NATIONAL LEASE INCOME FUND 6 LP
10-Q, 1997-05-14
COMPUTER RENTAL & LEASING
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1997

                         Commission file number 0-15643

                        NATIONAL LEASE INCOME FUND 6 L.P.
             (Exact name of registrant as specified in its charter)


       DELAWARE                                                13-3275922
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                   411 West Putnam Avenue, Greenwich, CT 06830
                    (Address of principal executive offices)

                                 (203) 862-7000
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                    Yes    [ X ]          No [   ]

<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P. 

                           FORM 10-Q - MARCH 31, 1997


                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - March 31, 1997 and December 31, 1996 .................


         STATEMENTS OF OPERATIONS - For the three months ended
              March 31, 1997 and 1996 ..........................................


         STATEMENT OF PARTNERS' EQUITY - For the three months ended
              March 31, 1997 ...................................................


         STATEMENTS OF CASH FLOWS - For the three months ended
              March 31, 1997 and 1996 ..........................................


         NOTES TO FINANCIAL STATEMENTS .........................................

      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS ............................


PART II - OTHER INFORMATION

      ITEM 1 - LEGAL PROCEEDINGS ...............................................

      ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K ................................

SIGNATURES .....................................................................

<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                             NATIONAL LEASE INCOME FUND 6 L.P.

                                       BALANCE SHEETS
 
                                                                           March 31,
                                                                ------------------------------
                                                                    1997              1996
                                                                ------------      ------------
<S>                                                              <C>             <C>
ASSETS

        Leased equipment - net
            Accounted for under the operating method,
                 net of accumulated depreciation of
                 $21,265,028 and $20,728,187 and
                 allowance for equipment impairment
                 of $20,431,885 ............................     $10,940,286     $11,477,127

        Equipment held for lease or sale - netof accumulated
                 depreciation of $1,781,000 and an allowance
                 for equipemtn impairment of $2,595,000 ....           --               --
        Cash and cash equivalents ..........................       3,370,235       3,481,745
        Deferred costs .....................................         196,548         224,677
        Note receivable ....................................         166,344         271,288
        Other receivables and prepaid expenses .............          15,731          34,612
        Accounts receivable ................................           2,788           2,788
                                                                 -----------     ----------- 
                                                                 $14,691,932     $15,492,237
                                                                 ===========     =========== 
LIABILITIES AND PARTNERS' EQUITY

Liabilities
        Distributions payable ..............................     $   696,981     $   757,588
        Deferred aircraft upgrade payable ..................         100,000         100,000
        Accounts payable and accrued expenses ..............          79,090         109,017
        Deferred income ....................................          69,250          69,250
        Due to affiliates ..................................           3,591          71,527
                                                                 -----------     ----------- 
               Total liabilities ...........................         948,912       1,107,382
                                                                 -----------     ----------- 
Commitments and contingencies

Partners' equity
        Limited partners' equity (as restated)(300,005
                units issued and outstanding) ..............      13,595,740      14,231,157
        General partners' equity (as restated) .............         147,280         153,698
                                                                 -----------     ----------- 
               Total partners' equity ......................      13,743,020      14,384,855
                                                                 -----------     ----------- 
                                                                 $14,691,932     $15,492,237
                                                                 ===========     =========== 

                            See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                            STATEMENTS OF OPERATIONS

                                                       For the three months ended
                                                                March 31,
                                                       --------------------------
                                                           1997          1996
                                                        ---------     ---------
<S>                                                     <C>           <C>
Revenues
     Rental .......................................     $ 721,289     $ 790,980
     Interest
        Other .....................................        45,846        64,254
        Financing leases ..........................          --             776
     Other operating income .......................          --             155
                                                        ---------     ---------

                                                          767,135       856,165
                                                        ---------     ---------

Costs and expenses
     Depreciation .................................       536,841       575,621
     Fees to affiliates ...........................        65,065        62,080
     Operating ....................................        55,335        50,996
     General and administrative ...................        54,748       101,098
     Interest .....................................          --           5,235
                                                        ---------     ---------

                                                          711,989       795,030
                                                        ---------     ---------

                                                           55,146        61,135


Loss on disposition of equipment, net .............          --         (54,935)
                                                        ---------     ---------

Net income ........................................     $  55,146     $   6,200
                                                        =========     =========


Net income attributable to
     Limited partners .............................     $  54,595     $   6,138
     General partners
                                                              551            62
                                                        ---------     ---------

                                                        $  55,146     $   6,200
                                                        =========     =========

Net income per unit of limited partnership interest
     (300,005 units outstanding) ..................     $    0.18     $    0.02
                                                        =========     =========

                       See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  NATIONAL LEASE INCOME FUND 6 L.P.

