SecProbe.io

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                                           January 31, 2005

Steven Jacobs, Senior Staff Accountant
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0409
450 Fifth Street, NW
Washington, D.C.  20549

         Re:      WNC Housing Tax Credit Fund VI, L.P., Series 10
                  Form 10-K for the year ended March 31, 2004
                  Form 10-Q for the quarter ended June 30, 2004
                  Form 10-Q for the quarter ended September 30, 2004
                  File No.  0-50837

Dear Mr. Jacobs:

     The  registrant  is in  receipt  of your  letter  dated  January  10,  2005
respecting the referenced  matters.  Responses to the comments  included in your
letter are set forth  below,  numbered to  correspond  to the  numbering  system
utilized in your letter:

     1. Please be advised that, in future  filings,  the registrant will use the
commission file number of 000-50837.

     2. Please be advised that the  registrant  believes  that the  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
relating to the short period ended March 31, 2003 is adequate  under Item 303 of
Regulation S-K. as well as Interpretive Release 33-8350.

         For example, Interpretive Release 33-8350, in part, provides that

               "the purpose of MD&A is not complicated. It is to provide readers
               information  'necessary  to an  understanding  of  [a  company's]
               financial  condition,  changes in financial condition and results
               of  operations.'  The MD&A  requirements  are intended to satisfy
               three principal objectives:

               to  provide a  narrative  explanation  of a  company's  financial
               statements that enables  investors to see the company through the
               eyes of management;

               to enhance  the  overall  financial  disclosure  and  provide the
               context within which  financial  information  should be analyzed;
               and

<PAGE>
Steven Jacobs, Senior Staff Accountant
January 31, 2005
Page 2

               to  provide  information  about the  quality  of,  and  potential
               variability  of, a  company's  earnings  and cash  flow,  so that
               investors can ascertain the likelihood  that past  performance is
               indicative of future performance.

     Simply  stated,  there  was no  financial  condition  nor  any  results  of
operations to report upon as of March 31, 2003.  The  registrant  only commenced
its  offering  as of  March  6,  2003,  and as of March  31,  2003 had  received
subscriptions  to  only  242  units,   none  of  which  can  be  accepted  until
satisfaction  of the  minimum  offering  condition  of 1,400  units is met.  The
registrant had not satisfied its minimum offering amount as of March 31, 2003.

     Management  believes  that  full  consideration  was  given  to Item 303 of
Regulation S-K, as well as the Interpretive Release. The registrant's  principal
business  objective  is to provide its  investors  with low- income  housing tax
credits. Therefore, the registrant's principal business consists of investing as
a limited  partner or  non-managing  limited  liability  member in Local Limited
Partnerships,  each of which owns and operates a  multi-family  housing  complex
that  qualifies  for the tax  credits.  The  principal  source of funds for such
investments  is the sale of limited  partnership  units.  Capital  contributions
payable by the registrant to the Local Limited Partnerships, and all obligations
of the registrant, are funded with investor capital contributions.

     The  registrant  has no  obligations  to any party  until  such time as the
minimum number of securities is sold.

     Accordingly,  please be advised that until such time as the registrant sold
the minimum number of securities, it had no liquidity, no capital resources, and
no results of operations.

     Rather,  as of March 31, 2003,  the  registrant had only its business plan,
which is discussed  throughout the annual report and the registrant's  financial
statements.  Management believes that any additional  disclosures respecting the
short-year ended March 31, 2003 would not improve the quality of the MD&A of the
registrant,  but would merely be a recitation of the financial  statements,  and
accordingly,  would  not  improve  upon  the  transparency  of  the  information
presented and enhance the overall disclosures of the filing.

     3. With respect to this comment,  the  registrant  has enclosed a copy of a
letter to the  registrant  from its  auditor,  Reznick  Group,  P.C.  (formerly,
Reznick  Fedder &  Silverman,  P.C.).  In addition to the  analysis of the issue
provided by the auditor, please be advised that the registrant believes it would
be cost  prohibitive to have Reznick Group,  P.C. perform the audits of all or a
significant  number  of  the  Local  Limited  Partnerships.   Furthermore,   the
registrant believes that its lack of control over the Local Limited Partnerships
and  the  geographic  diversity  of  the  Local  Limited  Partnerships  make  it
impractical for one Registered  Public  Accounting Firm to perform audits of all
or a significant number of the Local Limited Partnerships.

