NATIONAL LEASE INCOME FUND 6 LP
10-Q, 1998-11-13
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 September 30, 1998

                         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, Suite 270 Greenwich, CT 06830
                    (Address of principal executive offices)

                                 (203) 862-7444
              (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 - SEPTEMBER 30, 1998



                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - September 30, 1998 and December 31, 1997

         STATEMENTS OF  OPERATIONS - For the three months  ended  September  30,
              1998 and 1997 and for the nine months ended September 30, 1998 and
              1997

         STATEMENT OF PARTNERS' EQUITY - For the nine months ended
              September 30, 1998  

         STATEMENTS OF CASH FLOWS - For the nine months ended
             September 30, 1998 and 1997  

         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>
<TABLE>
<CAPTION>
                              NATIONAL LEASE INCOME FUND 6 L.P.

                                        BALANCE SHEETS


                                                               September 30,    December 31,
                                                                  1998             1997
                                                               -----------     -----------
<S>                                                            <C>             <C>        
ASSETS

     Leased equipment
        Accounted for under the operating method, net of
            accumulated depreciation of $5,449,900 and
            $16,346,755 and allowance for equipment
            impairment of $5,004,725 and $15,209,450 .....     $ 3,327,375     $ 9,679,601
     Equipment held for lease or sale - net of accumulated
        depreciation of $12,015,788 and allowance
        for equipment impairment of $11,567,750 ..........       2,463,780            --
     Cash and cash equivalents ...........................       6,064,637       4,796,456
     Deferred costs ......................................          27,952         112,161
     Other receivables and prepaid expenses ..............          28,123          26,188
     Note receivable .....................................            --             3,481
                                                               -----------     -----------

                                                               $11,911,867     $14,617,887
                                                               ===========     ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Distribution payable ................................     $ 3,757,638     $      --
     Accounts payable and accrued expenses ...............         255,218         120,608
     Due to affiliates ...................................          14,941            --
     Deferred aircraft upgrade payable ...................            --           100,000
     Deferred income .....................................          34,625          69,250
                                                               -----------     -----------

        Total liabilities ................................       4,062,422         289,858
                                                               -----------     -----------

Commitments and contingencies

Partners' equity
     Limited partners' equity (300,005 units issued
        and outstanding) .................................       7,761,100      14,174,898
     General partners' equity ............................          88,345         153,131
                                                               -----------     -----------

        Total partners' equity ...........................       7,849,445      14,328,029
                                                               -----------     -----------

                                                               $11,911,867     $14,617,887
                                                               ===========     ===========
</TABLE>
                       See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                       NATIONAL LEASE INCOME FUND 6 L.P.

                                            STATEMENTS OF OPERATIONS


                                                 For the three months ended       For the nine months ended
                                                        September 30,                    September 30,
                                                ----------------------------      ----------------------------
                                                    1998             1997            1998              1997
                                                -----------      -----------      -----------      -----------
<S>                                             <C>              <C>              <C>              <C>        
 Revenues
      Rental ..............................     $   298,827      $   721,289      $ 1,479,827      $ 2,163,868
      Interest ............................          48,888           49,181          181,892          140,722
      Other ...............................            --               --              2,240             --
                                                -----------      -----------      -----------      -----------

                                                    347,715          770,470        1,663,959        2,304,590
                                                -----------      -----------      -----------      -----------

 Costs and expenses
      Operating ...........................         354,136           86,847          906,773          173,261
      Depreciation ........................         109,075          536,842          483,069        1,610,508
      Fees to affiliates ..................          14,941           36,064          199,991          137,194
      General and administrative ..........           2,587           41,307          122,684          173,070
                                                -----------      -----------      -----------      -----------

                                                    480,739          701,060        1,712,517        2,094,033
                                                -----------      -----------      -----------      -----------

                                                   (133,024)          69,410          (48,558)         210,557

      Gain on sale of aircraft, net .......         357,966             --            357,966             --
                                                -----------      -----------      -----------      -----------

 Net income ...............................     $   224,942      $    69,410      $   309,408      $   210,557
                                                ===========      ===========      ===========      ===========

 Net income attributable to
      Limited partners ....................     $   222,693      $    68,716      $   306,314      $   208,451
      General partners ....................           2,249              694            3,094            2,106
                                                -----------      -----------      -----------      -----------

                                                $   224,942      $    69,410      $   309,408      $   210,557
                                                ===========      ===========      ===========      ===========


 Net income per unit of limited partnership
      interest (300,005 units outstanding)      $       .74      $       .23      $      1.02      $       .69
                                                ===========      ===========      ===========      ===========
</TABLE>
                       See notes to financial statements.

