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

For the fiscal year ended                      December 31, 2004
                          ------------------------------------------------------
                                                    or

     [ ]  Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 [Fee Required]

Commission File Number                            0-28136
                       ---------------------------------------------------------

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

                  Delaware                                     13-4006824
--------------------------------------------         ---------------------------
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification Number)

             100 Fifth Avenue, 10th floor, New York, New York  10011
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code         (212) 418-4700
                                                   -----------------------------

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

Securities  registered  pursuant to Section  12(g) of the Act:  Units of limited
partnership interests

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 934 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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X] Yes [ ] No

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last day of the registrant's most recently  completed second fiscal quarter:
Not applicable. There is no established market for the units of the registrant.

<PAGE>


                                Table of Contents



<TABLE>
<CAPTION>


Item

PART I

<S>                                                                                  <C>
1.  Business                                                                          3

2.  Properties                                                                        4

3.  Legal Proceedings                                                                 4

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

PART II

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

6.  Selected Financial Data                                                           6

7.  General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                           7-14

7A. Qualitative and Quantitative Disclosures About Market Risk                       15

8.  Financial Statements                                                          16-35

9.  Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure                                            36

9A. Controls and Procedures                                                          36

9B. Other Information                                                                36

PART III

10. Directors and Executive Officers of the Registrant's Manager                  37-38

11. Executive Compensation                                                           39

12. Security Ownership of Certain Beneficial Owners and Management                   39

13. Certain Relationships and Related Transactions                                   39

14. Principal Accountant Fees and Services                                           39

PART IV

15. Exhibits, Financial Statement and Schedules                                      40

SIGNATURES                                                                           41

    Certifications                                                                42-45

</TABLE>



                                       2
<PAGE>




                                     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. When used in this report, the terms "we"
"us" and "our" refers to the Partnership.

     Our maximum offering was $120,000,000 and we commenced business  operations
on our 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  November 8, 1995 (the final  closing
date),  367,319.39  additional units were admitted  representing  $36,731,939 of
capital   contributions   bringing  the  total  admission  to  383,857.12  units
aggregating  $38,385,712  in capital  contributions.  From 1995 through 2004, we
redeemed  6,098.65  limited   partnership  units  leaving   377,758.47   limited
partnership units outstanding at December 31, 2004.

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

     Segment Information

     We have only one  operating  segment:  the  business  of  owning  equipment
subject to leases with companies that we believe to be creditworthy.

     Narrative Description of Business

     We are an equipment leasing income fund. Our principal investment objective
is to obtain the maximum economic return from our investments for the benefit of
our  partners.  To achieve this  objective we have:  (i) acquired a  diversified
portfolio  of  leases  and  financing  transactions;   (ii)  made  monthly  cash
distributions  to our partners  commencing with each partner's  admission to the
Partnership, continuing through the reinvestment period, which ended on November
10, 2000, (iii) re-invested substantially all undistributed cash from operations
and  cash  from  sales  of  equipment  and  financing  transactions  during  the
reinvestment  period;  and (iv) are selling our investments and distributing the
cash  from  sales  of such  investments  to our  partners  after  the end of the
reinvestment period, which is the disposition period.

     Our reinvestment period ended November 10, 2000, and the disposition period
began immediately thereafter. During the disposition period, we will continue to
distribute  substantially all  distributable  cash from operations and equipment
sales to the partners and continue the orderly termination of our operations and
affairs.  We have  and  will  not  invest  in any  additional  finance  or lease
transactions during the disposition period.

     At  December  31,  2004 and 2003,  we had total  assets of  $9,751,921  and
$11,534,680,  respectively.  During the year ended  December 31, 2004, our total
revenue was $1,077,843, which was derived from one lease which accounted for 97%
of our rental  income.  We incurred a net loss for the year ended  December  31,
2004 of $998,444.  For the year ended  December 31, 2003,  our total revenue was
$1,135,294,  which was derived  from two leases which  accounted  for 95% of our
rental  income.  We incurred a net loss for the year ended  December 31, 2003 of
$3,109,672.  For the year  ended  December  31,  2002,  our  total  revenue  was
$4,835,007  which was derived  from two leases  which  accounted  for 86% of our
rental  income.  We incurred net income for the year ended  December 31, 2002 of
$114,894.

     We have no direct  employees.  The General  Partner has full and  exclusive
control over our management and operations.


                                       3
<PAGE>

     Our Competition

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions for acquisition,  we compete 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 us and have greater financial resources than we do.

     Lease Transactions

     For the years ended December 31, 2004,  2003 and 2002 we did not finance or
purchase any new equipment.

     During January 2005 our lease, and the related  non-recourse  note payable,
for a McDonnell Douglas MD-83 Aircraft (the "Aircraft") with Aerovias de Mexico,
S.A. de C.V.  ("Aeromexico")  expired.  The lessee has  continued to operate the
Aircraft and has made monthly  rental  payments in accordance  with the terms of
the expired  lease.  The lender has a security  interest in the  Aircraft and an
assignment of the rental  payments under the lease so the payments being made by
the lessee are used to pay amounts due under the  non-recourse  note payable due
January 2005. We are currently  negotiating to transfer title of the Aircraft to
the lender in payment of the balance of the outstanding  non-recourse  debt. The
outstanding  balance  of the  non-recourse  debt  secured by this  Aircraft  was
$9,339,699 at December 31, 2004.

