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
                          ------------------------------------------------------
                                              or

[     ] 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                           33-36376
                       ---------------------------------------------------------

                        ICON Cash Flow Partners L.P. Six
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                            13-3723089
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

              600 Mamaroneck Avenue, Harrison, New York 10528-1632
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code           (914) 698-0600
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:     None

         Title of each class                     Name of each exchange on
                                                 which registered



Securities registered pursuant to Section 12(g) of the Act:
     Units of Limited Partnership Interests, filed, pending effectiveness

--------------------------------------------------------------------------------
                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

        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.
                                                          [X] Yes       [  ] No

                                     Page 1

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

                                TABLE OF CONTENTS


Item                                                               Page

PART I

1.  Business                                                       3-4

2.  Properties                                                       4

3.  Legal Proceedings                                                5

4.  Submission of Matters to a Vote of Security Holders              5

PART II

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

6.  Selected Consolidated Financial and Operating Data             5-6

7.  General Partner's Discussion and Analysis of Financial
    Condition and Results of Operations                            6-8

8.  Consolidated Financial Statements and Supplementary Data      9-29

9.  Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure                             30

PART III

10. Directors and Executive Officers of the Registrant's
    General Partner                                              30-31

11. Executive Compensation                                          31

12. Security Ownership of Certain Beneficial Owners
    and Management                                                  32

13. Certain Relationships and Related Transactions                  32

PART IV

14. Exhibits, Reports and Amendments                                32

SIGNATURES                                                          33

                                     Page 2

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996


PART I

Item 1.  Business

General Development of Business

    ICON Cash Flow Partners L.P. Six (the  "Partnership")  was formed on July 8,
1993 as a Delaware  limited  partnership.  The  Partnership  commenced  business
operations on its initial  closing date,  March 31, 1994,  with the admission of
16,537.73 limited partnership units at $100 per unit representing  $1,653,773 of
capital  contributions.  Between April 1, 1994 and December 31, 1994, 111,166.37
additional units were admitted representing $11,116,637 of capital contributions
bringing the total admission to 127,704.10 units totaling $12,770,410 in capital
contributions.  Between  January 1, 1995 and November 8, 1995 (the final closing
date),  256,153.02 additional units were admitted,  bringing the final admission
to 383,857.12 units totaling $38,385,712 in capital contributions.  During 1995,
the  Partnership  redeemed 265 limited  partnership  units and during 1996,  the
Partnership  redeemed 728 limited  partnership  units  leaving  382,864  limited
partnership  units outstanding at December 31, 1996. The sole general partner is
ICON Capital Corp. (the "General Partner").

Narrative Description of Business

    The Partnership is an equipment leasing fund. The principal objective of the
Partnership is to obtain the maximum  economic  return from its  investments for
the benefit of its limited partners. To achieve this objective,  the Partnership
intends  to: (1)  acquire a  diversified  portfolio  of  short-term,  high-yield
investments;  (2) make monthly cash  distributions  to its limited partners from
cash from operations,  commencing with each limited  partner's  admission to the
Partnership,  continuing through the reinvestment  period, which period will end
no later than the eighth  anniversary  of the final closing date;  (3) re-invest
substantially  all  undistributed  cash from  operations  and cash from sales in
additional equipment and financing  transactions during the reinvestment period;
and (4) sell the Partnership's investments and distribute the cash from sales of
such  investments to its limited  partners within five and one-half to eight and
one-half years of the final closing date. In addition to acquiring equipment and
entering into leases, the Partnership will (1) acquire equipment already subject
to leases originated by affiliates and non-affiliated lessors and (2) enter into
financing  transactions,  which are (i) secured by the  equipment  financed  and
lease revenues therefrom (if any) and additional  collateral as deemed necessary
by the credit review committee of the General Partner, and (ii) evidenced by the
irrevocable obligation of the lessees.

    The equipment  leasing  industry is highly  competitive.  In initiating  its
leasing   transactions,   the  Partnership   competes  with  leasing  companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many  competitors  are  larger  than the  Partnership  and have  access  to more
favorable  financing.  Competitive  factors in the  equipment  leasing  business
primarily   involve   pricing  and  other  financial   arrangements,   equipment
remarketing capabilities and servicing of lessees.

    The  Partnership has no direct  employees.  The General Partner has full and
exclusive discretion in management and control of the Partnership.

                                     Page 3

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

Lease and Financing Transactions

    For the years ended  December 31, 1996 and 1995, the  Partnership  purchased
and leased or financed $45,524,755 and $100,227,485 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  44  and  36  months,
respectively.  At December 31, 1996, the weighted  average  initial  transaction
term of the portfolio was 45 months.  A summary of the portfolio  equipment cost
by category held at December 31, 1996 and 1995 is as follows:
<TABLE>

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

Category                             Cost         Percent               Cost          Percent

<S>                            <C>                 <C>            <C>                  <C>
Aircraft                       $   38,967,559      32.5%          $  19,371,603        18.4%
Computer systems                   21,569,899      17.9              17,507,061        16.6
Manufacturing & production         20,030,224      16.6              14,320,190        13.6
Printing                           17,627,457      14.6              22,072,974        21.0
Telecommunications                 14,206,442      11.8               1,970,243         1.9
Restaurant equipment                2,341,604       1.9               2,223,687         2.1
Furniture and fixtures              2,210,360       1.8               1,385,082         1.3
Medical                             1,208,070       1.0               1,161,372         1.0
Retail systems                        857,003        .7                 894,020          .8
Material handling                     396,668        .3              24,132,933        22.9
Video production                      240,023        .3                  94,324          .1
Automotive                            105,571        .1                  27,018          .1
Miscellaneous                         639,015        .5                 187,899          .1
                               --------------   -------           -------------     -------

                               $  120,399,895     100.0%          $ 105,348,406       100.0%
                               ==============     =====           =============       =====
</TABLE>

    The Partnership had two leases which individually  represented  greater than
10% of the total  portfolio  equipment cost at December 31, 1996. The leases are
for  aircraft  with  Airbus  Industrie  and  Alaska  Airlines,  Inc.,  and  they
represented 16.3% and 16.1%, respectively, of the total portfolio equipment cost
at December 31, 1996.

Item 2.  Properties

    The  Partnership  neither owns nor leases  office space or equipment for the
purpose of managing its day-to-day  affairs.  The General  Partner has exclusive
control over all aspects of the business of the Partnership, including providing
any necessary office space. As such, the General Partner will be compensated for
services  related to the  management  and  administration  of the  Partnership's
business.



                                     Page 4

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

Item 3.  Legal Proceedings

    The Partnership is not a party to any pending legal proceedings.

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

    No matters were  submitted to a vote of security  holders  during the fourth
quarter of 1996.

PART II

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

    The Partnership's limited partnership interest is not publicly traded nor is
there currently a market for the Partnership's  limited partnership units. It is
unlikely that any such market will develop.

                        Number of Equity Security Holders
 Title of Class               as of December 31,

                              1996         1995
                              ----         ----

Limited Partners             2,265        2,271
General Partner                  1            1

Item 6.  Selected Consolidated Financial and Operating Data

                                                         Year Ended December 31,
<TABLE>

                                                 1996           1995             1994

<S>                                     <C>                <C>              <C>
Total revenue                           $    9,576,756     $  6,729,913     $     203,858
                                        ==============     ============     =============

Net income (loss)                       $     (366,967)    $     76,068     $      70,890
                                        ==============     ============     =============

Net income (loss) allocable to
        limited partners                $     (363,297)    $     75,307     $      70,181
                                        ==============     ============     =============
Net income (loss) allocable
        to the General Partner          $       (3,670)    $        761     $         709
                                        ==============     ============     =============

Weighted average limited
        partnership units outstanding          383,196          260,453            31,755
                                        ==============     ============     =============

Net income (loss) per weighted
        average limited partnership unit$         (.95)    $        .29     $        2.21
                                        ==============     ============     =============

Distributions to limited partners       $    4,119,354     $  2,543,783     $     311,335
                                        ==============     ============     =============

Distribution to the General Partner     $       41,613     $     25,694     $       3,145
                                        ==============     ============     =============
</TABLE>

                                     Page 5

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

                                                           December 31,
<TABLE>

                                         1996           1995          1994          1993
                                         ----           ----          ----          ----

<S>                                 <C>            <C>            <C>            <C>
        Total assets                $ 81,805,142   $103,090,950   $ 14,381,964   $   417,328
                                    ============   ============   ============   ===========

        Partners' equity            $ 25,864,652   $ 30,446,813   $ 10,803,815   $     2,000
                                    ============   ============   ============   ===========
</TABLE>

    No operating  data is  presented  for 1993 since the  Partnership  commenced
operations on March 31, 1994,  the initial  closing date. The data presented for
1994 does not reflect a full year's operations.

