and interest will
           be payable monthly based on a 30-year amortization schedule.
           Outstanding principal will be due upon maturity of the loan.
  </FN>
  </TABLE>
  Vermillion (505 West Main): Vermillion is the county seat of Clay County, South
  Dakota and is located near Interstate Highway 29 in the southeast corner of the
  state. It is approximately 50 miles south of Sioux Falls. The population of the
  market area is approximately 21,000. The major employers for Vermillion
  residents are University of South Dakota, Gateway 2000, and the Vermillion
  public schools.
  
  <TABLE>
  -----------------------------------------------------------------------------------------------------------------
  <CAPTION>
                                            LOCAL                          SHARING RATIOS:
  LOCAL           LOCAL                     GENERAL        SHARING         ALLOCATIONS (4) AND
  LIMITED         GENERAL      PROPERTY     PARTNERS'      RATIOS:         SALE OR REFINANCING  SERIES 8's CAPITAL
  PARTNERSHIP     PARTNERS     MANAGER (1)  FEES (2)       CASH FLOW (3)   PROCEEDS (5)         CONTRIBUTION (6)
  --------------- ------------ ------------ -------------- --------------- -------------------- -------------------
  <S>             <C>          <C>          <C>            <C>              <C>                  <C>
  500 WEST MAIN    Lewis F.    Oakleaf      $173,000       Series 8:       99.98/.01/.01        $1,178,310
                   Weinberg    Real Estate                 Greater of      50/50
                               Management                  $1,000 or 15%
                                                           LGP: Lesser of
                   Weinberg                                70% of the
                   Investments,                            balance or
                   Inc.                                    $10,000
                                                           The balance:
                   Sioux Falls                             30/70
                   Environmental
                   Access, Inc.
  --------------- ------------ ------------ -------------- --------------- -------------------- -------------------
  <FN>
  (1) The Local General Partners are authorized to employ either themselves or one
  of their affiliates, or a third party, as property manager for leasing and
  management of the Town Square Apartments II. The fee payable to the property
  manager is determined pursuant to market conditions.
  
  (2) The Local Limited Partnership will pay its Local General Partners or an
  affiliate of its Local General Partners fees for various services, including
  organization, development, land acquisition, syndication, incentive management
  and the like.
  
  (3) Reflects the amount of the net cash flow from operations, if any, to be
  distributed to Series 8 and the Local General Partners ("LGP") of the Local
  Limited Partnership for each year of operations. Net cash flow generally is
  equal to the excess of revenues over expenses, including the property manager's
  fee.
  
                                         2
  <PAGE>
  
  (4) Subject to certain special allocations, reflects the respective percentage
  interests in profits, losses and low income housing tax credits of (i) Series 8,
  (ii) WNC Housing, L.P., an affiliate of the sponsor which is the special limited
  partner, and (iii) the Local General Partners.
  
  (5) Reflects the percentage interests in any net cash proceeds from sale or
  refinancing of the Town Square Apartments II, after payment of the mortgage loan
  and other Local Limited Partnership obligations, of (i) Series 8 and (ii) the
  Local General Partners.
  
  (6) Series 8 will make its capital contributions to the Local Limited
  Partnership in stages, with each contribution due when certain conditions
  regarding construction or operations have been fulfilled.
  </FN>
  </TABLE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         3
  <PAGE>
  
  
  
  Item 7.  Financial Statements and Exhibits
  
           a.      Financial Statements of Businesses Acquired
  
                   Inapplicable.
  
           b.      Proforma Financial Information*
  
           c.      Exhibits
  
           10.1    Amended and Restated Agreement of Limited Partnership of
                   505 West Main Limited Partnership
  
           10.2    First Amendment to the Amended and Restated Agreement of
                   Limited Partnership of 505 West Main Limited Partnership
           -----------------
           *To be filed upon availability if necessary.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         4
  <PAGE>
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8
  