                                    STATEMENT OF PARTNERS' EQUITY


                                                       Limited           General           Total
                                                      Partners'         Partners'        Partners'
                                                       Equity            Equity           Equity
                                                   ------------      ------------      ------------
<S>                                                <C>               <C>               <C>

Balance, January 1, 1997 .....................     $ 15,731,182      $ (1,346,327)     $ 14,384,855

Reallocation of partners' equity .............       (1,500,025)        1,500,025              --
                                                   ------------      ------------      ------------


Balance, January 1, 1997 (as restated) .......       14,231,157           153,698        14,384,855

Net income for the three months
     ended March 31, 1997 ....................           54,595               551            55,146


Distributions to partners for the three months
     ended March 31, 1997 ($2.30 per limited
     partnership unit) .......................         (690,012)           (6,969)         (696,981)
                                                   ------------      ------------      ------------


Balance, March 31, 1997 ......................     $ 13,595,740      $    147,280      $ 13,743,020
                                                   ============      ============      ============


                                 See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             NATIONAL LEASE INCOME FUND 6 L.P.

                                 STATEMENTS OF CASH FLOWS

                                                             For the three months ended
                                                                       March 31,
                                                             --------------------------
                                                                1997             1996
                                                             -----------      ---------- 
<S>                                                          <C>              <C>        
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities
     Net income ........................................     $    55,146      $     6,200
     Adjustments to reconcile net income to net
       cash provided by operating activities
        Depreciation ...................................         536,841          575,621
        Amortization of deferred costs .................          28,129           28,129
        Loss on disposition of equipment, net ..........            --             54,935
     Changes in assets and liabilities
        Other receivables and prepaid expenses .........          18,881            6,304
        Accounts receivable ............................            --              6,209
        Accounts payable and accrued expenses ..........         (29,927)         (37,789)
        Deferred income ................................            --            (30,361)
        Due to affiliates ..............................         (67,936)         (25,920)
                                                             -----------      -----------
               Net cash provided by operating activities         541,134          583,328
                                                             -----------      -----------
Cash flows from investing activities
     Purchase of leased equipment - upgrades ...........            --           (110,358)
     Proceeds from disposition of leased equipment .....            --            196,829
     Note  receivable ..................................         104,944          121,313
     Minimum lease payments received on financing
        leases, net of interest earned .................            --              8,300
     Other non-operating payments ......................            --            (14,073)
                                                             -----------      -----------
               Net cash provided by investing activities         104,944          202,011
                                                             -----------      -----------
Cash flows from financing activities
     Distributions to partners .........................        (757,588)      (1,212,141)
                                                             -----------      -----------

Net  decrease  in cash and cash equivalents ............        (111,510)        (426,802)

Cash and cash equivalents, beginning of period .........     $ 3,481,745        3,810,827
                                                             -----------      -----------
Cash and cash equivalents, end of period ...............     $ 3,370,235      $ 3,384,025
                                                             ===========      ===========
Supplemental disclosure of cash flow information
     Interest paid .....................................     $      --        $     5,235
                                                             ===========      ===========

                            See notes to financial statements.
</TABLE>
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P. 

                          NOTES TO FINANCIAL STATEMENTS


1        INTERIM FINANCIAL INFORMATION

         The summarized  financial  information  contained  herein is unaudited;
         however, in the opinion of management, all adjustments (consisting only
         of  recurring  accruals)  necessary  for a fair  presentation  of  such
         financial  information have been included.  The accompanying  financial
         statements, footnotes and discussion should be read in conjunction with
         the financial  statements,  related footnotes and discussions contained
         in the National  Lease Income Fund 6 L.P.  (the  "Partnership")  annual
         report on Form 10-K for the year ended  December 31, 1996.  The results
         of  operations  for the  three  months  ended  March  31,  1997 are not
         necessarily indicative of the results to be expected for the full year.