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

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

    The Partnership's  portfolio consisted of net investments in finance leases,
operating leases, financings, leveraged leases and an equity investment in joint
venture of 65%,  23%, 9%, 3% and less than 1% of total  investments  at December
31,  1996,  respectively,  and  71%,  20%,  9%,  0% and  less  than 1% of  total
investments at December 31, 1995, respectively.

    For the years ended  December 31, 1996 and 1995, the  Partnership  leased or
financed   equipment  with  initial  costs  of  $45,524,755  and   $100,227,485,
respectively,  to 242 and 1,343 lessees or equipment  users,  respectively.  The
weighted  average initial  transaction  term for each year was 44 and 36 months,
respectively.

Results of Operations for the Years Ended December 31, 1996 and 1995

    Revenues for the year ended December 31, 1996 were $9,576,756,  representing
an increase of $2,846,843  from 1995. The increase in revenues was  attributable
to an increase  in finance  income of  $2,087,116  or 49%, an increase in rental
income of $402,101 or 20%,  an increase in net gain on sales or  remarketing  of
equipment of $230,941,  an increase in income from leveraged  leases of $139,810
and an increase in income from  equity  investment  in joint  venture of $954 or
17%. The increase in finance  income,  income from  leveraged  leases and rental
income  resulted  from the  increase  in the  average  size of the  finance  and
operating  lease  portfolios  from  1995 to  1996.  The net  gain  on  sales  or
remarketing  of equipment  increased  due to an increase in the number of leases
maturing,  and the underlying equipment being sold or remarketed,  for which the
proceeds  received  were  in  excess  of the  remaining  carrying  value  of the
equipment.

    Expenses for the year ended December 31, 1996 were $9,943,723,  representing
an increase of $3,289,878  from 1995. The increase in expenses was  attributable
to an  increase  in  interest  expense of  $1,326,911  or 44%,  an  increase  in
management  fees of $637,298 or 92%,  an  increase  in  amortization  of initial
direct  costs of $521,823  or 63%,  an  increase  in general and  administrative
expense of $297,235 or 83%, an increase in administrative expense reimbursements
of $260,805 or 68%, an increase in  depreciation  expense of $212,162 or 33% and
an increase in  provision  for bad debts of $180,000 or 32% from 1995.  Interest
expense  increased due to an increase in the average debt  outstanding from 1995
to 1996. Amortization of initial direct costs,  management fees,  administrative
expense  reimbursements and general and administrative  expense increased due to
an increase in the average size of the portfolio.  The increase in  depreciation
expense  resulted  from the  Partnership's  increased  investment  in  operating
leases.  A provision  for bad debts of $750,000  was required for the year ended
December 31, 1996 as a result of an analysis of  delinquency,  an  assessment of
credit risk and a review of historical loss experience.

                                     Page 6

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

    Net  (loss)  income  for the  years  ended  December  31,  1996 and 1995 was
($366,967) and $76,068, respectively. The net (loss) income per weighted average
limited  partnership  unit  outstanding  was  ($.95) and $.29 for 1996 and 1995,
respectively.

Results of Operations for the Years Ended December 31, 1995 and 1994

    The Partnership's portfolio consisted of a net investment in finance leases,
operating  leases,  financings and an equity investment in joint venture of 71%,
20%,  9%  and  less  than  1%  of  total   investments  at  December  31,  1995,
respectively, and 84%, 0%, 16% and less than 1% of total investments at December
31, 1994, respectively.

    For the years ended  December 31, 1995 and 1994, the  Partnership  leased or
financed   equipment  with  initial  costs  of   $100,227,485   and  $6,938,961,
respectively,  to 1,343 and 50 lessees or  equipment  users,  respectively.  The
weighted  average initial  transaction  term for each year was 36 and 52 months,
respectively.

    The  Partnership   commenced  operations  on  March  31,  1994.  Although  a
comparison  of results of  operations  and  liquidity  and capital  resources is
presented  for the years ended  December 31, 1995 and 1994,  the  comparison  is
predicated on the fact that the Partnership's related 1994 activity was minimal.

    Revenues for the year ended December 31, 1995 were $6,729,913,  representing
an increase of $6,526,055  from 1994. The increase in revenues was  attributable
to an increase in finance income of $4,141,392,  an increase in rental income of
$2,010,504, an increase in interest income and other of $262,205, an increase in
net gain on sales or remarketing of equipment of $107,733 and income from equity
investment in joint venture of $4,221. The increase in finance and rental income
resulted  from the  increase  in the average  size of the finance and  operating
lease  portfolios from 1994 to 1995.  Interest income and other increased due to
an increase in the average cash balance from 1994 to 1995. The net gain on sales
or remarketing of equipment increased due to an increase in the number of leases
maturing,  and the underlying equipment being sold or remarketed,  for which the
proceeds  received  were  in  excess  of the  remaining  carrying  value  of the
equipment.

    Expenses for the year ended December 31, 1995 were $6,653,845,  representing
an increase of $6,520,877  from 1994. The increase in expenses was  attributable
to an increase in interest expense of $3,001,491, an increase in amortization of
initial direct costs of $815,406, an increase in management fees of $687,269, an
increase in depreciation  expense of $636,487,  an increase in the provision for
bad debts of $506,500, an increase in administrative  expense  reimbursements of
$374,599,  an  increase in general and  administrative  expense of $321,356  and
minority  interest in joint venture of $177,769.  Interest expense increased due
to an increase in the average debt outstanding  from 1994 to 1995.  Amortization
of initial direct costs, management fees,  administrative expense reimbursements
and  general  and  administrative  expense  increased  due to an increase in the
average size of the portfolio.  The increase in  depreciation  expense  resulted
from the Partnership's increased investment in operating leases. A provision for
bad debts of $570,000  was  required  for the year ended  December 31, 1995 as a
result of an analysis of delinquency,  an assessment of credit risk and a review
of historical loss experience.

    Net income for the years  ended  December  31, 1995 and 1994 was $76,068 and
$70,890,  respectively.  The net income per weighted average limited partnership
unit outstanding was $.29 and $2.21 for 1995 and 1994, respectively.



                                     Page 7

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

Liquidity and Capital Resources

    The Partnership's  primary sources of funds for the years ended December 31,
1996, 1995 and 1994 were capital contributions, net of offering expenses, of $0,
$22,157,234  and  $11,046,405  from  limited  partners,  respectively,  net cash
provided by operations of  $9,923,936,  $8,776,203  and $439,913,  respectively,
proceeds from sales of equipment of $8,684,744  and $1,016,807 in 1996 and 1995,
respectively  and  proceeds  received  from  affiliated  minority  investors  of
$2,530,550 in 1995.  These funds were used to purchase  equipment,  to fund cash
distributions  and to make payments on borrowings.  The  Partnership  intends to
continue  to  purchase  additional  equipment  and to  fund  cash  distributions
utilizing cash provided by operations and proceeds from sales of equipment.

    The  Partnership  had  notes  payable  at  December  31,  1996  and  1995 of
$51,135,949 and $60,349,224,  respectively, as a result of borrowings secured by
equipment,  and  such  amounts  consisted  of  $38,641,653  and  $44,820,178  in
non-recourse  notes which are being paid directly to the lenders by the lessees,
respectively,  $360,023  and  $345,822 in  non-recourse  residual  value  notes,
respectively,  which will be paid to the extent proceeds are available in excess
of  the  Partnership's   estimated   unguaranteed   residuals,   $7,975,026  and
$15,183,224,  respectively, in non-recourse notes related to a securitization of
certain  Partnership  assets and $4,159,247 in notes payable  non-recourse as it
relates to a secured financing in 1996.

    Cash distributions to limited partners for the years ended December 31, 1996
and  1995,  which  were  paid  monthly,   totaled   $4,119,354  and  $2,543,783,
respectively,  of which $0 and $75,307 was investment  income and $4,119,354 and
$2,468,476 was a return of capital,  respectively.  The monthly  annualized cash
distribution  rate to  limited  partners  was  10.75%  in 1996,  of which 0% was
investment  income and  10.75%  was a return of  capital.  The  limited  partner
distribution  per weighted  average unit outstanding in 1996 and 1995 was $10.75
and $9.77, of which $0 and $.29 was investment income and $10.75 and $9.48 was a
return of capital, respectively.

