Page 1 of 29

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-K

  X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-----    ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 1996       Commission File Number 0-12594

                         PHOENIX LEASING INCOME FUND VI
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          California                                     94-2869603
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

2401 Kerner Boulevard, San Rafael, California             94901-5527
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:     (415) 485-4500
                                                         -------------
Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:  Units of Limited
Partnership Interest

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ________

Indicate by check mark 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 ___

As of December 31, 1996,  297,165  Units of Limited  Partnership  interest  were
outstanding.  No  market  exists  for the  Units  of  Partnership  interest  and
therefore there exists no aggregate market value at December 31, 1996.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>


                                                                    Page 2 of 29


                         PHOENIX LEASING INCOME FUND VI

                          1996 FORM 10-K ANNUAL REPORT


                                TABLE OF CONTENTS


                                                                          Page

                                     PART I

Item 1.       Business..............................................        3
Item 2.       Properties............................................        4
Item 3.       Legal Proceedings.....................................        4
Item 4.       Submission of Matters to a Vote of Security Holders...        4


                                     PART II

Item 5.       Market for the Registrant's Securities and Related
              Security Holder Matters...............................        5
Item 6.       Selected Financial Data...............................        5
Item 7.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations...................        6
Item 8.       Financial Statements and Supplementary Data...........        8
Item 9.       Disagreements on Accounting and Financial Disclosure
              Matters...............................................       25


                                    PART III

Item 10.      Directors and Executive Officers of the Registrant....       25
Item 11.      Executive Compensation................................       26
Item 12.      Security Ownership of Certain Beneficial Owners and
              Management............................................       26
Item 13.      Certain Relationships and Related Transactions........       26


                                     PART IV

Item 14.      Exhibits, Financial Statement Schedules and Reports on
              Form 8-K..............................................       27


Signatures..........................................................       28



<PAGE>


                                                                    Page 3 of 29

                                     PART I

Item 1.       Business.

Summary of Business Activities.

         Phoenix Leasing Income Fund VI, a California  limited  partnership (the
"Partnership"),   was  organized  on  October  29,  1981.  The  Partnership  was
registered with the Securities and Exchange Commission with an effective date of
January 1, 1983 and shall continue to operate until its termination  date unless
dissolved  sooner  due to the sale of  substantially  all of the  assets  of the
Partnership or a vote of the Limited Partners. The Partnership will terminate on
December  31,  1997.  The General  Partner is Phoenix  Leasing  Incorporated,  a
California  corporation.  The General  Partner or its affiliates  also is or has
been a general partner in several other limited partnerships formed to invest in
capital equipment and other assets.

         The  initial   public   offering  was  for  240,000  units  of  limited
partnership  interest  at a price of $250 per unit with an option of  increasing
the public  offering  up to a maximum of 320,000  units.  The  Partnership  sold
320,000  units  for a  total  capitalization  of  $80,103,000.  Of the  proceeds
received  through the  offering,  the  Partnership  has incurred  $8,971,000  in
organizational and offering expenses.

         From the initial  formation  of the  Partnership  through  December 31,
1996,  the total  investments  in equipment  leases and  financing  transactions
(loans),  including the  Partnership's  pro rata interest in investments made by
joint  ventures,  approximate  $162,669,000.  The average  initial  firm term of
contractual  payments  from  equipment  subject to lease was 28 months,  and the
average  initial  net  monthly  payment  rate as a  percentage  of the  original
purchase price was 3.37%. The average initial firm term of contractual  payments
from loans was 74 months.

         The Partnership's  principal objective is to produce current income and
to build and maintain a balanced portfolio of assets through the acquisition and
financing of various types of assets,  including computer peripherals,  terminal
systems,  small  computer  systems,   communications   equipment,   IBM-software
compatible mainframes,  office systems and  telecommunications  equipment and to
lease such equipment and products to third parties  pursuant to either Operating
Leases or Full Payout Leases.

         The  principal  markets  for  the  types  of  equipment  in  which  the
Partnership  has  invested  in has been (1) major  corporations  and other large
organizations seeking to reduce the cost of their peripheral equipment and large
computer  systems,  (2) major  corporations  with numerous  operating  locations
seeking to improve the timeliness and  responsiveness  of their data  processing
systems,  and (3) small organizations  interested in improving the efficiency of
their   overall   operations   by  moving  from   manually   operated  to  small
computer-based management systems.

         In addition to  acquiring  equipment  for lease to third  parties,  the
Partnership  either  directly or through the investment in joint  ventures,  has
provided  limited  financing  to  certain  emerging  growth   companies,   cable
television  system  operators,  manufacturers  and their lessees with respect to
equipment  leased  directly  by  such   manufacturers  to  third  parties.   The
Partnership  maintains a security interest in the equipment  financed and in the
receivables  due under any lease or rental  agreement  relating to such  assets.
Such security interests will give the Partnership the right, upon a default,  to
obtain possession of the assets.

         The  Partnership  will  not  incur  debt to  finance  the  purchase  of
equipment. However, the Partnership can enter into joint venture agreements with
certain other  partnerships  managed by the General  Partner which would finance
the  acquisition  of equipment  through the use of  indebtedness  which would be
nonrecourse to the Partnership.

         Competition.  The  equipment  leasing  industry is highly  competitive.
Leases are offered on a wide  variety of  equipment  ranging  from  construction
equipment to entire  manufacturing  facilities.  The equipment  leasing industry
offers  to  users  an  alternative  to the  purchase  of  nearly  every  type of
equipment.   The  General  Partner  intends  to  concentrate  the  Partnership's
activities,  however, in markets in which the General Partner has expertise. The
computer  equipment  industry  is  extremely  competitive.  Competitive  factors
include pricing,  technological  innovation and methods of financing  (including
use of various short-term and long-term financing plans, as well as the outright
purchase  of  equipment).   Generally,  the  impact  of  these  factors  to  the
Partnership  would be the  realization of increased  equipment  remarketing  and
storage costs, as well as lower residuals  received from the sale or remarketing
of such equipment.


<PAGE>


                                                                    Page 4 of 29

         There is strong  competition in non-computer  related equipment markets
in which the  Partnership  will  engage as well.  There is,  however,  no single
dominant company or factor in those other markets.

Other.

         A brief  description of the type of assets in which the Partnership has
invested as of December 31, 1996, together with information  concerning the uses
of assets is set forth in Item 2.

Item 2.       Properties.

         The  Partnership  is engaged in the  equipment  leasing  and  financing
industry and as such,  does not own or operate any  principal  plants,  mines or
real property. The primary assets held by the Partnership are its investments in
leases and loans either directly or through its investment in joint ventures.

         As of  December  31,  1996,  the  Partnership  owns  equipment  and has
outstanding  loans to borrowers  with an aggregate  original cost of $3,949,000.
The  equipment  and loans have been made to  customers  located  throughout  the
United States.  The following  table  summarizes the type of equipment  owned or
financed by the Partnership,  including its pro rata interest in joint ventures,
at December 31, 1996.

                                                             Percentage of
      Asset Types                       Purchase Price(1)     Total Assets
      -----------                       -----------------     ------------
                                     (Amounts in Thousands)
Financing of Solar Systems                   $1,896                 48%
Reproduction Equipment                        1,526                 39
Small Computer Systems                          527                 13
                                             ------                ---

TOTAL                                        $3,949                100%
                                             ======                ===

(1)   These amounts include the Partnership's pro rata interest in equipment
      joint ventures of $1,467,000 and financing joint ventures of $1,896,000
      at December 31, 1996.


Item 3.       Legal Proceedings.

         The Partnership is not a party to any pending legal  proceedings  which
would have a material adverse impact on its financial position.


Item 4.       Submission of Matters to a Vote of Security Holders.

         No matters were  submitted to a vote of Limited  Partners,  through the
solicitation of proxies or otherwise, during the year covered by this report.





<PAGE>


                                                                    Page 5 of 29

                                     PART II

Item 5.       Market for the Registrant's Securities and Related Security Holder
              Matters.

         (a)  The Registrant's  limited  partnership  interests are not publicly
              traded.   There  is  no  market  for  the   Registrant's   limited
              partnership interests and it is unlikely that any will develop.

         (b)  Approximate Number of Equity Security Investments:

                                                     Number of Unit Holders
                   Title of Class                    as of December 31, 1996
         ----------------------------------          -----------------------

         Limited Partners                                     11,962


Item 6.       Selected Financial Data.