<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, 1998 ..............     $ 14,174,898      $    153,131      $ 14,328,029

Net income for the nine months
     ended September 30, 1998 .........          306,314             3,094           309,408

Distributions for the nine months ended
     September 30, 1998 ($22.40 per
     limited partnership unit) ........       (6,720,112)          (67,880)       (6,787,992)
                                            ------------      ------------      ------------

Balance, September 30, 1998 ...........     $  7,761,100      $     88,345      $  7,849,445
                                            ============      ============      ============


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

                                  STATEMENTS OF CASH FLOWS


                                                               For the nine months ended
                                                                      September 30,
                                                               ----------------------------
                                                                  1998              1997
                                                               -----------      -----------
<S>                                                            <C>              <C>  
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities
     Net income ..........................................     $   309,408      $   210,557
     Adjustments to reconcile net income to net
       cash provided by operating activities
        Depreciation .....................................         483,069        1,610,508
        Amortization of deferred costs ...................          84,209           84,387
        Gain on sale of aircraft, net ....................        (357,966)            --
     Changes in assets and liabilities
        Other receivables and prepaid expenses ...........          (1,935)          15,965
        Accounts receivable ..............................            --             (1,072)
        Accounts payable and accrued expenses ............         134,610          (27,028)
        Due to affiliates ................................          14,941             --
        Deferred aircraft upgrade payable ................        (100,000)            --
        Deferred income ..................................         (34,625)            --
                                                               -----------      -----------

            Net cash provided by operating activities ....         531,711        1,893,317
                                                               -----------      -----------

Cash flows from investing activities
     Proceeds from sale of aircraft, net .................       3,763,343             --
     Note receivable collections .........................           3,481          239,685
                                                               -----------      -----------

        Net cash provided by investing activities ........       3,766,824          239,685
                                                               -----------      -----------

Cash flows from financing activities
     Distributions to partners ...........................      (3,030,354)      (1,454,569)
                                                               -----------      -----------

Net increase in cash and cash equivalents ................       1,268,181          678,433

Cash and cash equivalents, beginning of period ...........       4,796,456        3,481,745
                                                               -----------      -----------

Cash and cash equivalents, end of period .................     $ 6,064,637      $ 4,160,178
                                                               ===========      ===========
</TABLE>
                       See notes to financial statements.
<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  discussions  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, 1997.  The
         results of operations for the nine months ended  September 30, 1998 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.

         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  computer
         equipment  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.

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

                          NOTES TO FINANCIAL STATEMENTS


2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         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 was repaid in January  1998 with  interest 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 controls the Partnership  through its
         direct  or  indirect  ownership  of  all  of the  shares  of  Equipment
         Management,  the Corporate  General  Partner and the associate  general
         partner.  Effective July 31, 1998, Presidio is indirectly controlled by
         NorthStar Capital Investment Corp., a Maryland  corporation.  Effective
         as of August 28, 1997,  Presidio  entered  into a management  agreement
         with NorthStar Presidio Management Company, LLC ("NorthStar  Presidio")
         pursuant to which NorthStar Presidio provides the day-to-day management
         of Presidio and its direct and indirect  subsidiaries  and  affiliates.
         During the nine months ended September 30, 1998,  reimbursable expenses
         due to NorthStar Presidio from the Partnership amounted to $9,172.