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Leases

         The  Partnership  accounts for all of its leases in accordance with the
         operating and financing methods.  For operating leases,  rental revenue
         is  recognized  on  a  straight-line   basis  and  expenses  (including
         depreciation) are charged to operations as incurred.

         For financing leases, unearned income is recognized as revenue over the
         respective lease term so as to produce a constant rate of return on the
         net investment.

         For the three  months  ended  March 31, 1997 and 1996,  rental  revenue
         earned on a  month-to-month  basis comprised  approximately  1% and 3%,
         respectively, of total rental revenue recognized.

         Leased equipment and equipment held for lease or sale

         The cost of  leased  equipment  and  equipment  held for  lease or sale
         represents  the initial cost of the equipment to the  Partnership  plus
         miscellaneous  acquisition  and  closing  costs,  and is carried at the
         lower of depreciated cost or net realizable value.

         Depreciation  is  computed  using  the  straight-line  method  over the
         estimated  useful  lives of such assets (five years for  equipment  for
         management  information  systems  and 13 to 18 years for  aircraft  and
         aircraft-related   equipment).   The  Partnership   capitalizes   major
         additions  to its aircraft and  depreciates  such capital  improvements
         over the remaining estimated useful life of such aircraft.

         When  equipment  is  sold  or  otherwise  disposed  of,  the  cost  and
         accumulated  depreciation  (and any  related  allowance  for  equipment
         impairment)  are removed from the accounts and any gain or loss on such
         sale or disposal is reflected in  operations.  Normal  maintenance  and
         repairs are charged to operations as incurred. The Partnership provides
         allowances for equipment  impairment  based upon a quarterly  review of
         all equipment in its portfolio,  when management  believes that,  based
         upon market analysis,  appraisal  reports and leases currently in place
         with respect to specific  equipment,  the  investment in such equipment
         may not be recoverable.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P. 

                          NOTES TO FINANCIAL STATEMENTS

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         The allowance is inherently  subjective and is based upon  management's
         best estimate of current  conditions  and  assumptions  about  expected
         future conditions. The Partnership may provide for additional losses in
         subsequent periods and such losses could be material.

         Deferred costs

         Deferred costs  represent the payments made by the  Partnership,  based
         upon the terms of a certain lease,  for maintenance  which enhanced the
         marketability  with respect to the return of certain aircraft leased to
         Alaska Airlines, Inc. ("Alaska"). Deferred costs are amortized over the
         terms of the remarketed lease.

         Note receivable

         Note receivable  represents  financing provided by the Partnership to a
         lessee of certain  aircraft for  modifications  made to such  aircraft.
         Such note is being repaid at a rate of 9.31% per annum.

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The corporate  general  partner of the  Partnership,  ALI Capital Corp.
         (the "Corporate General Partner"),  the managing general partner of the
         Partnership,  ALI Equipment Management Corp.  ("Equipment  Management")
         and Integrated  Resources  Equipment  Group,  Inc.  ("IREG") are wholly
         owned subsidiaries of Presidio Capital Corp.  ("Presidio").  Z Square G
         Partners  II was  the  associate  general  partner  of the  Partnership
         through February 27, 1995. On February 28, 1995,  Presidio Boram Corp.,
         a subsidiary of Presidio,  became the associate general partner.  Other
         limited  partnerships and similar investment  programs have been formed
         by Equipment  Management or its  affiliates to acquire  equipment  and,
         accordingly,  conflicts of interest may arise  between the  Partnership
         and such other limited partnerships. Affiliates of Equipment Management
         have also engaged in business  related to the  management  of equipment
         and the sale of various  types of equipment  and may transact  business
         with the Partnership.

         Subject  to the  rights of  the  Limited  Partners  under  the  Limited
         Partnership  Agreement,  Presidio will control the Partnership  through
         its direct or  indirect  ownership  of all of the  shares of  Equipment
         Management, the Corporate General Partner and, as of February 28, 1995,
         the  associate  general  partner.   Presidio  is  managed  by  Presidio
         Management Company, LLC ("Presidio  Management"),  a company controlled
         by a director of Presidio.  Presidio is also party to an administrative
         services agreement with Wexford Management LLC ("Wexford")  pursuant to
         which Wexford is responsible for the day-to-day  management of Presidio
         and,  among other  things,  has  authority  to  designate  directors of
         Equipment  Management,  the Corporate General Partner and the associate
         general partner.  During the three months ended March 31, 1997 and 1996
         reimbursable  expenses due to Wexford from the Partnership  amounted to
         $4,922 and $9,800, respectively.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P. 

