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 year ended December 31, 1996

/ / Transition report pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934 (Fee Required)

For the transition period from _______________ to ______________

Commission file number 0-18497

                Fidelity Leasing Income Fund VI, L.P.            
_________________________________________________________________
        (Exact name of registrant as specified in its charter)   

       Delaware                            23-2540929            
_________________________________________________________________
(State of Organization)      (I.R.S. Employer Identification No.)

7 E. Skippack Pike, Suite 275, Ambler, Pennsylvania      19002
_________________________________________________________________
     (Address of principal executive offices)          (Zip Code)     

                           (215) 619-2800                        
_________________________________________________________________
        (Registrant's telephone number, including area code)     

Securities registered pursuant to Section 12 (b) of the Act:

                                            Name of Each Exchange
         Title of Each Class                 on Which Registered 

               None                            Not applicable    

Securities registered pursuant to Section 12 (g) of the Act:

                     Limited Partnership Interests

                            Title of Class

     Indicate by check mark whether the registrant (1) has filed 
all reports required to be filed by Sections 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_____

The number of outstanding limited partnership units of the 
Registrant at December 31, 1996 is 75,294.

There is no public market for these securities.

The index of Exhibits is located on page 11.
                                   1

                                PART I
Item 1.  BUSINESS

     Fidelity Leasing Income Fund VI, L.P. (the "Fund"), a 
Delaware limited partnership, was organized in 1989 and acquires 
equipment, primarily computer equipment, including printers, tape 
and disk storage devices, data communications equipment, computer 
terminals, technical workstations as well as networking equip-
ment, which is leased to third parties on a short-term basis.  
The Fund's principal objective is to generate leasing revenues 
for distribution.  The Fund manages the equipment, releasing or 
disposing of equipment as it comes off lease in order to achieve 
its principal objective.  The Fund will not borrow funds to 
purchase equipment.

     The Fund generally acquires equipment subject to a lease.  
Purchases of equipment for lease are typically made through 
equipment leasing brokers, under a sale-leaseback arrangement 
directly from lessees owning equipment, from the manufacturer 
either pursuant to a purchase agreement relating to significant 
quantities of equipment or on an ad hoc basis to meet the needs 
of a particular lessee.

     The equipment leasing industry is highly competitive.  The 
Fund competes with leasing companies, equipment manufacturers and 
distributors, and entities similar to the Fund (including similar 
programs sponsored by the General Partner), some of which have 
greater financial resources than the Fund and more experience in 
the equipment leasing business than the General Partner.  Other 
leasing companies and equipment manufacturers and distributors 
may be in a position to offer equipment to prospective lessees on 
financial terms which are more favorable than those which the 
Fund can offer.  They may also be in a position to offer trade-
in-privileges, maintenance contracts and other services which the 
Fund may not be able to offer.  Equipment manufacturers and 
distributors may offer to sell equipment on terms and conditions 
(such as liberal financing terms and exchange privileges) which 
will afford benefits to the purchaser similar to those obtained 
through leases.  As a result of the advantages which certain of 
its competitors may have, the Fund may find it necessary to lease 
its equipment on a less favorable basis than certain of its 
competitors.

     The computer equipment industry is extremely competitive as 
well.  Competitive factors include pricing, technological 
innovation and methods of financing.  Certain manufacturer-
lessors maintain advantages through patent protection, where 
applicable, and through product protection by the use of a policy 
which combines service and hardware benefits with payment for 
such benefits accomplished through a single periodic charge.

     A brief description of the types of equipment in which the 
Fund has invested as of December 31, 1996, together with 
information concerning the users of such equipment is contained 
in Item 2, following.

     The Fund does not have any employees.  All persons who work 
on the Fund are employees of the General Partner.

                                  2 

 Item 2.  PROPERTIES

     The following schedules detail the type and aggregate 
purchase price of the various types of equipment acquired and 
leased by the Fund as of December 31, 1996, along with the 
percentage of total equipment represented by each type of 
equipment, a breakdown of equipment usage by industrial 
classification and the average initial term of leases:

                              Purchase Price       Percentage of
Type of Equipment Acquired     of Equipment       Total Equipment

Communication Controllers       $   816,204             5.27%
Disk Storage Systems              6,364,230            41.07
Network Communications               68,879             0.44
Printers                            959,898             6.19
Tape Storage Systems              1,663,602            10.73
Terminals, Work Stations                                    
  and Display Stations            5,549,423            35.81
Other                                75,596             0.49
                                ___________           ______ 

   Totals                       $15,497,832           100.00%
                                ===========           ====== 

                     Breakdown of Equipment Usage
                     By Industrial Classification


                                  Purchase Price   Percentage of
Type of Business                   of Equipment   Total Equipment

Computer/Data Processing           $   421,828         2.72%
Diversified Financial/Insurance      7,049,792        45.49
Manufacturing/Refining               3,684,364        23.77
Retailing/Consumer Goods             3,315,934        21.40
Telephone/Telecommunications         1,025,914         6.62
                                   ___________       ______ 

     Totals                        $15,497,832       100.00%
                                   ===========       ====== 


Average Initial Term of Leases (in months):  34

     All of the above equipment is currently leased under 
operating leases.