<TABLE>
<CAPTION>
                                                         1996          1995         1994           1993        1992
                                                         ----          ----         ----           ----        ----
                                                             (Amounts in Thousands Except for Per Unit Amounts)
<S>                                                   <C>           <C>          <C>             <C>         <C>
Total Income                                          $    310      $  1,121     $  1,738        $   909     $ 2,652

Net Income (Loss)                                          180         1,007        1,351            (28)       (264)

Total Assets                                             1,109         3,287        5,792          8,679      10,452

Distributions to Partners                                2,228         2,228        2,228          2,229       2,229

Net Income (Loss) per Limited Partnership Unit(1)          .51          2.88         3.88           (.09)      (1.49)

Distributions per Limited Partnership Unit                7.50          7.50         7.50           7.50        7.50

</TABLE>
(1)   Net Income (Loss) per Limited  Partnership  unit is not  indicative of per
      unit income (loss) due to reinvestments  through the Capital  Accumulation
      Plan.

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes appearing elsewhere in this report.




<PAGE>


                                                                    Page 6 of 29

 Item 7.      Management's Discussion and Analysis of Financial Condition and
              Results of Operations.

Results of Operations

         Phoenix Leasing Income Fund VI (the Partnership) reported net income of
$180,000  for the year  ended  December  31,  1996,  compared  to net  income of
$1,007,000  and  $1,351,000  for the years  ended  December  31,  1995 and 1994,
respectively.  The  decrease in net income  during  1996,  compared to 1995,  is
primarily  attributable  to a decrease in total  revenues.  The  decrease in net
income during 1995,  compared to 1994, was  attributable  to decreases in rental
and settlement  income,  partially offset by an increase in interest income from
notes receivable.

         Total  revenues  decreased by $811,000 for the year ended  December 31,
1996 as compared to 1995,  and decreased by $617,000  during 1995 as compared to
the previous  year.  The decrease in revenues for 1996,  as compared to 1995, is
attributable  to a decline in rental  income and the absence of interest  income
from notes receivable.

         The decline in rental  income of $381,000  and  $121,000  for the years
ended December 31, 1996 and 1995, as compared to their respective prior year, is
due to the decrease in equipment owned by the Partnership. At December 31, 1996,
the Partnership  owned equipment with an aggregate  original cost of $587,000 as
compared to $1,045,000 at December 31, 1995.  The  Partnership is currently in a
liquidation  phase,  and as a result,  the equipment  portfolio will continue to
decline as the Partnership  continues to liquidate its remaining equipment as it
comes off lease.

         The absence of interest income from notes  receivable  during 1996 is a
result  of the  Partnership  receiving  a  payoff  on its  last  remaining  note
receivable,  which was also  considered  to be  impaired,  during the year ended
December 31, 1995. In 1995,  the  Partnership  recognized  interest  income from
notes  receivable  totaling  $331,000.  A majority of this  interest  income was
attributable  to the payoff  received  during the  second  quarter of 1995.  The
Partnership  received  $1,416,000 as the payoff of which  $1,108,000 was applied
towards the outstanding  note receivable and $308,000 was recognized as interest
income.  In addition,  the balance of the general  allowance for losses on notes
receivable of $146,000 was reversed and recognized as income.

         The payoff from the  Partnership's  last remaining note receivable also
contributed  to the increase in management  fees to the General  Partner for the
year ended  December  31,  1995.  Management  fees are  recognized  on the gross
revenues of the Partnership.

         The decline in total  revenues of $617,000 for the year ended  December
31, 1995,  as compared to 1994 was  primarily  due to the absence of  settlement
income as compared to  settlement  income of  $754,000 in 1994.  The  settlement
income recognized  during 1994 was composed of cash, common stock,  receivables,
assigned  rents  from a pool of  leased  equipment,  and  credits  for goods and
services.  The settlement income consisted of settlements from two manufacturers
of equipment that the  Partnership had entered into  contractual  agreements for
the purchase of leased equipment.

         Inflation  affects the  Partnership  in relation to the current cost of
equipment  placed on lease and the residual  values  realized when the equipment
comes  off-lease and is sold.  During the last several years  inflation has been
low, thereby having very little impact upon the investments of the Partnership.

Joint Ventures

         The Partnership has made investments in various equipment and financing
joint ventures along with other affiliated  partnerships  managed by the General
Partner for the purpose of spreading the risk of investing in certain  equipment
leasing and  financing  transactions.  These joint  ventures  are not  currently
making  any  significant  additional  investments  in new  equipment  leasing or
financing  transactions.  As a  result,  the  earnings  and cash  flow from such
investments  are  anticipated  to  continue  to  decline as the  portfolios  are
re-leased at lower rental rates and eventually  liquidated.  Earnings from joint
ventures  decreased by $47,000  during 1996 as compared to 1995 and increased by
$26,000  during 1995 as compared to 1994.  The  decrease in earnings  from joint
ventures for year ended December 31, 1996, as compared to 1995, is  attributable
to declines in rental income and gain on sale of equipment in several  equipment
joint  ventures.  The  increase in earnings  during 1995 was due to the earnings
from an  investment in a new joint venture that was formed upon the receipt of a
legal settlement during October of 1994.

Liquidity and Capital Resources

         During the year ended  December 31, 1996,  the net cash used by leasing
and financing  activities was $255,000,  as compared to the net cash provided by
leasing and  financing  activities  of $471,000 and  $1,013,000  during 1995 and
1994,  respectively.  The decrease in cash generated for the year ended December
<PAGE>


                                                                    Page 7 of 29

31,  1996 is due to the absence of  principal  payments  from notes  receivable.
During the year ended  December 31, 1995, the  Partnership  received a payoff of
$1,416,000 from its one remaining  outstanding note receivable which contributed
to increasing the net cash provided by leasing and financing activities for that
year.  This was  partially  offset by a decrease in accounts  payable due to the
payment of liquidation fees payable to the General Partner.

         The distributions from joint ventures continue to be one of the primary
sources of cash  generated by the  Partnership.  Cash  distributions  from joint
ventures were  $352,000,  $530,000 and $279,000 for the year ended  December 31,
1996, 1995 and 1994,  respectively.  The decrease in distributions  for the year
ended December 31, 1996, as compared to 1995, is  attributable to the closure of
four joint ventures  during 1995, as well as the decrease in rental receipts for
several other joint ventures.

         The increase in  distributions  from joint  ventures for the year ended
December 31, 1995,  compared to 1994, was primarily due to a new investment made
in a new joint venture during October of 1994. In addition,  one equipment joint
venture  experienced  an increase in cash  available as a result of a decline in
lease related operating expenses.

          The  Partnership  owned equipment held for lease with a purchase price
of $437,000,  $499,000 and $2,702,000,  and a net book value of $0, $0 and $0 at
December 31, 1996, 1995 and 1994, respectively.  The General Partner is actively
engaged,  on  behalf  of  the  Partnership,   in  remarketing  and  selling  the
Partnership's off-lease equipment portfolio.

         During the year ended December 31, 1996, the Partnership sold a portion
of its investment in common stock receiving proceeds of $90,000.

         The Limited Partners received their annual  distributions of $2,228,000
for the  years  ended  December  31,  1996,  1995 and  1994.  As a  result,  the
cumulative  cash   distributions   to  the  Limited  Partners  are  $75,915,000,
$73,687,000 and  $71,459,000 at December 31, 1996, 1995 and 1994,  respectively.
The  General  Partner  did not  receive  distributions  during  the years  ended
December 31, 1996, 1995 and 1994.

         The Partnership will reach the end of its term on December 31, 1997, at
which time it will liquidate its remaining assets and make a final  distribution
to partners of the excess  cash,  if any.  The  Partnership  currently  does not
anticipate making any further  distribution to partners until the termination of
the Partnership.

         As the Partnership's  asset portfolio  continues to decline as a result
of the on-going  liquidation  of assets,  it is expected that the cash generated
from  operations  will also decline.  Cash  generated from leasing and financing
operations  has been and is anticipated to continue to be sufficient to meet the
Partnership's   on-going  operational  expenses.   It's  the  General  Partner's
intention to continue the Partnership's payments of liquidation fees only to the
extent of cash available for such payments after taking into  consideration  the
Partnership's cash requirements to cover its operating costs over the next year.