                          NOTES TO FINANCIAL STATEMENTS

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         Presidio is a liquidating  company.  Although Presidio has no immediate
         plans to do so, it will  ultimately seek to dispose of the interests it
         acquired from Integrated Resources, Inc. through liquidation;  however,
         there can be no  assurance  of the  timing of such  transaction  or the
         effect it may have on the Partnership.

         The Partnership has a management agreement with IREG, pursuant to which
         IREG receives 5% of annual gross rental  revenues on operating  leases;
         2% of annual gross rental  revenues on full payout leases which contain
         net  lease  provisions;  and 1% of  annual  gross  rental  revenues  if
         services are performed by third parties under the active supervision of
         Equipment Management,  as defined in the Limited Partnership Agreement.
         The  Partnership  incurred  equipment  management  fees of $36,065  and
         $38,080  for  the  three   months   ended  March  31,  1997  and  1996,
         respectively.

         During the operating and liquidating stage of the Partnership,  IREG is
         entitled to a partnership  management fee equal to 4% of  distributable
         cash from operations as defined in the Limited  Partnership  Agreement,
         subject to possible  increase after the limited  partners have received
         certain specified minimum returns on their investment.  The Partnership
         incurred  partnership  management  fees of $29,000  and $24,000 for the
         three months ended March 31, 1997 and 1996, respectively.

         The general  partners  are  entitled to 1% of  distributable  cash from
         operations,  cash from sales or financing  and cash from the  equipment
         reserve  account and, in general,  an  allocation  of 1% of taxable net
         income or loss of the Partnership.

         During the operating and liquidating stage of the Partnership, IREG may
         be entitled to receive certain other fees which are subordinated to the
         receipt by the limited partners of their original  invested capital and
         certain specified minimum returns on their investment.

         Upon the ultimate liquidation of the Partnership,  the general partners
         may  be  required  to  remit  to  the  Partnership   certain   payments
         representing  capital account deficit  restoration based upon a formula
         provided within the Limited  Partnership  Agreement.  Such  restoration
         amount may be less than the recorded general partners'  deficit,  which
         could  result in  distributions  to the  limited  partners of less than
         recorded equity.

         In April 1995, Equipment Management and certain affiliates entered into
         an agreement with Fieldstone Private Capital Group, L.P. ("Fieldstone")
         pursuant  to  which   Fieldstone   performs   certain   management  and
         administrative  services relating to the Partnership as well as certain
         other  partnerships  in which  Equipment  Management  serves as general
         partner.  Substantially  all costs  associated  with the  retention  of
         Fieldstone are paid by Equipment Management.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P. 

                          NOTES TO FINANCIAL STATEMENTS

4        DISTRIBUTIONS TO PARTNERS

         Distributions  payable to the Limited  Partners and General Partners of
         $690,012 ($2.30 per unit) and $6,969, respectively,  at March 31, 1997,
         were paid in May 1997.

5        PARTNERS' EQUITY

         The General Partners hold a 1% equity interest in the  Partnership.  At
         the inception of the Partnership,  the General Partners' equity account
         was credited with only the actual capital  contributed in cash, $9,950.
         The Partnership's  management  determined that this accounting does not
         appropriately  reflect the limited  partners' and the General Partners'
         relative  participations in the Partnership's net assets, since it does
         not  reflect  the  General   Partners'   1%  equity   interest  in  the
         Partnership.   Thus,  the   Partnership   has  restated  its  financial
         statements to reallocate $1,500,025 (1% of the gross proceeds raised at
         the  Partnership's  formation) of the  partners'  equity to the General
         Partners'  equity  account.  This  reallocation  was  made  as  of  the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.

6        COMMITMENTS AND CONTINGENCIES

         Continental Micronesia, Inc.