     On March 11,  1997,  the  Partnership  and two  affiliates,  ICON Cash Flow
Partners,  L.P., Series D and ICON Cash Flow Partners L.P. Seven,  (collectively
"the Members"), contributed and assigned $6,712,631,  $8,671,773 and $6,582,150,
respectively,  in equipment lease and finance  receivables and residuals to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity  created by the
Members.  The Members received a 29.8%, 40.8% and 29.4% interest,  respectively,
in 1997-A based on the present value of their related contributions.  1997-A was
formed for the purpose of originating new leases,  managing existing contributed
assets  and,  eventually,  securitizing  its  portfolio.  In  order  to fund the
acquisition of new leases,  1997-A obtained a warehouse  borrowing facility from
Prudential Securities Credit Corporation (the "Facility").  Borrowings under the
Facility are based on the present value of the new leases,  provided that in the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding amounts
under the  Facility  bear  interest  equal to Libor  plus 1.5%.  Collections  of
receivables from new leases are used to pay down the Facility,  however,  in the
event of a default,  all of 1997-A's  assets are available to cure such default.
The net proceeds from the expected  securitization  of these assets will be used
to pay-off the remaining  Facility  balance and any  remaining  proceeds will be
distributed to the Members in accordance with their  membership  interests.  The
Partnership  will account for its  investment in 1997-A under the equity method.
The  investment  in 1997-A will be increased or decreased by its share of profit
or losses and decreased by any distributions received by 1997-A.

    As of December 31, 1996,  except as noted above,  there were no known trends
or demands,  commitments,  events or uncertainties  which are likely to have any
material  effect on  liquidity.  As cash is  realized  from  closing  of limited
partnership  units,   operations,   sales  of  equipment  and  borrowings,   the
Partnership  will continue to invest in equipment leases and financings where it
deems it to be  prudent  while  retaining  sufficient  cash to meet its  reserve
requirements and recurring obligations as they become due.

                                     Page 8

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

Item 8.  Consolidated Financial Statements and Supplementary Data


                   Index to Consolidated Financial Statements

                                                             Page Number

Independent Auditors' Report                                     11

Consolidated Balance Sheets as of December 31, 1996
  and 1995                                                       12

Consolidated Statements of Operations for the Years
  Ended December 31, 1996, 1995 and 1994                         13

Consolidated Statements of Changes in Partners'
  Equity for the Years Ended December 31, 1996,
  1995 and 1994                                               14-15

Consolidated Statements of Cash Flows for the Years
  Ended December 31, 1996, 1995 and 1994                      16-18

Notes to Consolidated Financial Statements                    19-27


                                     Page 9

                                     <PAGE>







                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                        Consolidated Financial Statements

                                December 31, 1996

                   (With Independent Auditors' Report Thereon)


                                     Page 10

                                     <PAGE>














                          INDEPENDENT AUDITORS' REPORT




The Partners
ICON Cash Flow Partners L.P. Six:

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners L.P. Six (a Delaware  limited  partnership) as of December 31, 1996 and
1995,  and  the  related  consolidated  statements  of  operations,  changes  in
partners'  equity and cash flows for each of the years in the three-year  period
ended  December  31,  1996.  These  consolidated  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated 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 consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners  L.P.  Six as of  December  31,  1996 and 1995,  and the results of its
operations  and its cash  flows for each of the years in the  three-year  period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles.









March 7, 1997
New York, New York

                                     Page 11

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>

                                                                 1996            1995
                                                                 ----            ----
       Assets

<S>                                                        <C>             <C>
Cash                                                       $  4,821,624    $  8,981,950
                                                           ------------    ------------

Investment in finance leases
   Minimum rents receivable                                  45,645,436      65,040,140
   Estimated unguaranteed residual values                    11,924,455      12,881,418
   Initial direct costs                                       1,624,309       1,674,324
   Unearned income                                           (9,073,073)    (12,707,193)
   Allowance for doubtful accounts                             (485,627)       (361,941)
                                                           ------------    ------------

                                                             49,635,500      66,526,748
Investment in operating leases
   Equipment, at cost                                        19,371,603      19,371,603
   Initial direct costs                                          47,945         335,613
   Accumulated depreciation                                  (1,485,136)       (636,487)
                                                           ------------    ------------
                                                             17,934,412      19,070,729
Investment in financings
   Receivables due in installments                            7,737,022       8,649,392
   Initial direct costs                                         138,928         182,965
   Unearned income                                           (1,165,426)     (1,204,544)
   Allowance for doubtful accounts                              (13,198)        (43,200)
                                                           ------------    ------------

                                                              6,697,326       7,584,613

Investment in leveraged lease                                 2,086,672              -
                                                           ------------    -----------

Other assets                                                    583,884         885,346
                                                           ------------    ------------

Equity investment in joint venture                               45,724          41,564
                                                           ------------    ------------

Total assets                                               $ 81,805,142    $103,090,950
                                                           ============    ============

       Liabilities and Partners' Equity

Notes payable - non-recourse                               $ 39,001,676    $ 45,166,000
Note payable - non-recourse - securitized                    12,134,273      15,183,224
Security deposits and deferred credits                        2,929,380         250,768
Minority interest in joint venture                              877,893       1,879,629
Accounts payable - other                                        753,769         448,418
Accounts payable - equipment                                    243,499       8,678,812
Accounts payable to General Partner
   and affiliates, net                                               -        1,037,286
                                                           ------------    ------------

                                                             55,940,490      72,644,137
Commitments and contingencies

Partners' equity (deficiency)
   General Partner                                              (71,652)        (26,369)
   Limited partners (382,864 and 383,592 units
     outstanding, $100 per unit original issue price
     in 1996 and 1995, respectively)                         25,936,304      30,473,182
                                                           ------------    ------------

     Total partners' equity                                  25,864,652      30,446,813
                                                           ------------    ------------

Total liabilities and partners' equity                     $ 81,805,142    $103,090,950
                                                           ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 12

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations

              For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>

                                                      1996               1995         1994
                                                      ----               ----         ----
Revenues

<S>                                            <C>               <C>              <C>
   Finance income                              $  6,326,899      $  4,239,783     $    98,391
   Rental income                                  2,412,605         2,010,504            -
   Interest income and other                        352,476           366,455          104,250
   Net gain on sales or remarketing of equipment    338,574           107,733            -
   Income from leveraged lease, net                 139,810                -             -
   Income from equity investment in
     joint venture                                    6,392             5,438          1,217
                                               ------------      ------------     ----------

   Total revenues                                 9,576,756         6,729,913          203,858
                                               ------------      ------------     ------------

Expenses

   Interest                                       4,330,544         3,003,633          2,142
   Amortization of initial direct costs           1,349,977           828,154          12,748
   Management fees - General Partner              1,333,394           696,096          8,827
   Depreciation                                     848,649           636,487            -
   Provision for bad debts                          750,000           570,000          63,500
   General and administrative                       657,470           360,235          38,879
   Administrative expense reimbursements
     - General Partner                              642,276           381,471          6,872
   Minority interest in joint venture                31,413           177,769             -
                                               ------------      ------------     ---------

   Total expenses                                 9,943,723         6,653,845          132,968
                                               ------------      ------------     ------------

Net income (loss)                              $   (366,967)     $     76,068     $    70,890
                                               ============      ============     ===========

Net income (loss) allocable to:
   Limited partners                            $   (363,297)     $     75,307     $    70,181
   General Partner                                   (3,670)              761            709
                                               ------------      ------------     ----------

                                               $   (366,967)     $     76,068     $    70,890
                                               ============      ============     ===========

Weighted average number of limited
   partnership units outstanding                    383,196           260,453          31,755
                                               ============      ============     ===========

Net income (loss) per weighted average
   limited partnership unit                    $       (.95)     $        .29     $     2.21
                                               ============      ============     ==========



</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 13

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>

                         Limited Partner Distributions

                           Return of      Investment           Limited      General
                            Capital         Income             Partners     Partner       Total
                          (Per weighted average unit)

<S>                          <C>            <C>                  <C>            <C>          <C>
Balance at
 December 31, 1993                                                1,000       1,000           2,000

Refund of initial
 limited partners'
 capital contribution                                            (1,000)          -          (1,000)

Proceeds from issuance
 of limited partnership
 units (127,704.10 units)                                    12,770,410           -      12,770,410

Sales and offering expenses                                  (1,724,005)          -      (1,724,005)

Cash distributions
 to partners               $   7.59       $  2.21              (311,335)     (3,145)       (314,480)

Net income                                                       70,181         709          70,890
                                                           ------------   ---------    ------------

Balance at
 December 31, 1994                                           10,805,251      (1,436)     10,803,815

Proceeds from issuance
 of limited partnership
 units (256,153.02 units)                                    25,615,302           -      25,615,302

Sales and offering expenses                                  (3,458,068)          -      (3,458,068)

Cash distributions
 to partners               $   9.48       $   .29            (2,543,783)    (25,694)     (2,569,477)

Limited partnership units
 redeemed (265 units)                                           (20,827)          -         (20,827)

Net income                                                       75,307         761          76,068
                                                           ------------   ---------    ------------

Balance at
 December 31, 1995                                           30,473,182     (26,369)     30,446,813



                                     Page 14

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

       Consolidated Statements of Changes in Partners' Equity (continued)

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

                          Limited Partner Distributions

                           Return of      Investment           Limited      General
                            Capital         Income             Partners     Partner       Total
                          (Per weighted average unit)

Cash distributions
 to partners               $  10.75       $     -            (4,119,354)    (41,613)     (4,160,967)



Limited partnership units
 redeemed (728 units)                                           (54,227)           -        (54,227)

Net loss                                                       (363,297)     (3,670)       (366,967)
                                                           ------------   ---------    ------------

Balance at
 December 31, 1996                                         $ 25,936,304   $ (71,652)   $ 25,864,652
                                                           ============   =========    ============


</TABLE>

























See accompanying notes to consolidated financial statements.