     Available Information

     Our Annual  Reports on Form 10-K and our most recent  Quarterly  Reports on
Form 10-Q and amendments to those reports,  if any, are available free of charge
on our  internet  website at  http://www.iconcapital.com  as soon as  reasonably
practicable after such reports are electronically filed with or furnished to the
Securities and Exchange Commission.  The information contained on our website is
not deemed to be part of this Annual Report on Form 10-K.  This  information  is
also  available  on  the  Securities  and  Exchange   Commission's  website,  at
http://www.sec.gov.

Item 2. Properties

     We neither  own nor lease  office  space or any other real  property in our
business at the present time.

Item 3. Legal Proceedings

     In the ordinary  course of conducting  our  business,  there may be certain
claims,  suits,  and complaints  filed against us. In the opinion of management,
the  outcome of such  matters,  if any,  will not have a material  impact on our
consolidated  financial  position or results of  operations.  No material  legal
proceedings are currently pending against us or against any of our assets.

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 2004.



                                       4
<PAGE>

                                     PART II

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

     Our  limited  partnership  units  are  not  publicly  traded  nor is  there
currently a market for our limited  partnership  units.  It is unlikely that any
such market will develop.

                                               Number of Equity Security Holders
               Title of Class                         as of March 15, 2005
------------------------------------           ---------------------------------
               General Partner                                 1
              Limited Partners                             2,278

     We do not,  in the normal  course of  business,  pay  dividends.  We do pay
monthly  distributions  to our partners  beginning  with their  admission to the
Partnership  through  the  termination  of the  reinvestment  period,  which was
November 10, 2000. For the years ended December 31, 2004, 2003 and 2002, we paid
distributions  to  our  limited  partners  totaling  $314,487,   $2,417,343  and
$2,462,627,  respectively. For the years ended December 31, 2004, 2003 and 2002,
we paid  distributions  to our  general  partner  totaling  $3,177,  $24,418 and
$24,875, respectively.

     Our  reinvestment  period ended November 10, 2000.  During the  disposition
period, we have and will continue to distribute  substantially all distributable
cash from  operations and equipment  sales to the partners and begin the orderly
termination of its  operations  and affairs.  We have not and will not invest in
any additional new finance or lease transactions during the disposition period.

     In order for National  Association of Securities  Dealers  ("NASD") members
and their  associated  persons to have  participated in the offering and sale of
interests  in limited  partnership  units (the  "Units")  pursuant to the fourth
offering or to participate in any future  offering of our Units, we are required
pursuant to NASD Rule  2710(c)(6) to disclose in each annual report  distributed
to our limited  partners a per unit estimated value of our Units,  the method by
which we  developed  the  estimated  value  and the  date  used to  develop  the
estimated value. In addition, our General Partner must prepare annual statements
of our estimated Unit values to assist  fiduciaries of retirement  plans subject
to the annual reporting  requirements of the Employee Retirement Income Security
Act ("ERISA") in the  preparation of their reports  relating to an investment in
our Units. For these purposes,  the estimated value of our Units is deemed to be
$0.94 per Unit at September 30, 2004.

     This  estimate  was based on the  amount of  remaining  undiscounted  lease
payments on our existing  leases,  the booked  estimated  residual values of the
equipment held by us upon the  termination of those leases and our cash on hand.
From this amount we then subtracted our total debt  outstanding and then divided
that sum by the total  number of Units  outstanding.  This  valuation  was based
solely on the General  Partner's  perception of market  conditions and the types
and amounts of our assets. No independent valuation was sought.  However, as set
forth below, there is no significant public trading market for our Units at this
time,  and there can be no assurance  that limited  partners could receive $0.94
per Unit if such a market did exist and they sold their  Units or that they will
be able to receive  such  amount for their Units in the  future.  The  foregoing
valuation was performed solely for the ERISA and NASD purposes  described above.
There  is no  market  for our  Units,  and,  accordingly,  this  value  does not
represent an estimate of the amount a limited  partner  would receive if he were
to seek to sell his  Units.  Furthermore,  there can be no  assurance  as to the
amount we may actually  receive if and when we seek to  liquidate  our assets or
the amount of lease payments and equipment disposition proceeds we will actually
receive over our  remaining  term.  Our limited  partnership  interests  are not
publicly  traded nor is there  currently  a market for our  limited  partnership
units. It is unlikely that any such market will develop.


                                       5
<PAGE>


Item 6. Selected Financial Data

     The selected  financial data should be read together with the  consolidated
financial  statements and related notes included in Item 8, Financial Statements
and Supplemental Data contained elsewhere in this report.


