NATIONAL LEASE INCOME FUND 6 LP
10-Q, 1998-05-15
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, 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 - MARCH 31, 1998




                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - March 31, 1998 and December 31, 1997 .................


         STATEMENTS OF OPERATIONS - For the three months ended
              March 31, 1998 and 1997 ..........................................


         STATEMENT OF PARTNERS' EQUITY - For the three months ended
              March 31, 1998 ...................................................


         STATEMENTS OF CASH FLOWS - For the three months ended
              March 31, 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


                                                                March 31,      December 31,
                                                                  1998            1997
                                                               -----------     -----------
<S>                                                            <C>             <C>
ASSETS

     Leased equipment
        Accounted for under the operating method, net of
            accumulated depreciation of $16,533,756 and
            $16,346,755 and allowance for equipment
            impairment of $15,209,450 ....................     $ 8,260,636     $ 9,679,601
     Equipment held for lease or sale - net of accumulated
        depreciation of $6,809,320 and an allowance
        for equipment impairment of $6,367,750 ...........       1,231,964            --
     Cash and cash equivalents ...........................       5,364,134       4,796,456
     Deferred costs ......................................         112,161         112,161
     Other receivables and prepaid expenses ..............          37,823          26,188
     Note receivable .....................................            --             3,481
                                                               -----------     -----------

                                                               $15,006,718     $14,617,887
                                                               ===========     ===========


LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Deferred aircraft upgrade payable ...................     $   100,000     $   100,000
     Accounts payable and accrued expenses ...............         165,729         120,608
     Deferred income .....................................          69,250          69,250
                                                               -----------     -----------

        Total liabilities ................................         334,979         289,858
                                                               -----------     -----------

Commitments and contingencies

Partners' equity
     Limited partners' equity (300,005 units issued
        and outstanding) .................................      14,515,171      14,174,898
     General partners' equity ............................         156,568         153,131
                                                               -----------     -----------

        Total partners' equity ...........................      14,671,739      14,328,029
                                                               -----------     -----------

                                                               $15,006,718     $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
                                                                March 31,

                                                             1998         1997
                                                           --------     --------
<S>                                                        <C>          <C>
Revenues
     Rental ..........................................     $615,500     $721,289
     Interest ........................................       64,024       45,846
     Other ...........................................        2,240         --
                                                           --------     --------

                                                            681,764      767,135
                                                           --------     --------

Costs and expenses
     Depreciation ....................................      187,001      536,841
     Operating .......................................       83,297       55,335
     General and administrative ......................       36,981       54,748
     Fees to affiliates ..............................       30,775       65,065
                                                           --------     --------

                                                            338,054      711,989
                                                           --------     --------

Net income ...........................................     $343,710     $ 55,146
                                                           ========     ========

Net income attributable to
     Limited partners ................................     $340,273     $ 54,595
     General partners ................................        3,437          551
                                                           --------     --------

                                                           $343,710     $ 55,146
                                                           ========     ========
Net income per unit of limited partnership interest
     (300,005 units outstanding) .....................     $   1.13     $   0.18
                                                           ========     ========

</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 three months
     ended March 31, 1998 ......         340,273           3,437         343,710
                                     -----------     -----------     -----------

Balance, March 31, 1998 ........     $14,515,171     $   156,568     $14,671,739
                                     ===========     ===========     ===========

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

                                 STATEMENTS OF CASH FLOWS


                                                              For the three months ended
                                                                        March 31,

                                                                  1998            1997
                                                              -----------      -----------
<S>                                                           <C>              <C>    
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities
     Net income .........................................     $   343,710      $    55,146
     Adjustments to reconcile net income to net
       cash provided by operating activities
        Depreciation ....................................         187,001          536,841
        Amortization of deferred costs ..................            --             28,129
     Changes in assets and liabilities
        Other receivables and prepaid expenses ..........         (11,635)          18,881
        Accounts payable and accrued expenses ...........          45,121          (29,927)
        Due to affiliates ...............................            --            (67,936)
                                                              -----------      -----------

                Net cash provided by operating activities         564,197          541,134
                                                              -----------      -----------

Cash flows from investing activities
     Note receivable collections ........................           3,481          104,944
                                                              -----------      -----------

Cash flows from financing activities
     Distributions to partners ..........................            --           (757,588)
                                                              -----------      -----------

Net increase (decrease) in cash and cash equivalents ....         567,678         (111,510)

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

Cash and cash equivalents, end of period ................     $ 5,364,134      $ 3,370,235
                                                              ===========      ===========

</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 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, 1997.  The results
         of  operations  for the  three  months  ended  March  31,  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.