Item 3. LEGAL PROCEEDINGS

     Not applicable.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

                                 3
                                PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY 
         HOLDER MATTERS

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

     (b)  Number of Equity Security Holders:

                                         Number of Partners
       Title of Class                  as of December 31, 1996

Limited Partnership Interests                     2,661

General Partnership Interest                          1


<TABLE>
Item 6. SELECTED FINANCIAL DATA
         <CAPTION>
                                     For the Years Ended December 31,                 

                               1996           1995          1994          1993          1992   
<S>               <C>             <C>           <C>          <C>           <C>        
Total Income      $4,740,607      $6,094,886    $6,442,059   $ 9,658,742   $10,026,031
Net Income           169,828         597,297       457,015     1,244,058        89,596
Distributions to
  Partners           668,800       4,343,818     5,063,003     6,697,405     5,500,267
Net Income per
  Equivalent Limited
  Partnership Unit      5.49           15.94          9.35         21.24           .50
Weighted Average
  Number of Equivalent
  Limited Partnership
  Units Outstanding
  During the Period   29,822          35,186        43,506        55,444        68,991
</TABLE>
<TABLE>
                                               December 31,                           

                      1996           1995          1994          1993          1992   
<S>               <C>            <C>           <C>           <C>           <C>        
Total Assets      $9,435,898    $10,458,128    $15,155,942   $20,022,169   $26,104,262
Equipment under
  Operating Leases
  and Equipment Held
  for Sale or Lease
  (Net)            5,973,803      6,252,018      6,251,331    10,669,609    17,390,167
Net Investment in
  Direct Financing
  Leases             503,093        687,606        969,434     1,143,180          -   
Limited Partnership
  Units               75,294         79,156         80,537        82,626        87,387
Limited Partners       2,661          2,745          2,780         2,828         2,961
</TABLE>






                                 4
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
        CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     Fidelity Leasing Income Fund VI, L.P. had revenues of $4,740,607, 
$6,094,886 and $6,442,059 for the years ended December 31, 1996, 1995 
and 1994, respectively.  Rental income from the leasing of computer 
peripheral equipment accounted for 85%, 84% and 93% of total income in 
1996, 1995 and 1994, respectively.  The decrease in total revenues in 
1996 and 1995 is primarily attributable to the decrease in rental 
income.  In 1996, rental income decreased by approximately $2,244,000 
due to renewals of leases at lower rates and lease terminations or 
sales of equipment.  This decrease, however, was mitigated by an 
increase of $1,141,000 in rental income generated from equipment 
purchased in 1996 as well as rental income realized on 1995 equipment 
purchases for which a full year of rent was earned in 1996 and only a 
partial year was earned in 1995.  Rental income decreased in 1995 by 
approximately $1,519,000 because of equipment which came off lease and 
was re-leased at lower rental rates or sold.  This decrease was 
reduced by an increase of $682,000 in rental income generated from 
equipment purchased in 1995 as well as rental income generated from 
1994 equipment purchases for which a full year of rental income was 
earned in 1995 and only a partial year was earned in 1994.  The Fund 
recognized a net gain on sale of equipment of $513,405 in 1996 as 
compared to $559,213 in 1995 and a loss on sale of equipment of
$48,733 in 1994 which also accounts for the decrease in total revenues
in 1996 and reduced the overall decrease in revenues in 1995.  In
addition, interest income decreased in 1996 and 1995 because of lower
cash balances available for investment by the Fund and, in 1996, lower 
interest rates earned on short-term investments.

     Expenses were $4,570,779, $5,497,589 and $5,985,044 for the years 
ended December 31, 1996, 1995 and 1994, respectively.  Depreciation 
and amortization comprised 76%, 71% and 84% of total expenses in 1996, 
1995 and 1994, respectively.  The decrease in expenses in 1996 and 
1995 was partially attributable to the decrease in depreciation 
expense due to equipment which came off lease, terminated or was sold.
Additionally, the decrease in the write-down of equipment to net
realizable value in 1996 also contributed to the overall decrease in
total expenses in 1996. The increase in this expense in 1995, however,
reduced the amount of the decrease in total expenses from 1994.
Currently, the Fund's practice is to review the recoverability of its
undepreciated costs of rental equipment quarterly.  The Fund's policy,
as part of this review, is to analyze such factors as releasing of 
equipment, technological developments and information provided in
third party publications.  In 1996, 1995 and 1994, approximately
$419,000, $877,000 and $242,000, respectively, was charged to write-
down of equipment to net realizable value.  In accordance with
Generally Accepted Accounting Principles, the Fund writes down its
rental equipment to its estimated net realizable value when the 
amounts are reasonably estimated and only recognizes gains upon actual 
sale of its rental equipment.  Any future losses are dependent upon 
unanticipated technological developments affecting the computer 
equipment industry in subsequent years.  Furthermore, general and 
administrative expenses to related party decreased in 1996 and 
increased in 1995 because of the fluctuation in general and


                                 5
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
        AND RESULTS OF OPERATIONS (Continued)

Results of Operations (Continued)

administrative expenses incurred to the General Partner
during these years which affected the overall decrease in total
expenses in 1996 and 1995.  The decrease in management fee to related
party, resulting from the decrease in rental income in 1996 and 1995,
also contributed to the decrease in overall expenses during these
years.