<TABLE>
<CAPTION>


                                                                 Year Ended December 31,
                                                           ------------------------------------
                                                    2004         2003         2002          2001          2000
                                                    -----        ----         -----         ----          ----

<S>                                           <C>             <C>           <C>         <C>           <C>
Total revenue                                 $   1,077,843  $  1,135,294   $ 4,835,007  $ 4,724,024    $  5,893,091
                                              =============  ============   ===========  ===========    ============
Net (loss) income (a)                         $    (998,444) $ (3,109,672)  $   114,894  $  (348,138)   $  2,289,451
                                              =============  ============   ===========  ===========    ============
Net (loss) income allocable
  to limited partners (a)                     $    (988,460) $ (3,078,575)  $   113,745  $  (344,657)   $  2,266,556
                                              =============  ============   ===========  ===========    ============
Net (loss) income allocable
  to general partner (a)                      $      (9,984) $    (31,097)  $     1,149  $    (3,481)   $     22,895
                                              =============  ============   ===========  ===========    ============

Weighted average number of limited
  partnership units outstanding                     377,758       377,790       378,278      378,288         378,383
                                              =============  ============   ===========  ===========    ============
Net (loss) income per weighted average
  limited partnership unit (a)                $       (2.62) $      (8.15)  $      0.30  $     (0.91)   $       5.99
                                              =============  ============   ===========  ===========    ============

Distributions to limited partners             $     314,487  $  2,417,343   $ 2,462,627  $ 3,488,143    $  3,858,906
                                              =============  ============   ===========  ===========    ============
Distributions per weighted average
  limited partner unit                        $        0.83  $       6.40   $      6.51  $      9.22    $     10.20
                                              =============  ============   ===========  ===========    ===========
Distributions to the general partner          $       3,177  $     24,418   $    24,875  $    35,204    $    38,995
                                              =============  ============   ===========  ===========    ===========

(a) During the year ended  December  31,  2003 we recorded  an  impairment  loss
provision of $1,500,000 or $3.75 per weighted average limited partnership unit.

</TABLE>


<TABLE>
<CAPTION>

                                                            December 31,
                                                   -----------------------------
                               2004              2003           2002              2001               2000
                               -----            -----           ----             ------              -----

<S>                         <C>              <C>               <C>              <C>               <C>
 Total assets               $9,751,921       $11,534,680       $17,096,062      $26,589,619       $36,337,813
                            ==========       ===========       ===========      ===========       ===========
 Notes payable              $9,339,699       $ 9,043,249       $ 9,190,418      $15,596,106       $21,194,679
                            ==========       ===========       ==========       ===========       ===========
 Partners' equity           $  220,456       $ 1,536,564       $ 7,089,371      $ 9,463,279       $13,334,764
                            ==========       ===========       ==========       ===========       ===========

</TABLE>

                                       6
<PAGE>
Item 7. General  Partner's  Discussion  and Analysis of Financial  Condition and
Results of Operations

Forward-Looking  Information  - Certain  statements  within  this  document  may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995.  These  statements are identified by
words  such  as  "anticipate,"   "believe,"   "estimate,"  "expects,"  "intend,"
"predict" or "project" and similar  expressions.  This  information  may involve
risks and  uncertainties  that could cause actual  results to differ  materially
from the forward-looking  statements. We believe that the expectations reflected
in such  forward-looking  statements are based on reasonable  assumptions.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially  from those  projected.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations   could  differ   materially  from  historical   results  or  current
expectations.  Some of these risks are  discussed in this  report,  and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by  competitors  and  industry  overcapacity;   changing  customer  demands  for
aircraft; acts of terrorism;  unsettled political conditions,  war, civil unrest
and governmental  actions,  and environmental and labor laws. Our actual results
could  differ  materially  from  those   anticipated  by  such   forward-looking
statements due to a number of factors,  some of which may be beyond our control,
including, without limitation:

     o    changes in our industry, interest rates or the general economy;

     o    the degree and nature of our competition;

     o    availability of qualified personnel;

     o    cash  flows from  operating  activities  may be less than our  current
          level of expenses and debt obligations;  o the financial  condition of
          lessees; and o lessee defaults.

     a. Overview

     We are an  equipment  leasing  business  formed on July 8, 1993 which began
active  operations on November 12, 1993. We primarily  engage in the business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment leases were acquired for cash and provided current cash flow, which we
refer to as "income"  leases.  The majority of the  purchase  price of our other
equipment  leases was borrowed,  so these leases  generated little or no current
cash flow  because  substantially  all of the rental  payments  received  from a
lessee were paid to a lender.  For these "growth" leases, we anticipate that the
future  value of the  leased  equipment  will  exceed  the cash  portion  of the
purchase  price paid for the  equipment.  We are  currently  in our  disposition
period,  wherein we are  seeking to sell our  assets in the  ordinary  course of
business.

     Capital Resources and Liquidity

     We  invested  most of the net  proceeds  from  our  offering  in  items  of
equipment  subject to a lease.  After the net offering  proceeds were  invested,
additional  investments  were  made  with the cash  generated  from our  initial
investments  to the extent that the cash was not needed for  expenses,  reserves
and distributions to investors.  The investment in additional  equipment in this
manner  is called  "reinvestment."  After the  "reinvestment  period,"  we began
selling our assets in the ordinary course of business during a time frame called
the "disposition  period." If we believe it would benefit  investors to reinvest
our cash flow in equipment during the disposition  period,  we may do so, but we
will not receive any additional fees in connection with such reinvestments.

     Our  current  portfolio,  which we own  directly or through  joint  venture
investments with affiliates, consists primarily of the following:

         Air Transportation Industry

     o    A 99% interest in one  McDonnell  Douglas  MD-83  aircraft  subject to
          lease with Aerovias de Mexico,  S.A. de C.V.  ("Aeromexico")  with the
          base term expiring  January 2005.  The purchase price for the aircraft
          was  $18,878,699,  consisting  of our pro rata share of  $3,055,000 of
          cash and the  assumption of our pro rata share of the  $15,823,699  in
          non-recourse debt.