  Date: May 31, 2001               By:    WNC &  Associates, Inc.,
                                          General Partner
  
                                          By:    /s/ DAVID N. SHAFER
                                                 -------------------
                                                 David N. Shafer,
                                                 Executive Vice President
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         5
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  
       Exhibit
       Number      Description
  
       10.1        Amended and Restated Agreement of Limited Partnership of
                   505 West Main Limited Partnership
  
       10.2        First Amendment to the Amended and Restated Agreement of
                   Limited Partnership of 505 West Main Limited Partnership
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "wmain8k.txt", "description": "INITIAL FILING", "secsgml_size_bytes": 9735}]
metadata_filer: {"company-data": {"conformed-name": "WNC HOUSING TAX CREDIT FUND VI LP SERIES 8", "cik": "0001084075", "assigned-sic": "6513", "irs-number": "330761519", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-76435-01", "film-number": "1655049"}, "business-address": {"street1": "3158 REDHILL AVENUE SUITE 120", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7146625565"}, "mail-address": {"street1": "3158 REDHILL AVENUE SUITE 120", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
text: 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):  May 23, 2001
                                                   ---------------
  
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
        California                     333-76435                   33-0761519
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission               (IRS Employer
   of incorporation)                  File Number)             Identification No.)
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
  --------------------------------------------------------------------------------
              (Address of principal executive offices)           (Zip Code)
  
  Registrant's telephone number, including area code:  (714) 662-5565
                                                       --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 2.  Acquisition or Disposition of Assets
  
           WNC Housing Tax Credit Fund VI, L.P.,  Series 8 ("Series 8") has
  acquired a limited partnership interest in 505 West Main Limited Partnership, a
  South Dakota limited partnership (the "Local Limited  Partnership" or "505 WEST
  MAIN"). 505 WEST MAIN owns the Town Square Apartments II in Vermillion, South
  Dakota.
  
           The following table contains information concerning 505 WEST MAIN and
  Town Square Apartments II:
  
  ----------------------------------------------------------------------------------------------------------------------
  ESTIMATED
                                           OR ACTUAL    ESTIMATED                              PERMANENT    ANTICIPATED
                PROJECT                    CONSTRUC-    DEVELOPMENT                            MORTGAGE     AGGREGATE
  LOCAL         NAME AND                   TION         COST         NUMBER OF     BASIC       LOAN         TAX
  LIMITED       NUMBER        LOCATION     COMPLETION   (INCLUDING   APARTMENT     MONTHLY     PRINCIPAL    CREDITS
  PARTNERSHIP   OF BUILDINGS  OF PROPERTY  DATE         LAND COST)   UNITS         RENTS       AMOUNT       (1)
  ------------- ------------- ------------ ------------ ------------ ------------- ----------- ------------ ------------
  505 WEST      Town Square   Vermillion   June 2001    $1,639,600   30 1BR Units  $337        $440,000     $1,592,630
  MAIN          Apartments    (Clay                                                            SNB (3)
                II            County),
                              South
                1 building    Dakota
                (2)
  ------------- ------------- ------------ ------------ ------------ ------------- ----------- ------------ ------------
  (1)      Low income housing tax credits are available over a 10-year period. In
           the first credit year, Series 8 will receive only that percentage of
           the annual credit which corresponds to the number of months during
           which Series 8 was a limited partner of the Local Limited Partnership,
           and during which the Town Square Apartments II property was completed
           and in service.
  
  (2)      This apartment complex is designed for senior citizens.
  
  (3)      Security National Bank will provide the mortgage loan for a term of 15
           years at an annual interest rate of 8.75%. Principal and interest will
           be payable monthly based on a 30-year amortization schedule.
           Outstanding principal will be due upon maturity of the loan.
  Vermillion (505 West Main): Vermillion is the county seat of Clay County, South
  Dakota and is located near Interstate Highway 29 in the southeast corner of the
  state. It is approximately 50 miles south of Sioux Falls. The population of the
  market area is approximately 21,000. The major employers for Vermillion
  residents are University of South Dakota, Gateway 2000, and the Vermillion
  public schools.
  