     The Fund's net income was $169,828, $597,297 and $457,015 for 
the years ended December 31, 1996, 1995 and 1994, respectively.  The 
earnings per equivalent limited partnership unit, after earnings 
allocated to the General Partner, were $5.49, $15.94 and $9.35 for 
the years ended December 31, 1996, 1995 and 1994, respectively.  The 
weighted average number of equivalent limited partnership units 
outstanding were 29,822, 35,186 and 43,506 for 1996, 1995 and 1994, 
respectively.

     The Fund generated funds from operations, for the purpose of 
determining cash available for distribution, of $3,568,697, $4,803,454 
and $5,746,894 and distributed 15%, 73% and 73% of these amounts to 
partners in 1996, 1995 and 1994, respectively, and 2%, 3% and 15% of 
these amounts to partners in January and February 1997, 1996 and 1995, 
respectively.  For financial statement purposes, the Fund records 
cash distributions to partners on a cash basis in the period in which 
they are paid.  During the fourth quarter of 1995, the General Partner 
revised its policy regarding cash distributions so that the distribu-
tions more accurately reflect the net income of the Fund over the most 
recent twelve months.

Analysis of Financial Condition

     The Fund continues to purchase computer equipment for lease with 
cash available from operations which is not distributed to partners.  
During the years ended December 31, 1996, 1995 and 1994, the Fund 
purchased $3,934,480, $5,430,211 and $1,983,990 respectively, of 
equipment.

     Subsequent to December 31, 1996, the Fund purchased $2,024,611 of 
equipment subject to an operating lease with an initial lease term 
of 36 months.

     The cash position of the Fund is reviewed daily and cash is 
invested on a short-term basis.

     The Fund's cash from operations is expected to continue to be 
adequate to cover all operating expenses and contingencies during the 
next fiscal year.








                                 6


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The response to this Item is submitted as a separate section of 
this report commencing on page F-1.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
        AND FINANCIAL DISCLOSURE

     Not applicable.
















































                                 7
                             PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     In February 1996, the Board of Directors resolved to change the 
     name of the General Partner from Fidelity Leasing Corporation to 
     F.L. Partnership Management, Inc. (FLPMI).  F.L. Partnership 
     Management, Inc. is a wholly owned subsidiary of Resource Leasing, 
     Inc., a wholly owned subsidiary of Resource America, Inc.  The 
     Directors and Executive Officers of FLPMI are:

     FREDDIE M. KOTEK, age 40, Chairman of the Board of Directors, 
     President, and Chief Executive Officer of FLPMI since September 
     1995 and Senior Vice President of Resource America, Inc. since 
     1995.  President of Resource Leasing, Inc. since September 1995.
     Executive Vice President of Resource Properties, Inc. (a wholly 
     owned subsidiary of Resource America, Inc.) since 1993.  Senior 
     Vice President and Chief Financial Officer of Paine Webber 
     Properties from 1990 to 1991.

     MICHAEL L. STAINES, age 47, Director and Secretary of FLPMI since 
     September 1995 and Senior Vice President and Secretary of Resource 
     America, Inc. since 1989.

     SCOTT F. SCHAEFFER, age 34, Director of FLPMI since September 1995 
     and Senior Vice President of Resource America, Inc. since 1995.  
     Vice President-Real Estate of Resource America, Inc. and President 
     of Resource Properties, Inc. (a wholly owned subsidiary of Resource 
     America, Inc.) since 1992.  Vice President of the Dover Group, Ltd. 
     (a real estate investment company) from 1985 to 1992.

     Others:

     STEPHEN P. CASO, age 41, Vice President and General Counsel of 
     FLPMI since 1992.

     MARIANNE T. SCHUSTER, age 38, Vice President and Controller of 
     FLPMI since 1984.

     KRISTIN L. CHRISTMAN, age 29, Portfolio Manager of FLPMI since 
     December 1995 and Equipment Brokerage Manager since 1993.
















                                 8
Item 11. EXECUTIVE COMPENSATION

     The following table sets forth information relating to the 
aggregate compensation earned by the General Partner of the Fund 
during the year ended December 31, 1996:

     Name of Individual or      Capacities in
     Number in Group            Which Served        Compensation

     F.L. Partnership
     Management, Inc.           General Partner      $206,765(1)
                                                     ========

     (1)  This amount does not include the General Partner's 
          share of cash distributions made to all partners.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
          MANAGEMENT

     (a)  As of December 31, 1996, there was no person or group 
          known to the Fund that owned more than 5% of the Fund's 
          outstanding securities either beneficially or of record.