         Forward-looking statements in this report are made pursuant to the safe
harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Actual  results could differ from those  anticipated  by some of the  statements
made above. Limited Partners are cautioned that such forward-looking  statements
involve risks and uncertainties including without limitation the following:  (i)
the  Partnership's  plans are subject to change at any time at the discretion of
the General Partner of the Partnership,  (ii) future technological  developments
in the industry in which the Partnership operates, (iii) competitive pressure on
pricing or services,  (iv) substantial  customer defaults or cancellations,  (v)
changes  in  business  conditions  and the  general  economy,  (vi)  changes  in
government regulations affecting the Partnership's core businesses and (vii) the
ability of the Partnership to sell its remaining assets.



<PAGE>


                                                                    Page 8 of 29
















               Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         PHOENIX LEASING INCOME FUND VI

                          YEAR ENDED DECEMBER 31, 1996



<PAGE>


                                                                    Page 9 of 29

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Partners of Phoenix Leasing Income Fund VI:

We have audited the  accompanying  balance sheets of Phoenix Leasing Income Fund
VI (a California limited  partnership) as of December 31, 1996 and 1995, and the
related statements of operations,  partners' capital, and cash flows for each of
the  three  years  in the  period  ended  December  31,  1996.  These  financial
statements  and the  schedule  referred to below are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Phoenix Leasing Income Fund VI
as of December  31, 1996 and 1995,  and the results of its  operations,  and its
cash flows for each of the three years in the period ended  December 31, 1996 in
conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a  whole.  The  schedule  listed  in  Item  14,
subsection  (a) 2 is presented for purposes of complying with the Securities and
Exchange  Commission's  rules and is not a required part of the basic  financial
statements.  This schedule has been subjected to the auditing procedures applied
in our audits of the basic financial  statements and, in our opinion,  is fairly
stated in all material  respects in relation to the basic  financial  statements
taken as a whole.



San Francisco, California,                                 ARTHUR ANDERSEN LLP
  January 17, 1997



<PAGE>


                                                                   Page 10 of 29

                         PHOENIX LEASING INCOME FUND VI
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)


                                                               December 31,
                                                             1996         1995
                                                             ----         ----
ASSETS

Cash and cash equivalents                                  $   670      $ 2,708

Accounts  receivable  (net of allowance for
   losses on accounts  receivable of $8
   and $22 at December 31, 1996 and 1995,
   respectively)                                                 7           30

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $423 and
   $746 at December 31, 1996 and 1995, respectively)          --              4

Investment in joint ventures                                   276          415

Securities, available-for-sale                                 149          121

Other assets                                                     7            9
                                                           -------      -------

     Total Assets                                          $ 1,109      $ 3,287
                                                           =======      =======


LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:

   Accounts payable and accrued expenses                   $   134      $   203

   Liquidation fees payable to General Partner               1,108        1,268
                                                           -------      -------

     Total Liabilities                                       1,242        1,471
                                                           -------      -------

Partners' Capital:

   General Partner                                             421          394

   Limited Partners, 320,000 units authorized
     and issued, 297,165 units outstanding at
     December 31, 1996 and 1995                               (615)       1,460

   Unrealized gains (losses) on available-for-sale
     securities                                                 61          (38)
                                                           -------      -------

     Total Partners' Capital (Deficit)                        (133)       1,816
                                                           -------      -------

     Total Liabilities and Partners' Capital (Deficit)     $ 1,109      $ 3,287
                                                           =======      =======

                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                   Page 11 of 29

                         PHOENIX LEASING INCOME FUND VI
                            STATEMENTS OF OPERATIONS
               (Amounts in Thousands Except for Per Unit Amounts)


                                                For the Years Ended December 31,
                                                   1996       1995       1994
                                                   ----       ----       ----

INCOME

   Rental income                                 $    22    $   403     $   524

   Equity in earnings from joint ventures, net       213        260         234

   Interest income, notes receivable                --          331        --

   Settlement                                       --         --           754

   Other income                                       75        127         226
                                                 -------    -------     -------

     Total Income                                    310      1,121       1,738
                                                 -------    -------     -------


EXPENSES

   Depreciation                                        3          9          92

   Lease related operating expenses                    5          2          41

   Management fees to General Partner                  8        116          73

   Provision for (recovery of) losses
     on receivables                                   19       (136)        (58)

   General and administrative expenses                95        123         239
                                                 -------    -------     -------

     Total Expenses                                  130        114         387
                                                 -------    -------     -------


NET INCOME                                       $   180    $ 1,007     $ 1,351
                                                 =======    =======     =======

NET INCOME PER LIMITED PARTNERSHIP UNIT          $   .51    $  2.88     $  3.88
                                                 =======    =======     =======


ALLOCATION OF NET INCOME:
   General Partner                               $    27    $   151     $   199

   Limited Partners                                  153        856       1,152
                                                 -------    -------     -------

                                                 $   180    $ 1,007     $ 1,351
                                                 =======    =======     =======

                     The accompanying notes are an integral
                            part of these statements.


<PAGE>
<TABLE>

                                                                                        Page 12 of 29

                                  PHOENIX LEASING INCOME FUND VI
                            STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                          (Amounts in Thousands Except for Unit Amounts)

<CAPTION>
                                                General                         Unrealized
                                               Partner's     Limited Partners'     Gains       Total
                                                 Amount     Units      Amount    (Losses)      Amount
                                                 ------     -----      ------    --------      ------
<S>                                             <C>        <C>        <C>         <C>         <C>
Balance, December 31, 1993                      $    44    297,165    $ 3,908     $  --       $ 3,952

Distributions to partners ($7.50 per limited
   partnership unit)                               --         --       (2,228)       --        (2,228)

Unrealized losses on available-for-sale
   securities                                      --         --         --           (30)        (30)

Net income                                          199       --        1,152        --         1,351
                                                -------    -------    -------     -------     -------

Balance, December 31, 1994                          243    297,165      2,832         (30)      3,045

Distributions to partners ($7.50 per limited
   partnership unit)                               --         --       (2,228)       --        (2,228)

Change in unrealized losses on available-
   for-sale securities                             --         --         --            (8)         (8)

Net income                                          151       --          856        --         1,007
                                                -------    -------    -------     -------     -------

Balance, December 31, 1995                          394    297,165      1,460         (38)      1,816

Distributions to partners ($7.50 per limited
   partnership unit)                               --         --       (2,228)       --        (2,228)

Change in unrealized gains on available-
   for-sale securities                             --         --         --            99          99

Net income                                           27       --          153        --           180
                                                -------    -------    -------     -------     -------

Balance, December 31, 1996                      $   421    297,165    $  (615)    $    61     $  (133)
                                                =======    =======    =======     =======     =======

</TABLE>
                                 The accompanying notes are an integral
                                       part of these statements.

<PAGE>

<TABLE>
                                                                                        Page 13 of 29

                                    PHOENIX LEASING INCOME FUND VI
                                       STATEMENTS OF CASH FLOWS
                                        (Amounts in Thousands)

<CAPTION>
                                                                      For the Years Ended December 31,
                                                                       1996         1995         1994
                                                                       ----         ----         ----
<S>                                                                  <C>          <C>          <C>
Operating Activities:
   Net income                                                        $   180      $ 1,007      $ 1,351

   Adjustments to reconcile net income to net
     cash used by operating activities:
       Depreciation                                                        3            9           92
       Gain on sale of equipment                                          (2)         (43)         (30)
       Equity in earnings from joint ventures, net                      (213)        (260)        (234)
       Provision for (recovery of) losses on accounts receivable          19           10          (19)
       Recovery of early termination, financing leases                  --           --            (39)
       Recovery of losses on note receivable                            --           (146)        --
       Settlements                                                      --           --           (437)
       Gain on sale of securities                                        (19)        --            (35)
       Decrease in accounts receivable                                     4            8           80
       Decrease in accounts payable and
         accrued expenses                                               (229)      (1,276)      (1,980)
       Decrease in other assets                                            2           24         --
                                                                     -------      -------      -------

   Net cash used by operating activities                                (255)        (667)      (1,251)
                                                                     -------      -------      -------

Investing Activities:
   Principal payments, financing leases                                 --           --            145
   Principal payments, notes receivable                                 --          1,138           93
   Proceeds from sale of equipment                                         3           43           35
   Proceeds from sale of securities                                       90         --             50
   Distributions from joint ventures                                     352          530          279
   Purchase of equipment                                                --           --           (294)
   Investment in joint ventures                                         --           --            (22)
   Investment in securities                                             --           --            (15)
                                                                     -------      -------      -------

   Net cash provided by investing activities                             445        1,711          271
                                                                     -------      -------      -------

Financing Activities:
   Distributions to partners                                          (2,228)      (2,228)      (2,228)
                                                                     -------      -------      -------

   Net cash used by financing activities                              (2,228)      (2,228)      (2,228)
                                                                     -------      -------      -------

Decrease in cash and cash equivalents                                 (2,038)      (1,184)      (3,208)
Cash and cash equivalents, beginning of period                         2,708        3,892        7,100
                                                                     -------      -------      -------

Cash and cash equivalents, end of period                             $   670      $ 2,708      $ 3,892
                                                                     =======      =======      =======
</TABLE>
                               The accompanying notes are an integral
                                     part of these statements.