         Chemical Industry

     o    We  have a 25%  interest  in a  sodium  chlorate  production  facility
          subject to lease with EKA  Chemicals,  Inc.  The lease will  expire on
          July  2006,  at which  time  title in the  equipment  will pass to EKA
          Chemicals,  Inc. Our contribution to the purchase price was $1,402,960
          of cash and $526,499 in non-recourse debt.

                                       7
<PAGE>

     Substantially all of our recurring  operating cash flows are generated from
the  operations of the  single-investor  leases in our  portfolio.  On a monthly
basis,  we deduct  the  expenses  related  to the  recurring  operations  of the
portfolio  from such revenues and assess the amount of the remaining  cash flows
that will be required to fund known  re-leasing  costs and equipment  management
costs.  Any  residual   operating  cash  flows  are  considered   available  for
distribution  to the  investors  and are paid monthly (up until the  disposition
period).

     Portfolio Activity

     Aeromexico

     The McDonnell  Douglas MD-83  aircraft on lease to Aeromexico is subject to
non-recourse  debt with FINOVA,  bearing interest at 11.83% annually.  Given the
current  market for  aircraft,  the rent the lessee pays does not cover the loan
payments,  resulting in negative principal amortization.  The net effect is that
it is highly unlikely,  given the debt and aircraft market, that we will be in a
position to realize  residual  proceeds on this  aircraft.  Accordingly,  we are
currently discussing with FINOVA the possibility of selling the aircraft back to
FINOVA in satisfaction of the outstanding non-recourse debt balance.

     Sodium Chlorate Production Facility

     This facility is currently on a one dollar buy out lease to EKA  Chemicals,
Inc. We expect to receive three more semi-annual  rental payments during January
2005, July 2005 and January 2006 for a total of $558,750.

     Portland Gas & Electric

     We have a .5025%  interest in a joint  venture  which owns a coal  handling
facility on lease to Portland General Electric. This lease has been extended and
is currently  scheduled to expire on January 23, 2010,  at which time the lessee
has the option to renew for another 15 years.  On May 6, 2004, the joint venture
refinanced the non-recourse  debt related to this asset for $11,193,368 which is
due on January 23, 2010 and  accrues  interest at 3.65% per year.  We received a
distribution  of $36,406 from the excess proceeds of the  renegotiated  debt. We
are currently having negotiations with PGE for the purchase of the coal handling
facility from the joint venture and completion of the sale is anticipated during
2005.

     Economic and Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
United States of America's  economy as well as the equipment  leasing  industry,
some of which are discussed below.

     United States Economy

     The economy of the United States of America  appears to be recovering,  and
the leasing  industry's  outlook for the foreseeable  future is encouraging.  We
foresee an  increase  in capital  spending by  corporations  through  2007 which
should increase the pool of available leases,  and to that end, we believe there
will be more  opportunities  in this market.  Nonetheless,  a key obstacle still
facing the leasing  industry is the  continued  low interest  rate  environment,
which reduces  leasing  volume  inasmuch as customers are more prone to purchase
than lease.  Other factors which may negatively  affect the leasing industry are
the  proposed  legal and  regulatory  changes  that may affect tax  benefits  of
leasing and the  continued  misperception  by potential  lessees,  stemming from
Enron,  WorldCom and others,  that  leasing  should not play a central role as a
financing alternative.  However, as economic growth continues and interest rates
inevitably  begin to rise over time,  we are  optimistic  that more lessees will
return to the marketplace.

     Chemical Manufacturing Industry

     EKA Chemicals,  Inc. is the world's  largest  producer of sodium  chlorate,
which is an integral part of the bleaching  process for wood pulp.  EKA has nine
manufacturing  plants  throughout the United States of America as well as plants
in Brazil,  Canada,  Chile,  Finland,  France, Norway and Sweden. In general the
industries that use wood pulp; paper, paperboard and pulp products are expecting
the first half of 2005 to be  positive  and demand for these  products to remain
strong throughout 2005.

                                       8
<PAGE>

     Air Transportation Industry

     The aircraft  leasing industry has been on the downside of a business cycle
and continues to remain there.  This has resulted in depressed  sales prices for
assets such as our aircraft interests. It does not appear that the industry will
recover  significantly  in the very near future with the recent increases in the
price of gasoline and the fare wars within the air transportation  industry.  We
are optimistic that a recovery will occur within two to three years.  However, a
further  weakening of the industry  could cause the proceeds  realized  from the
future sale of our aircraft to be even less than suggested by recent appraisals.

     Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require the Manager to make
difficult and subjective  judgments  regarding  uncertainties,  and as a result,
such estimates may significantly  impact our financial results. The precision of
these  estimates  and the  likelihood  of future  changes  depend on a number of
underlying  variables and a range of possible outcomes.  We applied our critical
accounting   policies  and  estimation  methods   consistently  in  all  periods
presented.  We consider the following  accounting policies to be critical to our
business:

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

     Lease Classification and Revenue Recognition

     The equipment we lease to third  parties is classified  either as a finance
lease, a leveraged lease, or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related  lease for both a finance  lease and a leveraged  lease.
For an operating  lease, the initial direct costs are included as a component of
the cost of the equipment and depreciated.

     For finance leases, we record, at lease inception,  the total minimum lease
payments receivable from the lessee, the estimated  unguaranteed  residual value
of the equipment at lease  termination,  the initial direct costs related to the
lease 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 ratably over the term of the lease.