         For the three  months  ended  March 31, 1998 and 1997,  rental  revenue
         earned on a  month-to-month  basis comprised  approximately  0% and 1%,
         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 was 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 the associate  general
         partner. On August 28, 1997, an affiliate of NorthStar Capital Partners
         acquired all of the Class B shares of Presidio, the corporate parent of
         the general partners.  This acquisition,  when aggregated with previous
         acquisitions,  caused  NorthStar  Capital  Partners to acquire indirect
         control  of  the  general   partners.   On   November   2,  1997,   the
         Administrative   Services   Agreement   between  Presidio  and  Wexford
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

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

         Management LLC ("Wexford"),  the  administrator  for Presidio  expired.
         Pursuant to that agreement Wexford had authority to designate directors
         of  Equipment  Management,   the  Corporate  General  Partner  and  the
         associate  general  partner.  Effective  November 3, 1997,  Wexford and
         Presidio entered into a new Administrative Services Agreement, dated as
         of November 3, 1997 (the "ASA"),  which  expired on May 3, 1998.  Under
         the terms of the ASA,  Wexford provided  consulting and  administrative
         services  to  Presidio   and  its   affiliates,   including   Equipment
         Management,  the  Corporate  General  Partner,  the  associate  general
         partner and the  Partnership.  Presidio  also entered into a management
         agreement with NorthStar Presidio Management  Company,  LLC ("NorthStar
         Presidio").  Under the  terms of the  management  agreement,  NorthStar
         Presidio provides the day-to-day  management of Presidio and its direct
         and indirect subsidiaries and affiliates. During the three months ended
         March  31,  1998  and  1997,  reimbursable  expenses  due to  NorthStar
         Presidio  (1998) and Wexford  (1997) from the  Partnership  amounted to
         $2,596 and $4,922, respectively.

         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 $30,775  and
         $36,065  for  the  three   months   ended  March  31,  1998  and  1997,
         respectively.

         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 $29,000 for the three months ended March
         31, 1997. No  partnership  management  fees were incurred for the three
         months ended March 31, 1998.

         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.
<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 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,  other than legal fees,  are paid by Equipment  Management.
         The agreement with  Fieldstone  was scheduled to terminate  November 3,
         1997.   Equipment  Management  and  certain  affiliates  are  currently
         negotiating  a possible  extension  of the  agreement.  Fieldstone  has
         indicated  that it will continue to perform  services in respect of the
         Partnership pending the conclusion of such negotiation.

4         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
         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  would  recoup  the  aggregate  cost  of the  Initial
         Modifications  over a 36-month period with interest at 9.31% per annum.
         The  remaining  balance  of  available  rent  credits  to be applied by
         Continental  towards  such  modifications  was $100,000 as of March 31,
         1998 and December 31, 1997.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

4         COMMITMENTS AND CONTINGENCIES (continued)

         a.      Continental Micronesia, Inc. (continued)

         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 has repaid Lessor  Financing
         Credits through monthly  installments which were being amortized at the
         rate of 9.31% per annum over 36 months.  Through  March 31,  1998,  the
         Partnership   had   provided   financing   aggregating    approximately
         $1,308,000.  Such amount,  net of amounts  repaid,  is reflected on the
         accompanying  balance  sheets as Note  Receivable at March 31, 1998 and
         December 31, 1997. The net carrying  value of both aircraft  aggregated
         approximately   $8,260,636  and  $8,447,630   (net  of  allowances  for
         equipment impairment aggregating  approximately $15,209,450 provided in
         prior periods) at March 31, 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.      Southwest Airlines Co.

         On  November  30,  1994,  the  leases  with  Southwest  Airlines,   Co.
         ("Southwest") of two Boeing 737-200 aircraft (the "Southwest Aircraft")
         were schedule to expire in accordance  with their original  terms.  The
         associated  nonrecourse  debt was repaid  upon the receipt of the final
         rental  installment.  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  lease  extensions  with  Southwest  were
         scheduled to expire in accordance  with their terms.  Southwest and the
         Partnership agreed to a two year extension of each lease which provided
         for monthly  rentals of 125% of the previous  lease rate.  These leases
         were scheduled to expire in December 1997.

         The  Partnership and Southwest have agreed to a short term extension of
         the leases to facilitate  the return of the aircraft.  In January 1998,
         one of the  aircraft  was  returned  and the second is  scheduled to be
         returned in August 1998. The  Partnership is actively  remarketing  the
         aircraft.

         The  net  carrying   value  of  the   Southwest   Aircraft   aggregated
         approximately   $1,231,964  and  $1,231,971   (net  of  allowances  for
         equipment impairment aggregating  approximately  $10,400,000 previously
         provided) at March 31, 1998 and December 31, 1997, respectively.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources


The Partnership did not declare a cash  distribution for the quarter ended March
31, 1998.  As of March 31,  1998,  the  Partnership  had  operating  reserves of
approximately   $5,152,000   or  $17.00  per  unit,   which  was   comprised  of
undistributed  cash  from  operations  and  sales,   aggregating   approximately
$3,652,000 as well as the general working capital reserve of $1,500,000.

The  Partnership  has not  made any  distributions  with  respect  to the last 4
quarterly periods. Instead, it has increased operating reserves in order to have
funds available to make improvements to off-lease  aircraft.  During the quarter
ended March 31, 1998, operating reserves increased by approximately $616,000. 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
availabale  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. The Partnership is currently
evaluating strategies, including potential engine upgrades for certain aircraft,
to increase marketability and is reviewing its ability to pay for bridging costs
in order to facilitate remarketing. Upgrade to aircraft may include "Hush Kits",
which reduce the noise levels of engines.  The estimated  costs of the Hush Kits
range from  approximately  $1,200,000  for Boeing 737 aircraft to  approximately
$2,000,000 for Boeing 727 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  Partnership  has  decided  to  suspend  distributions  pending a
determination of the necessity to fund the foregoing costs.