     (b)  In 1989, the General Partner contributed $1,000 to the 
          capital of the Fund but it does not own any of the 
          Fund's outstanding securities.  No individual director 
          or officer of F.L. Partnership Management, Inc. nor 
          such directors or officers as a group, owns more than 
          one percent of the Fund's outstanding securities.  The 
          General Partner owns a general partnership interest 
          which entitles it to receive 1% of cash distributions 
          until the Limited Partners have received an amount 
          equal to the purchase price of their Units plus a 12% 
          compounded Priority Return; thereafter 10%.  The 
          General Partner will also share in net income equal to 
          the greater of its cash distributions or 1% of net 
          income or to the extent there are losses, 1% of such 
          losses.

     (c)  There are no arrangements known to the Fund that would, 
          at any subsequent date, result in a change in control 
          of the Fund.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the year ended December 31, 1996, the Fund was 
charged $206,765 of management fees by the General Partner.  The 
General Partner will continue to receive 5% or 2% of rental 
payments on equipment under operating leases and full pay-out 
leases, respectively, for administrative and management services 
performed on behalf of the Fund.  Full pay-out leases are 
noncancellable leases for which rental payments during the 
initial term are at least sufficient to recover the purchase 
price of the equipment, including acquisition fees.  This 
management fee is paid monthly only if and when the Limited 



                                 9

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
          (Continued)

Partners have received distributions for the period from 
January 1, 1990 through the end of the most recent quarter equal 
to a return for such period at a rate of 12% per year on the 
aggregate amount paid for their units.

     The General Partner may also receive up to 3% of the 
proceeds from the sale of the Fund's equipment for services and 
activities to be performed in connection with the disposition of 
equipment.  The payment of this sales fee is deferred until the 
Limited Partners have received cash distributions equal to the 
purchase price of their units plus a 12% cumulative compounded 
Priority Return.  Based on current estimates, it is not expected 
that the Fund will be required to pay this sales fee to the 
General Partner.  As a result, $269,982 of sales fee accrued by 
the Fund in prior periods was recognized into income as part of 
the net gain on sale of equipment during the year ended 
December 31, 1996.

     The General Partner also receives 1% of cash distributions 
until the Limited Partners have received an amount equal to the 
purchase price of their Units plus a 12% compounded Priority 
Return.  Thereafter, the General Partner will receive 10% of cash 
distributions.  During the year ended December 31, 1996, the 
General Partner received $6,688 of cash distributions.

     The Fund incurred $260,883 of reimbursable costs to the 
General Partner and its parent company for services and materials 
provided in connection with the administration of the Fund during 
1996.


























                                  10
                                PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON 
          FORM 8-K

     (a)  (1) and (2).  The response to this portion of Item 14 
          is submitted as a separate section of this report 
          commencing on page F-1.

     (a)  (3) and (c) Exhibits (numbered in accordance with Item 
          601 of Regulation S-K)

Exhibit Numbers           Description                Page Number

3(a) & (4)            Amended and Restated Agreement      *
                       of Limited Partnership

(9)                   not applicable

(10)                  not applicable

(11)                  not applicable

(12)                  not applicable

(13)                  not applicable

(18)                  not applicable

(19)                  not applicable

(22)                  not applicable

(23)                  not applicable

(24)                  not applicable

(25)                  not applicable

(28)                  not applicable


*  Incorporated by reference.















                                 11

                              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.

                  FIDELITY LEASING INCOME FUND VI, L.P.
                  A Delaware limited partnership

                  By:  F.L. PARTNERSHIP MANAGEMENT, INC.

                       Freddie M. Kotek          
                  By:  __________________________
                       Freddie M. Kotek, Chairman
                       and President

Dated March 26, 1997

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

Signature                          Title                         Date  



Freddie M. Kotek
___________________________  Chairman of the Board of Directors  3-26-97
Freddie M. Kotek             and President of F.L. Partnership
                             Management, Inc. (Principal Executive
                             Officer)



Michael L. Staines
___________________________  Director of F.L. Partnership        3-26-97
Michael L. Staines           Management, Inc.



Marianne T. Schuster
___________________________  Vice President and Controller       3-26-97
Marianne T. Schuster         of F.L. Partnership Management, Inc.
                             (Principal Financial Officer)













                                  12


               INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                                                           Pages

Report of Independent Certified Public Accountants         F-2

Balance Sheets as of December 31, 1996 and 1995            F-3

Statements of Operations for the years ended               F-4
     December 31, 1996, 1995 and 1994

Statements of Partners' Capital for the years              F-5
     ended December 31, 1996, 1995 and 1994

Statements of Cash Flows for the years ended               F-6
     December 31, 1996, 1995 and 1994

Notes to Financial Statements                              F-7 - F-12










All schedules have been omitted because the required information is 
not applicable or is included in the Financial Statements or Notes 
thereto.


























                                  F-1

Report of Independent Certified Public Accountants


The Partners
Fidelity Leasing Income Fund VI, L.P.