     For leveraged leases, we record, at lease inception,  our net investment in
the equipment  which  consists of the minimum  lease  payments  receivable,  the
estimated  unguaranteed residual value of the equipment at lease termination and
the initial  direct costs related to the lease,  net of the unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as income over the life of the lease at a constant rate of return on
the positive net investment.

     For operating leases, income is recorded as rental income and is recognized
on the straight line method over the lease term.

     Our General  Partner has an  Investment  Committee  that  approves each new
equipment  acquisition.  As part of their  process they  determine  the residual
value to be used once the acquisition has been approved.  The factors considered
in  determining  the  residual  value  include,  but are  not  limited  to,  the
creditworthiness   of  the  potential  lessee,   the  type  of  equipment  being
considered, how the equipment is integrated into the potential lessees business,
the length of the lease and  industry in which the  potential  lessee  operates.
Residual  values  are  reviewed  in  accordance  with our  policy to review  all
significant assets in our portfolio.

                                       9
<PAGE>

     Asset Impairments

     The significant assets in our asset portfolio are periodically reviewed, at
least  annually,  by  management,  to  determine  whether  events or  changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable.  Management uses qualified third party  appraisers to assist in the
review  process.  An impairment  loss shall be  recognized  only if the carrying
amount of a long-lived  asset is not  recoverable and exceeds its fair value. In
such  circumstances,  we will estimate the future cash flows  (undiscounted  and
without interest  charges)  expected to result from the use of the asset and its
eventual disposition.  Future cash flows are the future cash inflows expected to
be  generated by an asset less the future  outflows  expected to be necessary to
obtain  those  inflows.  An  impairment  loss shall be measured as the amount by
which the carrying amount of a long-lived asset exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation to the  non-recourse  lender and our residual  position in the asset.
Generally in the latter  situation,  the residual  position relates to equipment
subject to third party notes payable  non-recourse where the lessee remits their
rental  payments  directly  to the lender  and we do not  recover  our  residual
position until the note payable non-recourse is repaid in full.

     Depreciation

     We record  depreciation  expense on  equipment  classified  as an operating
lease.  In order to calculate  depreciation,  we first determine the depreciable
equipment cost,  which is the cost less estimated  residual value. The estimated
residual  value  is  our  estimate  of  the  value  of the  equipment  at  lease
termination.  The estimated residual value is reviewed annually,  by management,
to  determine  whether an  impairment  charge may be required.  Management  uses
qualified third party  appraisers to assist in the review process.  Depreciation
expense is recorded ratably over the term of the related lease.

     New Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

                                       10
<PAGE>

b. Results of Operations for the Years Ended December 31, 2004 ("2004") and 2003
("2003")

         Revenue for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                        2004                  2003           Change
                                                        ----                  ----           ------

<S>                                                  <C>               <C>              <C>
Total revenue                                        $     1,077,843   $     1,135,294    $      (57,451)
                                                     ===============   ===============    ==============

Rental income                                        $       926,002   $     1,076,686    $     (150,684)
Finance income                                       $        39,307   $        43,095    $       (3,788)
Net gain (loss) on sales of equipment                $      (121,565)  $      (263,552)   $      141,987
Income (loss) from investments in joint ventures     $        40,567   $       (74,009)   $      114,576
Interest income                                      $         9,386   $            55    $        9,331
Other income                                         $       184,146   $       353,019    $    (168,873)

</TABLE>

     Revenues  for 2004  decreased by $57,451,  or 5%, as compared to 2003.  The
decrease  in rental  income was due to  equipment  on lease to  National  Steel,
previously held as investments in operating leases, which was sold at the end of
2003.  During 2004, we terminated leases and incurred a smaller loss on sales of
equipment  than  when  we did in  2003.  The  increase  in  income  (loss)  from
investments  in  joint  ventures  is due  primarily  to the  dissolution  of our
investment  in AIC Trust.  Other income for the year ended  December 31, 2004 of
$184,146  relates to  management's  revised  estimate  that certain  liabilities
relating to  previously  terminated  leases were no longer valid at December 31,
2004.  Other  income  for the year  ended  December  31,  2003 of  $353,019,  is
comprised of the following; $160,883 of a residual note payable that was written
down to our estimate of the current  balance due,  $136,283  relating to a legal
settlement  for a lease,  which was  terminated  in December  2002,  and $55,903
relating  to  our  revised  estimated  that  certain  liabilities   relating  to
previously terminated leases were no longer valid at December 31, 2003.

Expenses for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                                 ------------------------------------------------
                                                    2004             2003             Change
                                                   -----             ----             -------

<S>                                         <C>                <C>                <C>
Total expenses                              $      2,076,287   $      4,244,966   $   (2,168,679)
                                            ================   =================  ===============

Depreciation                                $        715,005   $      1,430,010   $     (715,005)
Impairment loss provision                   $             -    $      1,500,000   $   (1,500,000)
Interest                                    $      1,196,450   $      1,105,218   $       91,232
General and administrative                  $        125,609   $        298,305   $     (172,696)
Management fees - General Partner           $         35,156   $        106,843   $      (71,687)
Administrative expense reimbursements -
General Partner                             $         14,130   $         39,635   $      (25,505)
Amortization of initial direct costs        $             -    $            706   $         (706)
Reversal of provision for bad debts         $             -    $       (204,018)  $      204,018
Minority interest                           $        (10,063)  $        (31,733)  $       21,670