                                     Page 15

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Cash Flows

              For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>

                                                                     1996          1995       1994
                                                                     ----          ----       ----
Cash flows from operating activities:
<S>                                                           <C>           <C>           <C>
  Net income (loss)                                           $ (366,967)   $    76,068   $  70,890
                                                              ----------    -----------   ---------
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
     Depreciation                                                848,649        636,487           -
     Rental income - assigned operating lease receivables     (2,412,605)    (2,010,504)          -
     Finance income portion of receivables paid directly
       to lenders by lessees                                  (3,542,098)    (1,217,732)          -
     Amortization of initial direct costs                      1,349,977        828,154      12,748
     Allowance for doubtful accounts                             793,905        596,582      63,500
     Net gain on sales or remarketing of equipment              (338,574)      (107,733)          -
     Income from equity investment in joint venture               (6,392)        (5,438)     (1,217)
     Distribution from investment in joint venture                     -          2,392           -
     Interest expense on non-recourse financing
       paid directly by lessees                                3,123,670      1,829,401           -
     Interest expense accrued on non-recourse debt                     -         21,618           -
     Collection of principal - non-financed receivables        9,296,801      8,756,121     156,790
     Income from leveraged lease, net                           (139,810)           -             -
     Change in operating assets and liabilities:
        Other assets                                             300,775       (689,040)    (31,000)
        Security deposits and deferred credits                 2,678,612        249,843         925
        Minority interest in joint ventures                   (1,001,736)      (650,921)             -
        Accounts payable - other                                 305,351        332,840     115,578
        Accounts payable to General Partner and affiliates, net(1,037,286)      157,144      87,613
        Other, net                                                71,664        (29,079)    (35,914)
                                                              ----------    -----------   ---------

          Total adjustments                                   10,290,903      8,700,135     369,023
                                                              ----------    -----------   ---------

       Net cash provided by operating activities               9,923,936      8,776,203     439,913
                                                              ----------    -----------   ---------

Cash flows from investing activities:
  Proceeds from sales of equipment                             8,684,744      1,016,807           -
  Initial direct costs                                        (2,164,341)    (2,117,000)   (209,299)
  Equipment and receivables purchased                         (16,511,707)  (43,366,758)  (3,534,083)
  Investment in joint venture                                          -             -      (37,462)
                                                              ----------    -----------   ---------
        Net cash used in investing activities                 (9,991,304)   (44,466,951)  (3,780,844)
                                                              ----------    -----------   ----------

Cash flows from financing activities:
  Proceeds from recourse debt and non-recourse securitized debt5,941,893     33,151,416           -
  Proceeds from discounting receivables                        3,171,188             -            -
  Principal payments on recourse debt and non-recourse
    securitized debt                                          (8,990,845)   (17,968,192)          -
  Cash distributions to partners                              (4,160,967)    (2,569,477)   (314,480)
  Redemption of limited partnership units                        (54,227)       (20,827)          -

</TABLE>

                                     Page 16

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                Consolidated Statements of Cash Flows - Continued
<TABLE>

                                                                  1996         1995          1994
                                                                  ----         ----          ----
<S>                                                                <C>         <C>             <C>

  Issuance of limited partnership units,
    net of offering expenses                                        -       22,157,234     11,046,405
  Proceeds received from affiliated minority
    interest investors                                              -        2,530,550           -
  Refund of initial limited partner's capital contribution          -              -           (1,000)
                                                            ------------  ------------   ------------

        Net cash provided by (used in) financing activities   (4,092,958)   37,280,704     10,730,925
                                                            ------------  ------------   ------------

Net increase (decrease) in cash                               (4,160,326)    1,589,956      7,389,994

Cash at beginning of year                                      8,981,950     7,391,994          2,000
                                                            ------------  ------------   ------------

Cash at end of year                                         $  4,821,624  $  8,981,950   $  7,391,994
                                                            ============  ============   ============

</TABLE>































See accompanying notes to consolidated financial statements.

                                     Page 17

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

  For the years ended  December  31,  1996,  1995 and 1994  non-cash  activities
included the following:
<TABLE>

                                                                   1996          1995         1994
                                                                   ----          ----         ----

<S>                                                        <C>            <C>            <C>
     Non-recourse notes payable assumed in purchase price  $  36,569,439  $ 48,476,665   $  3,285,477
     Accounts payable-equipment                                       -      8,678,812        -
     Fair value of equipment and receivables purchased
       for debt and payables                                 (36,569,439)  (57,l55,477)    (3,285,477)

     Principal and interest on finance receivables
       paid directly to lenders by lessees                    13,819,924     4,585,638        -
     Rental income - assigned operating lease receivables      2,412,065     2,010,504        -
     Principal and interest on non-recourse financing
       paid directly by lessees                              (16,231,989)   (6,596,142)       -
                                                           -------------  ------------   -------------

                                                           $        -     $       -      $    -
                                                           =============  ============   =============
</TABLE>

     Interest  expense of $4,330,544,  $3,003,633 and $2,142 for the years ended
December 31, 1996, 1995 and 1994 consisted of: interest  expense on non-recourse
financing  accrued  or paid  directly  to  lenders  by  lessees  of  $3,149,069,
$1,851,019  and $0,  respectively,  interest  expense  on  non-recourse  secured
financing accrued or paid of $1,133,394,  $1,112,732 and $0,  respectively,  and
other interest of $48,081, $39,882 and $2,142, respectively.
























See accompanying notes to consolidated financial statements.

                                     Page 18

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

                                December 31, 1996

1.  Organization

    ICON Cash Flow Partners L.P. Six (the  "Partnership")  was formed on July 8,
1993 as a Delaware limited partnership with an initial capitalization of $2,000.
It was formed to acquire various types of equipment,  to lease such equipment to
third  parties  and,  to a  lesser  degree,  to  enter  into  secured  financing
transactions.  The  Partnership  commenced  business  operations  on its initial
closing date, March 31, 1994 and by its final closing in 1995,  383,857.12 units
had  been  admitted  into the  Partnership  with  aggregate  gross  proceeds  of
$38,385,712. During 1995, the Partnership redeemed 265 limited partnership units
and during 1996, the Partnership  redeemed 728 limited partnership units leaving
382,864 limited partnership units outstanding at December 31, 1996.

    The General  Partner of the  Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the  business  affairs  of the  Partnership's  equipment  leases  and  financing
transactions under a management agreement with the Partnership.

    ICON  Securities  Corp.,  an affiliate of the General  Partner,  received an
underwriting  commission on the gross proceeds of sales of all units.  The total
underwriting  compensation  paid  by  the  Partnership,  including  underwriting
commissions,   sales  commissions,   incentive  fees,  public  offering  expense
reimbursements  and due diligence  activities is limited to 13 1/2% of the gross
proceeds received from the sale of the units. Such offering expenses  aggregated
$5,182,073 (including $2,111,214 paid to the General Partner or its affiliates),
and were charged directly to limited partners' equity.

    Profits,  losses,  cash  distributions  and  disposition  proceeds  will  be
allocated 99% to the limited  partners and 1% to the General  Partner until each
limited  partner  has  received  cash  distributions  and  disposition  proceeds
sufficient  to reduce  its  adjusted  capital  contribution  account to zero and
receive, in addition,  other distributions and allocations which would provide a
10% per annum cumulative return,  compounded daily, on its outstanding  adjusted
capital  contribution  account.  After  such  time,  the  distributions  will be
allocated 90% to the limited partners and 10% to the General Partner.

