NATIONAL LEASE INCOME FUND 6 LP
10-Q, 1998-08-12
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 June 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 - JUNE 30, 1998








 
                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - June 30, 1998 and December 31, 1997 ..................


         STATEMENTS OF OPERATIONS - For the three months ended June 30, 1998 and
            1997 and for the six months ended June 30, 1998 and 1997 ...........

         STATEMENT OF PARTNERS' EQUITY - For the six months ended
            June 30, 1998 ......................................................


         STATEMENTS OF CASH FLOWS - For the six months ended
            June 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>
PART 1 - FINANCIAL INFORMATION

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

                                       BALANCE SHEETS

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

     Leased equipment
        Accounted for under the operating method, net of
            accumulated depreciation of $16,720,742 and
            $16,346,755 and allowance for equipment
            impairment of $15,209,450 ....................     $ 8,073,643     $ 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 ...........................       5,490,343       4,796,456
     Deferred costs ......................................          68,248         112,161
     Other receivables and prepaid expenses ..............          39,517          26,188
     Note receivable .....................................            --             3,481
                                                               -----------     -----------

                                                               $14,903,715     $14,617,887
                                                               ===========     ===========
LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Distribution payable ................................     $ 3,030,354     $      --
     Accounts payable and accrued expenses ...............         195,970         120,608
     Due to affiliates ...................................         126,000            --
     Deferred aircraft upgrade payable ...................         100,000         100,000
     Deferred income .....................................          69,250          69,250
                                                               -----------     -----------

        Total liabilities ................................       3,521,574         289,858
                                                               -----------     -----------
Commitments and contingencies

Partners' equity
     Limited partners' equity (300,005 units issued
        and outstanding) .................................      11,258,469      14,174,898
     General partners' equity ............................         123,672         153,131
                                                               -----------     -----------

        Total partners' equity ...........................      11,382,141      14,328,029
                                                               -----------     -----------

                                                               $14,903,715     $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 six months ended
                                                              June 30,                        June 30,
                                                     --------------------------      -------------------------
                                                         1998            1997           1998           1997   
                                                      ----------      ----------     ----------     ----------
<S>                                                   <C>             <C>            <C>            <C>       
Revenues
     Rental .....................................     $  565,500      $  721,290     $1,181,000     $1,442,579
     Interest ...................................         68,980          45,695        133,004         91,541
     Other ......................................           --              --            2,240           --
                                                      ----------      ----------     ----------     ----------

                                                         634,480         766,985      1,316,244      1,534,120
                                                      ----------      ----------     ----------     ----------

Costs and expenses
     Operating ..................................        469,340          31,079        552,637         86,414
     Depreciation ...............................        186,993         536,825        373,994      1,073,666
     Fees to affiliates .........................        154,275          36,065        185,050        101,130
     General and administrative .................         83,116          77,015        120,097        131,763
                                                      ----------      ----------     ----------     ----------

                                                         893,724         680,984      1,231,778      1,392,973
                                                      ----------      ----------     ----------     ----------

Net (loss) income ...............................     $ (259,244)     $   86,001     $   84,466     $  141,147
                                                      ==========      ==========     ==========     ==========

Net (loss) income attributable to
     Limited partners ...........................     $ (256,652)     $   85,141     $   83,621     $  139,736
     General partners ...........................         (2,592)            860            845          1,411
                                                      ----------      ----------     ----------     ----------

                                                      $ (259,244)     $   86,001     $   84,466     $  141,147
                                                      ==========      ==========     ==========     ==========
Net (loss) income per unit of limited partnership
     interest (300,005 units outstanding) .......     $     (.86)     $      .28     $      .28     $      .47
                                                      ==========      ==========     ==========     ==========

</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 six months
     ended June 30, 1998 .............................            83,621                845             84,466

Distributions for the six months ended June 30,
     1998 ($10.00 per limited partnership unit) ......        (3,000,050)           (30,304)        (3,030,354)
                                                            ------------       ------------       ------------

Balance, June 30, 1998 ...............................      $ 11,258,469       $    123,672       $ 11,382,141
                                                            ============       ============       ============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

                                         NATIONAL LEASE INCOME FUND 6 L.P.

                                              STATEMENTS OF CASH FLOWS


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

Cash flows from operating activities
     Net income .....................................     $    84,466      $   141,147
     Adjustments to reconcile net income to net
       cash provided by operating activities
        Depreciation ................................         373,994        1,073,666
        Amortization of deferred costs ..............          56,258           56,258
     Changes in assets and liabilities
        Other receivables and prepaid expenses ......         (13,329)          19,584
        Accounts receivable .........................            --             (1,930)
        Deferred costs ..............................         (12,345)            --
        Accounts payable and accrued expenses .......          75,362          (35,775)
        Due to affiliates ...........................         126,000          (71,527)
        Due from affiliates .........................            --            (26,344)
                                                          -----------      -----------

            Net cash provided by operating activities         690,406        1,155,079
                                                          -----------      -----------

Cash flows from investing activities
     Note receivable collections ....................           3,481          184,986
                                                          -----------      -----------

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

Net increase (decrease) in cash and cash equivalents          693,887         (114,504)

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

Cash and cash equivalents, end of period ............     $ 5,490,343      $ 3,367,241
                                                          ===========      ===========

</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 six months  ended June 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  has 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 six months ended June 30, 1998, reimbursable expenses due to
         NorthStar Presidio from the Partnership amounted to $5,872.