<PAGE>
Steven Jacobs, Senior Staff Accountant
January 31, 2005
Page 3

                                       January 26, 2005

Mr. Tom Riha, Chief Financial Officer
Ms. Melanie Wenk, Director of Partnership Accounting
WNC & Associates, Inc.
17782 Sky Park Circle
Irvine, CA  92614

  RE:        WNC Housing Tax Credit Fund VI, L.P., Series 10 (the "Partnership")
             Audited Financial Statement For the Year Ending
             March 31, 2004, Auditors Report dated June 23, 2004

Dear Mr. Riha and Ms. Wenk:

     We have received your fax of the comment letter dated January 10, 2005 from
Steven Jacobs,  Senior Staff Accountant,  Division of Corporate Finance,  United
States  Securities and Exchange  Commission for the above referenced  entity. At
your request, we are providing you with the following  supplemental  explanation
in response to Comment Number 3 of Mr. Jacobs letters in regards to factors that
assisted us, as independent  auditors, in determining that we were the principal
auditor of the Partnership for the referenced year end.

     In evaluating our position as principal auditor we gave consideration to AU
543.  Specifically,  the  guidance in paragraph  .02, the results of  procedures
performed in  accordance  with  paragraph  .10, and the  discussion of long term
investments in paragraph .14 which states, in part:

     With respect to  investments  accounted  for under the equity  method,  the
     auditor who uses another  auditor's  report for the purpose of reporting on
     the investor's equity in underlying net assets and its share of earnings or
     losses and other  transactions  of the  investee  is in the  position  of a
     principal auditor using the work and reports of other auditors.

     Because of the significance of the procedures performed by us in connection
with  the  Partnership's   investments  in  the  limited   partnerships  at  the
Partnership level, and our perspective,  we believe that we held the position of
principal auditor in our report dated June 23, 2004.

     Factors we considered in reaching  this  conclusion  included the number of
procedures  and extent of procedures  we performed on the  investment in limited
partnership  accounts,  the equity in the  underlying  net assets,  the share of
earnings  or  losses,  consolidation  or  combination,   capitalization  issues,
investment impairment, presentation, and footnote disclosures.  Additionally, we
evaluated our level of participation  as independent  auditor in relation to the
potential concentration of the role of another independent auditor.

<PAGE>
Steven Jacobs, Senior Staff Accountant
January 31, 2005
Page 4

     In  auditing  the   Partnerships'   balances  in   investment   in  limited
partnerships   ("Operating   Partnerships"),   our  approach  was  comprised  of
procedures  performed  independently  by Reznick  Group P.C.  (formally  Reznick
Fedder & Silverman,  P.C.). These procedures  included testing the Partnerships'
investment  activity,  analytical  procedures,  test for impairment,  testing of
reconciliations  of  investment   accounts  to  the  capital  of  the  operating
partnership,  determining  the  appropriateness  of  the  accounting  procedures
applied by the Operating  Partnership  and the amount  (percentage) of equity in
losses  of  limited  partnership  recorded  by the  Partnership.  All the  above
procedures  were  performed  by Reznick  Group  without  respect to whether  the
operating  partnership  is  separately  audited.  We then  obtained the separate
audited financial statements of the Operating  Partnerships to determine whether
the operations of the Operating Partnership are fairly stated and supplement the
audit procedures we have performed.  Additionally,  our planned audit procedures
for the year ended March 31, 2004 contemplated us performing additional auditing
procedures  on the Operating  Properties if specific  issues are found to exist,
such as going concerns,  impairment or where operating results are significantly
different than expected.

     As you have been made aware,  the SEC in general will challenge the role of
principal auditor where that auditor has audited or assumed  responsibility  for
less than 50% of the assets and  revenues of the  consolidated  entity.  In this
circumstance  we audited or assumed  responsibility  for 76% of total assets and
45% of the net loss of the  Partnership.  We also believe that such  traditional
measures  for  determining  the  principal   auditor  in  an   investor/investee
relationship  are not always  appropriate.  In particular,  as a limited partner
investor in the various underlying  operating  partnerships,  our understanding,
based on our reading  the  various  Operating  Partnership  limited  partnership
agreements,  and as you have  asserted  to us, as  limited  partner,  due to the
Partnership's lack of control over the Operating Partnerships the Partnership is
unable to select the auditors of the Operating Partnerships on an annual basis.