<PAGE>


                                                                   Page 14 of 29

                         PHOENIX LEASING INCOME FUND VI

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


Note 1.       Organization and Partnership Matters.

         Phoenix Leasing Income Fund VI, a California  limited  partnership (the
"Partnership"),  was formed on October 29, 1981, to invest in capital  equipment
of  various  types and to lease  such  equipment  to third  parties  on either a
long-term or short-term basis. Minimum investment  requirements were met January
6, 1983, at which time the Partnership commenced operations.

         The  Partnership  has also  made  investments  in joint  ventures  with
affiliated  partnerships  managed  by the  General  Partner  for the  purpose of
spreading the risks of financing or acquiring  certain capital  equipment leased
to third parties (see Note 6).

         For financial reporting purposes, as more specifically described in the
Partnership  Agreement,   income  in  any  quarter  will  be  allocated,  before
liquidation  and  redemption  fees,  15% to Phoenix  Leasing  Incorporated  (the
"General  Partner")  and 85% to the Limited  Partners  subject to the  following
limitations. To the extent that income for any quarter, when added to income for
all prior  accounting  periods,  does not exceed losses for all prior accounting
periods, such income shall be allocated, before liquidation and redemption fees,
1% to the  General  Partner  and 99% to the Limited  Partners.  Income  shall be
allocated, before liquidation and redemption fees, 1% to the General Partner and
99% to the Limited Partners in any quarter  subsequent to a quarter in which the
General Partner was allocated,  before  liquidation  and redemption  fees, 1% of
losses, to the extent of previously allocated  Partnership losses. A loss in any
quarter shall be allocated,  before  liquidation and redemption  fees, 1% to the
General partner and 99% to the Limited Partners.

         As an alternative to receiving cash distributions, Limited Partners may
have  participated  in  the  Capital  Accumulation  Plan,  whereby  the  Limited
Partners' cash  distributions  were reinvested and accumulated in the respective
Limited  Partner's capital account.  During 1988, the Capital  Accumulation Plan
was  discontinued.  Limited  Partners who elected to  participate in the Capital
Accumulation Plan are now receiving cash distributions. However, a few investors
remained in the plan through 1990.

         In the event the General  Partner has a deficit  balance in its capital
account  at the  time  of  partnership  liquidation,  it  will  be  required  to
contribute the amount of such deficit to the  Partnership.  The General  Partner
has acquired 508 units of Limited Partnership interest.

         As compensation for management  services the General Partner receives a
fee,  payable  quarterly,  in an amount equal to 6% of the  Partnership's  gross
revenues for the quarter from which such payment is being made,  which  revenues
shall include rental and note receipts, maintenance fees, proceeds from the sale
of equipment and other income.

         In  consideration  for the  services  and  activities  performed by the
General  Partner  in  connection  with  the  disposition  of  the  Partnership's
equipment,  the General Partner shall receive  liquidation  fees equal to 15% of
the "Net  Capital  Contribution"  of the Limited  Partners  with  respect to all
Partnership  interests  other than those  interests  which have been  previously
redeemed and accordingly were subject to the 15% redemption fee.

         For financial  reporting  purposes,  the Partnership began to recognize
the  liquidation  fee in the second year of operations  when the General Partner
began its activities of  liquidating  portions of the equipment  portfolio.  The
original firm terms of the initial leases  (generally 24 months) began to expire
at this point in time.  The present value of the  liquidation  fee is recognized
using the  interest  method and  accreted  to the face  amount  over a period of
approximately eight years in order to properly match the liquidation fee expense
with the activities of the General Partner in connection with ongoing  portfolio
liquidation.  The  liquidation  fees have been fully  accrued as of December 31,
1992. The Partnership  began to pay the liquidation  fees to the General Partner
in 1990.  It's the General  Partner's  intention to continue  the  Partnership's
payments  of  liquidation  fees only to the  extent of cash  available  for such
payments after taking into  consideration the Partnership's cash requirements to
cover its operating costs over the remaining life of the partnership.




<PAGE>


                                                                   Page 15 of 29

Note 2.       Summary of Significant Accounting Policies.

         Leasing Operations.  The Partnership's  leasing operations consisted of
both  financing and operating  leases.  The financing  method of accounting  for
leases records as unearned  income at the inception of the lease,  the excess of
net rentals receivable and estimated residual value at the end of the lease term
over the cost of equipment  leased.  Unearned  income is credited to income over
the cost of equipment leased. Unearned income is credited to income monthly over
the term of the lease on a declining basis to provide an approximate  level rate
of  return  on the  unrecovered  cost of the  investment.  Any  direct  costs of
consummating new leases are capitalized as these costs are immaterial.

         Under the  operating  method  of  accounting  for  leases,  the  leased
equipment  is recorded as an asset at cost and  depreciated  on a  straight-line
basis over the estimated useful life, ranging up to seven years.

         Rental  income  for the  year is  determined  on the  basis  of  rental
payments due for the period under the terms of the lease.  Maintenance,  repairs
and minor renewals of the leased equipment are charged to expense.

         Credit  and  Collateral.   The   Partnership's   activities  have  been
concentrated  in  the  equipment  leasing  and  financing  industry.   A  credit
evaluation  is performed  by the General  Partner for all leases and loans made,
with the collateral requirements determined on a case-by-case basis.

        Portfolio  Valuation  Methodology.  The  Partnership  uses the portfolio
method of accounting for the net realizable value of the Partnership's equipment
portfolio.

         Investment  in  Joint  Ventures.  Investments  in  net  assets  of  the
equipment,  financing and foreclosed  cable systems joint  ventures  reflect the
Partnership's  equity  basis  in  the  ventures.  Under  the  equity  method  of
accounting,  the  original  investment  is  recorded  at  cost  and is  adjusted
periodically  to recognize the  Partnership's  share of earnings,  losses,  cash
contributions and cash distributions after the date of acquisition.

         Investment  in  Available-for-Sale   Securities.  The  Partnership  has
investments  in stock and stock  warrants  in  public  companies  that have been
determined to be available for sale. Available-for-sale securities are stated at
their fair market  value,  with the  unrealized  gains and losses  reported in a
separate component of partners' capital.

         Cash and Cash Equivalents.  Cash and cash equivalents  include deposits
at banks,  investments in money market funds and other highly liquid  short-term
investments with original maturities of less than 90 days.

         Non Cash Investing Activities. During the year ended December 31, 1995,
the Partnership  received a final  distribution of available for sale securities
from one of its  investments in equipment  joint  ventures.  The market value of
these securities at the distribution date was $13,000.

         Financial  Accounting  Pronouncements.  In March  1995,  the  Financial
Accounting Standards Board issued Statement of Financial Accounting Standard No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed  of," which  requires that  long-lived  assets and certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability,  the entity  would  estimate  the future cash flows  expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows  (undiscounted  and without interest charges) is less
than the  carrying  amount  of the  asset,  an  impairment  loss is  recognized.
Measurement  of an  impairment  loss  for  long-lived  assets  and  identifiable
intangibles  that an entity  expects to hold and use should be based on the fair
value of the asset.  Statement No. 121 is effective for financial statements for
fiscal years beginning after December 15, 1995. At January 1, 1996, the adoption
of  Statement  No. 121 did not  materially  impact the  Partnership's  financial
position or results of operations.

         Use of Estimates. The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

         Reclassification.  Certain 1995 and 1994 amounts have been reclassified
to conform to the 1996 presentation.





<PAGE>


                                                                   Page 16 of 29

Note 3.       Accounts Receivable.

         Accounts receivable consist of the following at December 31:

                                                           1996      1995
                                                           ----      ----
                                                      (Amounts in Thousands)


Lease payments                                             $ 15      $ 49
General Partner and affiliates                              --          3
                                                           ----      ----
                                                             15        52
Less:  allowance for losses on accounts receivable           (8)      (22)
                                                           ----      ----

     Total                                                 $  7      $ 30
                                                           ====      ====


Note 4.       Note Receivable.