         On March 31, 1993, the Partnership  leased two Boeing 727-227  Advanced
         aircraft to Continental  Airlines,  Inc.  ("Continental") for a term of
         approximately  69 months  to be used by  Continental's  Air  Micronesia
         operation (the "Air Mike  Leases").  Each Air Mike Lease provides for a
         monthly base rent of $69,250,  subject to adjustments  for rent credits
         relating to initial  modifications (the "Initial  Modifications") which
         include Traffic Collision  Avoidance Systems,  windshear  detection and
         upgraded  avionics,   aggregating  approximately  $1,308,000  for  both
         aircraft.  Such  modifications were funded by Continental and are being
         repaid by the Partnership  through the application of rent credits such
         that  Continental  will  recoup  the  aggregate  cost  of  the  Initial
         Modifications  over a 36-month period with interest at 9.31% per annum.
         The  remaining  balance of rent  credits  to be applied by  Continental
         towards  such  modifications  was  $100,000  as of March  31,  1997 and
         December 31, 1996.

         In addition,  Continental has made certain other  modifications to such
         aircraft.  The Partnership has agreed to provide financing for the rent
         credits ("Lessor  Financing  Credits") against the base rental payments
         due under the Air Mike Leases.  The lessee is currently repaying Lessor
         Financing  Credits  through  monthly   installments   which  are  being
         amortized at the rate of 9.31% per annum over 36 months.  Through March
         31, 1997,  the  Partnership  had  provided  all the required  financing
         aggregating  approximately  $1,443,000.  Such  amount,  net of  amounts
         repaid,  is  reflected  on the  accompanying  balance  sheets  as  Note
         Receivable  at March 31, 1997 and December  31, 1996.  The net carrying
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P. 

                          NOTES TO FINANCIAL STATEMENTS

6        COMMITMENTS AND CONTINGENCIES (continued)

         value  of  both  aircraft  aggregated   approximately   $7,777,000  and
         $7,963,000  (net of  allowances  for equipment  impairment  aggregating
         approximately  $10,000,000 provided in prior periods) at March 31, 1997
         and December 31, 1996 , respectively.

         In  April  1993,   Continental   transferred  all  of  its  rights  and
         obligations under the Air Mike Leases to Air Micronesia,  a stand-alone
         air carrier affiliated with Continental.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS



Liquidity and Capital Resources

The  General  Partners  hold a 1% equity  interest  in the  Partnership.  At the
inception of the Partnership,  the General Partners' equity account was credited
with only the actual capital  contributed  in cash,  $9,950.  The  Partnership's
management  determined that this accounting does not  appropriately  reflect the
limited  partners'  and the General  Partners'  relative  participations  in the
Partnership's  net assets,  since it does not reflect the General  Partners'  1%
equity  interest in the  Partnership.  Thus,  the  Partnership  has restated its
financial  statements to reallocate  $1,500,025 (1% of the gross proceeds raised
at the Partnership's formation) of the partners' equity to the General Partners'
equity  account.  This  reallocation  was  made  as  of  the  inception  of  the
Partnership  and all periods  presented in the  financial  statements  have been
restated  to reflect the  reallocation.  The  reallocation  has no impact on the
Partnership's   financial   position,   results  of   operations,   cash  flows,
distributions to partners, or the partners' tax basis capital accounts.

The  Partnership  declared  a cash  distribution  of $2.30  per unit of  limited
partnership interest totaling $696,981 for the three months ended March 31, 1997
(the "1997 Period"), which represented cash from operations generated during the
current period. As of March 31, 1997, the Partnership had operating  reserves of
approximately  $1,604,000,  which  was  comprised  of  undistributed  cash  from
operations and sales, aggregating approximately $104,000, as well as the general
working capital reserve of $1,500,000.

The leasing  arrangements  entered into by the  Partnership  with respect to its
equipment generally provided for fixed or minimum rentals,  and as such, provide
reasonable  assurance that all of the  Partnership's  operating  needs,  such as
administrative costs and management fees, will be met in the foreseeable future.

Although  expense  levels have been reduced,  most of the  Partnership's  future
administrative  expenses  (i.e.,  accounting  and  investor  services  including
printing) are fixed and will not decrease significantly during the Partnership's
future operating period.  Other expenses such as insurance and fees to affiliate
will decline during such period.