2.  Significant Accounting Policies

    Basis  of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  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 disclosure 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.

    Leases - The  Partnership  accounts  for  owned  equipment  leased  to third
parties as finance leases,  leveraged  leases or operating  leases.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases and the related  unearned income.
Unearned income  represents the difference  between the sum of the minimum lease
payments receivable plus the estimated  unguaranteed  residual minus the cost of
the leased  equipment.  Unearned income is recognized as finance income over the
terms of the related leases using the interest  method.  The  Partnership's  net
investment in leveraged  leases  consists of minimum lease payments  receivable,
the estimated  unguaranteed residual values and the initial direct costs related
to the leases, net of the unearned income and principal and interest on the

                                     Page 19

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

related  non-recourse  debt.  Unearned  income  is  recognized  as  income  from
leveraged  leases over the life of the lease at a constant rate of return on the
positive net investment. For operating leases, equipment is recorded at cost and
is  depreciated  on the  straight-line  method  over  the  lease  terms to their
estimated  fair market values at lease  terminations.  Related lease rentals are
recognized  on the  straight-line  method  over  the  lease  terms.  Billed  and
uncollected operating lease receivables, net of allowance for doubtful accounts,
are  included  in other  assets.  Initial  direct  costs of  finance  leases and
leverage  leases are capitalized and are amortized over the terms of the related
leases using the interest  method.  Initial direct costs of operating leases are
capitalized and amortized on the straight-line  method over the lease terms. The
Partnership's  leases have terms  ranging from two to five years.  Each lease is
expected  to provide  aggregate  contractual  rents  that,  along with  residual
proceeds, return the Partnership's cost of its investments along with investment
income.

    Investment  in  Financings - Investment  in  financings  represent the gross
receivables  due from the financing of equipment  plus the initial  direct costs
related  thereto  less the  related  unearned  income.  The  unearned  income is
recognized as finance income,  and the initial direct costs are amortized,  over
the terms of the receivables using the interest method.  Financing  transactions
are supported by a written promissory note evidencing the obligation of the user
to repay the  principal,  together  with  interest,  which will be sufficient to
return the Partnership's  full cost associated with such financing  transaction,
together with some investment income.  Furthermore,  the repayment obligation is
collateralized  by a security  interest in the tangible or  intangible  personal
property.

    Disclosures  About  Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  The fair value of certain debt obligations are disclosed in Note 8
to the consolidated financial statements. Fair value information with respect to
the  Company's  assets and certain  non-recourse  notes  payable is not provided
because  (i) SFAS No. 107 does not require  disclosures  about the fair value of
lease arrangements, (ii) the carrying value of financial assets other than lease
related  investments  approximates market value and (iii) fair value information
concerning certain  non-recourse debt obligations is not practicable to estimate
without  incurring  excessive costs to obtain all the information  that would be
necessary to derive a market interest rate on a lease by lease basis.

    Equity Investment in Joint Venture - The Partnership accounts for its equity
investment in joint venture  under the equity method of  accounting.  Therefore,
the  Partnership's  original  investment was recorded at cost and is adjusted by
its share of earnings, losses and distributions thereafter.

    Redemption of Limited  Partnership  Units - The General Partner consented to
the  Partnership  redeeming  265 limited  partnership  units during 1995 and 728
limited  partnership  units during 1996.  The  redemption  amount was calculated
following the specified  redemption  formula in accordance  with the Partnership
agreement.   Redeemed   units  have  no  voting  rights  and  do  not  share  in
distributions. The Partnership agreement limits the number of units which can be
redeemed  in any one year  and  redeemed  units  may not be  reissued.  Redeemed
limited partnership units are accounted for as a deduction from partners equity.

    Allowance for Doubtful  Accounts - The  Partnership  records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful  accounts is based on an analysis of delinquency,  an assessment of
overall  risk and a review of  historical  loss  experience.  The  Partnership's
write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection experience.  An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.

    Impairment  of  Estimated  Residual  Values - In March 1995,  the  Financial
Accounting  Standards Board issued SFAS No. 121,  "Accounting for the Impairment
of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed  Of," which is
effective beginning in 1996.

                                     Page 20

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

    The  Partnership's  existing  policy with respect to impairment of estimated
residual values is to review,  on a quarterly  basis,  the carrying value of its
residuals on an individual asset basis to determine whether events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable and, therefore, an impairment loss should be recognized.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset has been  impaired are (i) the estimated  fair value of the  underlying
equipment is less than the  Partnership's  carrying  value or (ii) the lessee is
experiencing  financial  difficulties  and it does not  appear  likely  that the
estimated  proceeds from  disposition of the asset will be sufficient to satisfy
the  remaining  obligation  to the  non-recourse  lender  and the  Partnership's
residual  position.  Generally in the latter  situation,  the residual  position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental  payments  directly to the lender and the Partnership
does not recover its residual until the  non-recourse  note obligation is repaid
in full.

    The  Partnership  measures  its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized.

    As a result,  the  Partnership's  policy  with  respect to  measurement  and
recognition of an impairment loss  associated with estimated  residual values is
consistent  with  the  requirements  of  SFAS  No.  121  and,   therefore,   the
Partnership's  adoption of this  Statement  in the first  quarter of 1996 had no
material effect on the financial statements.

    Consolidation - The consolidated  financial  statements include the accounts
of the  Partnership,  its wholly owned  subsidiary,  ICON Six Corp.,  ICON Asset
Acquisition L.L.C. I and ICON Cash Flow L.L.C. II. All intercompany accounts and
transactions have been eliminated.

    Income Taxes - No provision  for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.

3.   Net Investment in Leveraged Lease

     During the year ended December 31, 1996, the partnership acquired,  subject
to a leveraged lease, the residual  interest in an aircraft.  The aircraft is an
Airbus A-300B4-203,  built in 1983. It is on lease with Airbus Industrie and has
a  remaining  lease  term of six and one half  years.  The  purchase  price  was
$19,595,956  consisting of $1,409,839 in cash and the assumption of non-recourse
senior debt of  $12,495,956  and  non-recourse  junior debt  ("junior  debt") of
$5,690,161.

The net  investment in the leveraged  lease as of December 31, 1996 consisted of
the following:

     Non-cancelable minimum rents receivable (net of principal and
       interest on non-recourse debt)                             $       -
     Estimated unguaranteed residual values                        4,000,000
     Initial direct costs                                            537,023
     Unearned income                                              (2,450,351)
                                                                  ----------
                                                                  $2,086,672

     Unearned income is recognized from the leveraged lease over the life of the
lease at a constant rate of return on the positive net investment.

                                     Page 21

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Non-cancelable  minimum annual amounts receivable relating to the leveraged
lease at December 31, 1996 are $23,274,651 and are due as follows:

                                1997               $  3,395,120
                                1998                  3,454,474
                                1999                  3,516,692
                                2000                  3,581,504
                                2001                  3,649,761
                                Thereafter            5,677,100
                                                   ------------
                                                   $ 23,274,651

     The  non-cancelable  rents are being paid  directly  to the  lenders by the
lessees to satisfy the principal and interest on the non-recourse debt assumed.

     Prior to the  acquisition,  the free cash  flow,  the rent in excess of the
senior debt payments, was financed by an affiliated partnership,  ICON Cash Flow
Partners,  L.P.,  Series E, (i.e.,  the junior debt).  On January 29, 1997,  the
Partnership re-financed the junior debt with a third party.

4.   Investment in Joint Ventures

     The  Partnership  Agreement  allows  the  Partnership  to  invest  in joint
ventures  with other  limited  partnerships  sponsored  by the  General  Partner
provided that the  investment  objectives of the joint  ventures are  consistent
with that of the Partnership.

     ICON Asset Acquisition LLC

     On February 3, 1995, the  Partnership  and two  affiliates,  ICON Cash Flow
Partners, L.P., Series B ("Series B"), and ICON Cash Flow Partners, L.P., Series
C ("Series C") formed ICON Asset  Acquisition  L.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring,  managing and  securitizing a portfolio
of leases. The Partnership, Series B and Series C contributed $8,700,000 (77.68%
interest),   $1,000,000  (8.93%  interest)  and  $1,500,000  (13.39%  interest),
respectively,  to  ICON  Asset  Acquisition  LLC.  ICON  Asset  Acquisition  LLC
established a warehouse line of credit with  ContiTrade  Services  Corp.  with a
maximum amount available of $20,000,000.