         The  Partnership's  note  receivable  from a  cable  television  system
operator provided for a monthly payment rate in an amount that was less than the
contractual  interest  rate.  The  difference  between the payment  rate and the
contractual  interest rate was added to the  principal  and  therefore  deferred
until the maturity  date of the note.  Upon  maturity of the note,  the original
principal  and  deferred  interest  was due and  payable in full.  Although  the
contractual  interest  rates  may have  been  higher,  due to a high  degree  of
uncertainty  relating to the  collection of the entire  amount of  contractually
owed interest,  the Partnership  limited the amount of interest being recognized
on its note receivable to the amount of the payments received, thereby deferring
the  recognition  of a  portion  of the  deferred  interest  until  such time as
management believed it would be realizable.

         Generally,  notes receivable are classified as impaired and the accrual
of  interest  on such  notes is  discontinued  when the  contractual  payment of
principal  or  interest  has become 90 days past due or  management  has serious
doubts about further  collectibility of the contractual  payments.  Any payments
received  subsequent  to the  placement  of the note  receivable  on to impaired
status will generally be applied towards the reduction of the  outstanding  note
receivable  balance,  which may include  previously  accrued interest as well as
principal.  Once the principal and accrued  interest balance has been reduced to
zero, the remaining payments will be applied to interest income.

         During the year ended  December 31, 1995,  the  Partnership  received a
settlement  on its one  remaining  note  receivable  which was  considered to be
impaired.  The  Partnership  received  $1,416,000 as a settlement  for this note
receivable  of  which  $1,108,000  was  applied  towards  the  outstanding  note
receivable  balance and the remaining  $308,000 applied to interest income.  The
remaining  balance in the allowance  for losses on notes  receivable of $146,000
was no longer necessary due to the payment of this note receivable. As a result,
the  remaining  allowance  for loan  losses  was  reduced  to zero  through  the
recognition of income. The average recorded  investment in impaired loans during
the year ended December 31, 1995 was approximately $279,000.

         The activity in the allowance for losses on notes receivable during the
years ended December 31, is as follows:

                                                           1996       1995
                                                           ----       ----
                                                       (Amounts in Thousands)


Beginning Balance                                          $--       $ 146
     Recovery of losses                                     --        (146)
     Write Downs                                            --        --
                                                           ---       -----
Ending balance                                             $--         $--
                                                           ===       =====


Note 5.       Equipment on Operating Leases.

         Equipment on lease consists primarily of small computer systems subject
to operating leases.

         The  Partnership's  operating  leases are for  initial  lease  terms of
approximately 12 to 36 months.  During the remaining terms of existing operating
leases  the  Partnership  will not  recover  all of the  undepreciated  cost and
related expenses of its rental equipment,  and therefore must remarket a portion
of its equipment in future years.

         The Partnership has agreements  with some of the  manufacturers  of its
<PAGE>


                                                                   Page 17 of 29

equipment whereby such manufacturers  undertake to remarket off-lease  equipment
on a best efforts basis.  These agreements  permit the Partnership to assume the
remarketing  function directly if certain conditions contained in the agreements
are not met.  For  their  remarketing  services,  the  manufacturers  are paid a

percentage  of net  monthly  rentals.  Certain  manufacturers  are  entitled  to
additional fees after the Partnership has recovered certain amounts.  Generally,
these manufacturers  provide maintenance of the leased equipment for a fee based
on net monthly rentals.

         The Partnership has entered into direct lease arrangements with certain
lessees.   Generally,  it  is  the  responsibility  of  the  lessee  to  provide
maintenance on leased equipment.  The General Partner  administers the equipment
portfolio of leases acquired through the direct leasing program.  Administration
includes  the  collection  of rents  from the  lessees  and  remarketing  of the
equipment.

         Minimum   rentals   (net  of   executory   costs)  to  be  received  on
noncancelable operating leases for the years ended December 31 are as follows:

                                                                Operating
                                                          (Amounts in Thousands)

         1997......................................              $   3
         1998 and thereafter.......................                 -
                                                                  ----

         Total                                                   $   3
                                                                  ====


Note 6.       Investment in Joint Ventures.

Equipment Joint Ventures

         The  Partnership  owns a limited or  general  partnership  interest  in
equipment joint ventures.  These  investments are accounted for using the equity
method of accounting.  The other partners of the ventures are entities organized
and managed by the General Partner.

         The purpose of the  equipment  joint  ventures is the  acquisition  and
leasing  of various  types of  equipment.  Phoenix  Leasing  Income  Fund VI has
investments in the following equipment joint ventures:

                                                              Weighted
                       Joint Venture                     Percentage Interest
                       -------------                     -------------------

            PLI Limited Partnership Fund A(2)                   30.64%
            VMX Joint Venture(1)                                28.37
            ACRO Joint Venture, Residential(3)                  32.84
            Leveraged Joint Venture 1985(1)                     49.02
            Leveraged Joint Venture 1986(2)                     31.04
            Leveraged Joint Venture 1987-1(1)                   43.79
            Leveraged Joint Venture 1987-2                      17.91
            Leveraged Joint Venture 1987-3                      25.22
            Leveraged Joint Venture 1990-1                      11.77
            Phoenix Leasing POST Joint Venture I(2)             18.83
            Arroyo Joint Venture VIII(1)                        40.00
            Arroyo Joint Venture XV(2)                          30.67
            Arroyo Joint Venture XVI(3)                         32.14
            Arroyo Joint Venture XVII(1)                        11.26
            Xerox Graphics Joint Venture(1)                     16.19
            Phoenix Joint Venture 1994-1                        12.77

(1)  Closed during 1994
(2)  Closed during 1995
(3)  Closed during 1996

         An analysis of the Partnership's investment in equipment joint ventures
is as follows:



<PAGE>


                                                                   Page 18 of 29

<TABLE>
<CAPTION>
                            Net Investment                                                                 Net Investment
                             at Beginning                           Equity in                                  at End
Date                          of Period          Contributions       Earnings         Distributions           of Period
----                          ---------          -------------       --------         -------------           ---------
                                                              (Amounts in Thousands)
<S>                            <C>                  <C>              <C>                 <C>                  <C>
Year Ended
 December 31, 1994             $     95             $   606          $   227             $   241              $    687
                               ========             =======          =======             =======              ========

Year Ended
 December 31, 1995             $    687             $     0          $   248             $   527              $    408
                               ========             =======          =======             =======              ========

Year Ended
December 31, 1996              $    408             $     0          $   204             $   340              $    272
                               ========             =======          =======             =======              ========
</TABLE>

         The aggregate  combined  financial  information of the equipment  joint
ventures as of December 31 and for the years then ended is presented as follows:

                             COMBINED BALANCE SHEETS

                                     ASSETS
                                                             December 31,
                                                            1996      1995
                                                            ----      ----
                                                       (Amounts in Thousands)

Cash and cash equivalents                                  $  432    $  644
Accounts receivable                                         1,443     1,776
Operating lease equipment                                     525     1,021
Other assets                                                  512       691
                                                           ------    ------

     Total Assets                                          $2,912    $4,132
                                                           ======    ======


              LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                           $  786    $  973
Partners' capital                                           2,126     3,159
                                                           ------    ------

     Total Liabilities and Partners' Capital               $2,912    $4,132
                                                           ======    ======


                        COMBINED STATEMENTS OF OPERATIONS

                                     INCOME

                                              For the Years Ended December 31,
                                                  1996      1995      1994
                                                  ----      ----      ----
                                                  (Amounts in Thousands)

Rental income                                    $2,609    $3,922    $3,312
Gain on sale of equipment                           850     1,769     1,312
Other income                                        141       744       309
                                                 ------    ------    ------

     Total Income                                 3,600     6,435     4,933
                                                 ------    ------    ------




<PAGE>


                                                                   Page 19 of 29

                                    EXPENSES

Depreciation                                        332     1,188     1,257
Lease related operating expenses                  1,460     2,961     2,779
Management fee to the General Partner               119       289       239
Interest expense                                   --        --           1
Other expenses                                      126       273        43
                                                 ------    ------    ------

     Total Expenses                               2,037     4,711     4,319
                                                 ------    ------    ------

     Net Income                                  $1,563    $1,724    $  614
                                                 ======    ======    ======

         As of December 31, 1996 and 1995, the  Partnership's  pro rata interest
in the  equipment  joint  ventures'  net book value of off-lease  equipment  was
$4,000 and $13,000, respectively.