</TABLE>

     Expenses for 2004 decreased by $2,168,679,  or 51%, over 2003. The decrease
in  expenses  is a result of overall  reduced  fund  activity.  The  decrease in
depreciation is due to management's decision to discontinue  depreciation on the
Aeromexico  aircraft  at  July  1,  2004  due  to  the  value  of  the  aircraft
approximating  its fair value at that time.  The decrease in impairment  loss is
due to an  impairment  charge on the  Aeromexico  aircraft in 2003 which was not
deemed  necessary in 2004. The decrease in general and  administrative  expenses
was primarily due to a reduction in professional fees due to the above mentioned
reduction in fund activity. The provision for bad debts reversal in 2003 was due
to management's review of the allowance for doubtful accounts and the conclusion
that the  allowance  was  overstated  at that time.  No such reversal was deemed
necessary in 2004.

     Net Loss

     As a  result  of the  foregoing  factors,  net  loss in 2004  and  2003 was
$998,444 and $3,109,672,  respectively. The net loss per weighted average number
of limited  partnership units outstanding was $2.62 and $8.15 for 2004 and 2003,
respectively.

                                       11
<PAGE>
c. Results of Operations for the Years Ended December 31, 2003 ("2003") and 2002
("2002")

Revenue for 2003 and 2002 are summarized as follows:
<TABLE>
<CAPTION>
                                                                           Years Ended December 31,
                                                                 --------------------------------------------
                                                               2003                  2002             Change
                                                              ------                -----             -------

<S>                                                    <C>                   <C>                 <C>
Total revenue                                          $         1,135,294   $       4,835,007   $   (3,699,713)
                                                       ===================   ==================  ===============

Rental income                                          $         1,076,686   $       3,093,545   $   (2,016,859)
Finance income                                         $            43,095   $         446,985   $     (403,890)
Net gain (loss) on sales of equipment                  $          (263,552)  $       1,153,371   $   (1,416,923)
Income (loss) from investments in joint ventures       $           (74,009)  $         139,346   $     (213,355)
Interest income                                        $                55   $           1,760   $       (1,705)
Other income                                           $           353,019   $              -    $      353,019

</TABLE>

     Revenues for 2003 decreased by $3,699,713, or 77%, as compared to 2002. The
decrease in rental  income was due  primarily  to the  expiration  of  operating
leases and the  subsequent  sale of the  underlying  equipment.  Finance  income
decreased  due to the  reduction  in  the  average  size  of the  finance  lease
portfolio.  Net gain  (loss) on sales of  equipment  decreased  from a gain to a
loss. Income (loss) from investments in joint ventures  decreased from income to
a loss. Other income  increased due to both a one-time  adjustment for a revised
estimate of  residual  notes  outstanding  and a loss  recovery on a  terminated
lease, for which there were no corresponding amounts in 2002.

Expenses for 2003 and 2002 are summarized as follows:

<TABLE>
<CAPTION>

                                                                      Years Ended December 31,
                                                                 ---------------------------------
                                                           2003                  2002              Change
                                                           ----                  ----              ------

<S>                                              <C>                     <C>                <C>
Total expenses                                   $           4,244,966   $      4,720,113   $        (475,147)
                                                 =====================   ================   ==================

Depreciation                                     $           1,430,010   $      2,073,803   $        (643,793)
Impairment loss provision                        $           1,500,000   $             -    $       1,500,000
Interest                                         $           1,105,218   $      1,604,884   $        (499,666)
General and administrative                       $             298,305   $        577,829   $        (279,524)
Management fees - General Partner                $             106,843   $        320,138   $        (213,295)
Administrative expense reimbursements -
  General Partner                                $              39,635   $        142,061   $        (102,426)
Amortization of initial direct costs             $                 706   $          4,857   $          (4,151)
Reversal of provision for bad debts              $            (204,018)  $             -    $        (204,018)
Minority interest                                $             (31,733)  $         (3,459)  $         (28,274)

</TABLE>

     Expenses for 2003 decreased by $475,147, or 10%, over 2002. The decrease in
depreciation  was due to the  expiration of operating  leases and the subsequent
sale of the underlying  equipment.  The increase in impairment loss is due to an
impairment  charge on the  Aeromexico  aircraft  in 2003  which  was not  deemed
necessary in 2002. The decrease in interest is due to a reduction in the average
debt outstanding  from 2002 to 2003. The decrease in general and  administrative
expenses was primarily due to a reduction in professional fees. The decreases in
management fees - General Partner and  administrative  expense  reimbursements -
General  Partner  were a result  of the  reduction  in the  average  size of the
Partnership's  lease  portfolio.  The provision  for bad debts  decreased due to
management's  review of the allowance for doubtful  accounts and the  conclusion
that the  allowance  was  overstated  at that time.  No such reversal was deemed
necessary in 2002.

     Net Loss

     As a result of the  foregoing  factors,  net (loss) income in 2003 and 2002
was $(3,109,672) and $114,894,  respectively. The net (loss) income per weighted
average number of limited partnership units outstanding was $(8.15) and $.30 for
2003 and 2002, respectively.