     On February 17, 1995,  ICON Asset  Acquisition  LLC  purchased  975 finance
leases from an existing  portfolio from First Sierra Financial,  Inc.  utilizing
$16,273,793 of proceeds from the warehouse line (See Consolidated  Statements of
Cash Flows - Proceeds from recourse debt - Financing activities), $10,857,427 in
cash contributions  received from the Partnership and affiliates and $723,046 in
cash adjustments at closing,  relating primarily to rents received by the seller
from lessees prior to closing and for the benefit of ICON Asset Acquisition LLC.
The  purchase  price of the  portfolio  totaled  $27,854,266  (See  Consolidated
Statements  of Cash Flows - Included in Equipment  and  receivables  purchased -
Investing  activities) and the underlying equipment consists of graphic arts and
printing  equipment.  The terms of the leases in this portfolio range from 12 to
72 months.  ICON Asset  Acquisition LLC acquired lease contracts which were less
than  60 days  delinquent,  and,  which  met the  Partnership's  overall  credit
underwriting  criteria.  The purchase  price of the portfolio was  determined by
discounting the future  contractual  cash flows.  All such leases are net leases
and  are  reported  and  accounted  for as  finance  leases.  The  Partnership's
consolidated  financial  statements  include  100% of the accounts of ICON Asset
Acquisition LLC with the affiliates'  share reflected as "Minority  interests in
joint ventures."

                                     Page 22

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     On September 5, 1995, ICON Asset Acquisition LLC securitized  substantially
all of its portfolio. Proceeds from the securitization were used to pay down its
existing line of credit and excess  proceeds  were  returned to the  Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America  ("Prudential")
is  treated  as the  lender to the  trust.  The  trustee  for the trust is Texas
Commerce Bank ("TCB").  In conjunction with this securitization the portfolio as
well as the General  Partner's  servicing  capabilities were rated "A" by Duff &
Phelps, a nationally recognized rating agency. The General Partner, as servicer,
is  responsible  for managing,  servicing,  reporting on and  administering  the
portfolio.  All monies  received  from the portfolio are remitted to TCB. TCB is
responsible  for disbursing to Prudential its respective  principal and interest
and to ICON Asset Acquisition LLC the excess of cash collected over debt service
from the portfolio.  ICON Asset  Acquisition LLC accounts for this investment as
an investment in finance leases and financings.  Prudential's  investment in the
trust is accounted  for as  non-recourse  debt on ICON Asset  Acquisition  LLC's
books and records.  All monies received and remitted to TCB from the securitized
portfolio  are  accounted  for as a  reduction  in  related  finance  lease  and
financing  receivables  and all amounts paid to  Prudential by TCB are accounted
for as a reduction of non-recourse debt.

     On January 28, 1997, the  Partnership  borrowed  $7,780,328  from ICON Cash
Flow Partners L.P.,  Series E, an affiliate of the Partnership.  This is a short
term note, which bears interest at the rate of 11% and is expected to be paid in
full by May 31, 1997. The Partnership  used the proceeds from the note to retire
the outstanding  balance on its note payable  non-recourse  securitization  with
TCB.

     ICON Cash Flow LLC I

     On September 21, 1994,  the  Partnership  and an affiliate,  ICON Cash Flow
Partners,  L.P.,  Series E ("Series E"), formed a joint venture,  ICON Cash Flow
Partners  L.L.C.  I ("ICON Cash Flow LLC I"), for the purpose of  acquiring  and
managing an aircraft currently on lease to Alaska Airlines, Inc. The aircraft is
a 1988  McDonnell  Douglas  MD- 83. The  Partnership  and  Series E  contributed
$37,682 (1%) and  $3,730,493  (99%) of the cash  required for such  acquisition,
respectively,  to ICON  Cash  Flow LLC I.  ICON  Cash  Flow LLC I  acquired  the
aircraft,  assuming  $17,003,454  in  non-recourse  debt  and the  contributions
received  from  the  Partnership  and  Series  E.  The  purchase  price  of  the
transaction totaled  $20,771,628.  The lease is an operating lease and the lease
term  expires  in March  1997.  Profits,  losses,  excess  cash and  disposition
proceeds  are  allocated  1% to  the  Partnership  and  99%  to  Series  E.  The
Partnership's  1%  investment  in ICON Cash Flow LLC I, which is  accounted  for
under the equity  method,  totaled  $41,564 at  December  31,  1996 and has been
reflected as "Equity  investment in joint  venture." The General Partner manages
and  controls the business  affairs of both the  Partnership  and Series E. As a
result of this common  control and the  Partnership's  ability to influence  the
activities  of the joint  venture,  the  Partnership's  investment  in the joint
venture  is  accounted  for  under  the  equity  method.  Information  as to the
financial  position and results of  operations of ICON Cash Flow LLC I as of and
for the years ended December 31, 1996 and 1995 are summarized below:

                                December 31, 1996   December 31, 1995

 Assets                            $ 18,442,590        $19,683,740
                                   ============        ===========

 Liabilities                       $ 13,870,214        $15,272,065
                                   ============        ===========

 Equity                            $  4,572,376        $ 4,411,675
                                   ============        ===========

                                     Year Ended         Year Ended
                                December 31, 1996   December 31, 1995

 Net income                        $   639,200         $  543,781
                                   ===========         ==========


                                     Page 23

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

    ICON Cash Flow LLC II

    On March  31,  1995,  the  Partnership  and an  affiliate,  ICON  Cash  Flow
Partners,  L.P.,  Series E ("Series E"), formed a joint venture,  ICON Cash Flow
Partners  L.L.C.  II ("ICON Cash Flow LLC II"), for the purpose of acquiring and
managing an aircraft currently on lease to Alaska Airlines, Inc. The aircraft is
a 1987  McDonnell  Douglas  MD-83.  The  Partnership  and  Series E  contributed
$3,024,450 (99%) and $30,550 (1%) (See  Consolidated  Statements of Cash Flows -
Included in Proceeds from minority interest investors - Financing activities) of
the cash required for such acquisition,  respectively, to ICON Cash Flow LLC II.
ICON  Cash  Flow  LLC  II  acquired  the  aircraft,   assuming   $16,315,997  in
non-recourse  debt  (See  Supplemental  Disclosures  of  Cash  Flow  Information
Included  in  Non-recourse  notes  payable  assumed in  purchase  price) and the
contributions  received from the Partnership and Series E. The purchase price of
the  transaction  totaled  $19,371,603.  The cash portion of the purchase  price
($3,055,000)  is  included  in the  Consolidated  Statements  of  Cash  Flows  -
Equipment  and  receivables  purchased  Investing  activities.  The  lease is an
operating  lease and the lease term  expires  in March  1997.  Profits,  losses,
excess cash and disposition proceeds are allocated 99% to the Partnership and 1%
to Series E. The Partnership's consolidated financial statements include 100% of
ICON Cash Flow LLC II.  Series E's  investment in ICON Cash Flow LLC II has been
reflected as "Minority interest in joint venture."

5.  Receivables Due in Installments

    Non-cancelable  minimum annual amounts due on finance leases, and financings
are as follows:

                             Finance
           Year               Leases           Financings            Total

           1997          $ 18,680,227       $ 2,778,240        $  21,458,467
           1998            12,504,819         2,266,560           14,771,379
           1999             7,787,382         1,537,970            9,325,352
           2000             5,234,755           790,959            6,025,714
           2001             1,158,168           363,293            1,521,461
           Thereafter         280,085                 -              280,085
                         ------------       -----------        -------------

                         $ 45,645,436       $ 7,737,022        $  53,382,458
                         ============       ===========        =============


                                     Page 24

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

6.  Investment in Operating Leases

    The  investment in operating  leases at December 31, 1996 and 1995 consisted
of the following:

                                                    1996              1995
                                                    ----              ----

Equipment cost, beginning of year               $ 19,371,603      $         -

Equipment purchased                                       -         19,371,603

Equipment sold                                            -                 -
                                                 -----------      ------------

Equipment cost, end of year                       19,371,603        19,371,603
                                                ------------      ------------

Accumulated depreciation,
  beginning of year                                 (636,487)                -

Depreciation                                        (848,649)         (636,487)

Equipment sold                                            -                  -
                                                 -----------      ------------

Accumulated depreciation, end of year             (1,485,136)         (636,487)
                                                ------------      ------------

Initial direct costs, net of accumulated
  amortization, end of year                           47,945           335,613
                                                ------------      ------------

Investment in operating leases, end of year     $ 17,934,412      $ 19,070,729
                                                ============      ============

                                     Page 25

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

7.  Allowance for Doubtful Accounts

    The allowance for doubtful  accounts  related to the  investments in finance
leases and financings consisted of the following:

                                  Finance
                                   Leases        Financings       Total

 Balance at December 31, 1993  $      -        $       -       $      -

 Charged to operations              41,300          22,200         63,500
                               -----------     -----------     ----------

 Balance at December 31, 1994       41,300          22,200         63,500

 Charged to operations             549,000          21,000        570,000

 Accounts written-off             (254,911)             -        (254,911)

 Recoveries on accounts
   previously written-off           26,552              -          26,552
                               -----------     -----------     ----------

 Balance at December 31, 1995      361,941          43,200        405,141

 Accounts written-off             (424,699)       (275,522)      (700,221)

 Recoveries on accounts
   previously written-off           43,905              -          43,905

 Provision                         750,000              -         750,000

 Transfer within accounts         (245,520)        245,520              -
                               -----------     -----------     ----------

 Balance at December 31, 1996  $   485,627     $    13,198     $  498,825
                               ===========     ===========     ==========

8.  Notes Payable

    On January 29, 1996, the Partnership  borrowed  $5,941,893 by pledging lease
receivables  and  granting a security  interest  in the related  collateral,  or
equipment,  of a  specific  group of  leases  and  financing  transactions.  The
borrowing  was  recorded as a  non-recourse  note payable  (securitized),  bears
interest at a fixed rate of 7.58%, and is payable only from receivable  proceeds
from the portfolio that has secured it.



                                     Page 26

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

    Notes  payable  non-recourse  consists of the  following:  (1) notes payable
non-recourse, which is being paid directly to the lenders by the lessees and (2)
notes  payable  non-recourse   securitized,   which  is  being  paid  down  from
collections on receivables from lease transactions. These notes bear interest at
rates ranging from 5.18% to 10.75% and mature as follows:

                          Notes Payable
                          Non-Recourse       Notes Payable
                          Securitized        Non-Recourse           Total

1997                      $   5,657,341     $   23,393,502      $  29,050,843
1998                          3,790,903          6,468,746         10,259,649
1999                          1,868,374          4,078,428          5,946,802
2000                            692,330          3,768,137          4,460,467
2001                            125,325            750,471            875,796
Thereafter                          -              542,392            542,392
                          -------------     --------------      -------------

                          $  12,134,273     $   39,001,676      $  51,135,949
                          =============     ==============      =============

    Included in the above are  $360,023  in notes  payable  non-recourse  due to
various third parties in  conjunction  with the purchase and assignment of lease
transactions.  The notes are  payable  only to the  extent  residual  values are
realized which are estimated to occur as follows:  $329,902,  $8,803 and $21,318
in 1997, 1998 and 1999, respectively.

    The fair value of the notes payable  non-recourse  securitized  approximates
the carrying value recorded in the consolidated financial statements.

9.  Related Party Transactions

    Fees and other  expenses paid or accrued by the  Partnership  to the General
Partner or its affiliates  for the years ended December 31, 1996,  1995 and 1994
are as follows:
<TABLE>

                                                 Charged to                  Charged to
                                                    Equity     Capitalized    Operations

<S>                                            <C>            <C>           <C>
 Organization and offering                     $   446,964    $      -      $       -
 Underwriting commissions                          255,408            -              -
 Acquisition fees                                       -        209,299             -
 Management fees                                        -             -          8,827
 Administrative expense reimbursements                  -             -          6,872
                                               -----------    ----------    ----------

 Year ended December 31, 1994                  $   702,372    $  209,299    $   15,699
                                               ===========    ==========    ==========

 Organization and offering                         896,536            -              -
 Underwriting commissions                          512,306            -              -
 Acquisition fees                                       -      2,819,689             -
 Management fees                                        -             -        696,096
 Administrative expense reimbursements                  -             -        381,471
                                               -----------    ----------    ----------

 Year ended December 31, 1995                  $ 1,408,842    $2,819,689    $1,077,567
                                               ===========    ==========    ==========

 Acquisition fees                                       -      1,361,045            -
 Management fees                                        -             -      1,333,394
 Administrative expense reimbursements                  -             -        642,276
                                               -----------    ----------    ----------

 Year ended December 31, 1996                  $        -     $1,361,045    $1,975,670
                                               ===========    ==========    ==========

</TABLE>


                                     Page 27

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

    The   Partnership  has  investments  in  three  joint  ventures  with  other
Partnerships  sponsored  by the  General  Partner  (See  Note  2 for  additional
information relating to the joint ventures).

    Prior to the Partnership  acquiring its investment in leveraged  leases (see
Note 3), the  related  free cash flow,  or the rent in excess of the senior debt
payments (i.e., the junior debt), was financed by ICON Cash Flow Partners, L.P.,
Series E, an affiliate of the Partnership.  On January 29, 1997, the Partnership
re-financed the junior debt with an unrelated third party.

10.  Subsidiary

    On December 27, 1994, the Partnership formed a wholly owned subsidiary, ICON
Six Corp.  , a  Massachusetts  corporation,  formed for the  purpose of managing
equipment  under  lease  located  in the state of  Massachusetts.  Massachusetts
partnerships are taxed on personal property at a higher rate than  corporations,
and therefore,  to mitigate such excess  property tax,  certain leases are being
managed  by  ICON  Six  Corp,  a  corporation.  The  Partnership's  consolidated
financial  statements  include  100% of the  accounts  of ICON Six  Corp.  As of
December 31, 1996, there was no federal tax liability for ICON Six Corp.

11. Commitments and Contingencies

    On March  11,  1997,  the  Partnership  and two  affiliates,  ICON Cash Flow
Partners,  L.P., Series D and ICON Cash Flow Partners L.P. Seven,  (collectively
"the Members"), contributed and assigned $6,712,631,  $8,671,773 and $6,582,150,
respectively,  in equipment lease and finance  receivables and residuals to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity  created by the
Members.  The Members received a 29.8%, 40.8% and 29.4% interest,  respectively,
in 1997-A based on the present value of their related contributions.  1997-A was
formed for the purpose of originating new leases,  managing existing contributed
assets  and,  eventually,  securitizing  its  portfolio.  In  order  to fund the
acquisition of new leases,  1997-A obtained a warehouse  borrowing facility from
Prudential Securities Credit Corporation (the "Facility").  Borrowings under the
Facility are based on the present value of the new leases,  provided that in the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding amounts
under the  Facility  bear  interest  equal to Libor  plus 1.5%.  Collections  of
receivables from new leases are used to pay down the Facility,  however,  in the
event of a default,  all of 1997-A's  assets are available to cure such default.
The net proceeds from the expected  securitization  of these assets will be used
to pay-off the remaining  Facility  balance and the  remaining  proceeds will be
distributed to the Members in accordance with their  membership  interests.  The
Partnership  will account for its  investment in 1997-A under the equity method.
The  investment  in 1997-A will be increased or decreased by its share of profit
or losses and decreased by any distributions received by 1997-A.

    The Partnership has entered into remarketing and residual sharing agreements
with third parties.  In connection  therewith,  remarketing or residual proceeds
received in excess of specified  amounts will be shared with these third parties
based on specified formulas. As of December 31, 1996 and 1995, respectively, the
Partnership has not made any payments pursuant to such agreements.

                                     Page 28

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

12.  Tax Information (Unaudited)

     The following table reconciles net income for financial  reporting purposes
to income for federal income tax purposes for the years ended December 31:
<TABLE>

                                                     1996               1995           1994
                                                     ----               ----           ----

<S>                                            <C>                <C>             <C>
Net income (loss) per financial statements     $  (366,967)       $   76,068      $    70,890

Differences due to:
  Direct finance leases                          6,193,772         4,517,101           77,839
  Depreciation                                  (2,375,964)       (2,493,537)        (144,449)
  Provision for losses                              40,999            20,000           63,500
  Loss on sale of equipment                     (3,118,755)          (12,645)             (91)
  Other                                           (947,139)          132,765            3,344
                                               -----------        ----------      -----------

Partnership income (loss) for
 federal income tax purposes                   $  (574,054)       $2,239,752      $    71,033
                                               ===========        ==========      ===========
</TABLE>

     As of December 31, 1996,  the partners'  capital  accounts  included in the
financial  statements  totaled  $25,864,652  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $33,013,774  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners' capital accounts for financial  reporting purposes but not for federal
income tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.

                                     Page 29

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None

PART III

Item 10.  Directors and Executive Officers of the Registrant's General Partner

    The General  Partner,  a Connecticut  corporation,  was formed in 1985.  The
General  Partner's  principal  offices  are  located at 600  Mamaroneck  Avenue,
Harrison,  New York 10528-1632,  and its telephone number is (914) 698-0600. The
officers of the General  Partner have  extensive  experience  with  transactions
involving the  acquisition,  leasing,  financing and  disposition  of equipment,
including  acquiring and disposing of equipment  subject to operating leases and
full payout leases.