         The General  Partner earns a management fee of 6% of the  Partnership's
respective interest in gross revenues of each equipment joint venture.  Revenues
subject  to  management  fees at the  joint  venture  level are not  subject  to
management fees at the Partnership level.

Financing Joint Ventures

         The  Partnership  has invested in financing  joint  ventures  which are
combined for reporting  purposes into Phoenix  Funding  Partnership  (PFP).  The
Partnership's  current  investment  in  PFP  consists  of  two  financing  joint
ventures.  The purpose of the  financing  joint  ventures  is to  provide,  on a
limited basis, financing to manufacturers and their lessees for equipment leased
directly by  manufacturers  to third  parties.  All loans to  manufacturers  are
interest  bearing and are secured by equipment.  The Partnership uses the equity
method of accounting to account for its investment in the PFP.

         PFP periodically  reviews the probability of recovering the outstanding
note balances.  Such reviews address, among other things, current cash receipts,
costs of  collection  efforts,  the current  economic  situation  and  potential
uncollectible  receivables.  If the review  indicates that future cash receipts,
net of  anticipated  future  expenses,  does not  exceed  the  outstanding  note
balances, PFP provides a reserve for any anticipated loan loss as appropriate.

         Due to a high degree of  uncertainty  relating to the collection of the
entire amount of contractually owed principal and interest over the lives of the
notes  receivable,  the  remaining PFP loan  portfolios  apply all cash receipts
(principal and interest) to the  outstanding  note balances.  Under this method,
interest income will not be recognized  until the outstanding  note balances are
recovered.

         The  following  information  summarizes  the  Partnership's  respective
interest in the original loan proceeds of the funding partnership.

                                                       Weighted
         Joint Venture                            Percentage Interest
         -------------                            -------------------

    Phoenix Funding Partnership                          29.19%

         An analysis of the Partnership's  investment account in financing joint
ventures is as follows:

<TABLE>
<CAPTION>
                             Net Investment                                                      Net Investment
                              at Beginning                       Equity in                            at End
Date                            of Period     Contributions       Earnings       Distributions       of Period
----                            ---------     -------------       --------       -------------       ---------
                                                            (Amounts in Thousands)
<S>                               <C>               <C>              <C>               <C>               <C>
Year Ended
  December 31, 1994               $36               $0               $ 7               $38               $5
                                  ===               ==               ===               ===               ==

Year Ended
 December 31, 1995                $ 5               $0               $12               $15               $2
                                  ===               ==               ===               ===               ==

Year Ended
  December 31, 1996               $ 2               $0               $ 7               $ 5               $4
                                  ===               ==               ===               ===               ==
</TABLE>

         The aggregate  combined  financial  information of the financing  joint
ventures as of December 31 and for the years then ended is presented as follows:
<PAGE>


                                                                   Page 20 of 29

                             COMBINED BALANCE SHEETS

                                     ASSETS
                                                           December 31,
                                                          1996      1995
                                                          ----      ----
                                                      (Amounts in Thousands)

Cash and cash equivalents                                  $38       $28
                                                           ---       ---

     Total Assets                                          $38       $28
                                                           ===       ===

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                           $ 4       $ 5
Partners' capital                                           34        23
                                                           ---       ---

     Total Liabilities and Partners' Capital               $38       $28
                                                           ===       ===


                        COMBINED STATEMENTS OF OPERATIONS

                                     INCOME

                                             For the Years Ended December 31,
                                                 1996      1995     1994
                                                 ----      ----     ----
                                                  (Amounts in Thousands)

Interest income                                  $ 46      $ 73      $ 86
Other income                                       30        77        18
                                                 ----      ----      ----

     Total Income                                  76       150       104
                                                 ----      ----      ----

                                    EXPENSES

Management fee to the General Partner               2         8        19
Other expenses                                     11        19        44
                                                 ----      ----      ----

     Total Expenses                                13        27        63
                                                 ----      ----      ----

     Net Income                                  $ 63      $123      $ 41
                                                 ====      ====      ====

         The General  Partner earns a management fee of 6% of the  Partnership's
respective interest in gross payments received for each financing joint venture.
Revenues  subject to a management fee at the joint venture level are not subject
to management fees at the Partnership level.

Foreclosed Cable Systems Joint Venture

         The Partnership  owned an interest in a foreclosed  cable systems joint
venture,  along with other  partnerships  managed by the General Partner and its
affiliates. The Partnership foreclosed upon certain assets of a cable television
operator  to whom the  Partnership,  along  with other  affiliated  partnerships
managed by the General Partner,  had extended credit.  The  partnerships'  notes
receivables   and  assets  were   exchanged   for   interests   (their   capital
contribution), on a pro rata basis, in a newly formed joint venture owned by the
partnerships and managed by the General  Partner.  Title to the cable television
system was held by the joint  venture.  This  investment was accounted for using
the equity method of accounting.

         The joint venture owned by the  Partnership,  along with its percentage
ownership is as follows:

                                                          Weighted
         Joint Venture                               Percentage Interest
         -------------                               -------------------

    Phoenix Black Rock Cable J.V.(1)                         .29%



<PAGE>


                                                                   Page 21 of 29

(1)  Cable system sold and joint venture closed during 1996.

         An analysis of the  Partnership's  net investment in a foreclosed cable
system joint venture is as follows:

<TABLE>
<CAPTION>
                            Net Investment                                                                 Net Investment
                             at Beginning                          Equity in                                   at End
Date                           of Period       Contributions        Earnings          Distributions          of Period
----                           ---------       -------------        --------          -------------          ---------
                                                             (Amounts in Thousands)
<S>                              <C>                 <C>               <C>                 <C>                  <C>
Year Ended
  December 31, 1994              $   5               $ 0               $  0                $  0                 $   5
                                 =====               ===               ====                ====                 =====

Year Ended
  December 31, 1995              $   5               $ 0               $  0                $  0                 $   5
                                 =====               ===               ====                ====                 =====

Year Ended
  December 31, 1996              $   5               $ 0               $  2                $  7                 $   0
                                 =====               ===               ====                ====                 =====
</TABLE>
         The aggregate  financial  information  of the  foreclosed  cable system
joint  venture as of  December 31 and for the years then ended is  presented  as
follows:

                                 BALANCE SHEETS

                                     ASSETS
                                                             December 31,
                                                           1996        1995
                                                           ----        ----
                                                        (Amounts in Thousands)

Cash and cash equivalents                                  $--       $  258
Accounts receivable                                         --           31
Property, plant and equipment                               --        1,449
Other                                                       --            1
                                                           ---       ------

     Total Assets                                          $--       $1,739
                                                           ===       ======

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                           $--       $   90
Partners' capital                                           --        1,649
                                                           ---       ------

     Total Liabilities and Partners' Capital               $--       $1,739
                                                           ===       ======


                            STATEMENTS OF OPERATIONS

                                     INCOME

                                              For the Years Ended December 31,
                                                  1996       1995      1994
                                                  ----       ----      ----
                                                   (Amounts in Thousands)

Subscriber revenue                               $   50    $  680    $  658
Gain on sale of cable system                      1,185      --        --
Other income                                          9         8         3
                                                 ------    ------    ------

      Total Income                                1,244       688       661
                                                 ------    ------    ------



<PAGE>


                                                                   Page 22 of 29

                                    EXPENSES

Depreciation and amortization                        13       154       150
Program services                                     12       181       154
General and administrative expenses                  19       185       155
Management fees to an affiliate
  of the General Partner                            121        31        29
Provision for losses on accounts
  receivable                                       --           7         7
                                                 ------    ------    ------

     Total Expenses                                 165       558       495
                                                 ------    ------    ------

     Net Income                                  $1,079    $  130    $  166
                                                 ======    ======    ======

         Phoenix  Cable  Management  Inc.  (PCMI),  an  affiliate of the General
Partner,  provided  day  to day  management  services  in  connection  with  the
operation of the  foreclosed  cable system joint venture.  The foreclosed  cable
system joint venture paid a management fee equal to four and one-half percent of
the System's  monthly gross revenue for these  services.  Revenues  subject to a
management fee at the joint venture level were not subject to management fees at
the Partnership level.


Note 7.       Accounts Payable and Accrued Expenses.