     As principal  auditor, a portion of our analysis is to determine the extent
of  audit  coverage  by us and  other  auditors  of the  Operating  Partnerships
financial  statements.  Independent of that extent of coverage (whether by us or
other auditors),  as is our professional  obligation under AU 543 paragraphs .04
to .06, we evaluate and conclude as to which  auditors we will refer to. We have
concluded that the coverage of audit of the operating  partnerships was adequate
to  allow  us  to  address  the  accounting  and  financial   reporting  of  the
Partnership,  WNC Housing Tax Credit Fund VI, L.P.,  Series 10, and that we have
appropriately  assessed  and  modified  our  report  with  respect  to the other
auditors to which we made reference.

<PAGE>

Steven Jacobs, Senior Staff Accountant
January 31, 2005
Page 5

     We trust that we have completely addressed the comment raised in Mr. Jacobs
comment  letter.  If you should have any further  questions  or comments on this
matter, please do not hesitate to contact me.

                                      Sincerely,

                                      REZNICK GROUP, P.C.

                                      /s/ Kirk T. Rogers
                                      ------------------
                                      Kirk T. Rogers
                                      Principal

     4. Please be advised that, in future filings in the first  paragraph  under
the  section   entitled   "Method  of  Accounting  for  Investments  in  Limited
Partnerships"  and in the similar  disclosure in footnote 2, the registrant will
revise its disclosures to consistently use the term "sum" rather than "product."

     5. As disclosed in the first two  sentences of the second  paragraph  under
the  section   entitled   "Method  of  Accounting  for  Investments  in  Limited
Partnerships":

     "Equity in losses of Local Limited  Partnerships  for each year ended March
     31 have been recorded by the  Partnership  based on nine months of reported
     results  provided  by the Local  Limited  Partnerships  for each year ended
     December 31 and on three months of results  estimated by  management of the
     Partnership.  Management's  estimate for the three-month period is based on
     either actual unaudited results reported by the Local Limited  Partnerships
     or historical trends in the operations of the Local Limited Partnerships."

     The registrant believes that clarification to the foregoing can be achieved
in future filings by inserting the following  sentence after the foregoing,  and
before the balance of such paragraph:

     "In  subsequent  annual  financial  statements,  upon  receiving the actual
     annual  results  reported  by the Local  Limited  Partnerships,  management
     reverses its prior estimate and records the actual results  reported by the
     Local Limited Partnerships."

     6.  Please  be  advised  that,   consistent   with   paragraph  29  of  the
Interpretation,  the registrant  adopted FIN 46(R)  effective for the year ended
March  31,  2004.  Inadvertently,   the  registrant  did  not  remove  the  word
"preliminarily"  which had been  included in filings  prior to the  registrant's
adoption  of the  Interpretation.  Please be advised  that the  registrant  will
remove the word "preliminarily" from all filings made subsequent hereto.

<PAGE>

Steven Jacobs, Senior Staff Accountant
January 31, 2005
Page 6

     With its adoption of FIN 46(R),  the  registrant has concluded that each of
the  Local  Limited  Partnerships  is  not a  Variable  Interest  Entity  (VIE).
Furthermore,  the  registrant  has  determined  that the  equity  method  is the
appropriate  means of accounting  for these limited  partnership  interests.  An
explanation of these conclusions follows.

     FIN 46(R).  The registrant's  assessment of the Local Limited  Partnerships
     ---------
and the  application of FIN 46(R) to such  investments  was based upon the three
criteria for  assessing  whether an entity is a VIE, as discussed in  paragraphs
5.a, b, and c of the Interpretation.

     a. Equity  Investment  at Risk.  Section 5.a of FIN 46(R) is  summarized as
        ---------------------------
follows:  The total equity  investment  at risk is not  sufficient to permit the
entity to finance  its  activities  without  additional  subordinated  financial
support provided by any parties, including equity holders.

     Please be advised that each of the registrant's Local Limited  Partnerships
was formed  specifically  for the purpose of  developing  and operating a single
residential rental property that is eligible for low income housing tax credits.
As  required  by the tax credit  program,  Local  Limited  Partnerships  must be
designed to be self-sustaining and operationally viable from inception.  Each of
the  Local  Limited   Partnerships  has  a  financial  structure  consisting  of
non-recourse mortgage loan or loans, deferred development fees and owner equity.
Due to their deemed operational viability from inception,  no additional sources
of capital were  contemplated  as necessary as the formation of these  entities.
Additionally,  the registrant  evaluated the equity at risk for both the limited
and general equity interests in each Local Limited Partnership and has concluded
that the  parties  have  sufficient  equity  at risk  over the life of the Local
Limited Partnership to finance its activities.

     b. Controlling  Financial Intere