The leasing  arrangements  entered into by the  Partnership  with respect to its
equipment  generally  provide for fixed or minimum  rentals,  and 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.

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 affiliates
will decline during such period.

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").

         Such  aircraft  had been  originally  leased to Alaska  Airlines,  Inc.
         ("Alaska")  through  August 14, 1992. In connection  with the return of
         such aircraft,  it was determined that certain  physical  attributes of
         the aircraft  exceeded the related minimum return  conditions  provided
<PAGE>
Liquidity and Capital Resources (continued)

(i)       (continued)

         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, 1998 and December 31,
         1997,  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   would   recoup  the   aggregate   cost  of  the   Initial
         Modifications  over a 36-month period with interest at 9.31% per annum.
         As of March 31, 1998, the remaining  balance of available  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
         Lessor  Financing  Credits  through  monthly  payments  which  will  be
         amortized at the rate of 9.31% per annum over 36 months.  Through March
         31,  1998,  the   Partnership   had  provided   financing   aggregating
         approximately  $1,308,000 and all of such amount,  have been repaid. At
         March 31, 1998,  the net  carrying  value of both  aircraft  aggregated
         approximately  $8,260,636  (net of allowances for equipment  impairment
         aggregating approximately $15,209,450 provided in prior periods).

(ii)     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. On December 5, 1997, the leases of
         the  Southwest  Aircraft were  scheduled to expire in  accordance  with
         their terms.  The Partnership and Southwest have 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 is scheduled  to be returned in August 1998.  At March 31, 1998,
         the  net  carrying   value  of  the   Southwest   Aircraft   aggregated
         approximately  $1,231,964  (net of allowances for equipment  impairment
         aggregating $10,400,000 previously provided).
<PAGE>
Liquidity and Capital Resources (continued)

As of March 31, 1998,  the  Partnership  remained the owner of four aircraft and
related engines as well as one additional aircraft engine and 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
$54,413,000  (net carrying value of  approximately  $9,493,000).  All associated
nonrecourse  debt related to the  aircraft  has been repaid.  At March 31, 1998,
equipment with an original cost of approximately  $8,041,000 is off-lease (on an
original cost basis).

The Partnership is currently  investigating  remarketing  opportunities  for the
Southwest  Aircraft.  There can be no  assurance  that the  Partnership  will be
successful with respect to its  remarketing  activities.  The  Partnership  will
continue  with its  efforts to  maximize  the value of its  remaining  equipment
portfolio.

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 competition in attempting to lease its aircraft as they come off
lease due to a surplus in the market of narrow-body  aircraft similar to four of
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.

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.

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, 1998 as compared to
the three months ended March 31, 1997, 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, 1998 and March
31, 1997.
<PAGE>
Results of Operations (continued)

Revenues decreased overall for the three months ended March 31, 1998 compared to
the  corresponding  period of the prior year. Rental income decreased due to the
expiration  of Southwest  lease in accordance  with its terms  subsequent to the
prior year's period.

Interest income  increased for the three months ended March 31, 1998 compared to
the corresponding period of the prior year due to higher cash balances available
for short term investments.

Expenses decreased overall for the three months ended March 31, 1998 as compared
to the corresponding period of the prior year as follows:

Depreciation  expense  decreased due to the elimination of depreciation  expense
resulting  from the  disposition  of certain  equipment  subsequent to the prior
year's  period,  as  well  as to the  fact  that  certain  equipment  was  fully
depreciated prior to the current year's period.

General and  administrative  expenses  decreased  for the current  period due to
lower administrative costs incurred as compared to the prior year's period.

Fees to  affiliates  decreased  due to lower  equipment  management  fees due to
reduced  rentals on which such fee is based as well as a decrease in partnership
management fees resulting from a decrease in cash from  operations  attributable
to the establishment of additional reserves.

This  general  decrease  in  expenses  was offset  slightly  by an  increase  in
operating  expenses due to the expenses related to the return and storage of one
aircraft returned by Southwest in January 1998.
<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/Richard Sabella
                                               ------------------
                                               Richard Sabella
                                               President





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


Date: May 13, 1998

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This  schedule  contains  summary  information   extracted  from  the  financial
statements of the March 31, 1998 Form 10-Q of National 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-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       5,364,134
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,514,118
<PP&E>                                      32,835,676
<DEPRECIATION>                              23,343,076
<TOTAL-ASSETS>                              15,006,718
<CURRENT-LIABILITIES>                          334,979
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  14,671,739
<TOTAL-LIABILITY-AND-EQUITY>                15,006,718
<SALES>                                              0
<TOTAL-REVENUES>                               681,764
<CGS>                                                0
<TOTAL-COSTS>                                  151,053
<OTHER-EXPENSES>                               187,001
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                343,710
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            343,710
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   343,710
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
         

</TABLE>


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