         Accounts  payable  and accrued  expenses  consist of the  following  at
December 31:

                                                   1996               1995
                                                   ----               ----
                                                   (Amounts in Thousands)

      Equipment lease operations                   $ 28               $ 36
      General Partner and affiliates                  2                 12
      Other                                         104                155
                                                   ----               ----

           Total                                   $134               $203
                                                   ====               ====


Note 8.       Settlements.

         On July 1, 1991,  Phoenix Leasing  Incorporated,  as General Partner to
the Partnership  and sixteen other  affiliated  partnerships,  filed suit in the
Superior  Court  for the  County  of  Marin,  Case  No.  150016,  against  Xerox
Corporation,  a  corporation  with which the General  Partner  had entered  into
contractual   agreements  for  the  acquisition  and  administration  of  leased
equipment.  The lawsuit was  settled out of court,  effective  as of October 28,
1994  pursuant to the terms of a  Confidential  Settlement  Agreement and Mutual
Release. The settlement agreement generally provides for compensation payable to
the Partnership and its affiliates in cash and kind, including the assignment by
Xerox of certain goods and services. The agreement further provides for the sale
by Xerox to the  Partnership  and its affiliates of equipment  subject to lease.
The suit has been dismissed with prejudice on the merits.

         The  Partnership's pro rata share of the Xerox settlement was $482,000,
which consists of cash of $192,000, and assigned monthly rentals and credits for
goods and services valued at $290,000.  In addition,  the Partnership  purchased
additional  leased equipment at an aggregate cost of $294,000.  The Partnership,
along with sixteen other affiliated partnerships managed by the General Partner,
contributed  its share of the assigned  monthly  rentals,  credits for goods and
services and purchased  equipment leases to a joint venture,  in exchange for an
interest in the joint venture.

         Storage Technology Corporation (STC), a major manufacturer of equipment
purchased by the Partnership,  filed for protection from creditors under Chapter
11 of the Federal  Bankruptcy  Code on October 14, 1984.  On June 18, 1987 STC's
plan of reorganization was approved and the Partnership received a settlement.

         On August 31, 1994, the United States Bankruptcy Court for the District
of Colorado ordered a final  distribution from the Disputed Claims Reserve which
was provided for in the Debtors' Joint Plan of  Reorganization.  On December 23,
1994, the Partnership received its pro rata share of the final distribution from
the Disputed Claims Reserve valued at $272,000. The final distribution consisted
of cash of $125,000 and common stock valued at $147,000.




<PAGE>


                                                                   Page 23 of 29

Note 9.       Income Taxes.

         Federal  and state  income tax  regulations  provide  that taxes on the
income  or loss of the  Partnership  are  reportable  by the  partners  in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.

         The net  difference  between the tax basis and the reported  amounts of
the Partnership's assets and liabilities are as follows at December 31:

                        Reported Amounts        Tax Basis         Net Difference
                        ----------------        ---------         --------------
                                         (Amounts in Thousands)
1996
----

            Assets           $1,109               $1,294               $(185)
            Liabilities       1,242                1,216                  26

1995
----

            Assets           $3,287               $3,641               $(354)
            Liabilities       1,471                1,436                  35


Note 10.      Related Entities.

         The General  Partner serves in the capacity of general partner in other
partnerships,  all of which are engaged in the  equipment  leasing and financing
business.

         The General Partner incurs certain  expenses,  such as data processing,
equipment storage and equipment remarketing costs, for which it is reimbursed by
the Partnership. Equipment remarketing costs are incurred as the General Partner
remarkets  certain  equipment  on  behalf  of the  Partnership.  These  expenses
incurred by the General  Partner are reimbursed at the lower of the actual costs
or an  amount  equal to 90% of the fair  market  value  for such  services.  The
equipment  remarketing  costs  reimbursed to the General Partner were $0, $2,000
and $3,000 for the years ended December 31, 1996, 1995 and 1994, respectively.

Note 11.      Net Income (Loss) and Distributions per Limited Partnership Unit.

         Net income and distributions per limited partnership unit were based on
the limited  partner's share of net income and  distributions,  and the weighted
average number of units  outstanding of 297,165 for the years ended December 31,
1996, 1995 and 1994. For purposes of allocating  income (loss) and distributions
to each individual limited partner, the Partnership  allocates net income (loss)
and  distributions  based upon each respective  limited partner's ending capital
account  balance.  The use of  this  method  accurately  reflects  each  limited
partner's  participation in the Partnership  including  reinvestment through the
Capital Accumulation Plan. As a result, the calculation of net income (loss) and
distributions per limited  partnership unit is not indicative of per unit income
(loss) and distributions due to reinvestments  through the Capital  Accumulation
Plan.


Note 12.      Fair Value of Financial Instruments.

         The following  methods and  assumptions  were used to estimate the fair
value of each  class of  financial  instrument  for which it is  practicable  to
estimate that value.

Cash and Cash Equivalents
The carrying amount of cash and cash equivalents approximates fair value because
of the short maturity of these instruments.

Securities, Available-for-Sale
The fair values of  investments  in available for sale  securities are estimated
based on quoted market prices.

         The estimated fair values of the  Partnership's  financial  instruments
are as follows at December 31:



<PAGE>
                                                                   Page 24 of 29


                                                  Carrying
                                                   Amount            Fair Value
                                                   ------            ----------
                                                      (Amounts in Thousands)
1996
----

          Assets
               Cash and cash equivalents           $  670               $  670
               Securities, available-for-sale         149                  149

1995
----

          Assets
               Cash and cash equivalents           $2,708               $2,708
               Securities, available-for-sale         121                  121





<PAGE>


                                                                   Page 25 of 29

Item 9.       Disagreements on Accounting and Financial Disclosure Matters.

         None.


                                    PART III

Item 10.      Directors and Executive Officers of the Registrant.

         The  registrant  is  a  limited  partnership  and,  therefore,  has  no
executive  officers or  directors.  The  general  partner of the  registrant  is
Phoenix  Leasing  Incorporated,  a California  corporation.  The  directors  and
executive officers of Phoenix Leasing Incorporated (PLI) are as follows:

         GUS CONSTANTIN,  age 59, is President,  Chief  Executive  Officer and a
Director of PLI. Mr.  Constantin  received a B.S. degree in Engineering from the
University of Michigan and a Master's Degree in Management Science from Columbia
University.  From 1969 to 1972,  he served as Director,  Computer and  Technical
Equipment of DCL Incorporated  (formerly Diebold Computer Leasing Incorporated),
a  corporation  formerly  listed on the  American  Stock  Exchange,  and as Vice
President  and  General  Manager  of DCL  Capital  Corporation,  a  wholly-owned
subsidiary of DCL Incorporated. Mr. Constantin was actively engaged in marketing
manufacturer  leasing programs to computer and medical  equipment  manufacturers
and in directing DCL Incorporated's IBM System/370 marketing  activities.  Prior
to  1969,  Mr.  Constantin  was  employed  by IBM as a data  processing  systems
engineer for four years. Mr. Constantin is an individual general partner in four
active partnerships and is an NASD registered  principal.  Mr. Constantin is the
founder of PLI and the  beneficial  owner of all of the common  stock of Phoenix
American Incorporated.

         PARITOSH K. CHOKSI,  age 43, is Senior Vice President,  Chief Financial
Officer,  Treasurer and a Director of PLI. He has been associated with PLI since
1977.  Mr. Choksi  oversees the finance,  accounting,  information  services and
systems  development  departments of the General  Partner and its Affiliates and
oversees the structuring,  planning and monitoring of the partnerships sponsored
by the General Partner and its Affiliates.  Mr. Choksi graduated from the Indian
Institute of Technology, Bombay, India with a degree in Engineering. He holds an
M.B.A. degree from the University of California, Berkeley.

         GARY W.  MARTINEZ,  age 46, is Senior Vice  President and a Director of
PLI. He has been associated with PLI since 1976. He manages the Asset Management
Department,  which is responsible for lease and loan portfolio management.  This
includes credit analysis,  contract terms, documentation and funding; remittance
application,  change processing and maintenance of customer  accounts;  customer
service, invoicing,  collection,  settlements and litigation;  negotiating lease
renewals,  extensions,  sales and buyouts; and management information reporting.
From 1973 to 1976, Mr.  Martinez was a Loan Officer with Crocker  National Bank,
San  Francisco.  Prior to 1973,  he was an Area Manager with  Pennsylvania  Life
Insurance  Company.  Mr. Martinez is a graduate of California State  University,
Chico.