         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 $73,991  and
         $108,194  for the nine  months  ended  September  30,  1998  and  1997,
         respectively.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS


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


         During the operating and liquidating stage of the Partnership,  IREG is
         entitled  to a  partnership  management  fee  equal to 4% of cash  from
         operations as defined in the Limited Partnership Agreement,  subject to
         increase  after the limited  partners have received  certain  specified
         minimum  returns  on  their   investment.   The  Partnership   incurred
         partnership management fees of $126,000 and $29,000 for the nine months
         ended September 30, 1998 and 1997.

         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   performed   certain   management  and
         administrative  services relating to the Partnership as well as certain
         other  partnerships  in which  Equipment  Management  serves as general
         partner.  Fieldstone  continued to perform such services until July 31,
         1998.

4        DISTRIBUTION TO PARTNERS


         Distribution  payable to the Limited  Partners and General  Partners of
         $3,720,062  ($12.40 per unit) and $37,576,  respectively,  at September
         30, 1998 were paid in November 1998.


5        COMMITMENTS AND CONTINGENCIES

         a.      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

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

                          NOTES TO FINANCIAL STATEMENTS

5        COMMITMENTS AND CONTINGENCIES (continued)

         a.      Continental Micronesia, Inc. (continued)

         operation (the "Air Mike  Leases").  Each Air Mike Lease provided 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 were repaid
         by the  Partnership  through the  application of rent credits such that
         Continental  recouped the aggregate  cost of the Initial  Modifications
         over a 36-month period with interest at 9.31% per annum.

         In addition,  Continental has made certain other  modifications to such
         aircraft.  The  Partnership  provided  financing  for the rent  credits
         ("Lessor Financing Credits") against the base rental payments due under
         the Air Mike Leases. The lessee repaid Lessor Financing Credits through
         monthly  installments  which  were  amortized  at the rate of 9.31% per
         annum over 36 months.  Through  September 30, 1998, the Partnership had
         provided financing aggregating  approximately  $1,308,000. As discussed
         in Note 6, the Partnership  sold one of the aircraft to an unaffiliated
         third  party  during  the  third  quarter  of 1998.  Additionally,  the
         Partnership  has agreed to extend the term of the lease with respect to
         the second aircraft until December 31, 1999 at the same lease rate. The
         net carrying value of the aircraft aggregated $3,327,375 (one aircraft)
         and  $7,215,657   (two  aircraft)  (net  of  allowances  for  equipment
         impairment  aggregating  $5,004,725 and  $10,009,450  provided in prior
         periods) at September 30, 1998 and December 31, 1997, 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.

         b.      Tax assessment

         In July 1998, the Partnership  received  proposed notices of assessment
         from the State of Hawaii  with  respect to general  excise tax  ("GET")
         aggregating approximately $1,757,000 (including interest and penalties)
         for the years 1987 through 1995. The state is alleging that GET is owed
         by the Partnership  with respect to rents received from Aloha Airlines,
         Inc.  ("Aloha")  and Hawaiian  Airlines,  Inc.  ("Hawaiian")  under the
         leases between the Partnership and each of the airlines.

         The  leases   with  both   Aloha  and   Hawaiian   provided   for  full
         indemnification  of the Partnership for such taxes,  but the bankruptcy
         of Hawaiian may relieve Hawaiian of its indemnification  obligation for
         any  periods  prior  to  September  21,  1993,  when  Hawaiian  and its
         affiliates  sought  bankruptcy  protection.  In  any  event,  it is the
         Partnership,  as taxpayer, which is ultimately liable for GET, if it is
         applicable.
<PAGE>
                       NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

5        COMMITMENTS AND CONTINGENCIES (continued)

         b.      Tax assessment (continued)

         The State of  Hawaii  has not  previously  applied  the GET to  rentals
         received by a lessor of aircraft  where the lessor's  only contact with
         the State of Hawaii is that it has  leased  its  aircraft  to  airlines
         which  are  based in the  state.  Aloha  and  Hawaiian,  as well as the
         Partnership,  have separately engaged tax counsel and both airlines are
         cooperating with the Partnership in vigorously  contesting the proposed
         assessments.

         Final notices of assessment  have not yet been issued.  Although  there
         can be no  assurance  that  the  contest  of the  assessments  will  be
         successful,  the Partnership  believes that the state's position on the
         applicability of GET in this instance is without merit. The Partnership
         has not recorded any provision or liability as a result of the proposed
         notices of assessment.