  -----------------------------------------------------------------------------------------------------------------
  LOCAL                          SHARING RATIOS:
  LOCAL           LOCAL                     GENERAL        SHARING         ALLOCATIONS (4) AND
  LIMITED         GENERAL      PROPERTY     PARTNERS'      RATIOS:         SALE OR REFINANCING  SERIES 8's CAPITAL
  PARTNERSHIP     PARTNERS     MANAGER (1)  FEES (2)       CASH FLOW (3)   PROCEEDS (5)         CONTRIBUTION (6)
  --------------- ------------ ------------ -------------- --------------- -------------------- -------------------
  500 WEST MAIN    Lewis F.    Oakleaf      $173,000       Series 8:       99.98/.01/.01        $1,178,310
                   Weinberg    Real Estate                 Greater of      50/50
                               Management                  $1,000 or 15%
                                                           LGP: Lesser of
                   Weinberg                                70% of the
                   Investments,                            balance or
                   Inc.                                    $10,000
                                                           The balance:
                   Sioux Falls                             30/70
                   Environmental
                   Access, Inc.
  --------------- ------------ ------------ -------------- --------------- -------------------- -------------------
  (1) The Local General Partners are authorized to employ either themselves or one
  of their affiliates, or a third party, as property manager for leasing and
  management of the Town Square Apartments II. The fee payable to the property
  manager is determined pursuant to market conditions.
  
  (2) The Local Limited Partnership will pay its Local General Partners or an
  affiliate of its Local General Partners fees for various services, including
  organization, development, land acquisition, syndication, incentive management
  and the like.
  
  (3) Reflects the amount of the net cash flow from operations, if any, to be
  distributed to Series 8 and the Local General Partners ("LGP") of the Local
  Limited Partnership for each year of operations. Net cash flow generally is
  equal to the excess of revenues over expenses, including the property manager's
  fee.
  
                                         2
  (4) Subject to certain special allocations, reflects the respective percentage
  interests in profits, losses and low income housing tax credits of (i) Series 8,
  (ii) WNC Housing, L.P., an affiliate of the sponsor which is the special limited
  partner, and (iii) the Local General Partners.
  
  (5) Reflects the percentage interests in any net cash proceeds from sale or
  refinancing of the Town Square Apartments II, after payment of the mortgage loan
  and other Local Limited Partnership obligations, of (i) Series 8 and (ii) the
  Local General Partners.
  
  (6) Series 8 will make its capital contributions to the Local Limited
  Partnership in stages, with each contribution due when certain conditions
  regarding construction or operations have been fulfilled.
  3
  Item 7.  Financial Statements and Exhibits
  
           a.      Financial Statements of Businesses Acquired
  
                   Inapplicable.
  
           b.      Proforma Financial Information*
  
           c.      Exhibits
  
           10.1    Amended and Restated Agreement of Limited Partnership of
                   505 West Main Limited Partnership
  
           10.2    First Amendment to the Amended and Restated Agreement of
                   Limited Partnership of 505 West Main Limited Partnership
           -----------------
           *To be filed upon availability if necessary.
  
                                         4
  SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8
  
  Date: May 31, 2001               By:    WNC &  Associates, Inc.,
                                          General Partner
  
                                          By:    /s/ DAVID N. SHAFER
                                                 -------------------
                                                 David N. Shafer,
                                                 Executive Vice President
  
                                         5
  EXHIBIT INDEX
  
       Exhibit
       Number      Description
  
       10.1        Amended and Restated Agreement of Limited Partnership of
                   505 West Main Limited Partnership
  
       10.2        First Amendment to the Amended and Restated Agreement of
                   Limited Partnership of 505 West Main Limited Partnership