     We have audited the accompanying balance sheets of Fidelity 
Leasing Income Fund VI, L.P. as of December 31, 1996 and 1995, and
the related statements of operations, changes in partners' capital 
and cash flows for each of the three years in the period ended 
December 31, 1996.  These financial statements are the 
responsibility of the Fund's management.  Our responsibility is to 
express an opinion on these financial statements 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 
Fidelity Leasing Income Fund VI, L.P. 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.




Grant Thornton, LLP
Philadelphia, Pennsylvania
February 10, 1997

















                                 F-2

                    FIDELITY LEASING INCOME FUND VI, L.P.

                                BALANCE SHEETS
<TABLE>
                                    ASSETS
                                    <CAPTION>
                                                        December 31,         

                                                  1996                1995   
<S>                                           <C>                 <C>        
Cash and cash equivalents                    $2,783,827           $ 2,920,100

Investment securities held to maturity             -                  499,740

Accounts receivable                              33,835                33,021

Interest receivable                                -                   13,376

Due from related parties                        141,340                52,267

Equipment under operating leases
(net of accumulated depreciation 
of $9,529,793 and $13,650,877,
respectively)                                 5,968,039             6,242,594

Net investment in direct financing leases       503,093               687,606

Equipment held for sale or lease                  5,764                 9,424

                                             __________           ___________

         Total assets                        $9,435,898           $10,458,128
                                             ==========           ===========


                        LIABILITIES AND PARTNERS' CAPITAL
Liabilities:

      Lease rents paid in advance            $  284,933           $    87,814

      Accounts payable - equipment               19,788                  -   

      Accounts payable and
       accrued expenses                          55,307                74,688

      Due to related parties                     41,183               288,153
                                             __________           ___________

         Total liabilities                      401,211               450,655

Partners' capital                             9,034,687            10,007,473
                                             __________           ___________

         Total liabilities and
          partners' capital                  $9,435,898           $10,458,128
                                             ==========           ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.



                                 F-3

                        FIDELITY LEASING INCOME FUND VI, L.P.
<TABLE>
                               STATEMENTS OF OPERATIONS
                               <CAPTION>
                                              For the years ended December 31,   

                                            1996            1995          1994   
Income:
<S>                                      <C>             <C>           <C>       
  Rentals                                $4,047,597      $5,150,170    $5,987,027
  Earned income on direct
   financing leases                          53,395          78,814        95,212
  Interest                                  116,695         292,400       353,956
  Gain on sale of equipment, net            513,405         559,213          -   
  Other                                       9,515          14,289         5,864
                                         __________      __________    __________

                                          4,740,607       6,094,886     6,442,059
                                         __________      __________    __________

Expenses:
  Depreciation and amortization           3,493,500       3,888,155     4,999,097
  Write-down of equipment to net
   realizable value                         418,774         877,215       242,049
  General and administrative                190,857         107,497       163,078
  General and administrative
   to related party                         260,883         364,237       232,828
  Management fee to related party           206,765         260,485       299,259
  Loss on sale of equipment, net               -               -           48,733
                                         __________      __________    __________

                                          4,570,779       5,497,589     5,985,044
                                         __________      __________    __________

Net income                               $  169,828      $  597,297    $  457,015
                                         ==========      ==========    ==========

Net income per equivalent
 limited partnership unit                $     5.49      $    15.94    $     9.35
                                         ==========      ==========    ==========


Weighted average number of
 equivalent limited partnership
 units outstanding during
 the year                                    29,822          35,186	        43,506
                                         ==========      ==========    ==========
</TABLE>









The accompanying notes are an integral part of these financial statements.










                              F-4
                          FIDELITY LEASING INCOME FUND VI, L.P.
<TABLE>
                             STATEMENTS OF PARTNERS' CAPITAL
                             <CAPTION>
                   For the years ended December 31, 1996, 1995 and 1994

                                General        Limited Partners                    
                                Partner       Units       Amount           Total   
                                _______       __________________           _____   

<S>                             <C>          <C>       <C>             <C>         
Balance, January 1, 1994       $ 9,600       82,626    $19,002,535     $19,012,135 

Redemptions                       -          (2,089)      (448,699)       (448,699)

Cash distributions             (50,629)        -        (5,012,374)     (5,063,003)

Net income                      50,409         -           406,606         457,015 
                               _______       ______    ___________     ___________ 

Balance, December 31, 1994       9,380       80,537     13,948,068      13,957,448 

Redemptions                       -          (1,381)      (203,454)       (203,454)

Cash distributions             (43,433)        -        (4,300,385)     (4,343,818)

Net income                      36,491         -           560,806         597,297 
                               _______       ______    ___________     ___________ 

Balance, December 31, 1995       2,438       79,156     10,005,035      10,007,473 

Redemptions                       -          (3,862)      (473,814)       (473,814)

Cash distributions              (6,688)        -          (662,112)       (668,800)

Net income                       6,000         -           163,828         169,828 
                               _______       ______    ___________     ___________ 

Balance, December 31, 1996     $ 1,750       75,294    $ 9,032,937     $ 9,034,687 
                               =======       ======    ===========     =========== 
</TABLE>















The accompanying notes are an integral part of these financial statements.