6.       AIRCRAFT SALE

         On September 23, 1998,  the  Partnership  closed the sale of one Boeing
         727-227  aircraft  to an  unaffiliated  third  party  for  proceeds  of
         $3,893,000, exclusive of selling expenses of approximately $130,000. At
         the  time  of  sale,   the  aircraft  had  a  net  carrying   value  of
         approximately $3,405,000 at the time of sale.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources


The  Partnership  declared  a cash  distribution  of $12.40  per unit of limited
partnership  interest totaling $3,757,638 which was paid in November 1998. After
giving effect to the foregoing distribution,  the Partnership had cash available
of approximately  $2,051,000,  inclusive of the original general working capital
reserve of $1,500,000.

As the  Partnership's  aircraft come off-lease,  the Partnership may need to use
cash 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 of such  aircraft.
Furthermore,  because of market  conditions,  the Partnership may be required to
bear some of the related costs of compliance with mandatory federal  regulations
covering maintenance and upgrading of aging aircraft.

The  anticipated  cash flow for the remainder of 1998,  together with  available
reserves,  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. The Partnership's  ability to make future distributions will
be impacted by its obligation to pay such costs.

Set forth below is a description of various transactions which have impacted the
liquidity of the Partnership during 1998 and 1997:

(i)      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  provided  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  were  repaid  by the
         Partnership  through  the  application  of  rental  credits  such  that
         Continental  recouped the aggregate  cost of the Initial  Modifications
         over a 36-month period with interest at 9.31% per annum.

         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  repaid any Lessor
         Financing  Credits through monthly payments which were amortized at the
         rate of 9.31% per annum over 36 months. Through September 30, 1998, the
         Partnership had provided financing aggregating approximately $1,308,000
         and all of such amount have been repaid.
<PAGE>
Liquidity and Capital Resources (continued)

         During the nine  months  ended  September  30,  1998,  the  Partnership
         collected proceeds of approximately  $3,763,000 or $12.42 per Unit from
         the sale of one of the two aircraft  leased to Continental as discussed
         in Note 6. Additionally, the Partnership has agreed to extend the lease
         of the second  aircraft until December 31, 1999 at the same lease rate.
         At September  30, 1998,  the net  carrying  value of the one  remaining
         aircraft  aggregated   $3,327,375  (net  of  allowances  for  equipment
         impairment aggregating $5,004,725 provided in prior periods).

(ii)     On December 5, 1997,  the leases of two Boeing  737-200  aircraft  (the
         "Southwest Aircraft") were scheduled to expire in accordance with their
         terms.  The Partnership and Southwest  agreed to a short term extension
         of such leases to facilitate  the orderly  return of the  Aircraft.  In
         January  1998,  one of the  aircraft  was  returned  and the second was
         returned in August 1998. At September 30, 1998,  the net carrying value
         of the Southwest Aircraft aggregated  $2,463,880 (net of allowances for
         equipment impairment aggregating $10,400,000 previously provided).

As of September 30, 1998, the  Partnership  remained the owner of three aircraft
and related engines as well as additional  aircraft engine components,  which in
the aggregate  represented 100% of its remaining equipment,  on an original cost
basis.   Such  aircraft  and  engine  had  an  original  cost  of  approximately
$40,630,000  (net carrying value of  approximately  $5,790,000).  All associated
nonrecourse debt related to the aircraft has been repaid. 

The  Partnership  intends  to attempt to sell the three  remaining  aircraft  as
promptly as possible with a view towards  liquidating the  Partnership's  entire
portfolio  and winding up the  business of the  Partnership  prior to the end of
1999.

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 July 1998, the Partnership received a proposed notices of assessment from the
State  of  Hawaii  with  respect  to  general  excise  tax  ("GET")  aggregating
approximately  $1,757,000  (including interest and penalties) for the years 1987
through  1995.  The state is alleging that GET is owed by the  Partnership  with
respect to rents  received  from Aloha  Airlines,  Inc.  ("Aloha")  and Hawaiian
Airlines, Inc. ("Hawaiian") under the leases between the Partnership and each of
the airlines.