                                       12
<PAGE>

     d.   Liquidity and Capital Resources

     Sources of Cash

     We believe that with the cash we have currently available,  from cash being
generated  from our  leases,  distributions  from our joint  ventures  and sales
proceeds,   we  have  sufficient  cash  to  continue  our  operations  into  the
foreseeable  future. We satisfied our payable to affiliates with rental payments
and expect to satisfy  other  obligations  and pay other  expenses  with  future
rental payments and sales proceeds.

     Our  primary  source  of funds  in 2004  and  2003  was from  distributions
received from joint ventures of $452,140 and $379,779, respectively. In 2003, we
also realized proceeds of $953,841 from sales of equipment.

     Our primary cash  outflows  were cash  distributions  to partners.  We made
distributions  to limited  partners for the years ended December 31, 2004,  2003
and  2002  of  $314,487,  $2,417,343  and  $2,462,627,   respectively.  We  made
distributions to the General Partner for the years ended December 31, 2004, 2003
and 2002 of $3,177, $24,418, and $24,875, respectively.

     For the years ended  December 31, 2004,  2003,  and 2002, we had cash flows
provided  by  (used  in)  operations  of  $203,117,   $447,350  and  $(510,914),
respectively.  For  additional  information,  please  refer to our  consolidated
statements  of  cash  flows  located  in  Item  8,   Financial   Statements  and
Supplementary Data.

     Financings and Borrowings

     At December 31, 2004, we are a party to non-recourse debt. The lender has a
security  interest  in  equipment  relating  to  the  non-recourse  debt  and an
assignment of the rental payments under the lease. If the lessee were to default
on the  non-recourse  debt the  equipment  would be  returned  to the  lender in
extinguishment  of the  non-recourse  debt.  For a discussion  of the  aggregate
maturities  of our  non-  recourse  debt  refer  to  Note 5 in our  consolidated
financial  statements located in Item 8, Financial  Statements and Supplementary
Data.

     We have  not made any  recourse  borrowings,  and we do not plan to rely on
financing to meet our current cash needs.

     Distributions

     Our  reinvestment  period ended on November 10, 2000,  and the  disposition
period commenced. During the disposition period we will distribute substantially
all  distributable  cash from operations and equipment sales to the partners and
will continue the orderly termination of our operations and affairs. We have not
and will not invest in any additional finance or lease  transactions  during the
disposition  period.  As a result of our entering into the  disposition  period,
future monthly  distributions are expected to fluctuate  depending on the amount
of asset sale and re-lease proceeds generated during the period.

We do not, in the normal course of business,  pay  dividends.  We do pay monthly
distributions to our partners  beginning with their admission to the Partnership
through the termination of the reinvestment period, which was November 10, 2000.
For the years ended  December 31, 2004 and 2003,  we paid  distributions  to our
limited partners totaling $314,487 and $2,417,343,  respectively.  For the years
ended December 31, 2004 and 2003, we paid  distributions  to our general partner
totaling $3,177 and $24,418, respectively.

                                       13
<PAGE>

     Commitments

     At  December  31,  2004 we are a party to  non-recourse  debt that  expired
during January 2005.  The lender has a security  interest in the Aircraft and an
assignment of the rental  payments  under the lease.  Payments are being made by
the lessee directly to the lender on the non-recourse  debt that was due January
2005.  We are  currently  negotiating  to transfer  title of the Aircraft to the
lender for the  outstanding  balance of the  non-recourse  debt. At December 31,
2004 we had an outstanding balance of $9,339,699.

     Risks and Uncertainties

     At December  31, 2004,  except as noted above in the  Overview  section and
listed below,  and to the best of our  knowledge,  there were no known trends or
demands,  commitments,  events  or  uncertainties  which  are  likely  to have a
material effect on our liquidity.

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including but not limited to, the following:

     o    The market for aircraft is currently depressed due to an overabundance
          of aircraft on the market  resulting from the overall  downturn in the
          aviation  industry  following the events of September 11, 2001.  While
          the market for these  aircraft is cyclical,  there can be no assurance
          that the  market  will  recover.  Failure  of the  market  to  recover
          significantly may result in our inability to realize our investment in
          the residuals of the aircraft in our portfolio.

     o    Our operations are subject to the  jurisdiction of a number of federal
          agencies,   including  the  Federal   Aviation   Administration.   New
          regulatory rulings may negatively impact our financial results and the
          economic value of our assets.

     e.  Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy  experiences  significant rates of inflation,  however, it could
affect us in a number of ways. We do not  currently  have or expect to have rent
escalation  clauses tied to inflation in our leases.  The  anticipated  residual
values  to be  realized  upon the  sale or  re-lease  of  equipment  upon  lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.


                                       14
<PAGE>

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
includes changes in interest rates and the demand for equipment (and the related
residuals)  owned  by us.  We  believe  to the  best of our  knowledge  that our
exposure to other market risks,  including  foreign currency exchange rate risk,
commodity risk and equity price risk, are  insignificant,  at this time, to both
our financial position and our results of operations.

     In general, we manage our exposure to interest rate risk by obtaining fixed
rate  debt.  The fixed  rate debt is  structured  so as to match the cash  flows
required  to  service  the  debt  to  the  payment   streams  under  fixed  rate
receivables.   The  payments  under  leases  are  assigned  to  the  lenders  in
satisfaction  of the debt. We may finance  leases with a floating  interest rate
and we are therefore exposed to interest rate risk until fixed rate financing is
arranged.