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

                          NOTES TO FINANCIAL STATEMENTS

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


         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 $59,050  and
         $72,130 for the six months ended June 30, 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 $126,000 and $29,000 for the six months
         ended June 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.  Substantially  all costs  associated  with the  retention  of
         Fieldstone,  other than legal fees, were paid by Equipment  Management.
         Fieldstone continued to perform such services until July 31, 1998.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

4         DISTRIBUTION TO PARTNERS

         Distributions   to  the  Limited   Partners  and  General  Partners  of
         $3,000,050  ($10.00 per unit) and  $30,304,  respectively,  at June 30,
         1998 were paid in July 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
         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 June 30, 1998
         and December 31, 1997.

         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  June 30,  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 June 30, 1998 and
         December 31, 1997. The net carrying  value of both aircraft  aggregated
         $6,841,718 and $7,215,657  (net of allowances for equipment  impairment
         aggregating $10,009,450 provided in prior periods) at June 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.      Southwest Airlines Co.

         The Lease extensions with Southwest Airlines,  Co.  ("Southwest") dated
         November  30,  1995 were  scheduled  to expire in  December  1997.  The
         Partnership  and  Southwest  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 was  returned in August
         1998. The Partnership is actively remarketing the aircraft.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

5         COMMITMENTS AND CONTINGENCIES (continued)

        b.      Southwest Airlines Co. (continued)

         The net carrying value of the Southwest Aircraft aggregated  $2,463,889
         and $2,463,944 (net of allowances for equipment impairment  aggregating
         $10,400,000  previously  provided)  at June 30, 1998 and  December  31,
         1997, respectively.

        c.      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.

         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       SUBSEQUENT EVENT

         On July 31, 1998, the Partnership  entered into a non-binding letter of
         intent  to sell  three  aircraft  for an  aggregate  purchase  price of
         approximately  $6,400,000.  The letter is subject to various conditions
         as well as the  execution  of  definitive  documentation.  Accordingly,
         there can be no assurance that such sales will be consummated.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources

The  Partnership  is  actively  seeking  to sell a  significant  portion  of its
equipment  portfolio in order to take advantage of the currently strong aircraft
market and on July 31, 1998, entered into a non-binding letter of intent to sell
three aircraft for an aggregate purchase price of approximately $6,400,000.  The
letter is subject to various  conditions  as well as the execution of definitive
documentation.  Accordingly,  there can be no assurance  that such sales will be
consummated.

The  Partnership  declared  a cash  distribution  of $10.00  per unit of limited
partnership  interest  totaling  $3,030,354  which was paid in July 1998.  After
giving effect to the foregoing distribution,  the Partnership had cash available
of approximately  $2,077,536,  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.
Upgrades to aircraft may include  "Hush Kits",  which reduce the noise levels of
engines.  The estimated costs of 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 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").

         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
<PAGE>
Liquidity and Capital Resources (continued)

(i)       (continued)


         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 June 30, 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 June
         30,  1998,  the   Partnership   had  provided   financing   aggregating
         approximately  $1,308,000  and all of such amount have been repaid.  At
         June 30,  1998,  the net  carrying  value of both  aircraft  aggregated
         $6,841,718  (net of  allowances  for equipment  impairment  aggregating
         $10,009,450 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 June 30, 1998,  the net carrying  value of
         the Southwest  Aircraft  aggregated  $2,463,889  (net of allowances for
         equipment impairment aggregating $10,400,000 previously provided).

As of June 30, 1998,  the  Partnership  remained the owner of four  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
$54,413,000  (net carrying value of  approximately  $9,306,000).  All associated
nonrecourse  debt related to the  aircraft  has been  repaid.  At June 30, 1998,
equipment with an original cost of approximately  $8,041,000 is off-lease (on an
original cost basis).

<PAGE>
Liquidity and Capital Resources (continued)


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  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.

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  decreased for the three and six month periods ended June 30, 1998 as
compared  to the three and six month  periods  ended June 30,  1997,  due to the
reduction  in revenue  which was more than  offset by the overall  reduction  in
expenses.

Revenues  decreased  overall for the three and six month  periods ended June 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.

Interest  income  increased  for the three and six month  periods ended June 30,
1998 compared to the corresponding  periods of the prior year due to higher cash
balances available for short term investments.

Expenses increased for the quarter ended June 30, 1998 but decreased overall for
the six months ended June 30, 1998 as compared to the  corresponding  periods of
the prior year as follows:
<PAGE>
Results of Operations (continued)


Operating  expenses increased for the three and six month periods ended June 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  resulting  from  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  increased due to an increase in partnership  management fees
resulting from an increase in distributable cash from operations offset by 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/  Richard Sabella
                                            ------------------------
                                                 Richard Sabella
                                                 President





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

Date: August 7, 1998

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This  schedule  contains  summary  information   extracted  from  the  financial
statements  of the June 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                       5,490,343
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,598,108
<PP&E>                                      32,835,669
<DEPRECIATION>                              23,530,062
<TOTAL-ASSETS>                              14,903,715
<CURRENT-LIABILITIES>                        3,521,574
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  11,382,141
<TOTAL-LIABILITY-AND-EQUITY>                14,903,715
<SALES>                                              0
<TOTAL-REVENUES>                             1,316,244
<CGS>                                                0
<TOTAL-COSTS>                                  857,784
<OTHER-EXPENSES>                               373,994
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 84,466
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             84,466
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    84,466
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        








</TABLE>


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