The leases with both Aloha and Hawaiian provided for full indemnification of the
Partnership for such taxes,  but the bankruptcy of Hawaiian may relieve Hawaiian
of its  indemnification  obligation for any periods prior to September 21, 1993,
when Hawaiian and its affiliates sought bankruptcy protection.  In any event, it
is the Partnership,  as taxpayer,  which is ultimately  liable for GET, if it is
applicable.

The State of Hawaii has not previously  applied the GET to rentals received by a
lessor of aircraft  where the lessor's  only contact with the State of Hawaii is
that it has leased its aircraft to airlines which are based in the state.  Aloha
and Hawaiian,  as well as the Partnership,  have separately  engaged tax counsel
and both airlines are cooperating with the Partnership in vigorously  contesting
the proposed assessments.
<PAGE>
Liquidity and Capital Resources (continued)

Final notices of assessment  have not yet been issued.  Although there can be no
assurance  that  the  contest  of  the  assessments  will  be  successful,   the
Partnership  believes that the state's  position on the  applicability of GET in
this instance is without merit.  The  Partnership has not recorded any provision
or liability as a result of the proposed notices of assessment.

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 and nine month  periods ended  September 30,
1998 as compared to the three and nine month  periods  ended  September 30, 1997
principally due to the gain recognized from the sale of an aircraft as discussed
in  Note 6 and the  overall  reduction  in  expenses  which  was  offset  by the
reduction in revenue.

Revenues  decreased overall for the three and nine month periods ended September
30, 1998 compared to the corresponding  periods of the prior year. Rental income
decreased due to the  expiration of the Southwest  lease in accordance  with its
terms  subsequent  to the prior  year's  period  and the sale of one  Boeing 727
aircraft which was leased to Continental Micronesia Inc.

Interest  income  increased  for the nine month period ended  September 30, 1998
compared  to the  corresponding  periods  of the prior  year due to higher  cash
balances  available for short term investments,  but decreased  slightly for the
three months  period  ended  September  30, 1998  compared to the same period in
1997.

Operating  expenses  increased  for the  three  and  nine  month  periods  ended
September  30, 1998 as compared to the  corresponding  periods of the prior year
due to costs  associated  with the  off-lease  aircraft  in order to comply with
certain  airworthiness  directives  issued by the Federal Aviation  Authority as
well as expenses related to the return and storage of the aircraft.

Depreciation  expense  decreased  for the three  and nine  month  periods  ended
September  30, 1998 as compared to the  corresponding  periods of the prior year
due to the  disposition  of certain  equipment  subsequent  to the prior  year's
period,  as well as to the fact that certain  equipment  reached  salvage  value
prior to the current year's period.

Fees to  affiliates  decreased  for the  three  and  nine  month  periods  ended
September  30, 1998 as compared to the  corresponding  periods of the prior year
due to a decrease in  partnership  management  fees resulting from a decrease in
distributable  cash from operations as well as lower  equipment  management fees
due to reduced rentals on which such fee is based.
<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
Partnership  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 Allan B. Rothschild
                                             ----------------------
                                             Allan B. Rothschild
                                             President





                                             /s/Lawrence Schachter
                                             ---------------------
                                             Lawrence Schachter
                                             Senior Vice President and  
                                             Chief Financial Officer





Date: November 12, 1998

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This  schedule  contains  summary  information   extracted  from  the  financial
statements of the  September 30, 1998 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                       6,064,637
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             6,120,712
<PP&E>                                      23,256,843
<DEPRECIATION>                              17,465,688
<TOTAL-ASSETS>                              11,911,867
<CURRENT-LIABILITIES>                        4,062,422
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   7,849,445
<TOTAL-LIABILITY-AND-EQUITY>                11,911,867
<SALES>                                              0
<TOTAL-REVENUES>                             2,021,925
<CGS>                                                0
<TOTAL-COSTS>                                1,229,448
<OTHER-EXPENSES>                               483,069
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                309,408
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            309,408
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   309,408
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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