         BRYANT J. TONG, age 42, is Senior Vice President,  Financial Operations
of PLI. He has been with PLI since 1982.  Mr. Tong is  responsible  for investor
services and overall company  financial  operations.  He is also responsible for
the technical and  administrative  operations of the cash management,  corporate
accounting,  partnership accounting,  accounting systems,  internal controls and
tax  departments,  in addition to Securities  and Exchange  Commission and other
regulatory  agency  reporting.  Prior to his association  with PLI, Mr. Tong was
Controller-Partnership  Accounting with the Robert A. McNeil Corporation for two
years and was an auditor with Ernst & Whinney  (succeeded by Ernst & Young) from
1977 through 1980.  Mr. Tong holds a B.S. in Accounting  from the  University of
California, Berkeley, and is a Certified Public Accountant.

         CYNTHIA  E.  PARKS,  age 41, is Vice  President,  General  Counsel  and
Assistant  Secretary  of PLI.  Prior to joining  PLI in 1984,  she was with GATX
Leasing  Corporation,  and had  previously  been  Corporate  Counsel  for  Stone
Financial  Companies,  and an Assistant  Vice  President of the Bank of America,
Bank Amerilease  Group. She has a bachelor's degree from Santa Clara University,
and earned her J.D. from the University of San Francisco School of Law.

         Neither the General  Partner nor any  Executive  Officer of the General
Partner has any family relationship with the others.

         Phoenix  Leasing  Incorporated  or its  affiliates  and  the  executive
officers of the General  Partner  serve in a similar  capacity to the  following
affiliated limited partnerships:

              Phoenix Leasing American Business Fund, L.P.
              Phoenix Leasing Cash Distribution Fund V, L.P.
              Phoenix Income Fund, L.P.


<PAGE>


                                                                   Page 26 of 29

              Phoenix High Tech/High Yield  Fund 
              Phoenix Leasing Cash Distribution Fund IV
              Phoenix Leasing Cash Distribution Fund III
              Phoenix Leasing Cash Distribution Fund II
              Phoenix Leasing Income Fund VII
              Phoenix Leasing Growth Fund 1982 and
              Phoenix Leasing Income Fund 1977


Item 11.      Executive Compensation.

         Set forth is the information  relating to all direct  remuneration paid
or accrued by the Registrant during the last year to the General Partner.
<TABLE>

         (A)                       (B)                                    (C)                                 (D)
<CAPTION>
                                                                  Cash and cash-                          Aggregate of
Name of Individual           Capacities in                        equivalent forms                      contingent forms
or persons in group          which served                         of remuneration                        of remuneration
-------------------          ------------            --------------------------------------------      ----------------
                                                              (C1)                     (C2)
                                                                              Securities or property
                                                Salaries, fees, directors'    insurance benefits or
                                                fees, commissions, and        reimbursement, personal
                                                bonuses                       benefits
                                                -------------------------     -----------------------
                                                               (Amounts in Thousands)
<S>                                                          <C>                          <C>                      <C>
Phoenix Leasing
  Incorporated               General Partner                 $8(1)                        $0                       $0
                                                              =                            =                        =

(1)  consists of management fees.
</TABLE>

Item 12.      Security Ownership of Certain Beneficial Owners and Management.

         (a)  No person  owns of record,  or is known by the  Registrant  to own
              beneficially,  more  than  five  percent  of any  class of  voting
              securities of the Registrant.

         (b)  The General Partner of the Registrant  owns the equity  securities
              of the Registrant set forth in the following table:
<TABLE>
<CAPTION>
                (1)                                            (2)                                       (3)
         Title of Class                           Amount Beneficially Owned                      Percent of Class
         --------------                           -------------------------                      ----------------
         <S>                                      <C>                                                    <C>
         General Partner Interest                 Represents a 15% interest in the                       100%
                                                  Registrant's profits and distributions

         Limited Partner Interest                 508 units                                              .17%
</TABLE>

Item 13.      Certain Relationships and Related Transactions.

         None.




<PAGE>


                                                                   Page 27 of 29

                                     PART IV

Item 14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

                                                                        Page No.
                                                                        --------
(a)      1.   Financial Statements:

              Report of Independent Public Accountants                      9
              Balance Sheets as of December 31, 1996 and 1995              10
              Statements of Operations for the Years Ended December 31,
                1996, 1995 and 1994.                                       11
              Statements of Partners' Capital for the Years Ended
                December 31, 1996, 1995 and 1994.                          12
              Statements of Cash Flows for the Years Ended December 31,
                1996, 1995 and 1994.                                       13
              Notes to the Financial Statements                         14-24

         2.   Financial Statement Schedules:

              Schedule II - Valuation and Qualifying
                            Accounts and Reserves                          29

         All other schedules are omitted because they are not applicable, or not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.

(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed for the quarter  ended  December  31,
1996.

(c)      Exhibits

         21.  Additional Exhibits:
              Financial Statements for Significant Subsidiaries
                  Phoenix Joint Venture 1994-1                        E21 1-10

         27.  Financial Data Schedule


<PAGE>

                                                                   Page 28 of 29

                                   SIGNATURES

              Pursuant  to  the  requirements  of  Section  13 or  15(d)  of the
Securities  Exchange Act of 1934,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                            PHOENIX LEASING INCOME FUND VI
                                                      (Registrant)

                                            BY:    PHOENIX LEASING INCORPORATED,
                                                   A CALIFORNIA CORPORATION
                                                   GENERAL PARTNER


         Date:  March 25, 1997              By:    /S/  GUS CONSTANTIN
                --------------                     -------------------
                                                   Gus Constantin

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

     Signature                            Title                       Date
     ---------                            -----                       ----


/S/ GUS CONSTANTIN      President, Chief Executive Officer and a  March 25, 1997
----------------------- Director of Phoenix Leasing Incorporated  --------------
(Gus Constantin)        General Partner


/S/  PARITOSH K. CHOKSI Chief Financial Officer,                  March 25, 1997
----------------------- Senior Vice President,                    --------------
(Paritosh K. Choksi)    Treasurer and a Director of
                        Phoenix Leasing Incorporated
                        General Partner


/S/  BRYANT J. TONG     Senior Vice President,                    March 25, 1997
----------------------- Financial Operations of                   --------------
(Bryant J. Tong)        (Principal Accounting Officer)
                        Phoenix Leasing Incorporated
                        General Officer


/S/  GARY W. MARTINEZ   Senior Vice President and a Director of   March 25, 1997
----------------------- Phoenix Leasing Incorporated              --------------
(Gary W. Martinez)      General Partner


/S/  MICHAEL K. ULYATT  Partnership Controller                    March 25, 1997
----------------------- of Phoenix Leasing Incorporated           --------------
(Michael K. Ulyatt)     Corporate General Partner


<PAGE>

<TABLE>
                                                                                                                    Page 29 of 29

                                                  PHOENIX LEASING INCOME FUND VI

                                                            SCHEDULE II
                                                      (Amounts in Thousands)



SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


<CAPTION>
              COLUMN A                          COLUMN B           COLUMN C          COLUMN D          COLUMN E        COLUMN F
           Classification                      Balance at         Charged to        Charged to        Deductions      Balance at
                                              Beginning of         Expense           Revenue                            End of
                                                 Period                                                                 Period
-------------------------------------      -----------------   ---------------    -------------    ---------------   ------------

<S>                                               <C>                <C>               <C>                <C>              <C>
Year ended December 31, 1994
   Allowance for losses on accounts
     receivable                                   $133               $ 0               $ 19               $79             $ 35
   Allowance for early termination
     of financing leases                            58                 0                 39                19(1)             0
   Allowance for losses on note
     receivable                                    146                 0                  0                 0              146
                                                  ----               ---               ----               ---             ----

     Totals                                       $337               $ 0               $ 58               $98             $181
                                                  ====               ===               ====               ===             ====


Year ended December 31, 1995
   Allowance for losses on accounts
     receivable                                   $ 35               $10               $  0               $23             $ 22
   Allowance for losses on note
     receivable                                    146                 0                146                 0                0
                                                  ----               ---               ----               ---             ----

     Totals                                       $181               $10               $146               $23             $ 22
                                                  ====               ===               ====               ===             ====


Year ended December 31, 1996
   Allowance for losses on accounts
     receivable                                   $ 22               $19               $  0               $33             $  8
                                                  ====               ===               ====               ===             ====



(1) This amount represents the application  (reversal) of the allowance for loss from early termination of financing leases.
</TABLE>