                                  F-5
                       FIDELITY LEASING INCOME FUND VI, L.P.
<TABLE>
                             STATEMENTS OF CASH FLOWS

                                                   For the years ended December 31,     
                                                   1996          1995           1994    
Cash flows from operating activities:
<S>                                             <C>           <C>         <C>         
  Net income                                    $  169,828    $  597,297  $   457,015 
                                                __________    __________  ___________ 
  Adjustments to reconcile net income to net
   cash provided by operating activities:
  Depreciation and amortization                  3,493,500     3,888,155    4,999,097 
  Write-down of equipment to net realizable value  418,774       877,215      242,049 
  Proceeds from direct financing leases,
   net of earned income                            184,513       281,828      173,746 
  (Gain) loss on sale of equipment net            (513,405)     (559,213)      48,733 
  (Increase) decrease in due from related parties  (89,073)      (25,216)     286,254 
  Increase (decrease) in lease rents paid in
   advance                                         197,119      (130,386)    (132,754)
  Increase (decrease) in accounts payable-
   equipment                                        19,788      (518,100)     518,100 
  Increase (decrease) in due to related parties   (246,970)      (10,227)    (173,363)
  Increase (decrease) in other, net                ( 6,819)       28,485       36,855 
                                                __________    __________   __________ 

                                                 3,457,427     3,832,541    5,998,717 
                                                __________    __________   __________ 

  Net cash provided by operating activities      3,627,255     4,429,838    6,455,732 
                                                __________    __________   __________ 
Cash flows from investing activities:
  Acquisition of equipment                      (3,934,480)   (5,430,211)  (1,983,990)
  Purchase of investment securities
   held to maturity                                   -         (749,993)  (5,429,915)
  Maturity of investment securities
   held to maturity                                499,740     2,485,354    5,176,491 
  Proceeds from sale of equipment                  813,826     1,223,367    1,113,889 
                                                __________    __________   __________ 
  Net cash used in investing activities         (2,620,914)   (2,471,483)  (1,123,525)
                                                __________    __________   __________ 
Cash flows from financing activities:
  Distributions                                   (668,800)   (4,343,818)  (5,063,003)
  Redemptions of capital                          (473,814)     (203,454)    (448,699)
                                                __________    __________   __________ 

  Net cash used in financing activities         (1,142,614)   (4,547,272)  (5,511,702)
                                                __________    __________   __________ 

  Decrease in cash and cash equivalents           (136,273)   (2,588,917)    (179,495)

  Cash and cash equivalents, beginning of year   2,920,100     5,509,017    5,688,512 
                                                __________    __________   __________ 

  Cash and cash equivalents, end of year        $2,783,827    	$2,920,100   $5,509,017 
                                                ==========    ==========   ========== 
</TABLE>





The accompanying notes are an integral part of these financial statements.






                                 F-6
                FIDELITY LEASING INCOME FUND VI, L.P.

                    NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION AND NATURE OF BUSINESS

Fidelity Leasing Income Fund VI, L.P. (the "Fund") was formed in 
January 1989. The General Partner of the Fund is F.L. Partnership 
Management, Inc. ("FLPMI") which is a wholly owned subsidiary of 
Resource Leasing Inc., a wholly owned subsidiary of Resource America, 
Inc.  The Fund is managed by the General Partner.  The Fund's limited 
partnership interests are not publicly traded.  There is no market for 
the Fund's limited partnership interests and it is unlikely that any 
will develop.  The Fund acquires computer equipment, including 
printers, tape and disk storage devices, data communications equipment, 
computer terminals, technical workstations as well as networking 
equipment, which is leased to third parties throughout the United 
States on a short-term basis.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment Securities Held to Maturity

The Fund adopted Statement of Financial Accounting Standard (SFAS) No. 
115, "Accounting for Certain Investments in Debt and Equity Securities" 
on January 1, 1994.  This new standard requires investments in 
securities to be classified in one of three categories:  held to 
maturity, trading and available for sale.  Debt securities that the 
Fund has the positive intent and ability to hold to maturity are 
classified as held to maturity and are reported at amortized cost.  As 
the Fund does not engage in security trading, the balance, if any, of 
its debt securities and equity securities are classified as available 
for sale.  Net unrealized gains and losses for securities available for 
sale are required to be recognized as a separate component of partners' 
capital and excluded from the determination of net income.  The Fund 
adopted this new standard for the year ended December 31, 1994 with no 
resulting financial statement impact on the Fund.

Concentration of Credit Risk

Financial instruments which potentially subject the Fund to 
concentrations of credit risk consist principally of temporary cash 
investments.  The Fund places its temporary investments in bank 
repurchase agreements.

Concentrations of credit risk with respect to accounts receivables are 
limited due to the dispersion of the Fund's lessees over different 
industries and geographies.