    The  manager of the  Partnership's  business  is the  General  Partner.  The
General  Partner is engaged in a broad range of equipment  leasing and financing
activities.  Through  its  sales  representatives  and  through  various  broker
relationships  throughout the United States,  the General Partner offers a broad
range  of  equipment  leasing  services,   including  tax-oriented  leasing  and
financing.  In addition,  the General  Partner offers  financial  consulting and
placement  services  for  which  fees  are  earned  as a  result  of  successful
placements of various secured financings and mortgages.

    The  General  Partner  will  perform  certain  functions   relating  to  the
management  of the  equipment  of the  Partnership.  Such  services  include the
collection  of lease  payments  from the  lessees  of the  equipment,  releasing
services in connection  with  equipment  which is off-lease,  inspections of the
equipment,  liaison with and general  supervision  of lessees to assure that the
equipment is being properly operated and maintained,  supervision of maintenance
being performed by third parties, monitoring performance by the lessees of their
obligations under the leases and the payment of operating expenses.

    The officers and directors of the General Partner are as follows:

         Beaufort J.B. Clarke   President, Chief Executive Officer and Director

         Thomas W. Martin       Executive Vice President and Director

         Paul B. Weiss          Executive Vice President

         Gary N. Silverhardt    Vice President and Chief Financial Officer

         Neil A. Roberts        Director

         Tim Spring             Director

     Beaufort J. B. Clarke,  age 50, is President,  Chief Executive  Officer and
Director  of  both  the  General   Partner  and  ICON   Securities   Corp.  (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry.


                                     Page 30

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

     Thomas W. Martin,  age 42, is Executive  Vice President of both the General
Partner and the  Dealer-Manager.  Prior to his present position,  Mr. Martin was
the Executive  Vice  President  and Chief  Financial  Officer of Griffin  Equity
Partners,  Inc. Mr. Martin has over 12 years of senior management  experience in
the leasing business, particularly in the area of syndication.

    Paul B. Weiss,  age 36, is Executive Vice President of the General  Partner.
Mr. Weiss has been  exclusively  engaged in lease portfolio  acquisitions  since
1988 from his  affiliations  with Griffin  Equity  Partners (as  Executive  Vice
President and  co-founder in 1993);  Gemini  Financial  Holdings (as Senior Vice
President-Portfolio  Acquisitions  and a member of the executive  committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions).

     Gary N. Silverhardt,  age 36, is Vice President and Chief Financial Officer
of the General Partner.  He joined the General Partner in 1989. Prior to joining
the  General  Partner,  Mr.  Silverhardt  was  previously  employed by Coopers &
Lybrand from 1985 to 1989, most recently as an Audit Supervisor.  Prior to 1985,
Mr.  Silverhardt  was employed by Katz,  Schneeberg & Co. from 1983 to 1985. Mr.
Silverhardt  received a B.S. degree from the State University of New York at New
Paltz in 1983 and is a Certified Public Accountant.

    Neil A.  Roberts,  age 47, has been the  Managing  Director of Summit  Asset
Management  Limited,  a  subsidiary  of The Summit  Group PLC,  since 1991.  Mr.
Roberts has over 25 years of  experience  in the  leasing and finance  business,
including  positions with Kleinwort Benson Group, the United Kingdom  subsidiary
of Hongkong and Shanghai Banking Corporation and Chemical Bank.

    Timothy R. Spring,  age 39,  Commercial  Director of Summit Asset Management
Limited,  a subsidiary of The Summit Group PLC,  since 1991. Mr. Spring has over
13 years of leasing  experience  in the United  Kingdom.  He was formerly  Lease
Commercial  Director at Kleinwort Benson Group, the United Kingdom subsidiary of
Hongkong and Shanghai Banking Corporation and Chemical Bank.

Item 11.  Executive Compensation

    The  Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December, 31, 1996, 1995 and 1994.
<TABLE>

     Entity               Capacity      Type of Compensation           1996         1995        1994
     ------               --------      --------------------           ----         ----        ----
<S>                     <C>                <C>                        <C>           <C>          <C>

ICON Capital Corp.    General Partner   Organization and offering
                                          expenses                 $       -      $   896,536  $ 446,964
ICON Capital Corp.    Manager           Acquisition fees             1,361,045      2,819,689    209,299
ICON Capital Corp.    General Partner   Management fees              1,333,394        696,096      8,827
ICON Securities Corp. Dealer-Manager    Underwriting commissions            -         512,306    255,408
ICON Capital Corp.    General Partner   Administrative expense
                                          reimbursements               642,276        381,471      6,872
                                                                   -----------    -----------  ---------

                                                                   $ 3,336,715    $ 5,306,098  $ 927,370
                                                                   ===========    ===========  =========
</TABLE>


                                     Page 31

                                     <PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a) The Partnership is a limited  partnership and therefore does not have voting
    shares of stock. No person of record owns, or is known by the Partnership to
    own  beneficially,   more  than  5%  of  any  class  of  securities  of  the
    Partnership.

(b) As of March 7, 1997,  Directors  and Officers of the General  Partner do not
    own any equity securities of the Partnership.

(c) The General Partner owns the equity  securities of the Partnership set forth
in the following table:

        Title                    Amount Beneficially                   Percent
       of Class                         Owned                         of Class

    General Partner   Represents initially a 1% and potentially a        100%
      Interest        10% interest in the Partnership's income,
                      gain and loss deductions.

Item 13.  Certain Relationships and Related Transactions

    None other than those disclosed in Item 11 herein.

PART IV

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

(a) 1.  Financial Statements - See Part II, Item 8 hereof.

    2.  Financial Statement Schedule - None.

        Schedules  not  listed  above  have been  omitted  because  they are not
        applicable  or are not  required or the  information  required to be set
        forth therein is included in the Financial Statements or Notes thereto.

    3.  Exhibits - The following exhibits are incorporated herein by reference:

     (i)  Amended and Restated Agreement of Limited Partnership (Incorporated by
          reference  to Exhibit A to  Amendment  No. 2 to Form S-1  Registration
          Statement  No.   2-99858  filed  with  the   Securities  and  Exchange
          Commission on December 12, 1986).

     (ii) Certificate of Limited  Partnership of the  Partnership  (Incorporated
          herein by reference to Exhibit 3.01 to Form S-1 Registration Statement
          No.  2-99858  filed with the  Securities  and Exchange  Commission  on
          August 23,  1985 and to Exhibit  3.01 to  Amendment  No. 1 to Form S-1
          Registration  Statement  No.  2-99858  filed with the  Securities  and
          Exchange Commission on August 27, 1986).

     (iii)Form of Management  Agreement  between the  Partnership  and Crossgate
          Leasing,  Inc.  (Incorporated  herein by reference to Exhibit 10.01 to
          Amendment No. 1 to Form S-1  Registration  Statement No. 2-99858 filed
          with the Securities and Exchange Commission on August 27, 1986).

(b) Reports on Form 8-K

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

                                     Page 32

                                     <PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 1996


                                   SIGNATURES


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

                                   ICON CASH FLOW PARTNERS L.P. Six
                                   File No. 33-36376 (Registrant)
                                   By its General Partner, ICON Capital Corp.


Date: March 28, 1997               Beaufort J.B. Clarke
                                   ---------------------------------------------
                                   Beaufort J.B. Clarke
                                   President, Chief Executive Officer
                                     and Director

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 capacity and on the dates indicated.

ICON Capital Corp.
sole General Partner of the Registrant

Date: March 28, 1997               Beaufort J.B. Clarke
                                   ---------------------------------------------
                                   Beaufort J.B. Clarke
                                   President, Chief Executive Officer
                                     and Director


Date: March 28, 1997               Thomas W. Martin
                                   ---------------------------------------------
                                   Thomas W. Martin
                                   Executive Vice President and Director


Date: March 28, 1997               Gary N. Silverhardt
                                   ---------------------------------------------
                                   Gary N. Silverhardt
                                   Vice President and Chief Financial Officer


     Supplemental  Information  to be Furnished  With Reports Filed  Pursuant to
Section  15(d) of the Act by  Registrant  Which have not  Registered  Securities
Pursuant to Section 12 of the Act

No annual report or proxy material has been sent to security holders.  An annual
report will be sent to the limited  partners and a copy will be forwarded to the
Commission.

                                     Page 33

<PAGE>