Set forth below is a description of various transactions which have impacted the
liquidity of the Partnership during 1997 and 1996:

(i)      On September 21, 1993, Hawaiian Airlines, Inc. ("Hawaiian"),  filed for
         reorganization  under Chapter 11 of the United States  Bankruptcy Code.
         Hawaiian had leased two Rolls Royce  aircraft  engines  (the  "Hawaiian
         Engines"),  owned by the Partnership,  under two separate engine leases
         (the "Hawaiian  Leases").  The Hawaiian  Engines were not encumbered by
         third party debt.

         Hawaiian had suffered  serious  financial  difficulties  since at least
         1990 and had,  through June 1994,  made rental  payments that were less
         than  the  scheduled  amounts  due,  based  on  a  series  of  proposed
         restructuring  plans whereby  lease  rentals under the Hawaiian  Leases
         were reduced.  Hawaiian  continued to remit weekly payments relating to
         the Hawaiian Engines through June 9, 1994.
<PAGE>
Liquidity and Capital Resources (continued)

(i)   (continued)

         On June 27, 1994,  Hawaiian filed a motion with the bankruptcy court to
         reject the Hawaiian  Leases and on July 11, 1994, the bankruptcy  court
         approved such motion.

         The  Partnership  had filed proofs of claims in  Hawaiian's  bankruptcy
         case.  Hawaiian emerged from bankruptcy on September 12, 1994. Hawaiian
         and  the   Partnership   entered   into  an  agreement  to  settle  the
         Partnership's  claims with  respect to the Hawaiian  Engines.  Hawaiian
         settled  the claims  through  the  issuance  of  Hawaiian  stock to the
         Partnership.  In June  1995,  the  Partnership  received  approximately
         86,000  shares  of Class A Common  stock  in the  reorganized  Hawaiian
         Airlines, Inc., in consideration for its general unsecured claims filed
         against Hawaiian.  During 1995, the Partnership sold all shares for net
         proceeds aggregating $398,377. The Partnership anticipates that it will
         encounter severe competition in attempting to sell the Hawaiian Engines
         due to their  condition  as well as due to a surplus in the market with
         respect to such engines.

         At  March  31,  1997,  the  Hawaiian  Engines  (net of  allowances  for
         equipment impairment  aggregating  $2,595,000 previously provided) were
         fully depreciated.

(ii)     On March 31, 1993, the  Partnership leased two Boeing 727-227  Advanced
         aircraft to Continental  Airlines,  Inc.  ("Continental") for a term of
         approximately  69 months  to be used by  Continental's  Air  Micronesia
         operation (the "Air Mike Leases").

         Such  aircraft  had been  originally  leased to Alaska  Airlines,  Inc.
         ("Alaska")  through August 14, 1992. In conjunction  with the return of
         such aircraft,  it was determined that certain  physical  attributes of
         the aircraft  exceeded the related minimum return  conditions  provided
         for  in  the  leases.   As  a  result,   the  Partnership  paid  Alaska
         approximately  $647,000  to  reflect  the  value  associated  with such
         attributes.  Such amount has been  reflected on the balance sheets on a
         gross basis,  net of  amortization,  at March 31, 1997 and December 31,
         1996,  as  Deferred  Costs and will be  amortized  over the term of the
         lease renewal with Continental.

         Each Air Mike  Lease  provides  for a  monthly  base  rent of  $69,250,
         subject  to  adjustments   for  rental  credits   relating  to  initial
         modifications  (the  "Initial  Modifications")  which  include  Traffic
         Collision Avoidance Systems, windshear detection and upgraded avionics,
         aggregating   approximately   $1,308,000   for  both   aircraft.   Such
         modifications  were funded by  Continental  and are being repaid by the
         Partnership  through  the  application  of  rental  credits  such  that
         Continental will recoup the aggregate cost of the Initial Modifications
         over a 36-month  period with  interest at 9.31% per annum.  As of March
         31, 1997, the remaining  balance of credit to be applied by Continental
         towards such  modifications  costs was $100,000 and was included on the
         balance sheets as Deferred Aircraft Upgrade Payable.