Impairment of Long-Lived Assets

Effective January 1, 1996, the Fund adopted SFAS No. 121, "Accounting 
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be 
Disposed of."  This new standard provides guidance on when to recognize 
and how to measure impairment losses of long-lived assets and how to 
value long-lived assets to be disposed of.  The adoption of SFAS No. 
121 had no impact on the net income of the Fund.

                                     F-7
                    FIDELITY LEASING INCOME FUND VI, L.P.

                  NOTES TO FINANCIAL STATEMENTS (Continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Equipment Held for Sale or Lease

Equipment held for sale or lease is carried at its estimated net 
realizable value.

Use of Estimates

In preparing financial statements in conformity with Generally Accepted 
Accounting Principles, management is required to make estimates and 
assumptions that affect the reported amounts of assets and liabilities 
and the disclosure of contingent assets and liabilities at the date of 
the financial statements and revenues and expenses during the reporting 
period.  Actual results could differ from those estimates.

Organization Costs

Organization costs were amortized over a five year period.

Accounting for Leases

The Fund's leasing operations consist primarily of operating leases 
whereby the cost of the leased equipment is recorded as an asset and 
depreciated on a straight-line basis over its estimated useful life, up 
to six years.  Acquisition fees associated with lease placements are 
allocated to equipment when purchased and depreciated as part of 
equipment cost.  Rental income consists primarily of monthly periodic 
rentals due under the terms of the leases plus deferred revenue 
recognized.  Generally, during the remaining terms of existing 
operating leases, the Fund will not recover all of the undepreciated 
cost and related expenses of its rental equipment and is prepared to 
remarket the equipment in future years.  Upon sale or other disposition 
of assets, the cost and related accumulated depreciation are removed 
from the accounts and the resulting gain or loss, if any, is reflected 
in income.

The Fund does have direct financing leases, as well.  Under the 
direct financing method, income (the excess of the aggregate future 
rentals and estimated additional amounts recoverable upon expiration of 
the lease over the related equipment cost) is recognized over the life 
of the lease using the interest method.

Income Taxes

Federal and State income tax regulations provide that taxes on the 
income or benefits from losses of the Fund 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.





                                  F-8
                   FIDELITY LEASING INCOME FUND VI, L.P.

                 NOTES TO FINANCIAL STATEMENTS (Continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Statements of Cash Flows

For purposes of the statements of cash flows, the Fund considers all 
highly liquid debt instruments purchased with a maturity of three 
months or less to be cash equivalents.

Net Income per Equivalent Limited Partnership Unit

Net income per equivalent limited partnership unit is computed by 
dividing net income allocated to limited partners by the weighted 
average number of equivalent limited partnership units outstanding 
during the year.  The weighted average number of equivalent units 
outstanding during the year is computed based on the weighted average 
monthly limited partners' capital account balances, converted into 
equivalent units at $500 per unit.

Significant Fourth Quarter Adjustments

Currently, the Fund's practice is to review the recoverability of its 
undepreciated costs of rental equipment quarterly.  The Fund's policy, 
as part of this review, is to analyze such factors as releasing of 
equipment, technological developments and information provided in third 
party publications.  Based upon this review, the Fund recorded an 
adjustment of approximately $109,000, $574,000 and $42,000 or $3.66, 
$16.31 and $0.97 per equivalent limited partnership unit to write down 
its rental equipment in the fourth quarter of 1996, 1995 and 1994, 
respectively.

3.  ALLOCATION OF PARTNERSHIP INCOME, LOSS AND CASH DISTRIBUTIONS

Cash distributions, if any, are made monthly as follows:  99% to the 
Limited Partners and 1% to the General Partner, until the Limited 
Partners have received an amount equal to the purchase price of their 
Units, plus a 12% compounded Priority Return (an amount equal to 12% 
compounded annually on the portion of the purchase price not previously 
distributed); thereafter, 90% to the Limited Partners and 10% to the 
General Partner.

Net Losses are allocated 99% to the Limited Partners and 1% to the 
General Partner.  The General Partner is allocated Net Income equal to 
its cash distributions, but not less than 1% of Net Income, with the 
balance allocated to the Limited Partners.

Net Income (Losses) allocated to the Limited Partners are allocated to 
individual limited partners based on the ratio of the daily weighted 
average partner's net capital account balance (after deducting related 
commission expense) to the total daily weighted average of the Limited 
Partners' net capital account balances.





                                      F-9
                   FIDELITY LEASING INCOME FUND VI, L.P.

                 NOTES TO FINANCIAL STATEMENTS (Continued)

4.  EQUIPMENT LEASED

Equipment on lease consists primarily of computer equipment under 
operating leases.  A majority of the equipment was manufactured by IBM.  
The lessees have agreements with the manufacturer to provide 
maintenance for the leased equipment.  The Fund's operating leases are 
for initial lease terms of 12 to 60 months.

In accordance with Generally Accepted Accounting Principles, the Fund 
writes down its rental equipment to its estimated net realizable value 
when the amounts are reasonably estimated and only recognizes gains 
upon actual sale of its rental equipment.  As a result, in 1996, 1995 
and 1994, approximately $419,000, $877,000 and $242,000, respectively 
was charged to write down of equipment to net realizable value.  Any 
future losses are dependent upon unanticipated technological 
developments affecting the computer equipment industry in subsequent 
years.

During the year ended December 31, 1996, the Fund leased 
equipment under the direct financing method in accordance with 
SFAS No. 13.  This method provides for recognition of income (the 
excess of the aggregate future rentals and estimated additional 
amounts recoverable upon expiration of the lease over the related 
equipment cost) over the life of the lease using the interest 
method.

The net investment in direct financing leases as of December 31, 1996 
is as follows:

        Net minimum lease payments to be received     $556,000
        Less unearned income                            53,000
        Add expected future residuals                     -   
                                                      ________
                                                      $503,000
                                                      ========

The future approximate minimum rentals to be received on noncancellable 
operating and direct financing leases as of December 31 are as follows:

                                                 Direct
                                Operating       Financing

          1997                  $3,213,000       $238,000
          1998                   1,412,000        238,000
          1999                     738,000         80,000
                                __________       ________
                                $5,363,000       $556,000
                                ==========       ========

Subsequent to December 31, 1996, the Fund purchased $2,024,611 of 
equipment subject to an operating lease with an initial lease 
term of 36 months.  The future approximate minimum rentals to be 
received on this noncancellable operating lease are $738,286, 
$681,495 and $624,704 in 1997, 1998 and 1999, respectively.

                                    F-10
                  FIDELITY LEASING INCOME FUND VI, L.P.

                NOTES TO FINANCIAL STATEMENTS (Continued)

5.  RELATED PARTY TRANSACTIONS

The General Partner receives 5% or 2% of rental payments on equipment 
under operating leases and full pay-out leases, respectively, for 
administrative and management services performed on behalf of the Fund.  
Full pay-out leases are noncancellable leases for which rental payments 
during the initial term are at least sufficient to recover the purchase 
price of the equipment, including acquisition fees.  This management 
fee is paid monthly only if and when the Limited Partners have received 
distributions for the period from January 1, 1990 through the end of 
the most recent quarter equal to a return for such period at a rate of 
12% per year on the aggregate amount paid for their units.

The General Partner may also receive up to 3% of the proceeds from the 
sale of the Fund's equipment for services and activities to be 
performed in connection with the disposition of equipment.  The payment 
of this sales fee is deferred until the Limited Partners have received 
cash distributions equal to the purchase price of their units plus a 
12% cumulative compounded Priority Return.  Based on current estimates, 
it is not expected that the Fund will be required to pay this sales fee 
to the General Partner.  As a result, $269,982 of sales fee accrued by 
the Fund in prior periods was recognized into income as part of the net 
gain on sale of equipment during the year ended December 31, 1996.

Additionally, the General Partner and its parent company are reimbursed 
by the Fund for certain costs of services and materials used by or for 
the Fund except those items covered by the above-mentioned fees.  
Following is a summary of fees and costs charged by the General Partner 
or its parent company during the years ended December 31:

                                 1996        1995        1994  
Management fee                 $206,765    $260,485    $299,259
Reimbursable costs              260,883     364,237     232,828

During 1996, the Fund maintained its checking and investment accounts 
in Jefferson Bank, a subsidiary of JeffBanks, Inc., in which the 
Chairman of Resource America, Inc. serves as a director.

Amounts due from related parties at December 31, 1996 and 1995 
represent monies due to the Fund from the General Partner and/or other 
affiliated funds for rentals and sales proceeds collected and not yet 
remitted the Fund.

Amounts due to related parties at December 31, 1996 and 1995 represent 
monies due to the General Partner for the fees and costs mentioned 
above, as well as, rentals and sales proceeds collected by the Fund on 
behalf of other affiliated funds.







                                    F-11

                   FIDELITY LEASING INCOME FUND VI, L.P.

                 NOTES TO FINANCIAL STATEMENTS (Continued)

6.  MAJOR CUSTOMERS

For the year ended December 31, 1996, two customers accounted for 
approximately 12% and 11% of the Fund's rental income.  For the year 
ended December 31, 1995, one customer generated approximately 17% 
of the Fund's rental income.  For the year ended December 31, 1994, one 
customer accounted for approximately 14% of the Fund's rental income.


7.  CASH DISTRIBUTIONS

Below is a summary of the cash distributions paid to partners during 
the years ended December 31:
<TABLE>
For the Quarter Ended          1996            1995          1994   
<CAPTION>
<S>                         <C>             <C>           <C>       
       March                $218,800        $1,256,951    $1,287,311
       June                  150,000         1,242,919     1,260,857
       September             150,000         1,240,099     1,257,735
       December              150,000           603,849     1,257,100
                            ________        __________    __________

                            $668,800        $4,343,818    $5,063,003
                            ========        ==========    ==========
</TABLE>
In addition, the General Partner declared a cash distribution of 
$50,000 in January 1997 and $25,000 in February 1997 for the months 
ended November 30 and December 31, 1996, respectively to all admitted 
partners as of November 30 and December 31, 1996.
























                              F-12