         Further,  Continental  has  made  certain  other  modifications  to the
         aircraft  for which the  Partnership  has agreed to  provide  financing
         through  credits  ("Lessor  Financing  Credits")  against  base  rental
         payments due under the Air Mike Leases.  The lessee will then repay any
<PAGE>
Liquidity and Capital Resources (continued)

(ii)   (continued)

         Lessor  Financing  Credits  through  monthly  payments  which  will  be
         amortized at the rate of 9.31% per annum over 36 months.  Through March
         31,  1997,  the   Partnership   had  provided   financing   aggregating
         approximately  $1,443,000.  Such  amount,  net of amounts  repaid,  was
         reflected on the balance sheet at March 31, 1997 as Note Receivable. At
         March 31, 1997,  the net  carrying  value of both  aircraft  aggregated
         approximately  $7,777,000.  (net of allowances for equipment impairment
         aggregating approximately $10,000,000 provided in prior periods).

(iii)    On  November  30,  1994,  the  leases  with  Southwest  Airlines,   Co.
         ("Southwest") of two Boeing 737-200 aircraft (the "Southwest Aircraft")
         were scheduled to expire in accordance with their original  terms.  The
         associated  nonrecourse  debt was repaid  upon the receipt of the final
         rental  installment  for the  initial  lease  term.  Southwest  and the
         Partnership agreed to extend Southwest's leases for one additional year
         for a monthly rent of approximately  28% of the original lease rate. On
         November 30, 1995,  the  extensions  with  Southwest  were scheduled to
         expire  in  accordance   with  their  terms,   and  Southwest  and  the
         Partnership  agreed to extend the leases  for two  additional  years at
         125% of the then  current  lease  rate.  At  March  31,  1997,  the net
         carrying  value  of the  Southwest  Aircraft  aggregated  approximately
         $3,164,000.  (net of allowances  for equipment  impairment  aggregating
         $10,400,000 previously provided).

As of March 31, 1997,  the  Partnership  remained the owner of four aircraft and
related  engines  as well  as two  additional  aircraft  engines,  which  in the
aggregate  represented  almost 100% of its remaining  equipment,  on an original
cost  basis.  Such  foregoing  aircraft  and  engines  had an  original  cost of
approximately $56,820,000 (net carrying value of approximately $10,940,000). All
associated  nonrecourse  debt related to the aircraft has been repaid.  At March
31, 1997, the Partnership  remained the owner of equipment with an original cost
of approximately  $57,013,000 of which approximately $4,376,000 is off-lease and
approximately  $194,000 is leased on a month-to-month basis (both on an original
cost basis).  The  Partnership  will  continue  with its efforts to maximize the
value of its remaining equipment portfolio.  The Partnership's  anticipated cash
from operations  after deducting  operating  expenses for the remainder of 1997,
based on firm term  leases in place,  is not  sufficient  to  maintain  previous
distribution  levels.  Distribution levels will fluctuate based upon remarketing
success of the Partnership's  equipment  including any proceeds generated by the
sale of  significant  assets (such as aircraft) and  requirements  for operating
reserves, if any.

The  substantial  costs  required  to  maintain  and bring  used  aircraft  into
compliance with FAA noise and maintenance  requirements  are the primary factors
which have adversely  affected the narrow body aircraft market.  The Partnership
has  encountered  severe  competition  in attempting to re-lease its aircraft as
they have come off lease due to a surplus in the market of narrow-body  aircraft
similar  to the  aircraft  owned  by the  Partnership.  Additionally,  there  is
competition  from newer and more fuel  efficient  aircraft which comply with the
FAA noise  requirements.  The Partnership  also believes that as a result of the
factors  listed above there has been a significant  decline in the re-sale value
of narrow-body aircraft.
<PAGE>
Liquidity and Capital Resources (continued)

As the Partnership's aircraft come off-lease,  the Partnership may need to use a
portion of its operating reserves and/or its cash flow, which would otherwise be
available  for  distribution,  to  upgrade  or  enhance  these  aircraft  if the
Partnership  determines that such expenditures are in its best interest in order
to maximize the  remarketing  value.  The  Partnership  is currently  evaluating
strategies,  including  potential  engine  upgrades  to conform  to  regulations
covering maintenance and upgrading of aging aircraft.  The Partnership's ability
to make distributions may be impacted by its obligation to pay such costs.

At the present time, the level of fees payable to IREG for services  rendered to
the  Partnership  and  other  affiliated   equipment  leasing   partnerships  is
declining.  The effect of this situation cannot be determined at this point. The
management  agreements  between the  Partnership  and IREG may be  terminated by
either party to such agreements.

In April 1995, the Managing General Partner and certain  affiliates entered into
an agreement  with  Fieldstone  pursuant to which  Fieldstone  performs  certain
management and  administrative  services  relating to the Partnership as well as
certain  other  partnerships  in which the Managing  General  Partner  serves as
general  partner.  Substantially  all costs  associated  with the  retention  of
Fieldstone are paid by the Managing General Partner.

On February 28, 1995, Presidio Boram Corp., a subsidiary of Presidio, became the
Associate  General  Partner,  upon the withdrawal of Z Square G Partners II, the
former Associate General Partner.

Inflation  and  changing  prices  have  not  had  any  material  effect  on  the
Partnership's  revenues since its inception nor does the Partnership  anticipate
any material effect on its business from these factors.

Results of Operations

Net income  increased  for the three  months ended March 31, 1997 as compared to
the three months ended March 31, 1996, as the reduction in revenue was more than
offset  by the  overall  reduction  in  expenses.  Additionally,  there  were no
dispositions  of equipment  during the three  months  ended March 31,  1997,  as
compared to dispositions  that generated losses in the  corresponding  period of
the prior year.

Revenues decreased overall for the three months ended March 31, 1997 compared to
the  corresponding  period of the prior year. Rental income decreased due to the
expiration  of certain  leases in  accordance  with the  original  terms of such
leases subsequent to the prior year's period.

Interest income on finance leases was eliminated due to expiration of all leases
in accordance with the original lease terms and sale of equipment  subsequent to
the prior year's period.

Expenses decreased overall for the three months ended March 31, 1997 as compared
to the corresponding period of the prior year as follows:
<PAGE>
Depreciation  expense  decreased due to the elimination of depreciation  expense
resulting from the disposition or sale of certain equipment during or subsequent
to the prior year's  period,  as well as to the fact that certain  equipment was
fully  depreciated  during or prior to the current year's period.  There were no
dispositions  of  equipment  in the current  period as compared to a net loss of
approximately  $55,000  on the  disposition  of  equipment  in the prior  year's
period;

General and administrative expenses decreased sharply for the current period due
to the elimination of costs related to the settlement of the Skyhook  litigation
incurred in the prior year's period.

This general  decrease in expenses was offset slightly by an increase in certain
expenses as follows:

Operating expenses increased due to an increase in administrative  fees relating
to the Air Mike Leases.  Interest expense was eliminated due to the repayment of
the  principal  balance on Air Mike rent credits  subsequent to the prior year's
period.

Fees to affiliates increased due to the increase in partnership  management fees
resulting from an increase in cash flow from operations.
<PAGE>
PART II - OTHER INFORMATION



ITEM 1 -       LEGAL PROCEEDINGS

               None


ITEM 6 -       EXHIBITS AND REPORTS ON FORM 8-K

(a)            Exhibits: None
(b)            Reports on form 8-K: None
<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 thereunto duly authorized.


                                             National Lease Income Fund 6 L.P.
                                    By:      ALI Equipment Management Corp.
                                             Managing General Partner




                                             /S/  Douglas J. Lambert
                                             -----------------------
                                             Douglas J. Lambert
                                             President (Principal Executive
                                             and Financial Officer)



Date:  May 14, 1997

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The schedule contains summary information extracted  from the financial
statements of the March 31, 1997 Form 10-Q of National Lease Income Fund 6
L.P. and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       3,370,235
<SECURITIES>                                         0
<RECEIVABLES>                                  169,132
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,751,646
<PP&E>                                      33,986,314
<DEPRECIATION>                              23,046,028
<TOTAL-ASSETS>                              14,691,932
<CURRENT-LIABILITIES>                          948,912
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  13,743,020
<TOTAL-LIABILITY-AND-EQUITY>                14,691,932
<SALES>                                              0
<TOTAL-REVENUES>                               767,135
<CGS>                                                0
<TOTAL-COSTS>                                  175,148
<OTHER-EXPENSES>                               536,841
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 55,146
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             55,146
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    55,146
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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