                                       15
<PAGE>


<TABLE>
<CAPTION>

Item 8.  Financial Statements and Supplementary Data

<S>                                                                             <C>
Index to Financial Statements

Report of Independent Registered Public Accounting Firm                            17

Consolidated Balance Sheets at December 31, 2004 and 2003                        18-19

Consolidated Statements of Operations for the Years Ended
   December 31, 2004, 2003 and 2002                                               20

Consolidated Statement of Changes in Partners' Equity for the Years Ended
   December 31, 2002, 2003 and 2004                                               21

Consolidated Statements of Cash Flows for the Years Ended
   December 31, 2004, 2003 and 2002                                             22-23

Notes to Consolidated Financial Statements                                      24-35

</TABLE>


                                       16
<PAGE>

The Partners
ICON Cash Flow Partners L.P. Six


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners  L.P.  Six (a Delaware  limited  partnership)  and  subsidiaries  as of
December  31,  2004  and  2003  and  the  related  consolidated   statements  of
operations,  changes  in  partners'  equity and cash flows for each of the three
years in the period  ended  December  31,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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 and  subsidiaries  as of December  31, 2004 and 2003 and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2004 in  conformity  with  accounting  principles
generally accepted in the United States of America.


As discussed in Note 1, the Partnership's reinvestment period ended November 11,
2000 and its disposition  period  commenced.  During the disposition  period the
Partnership will distribute substantially all distributable cash from operations
and  equipment  sales to the partners and begin the orderly  termination  of its
operations and affairs.


/s/ Hays & Company LLP


March 12, 2005
New York, New York

                                       17
<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,

                                     ASSETS


                                                    2004             2003
                                                   -----             -----

  Cash and cash equivalents                    $       34,167    $       44,339
                                               --------------    --------------

  Investments in finance leases:
    Minimum rents receivable                          563,313           383,486
    Estimated unguaranteed residual values                 -            649,909
    Unearned income                                    (2,967)           (9,700)
    Allowance for doubtful accounts                        -            (93,679)
                                              ---------------    ---------------

       Net investment in finance leases               560,346           930,016
                                              ---------------    --------------

  Investments in operating leases:
    Equipment, at cost                             17,714,798        17,886,854
    Accumulated depreciation                       (8,668,859)       (8,049,110)
                                              ----------------   --------------

       Net investments in operating leases          9,045,939         9,837,744
                                              ---------------    --------------

 Investments in joint ventures                         86,524           595,464
  Other assets, net                                    24,945           127,117
                                              ---------------    --------------

       Total assets                           $     9,751,921    $   11,534,680
                                              ===============    ==============





See accompanying notes to consolidated financial statements.


                                       18
<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,

                        LIABILITIES AND PARTNERS' EQUITY


<TABLE>
<CAPTION>


                                                                   2004          2003
                                                                   -----         -----

<S>                                                        <C>               <C>
     Note payable - non-recourse and accrued interest      $    9,339,699    $     9,043,249
     Security deposits and deferred credits                         7,337            161,243
     Accounts payable and accrued expenses                          7,613            242,988
     Due to affiliates, net                                       150,000            513,757
     Minority interest                                             26,816             36,879
                                                           --------------    ---------------

 Total liabilities                                              9,531,465          9,998,116
                                                           --------------    ---------------

     Commitments and Contingencies

     Partners' equity:
       General Partner                                           (325,480)          (312,319)
       Limited Partners (377,758.47 units outstanding,
          $100 per share original issue price)                    545,936          1,848,883
                                                           --------------   ----------------

       Total partners' equity                                     220,456          1,536,564
                                                           --------------   ----------------

      Total liabilities and partners' equity               $    9,751,921   $     11,534,680
                                                           ==============    ===============

</TABLE>








See accompanying notes to consolidated financial statements.


                                       19
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Operations
                            Years Ended December 31,



<TABLE>
<CAPTION>

                                                                 2004                2003              2002
                                                                ------               -----            -----
<S>                                                       <C>                  <C>               <C>
 Revenue:
   Rental income                                          $           926,002   $     1,076,686   $    3,093,545
   Finance income                                                      39,307            43,095          446,985
   Net (loss) gain on sales of equipment                             (121,565)          (263,552)       1,153,371
   Income (loss) from investments in joint ventures                    40,567           (74,009)         139,346
   Interest income                                                      9,386                55            1,760
   Other income                                                       184,146            353,019              -
                                                         -------------------   ----------------- --------------

      Total revenue                                                 1,077,843         1,135,294        4,835,007
                                                         --------------------  ----------------  ---------------

 Expenses:
   Depreciation                                                       715,005         1,430,010        2,073,803
   Impairment loss provision                                               -          1,500,000              -
   Interest                                                         1,196,450         1,105,218        1,604,884
   General and administrative                                         125,609           298,305          577,829
   Management fees - General Partner                                   35,156           106,843          320,138
   Administrative expense reimbursements - General partner             14,130            39,635          142,061
   Amortization of initial direct costs                                    -                706            4,857
   Reversal of provision for bad debts                                     -           (204,018)             -
   Minority interest                                                  (10,063)          (31,733)          (3,459)
                                                         --------------------- ----------------- ----------------

      Total expenses                                                2,076,287         4,244,966        4,720,113
                                                         ====================  ================  ===============

 Net (loss) income                                        $          (998,444)  $    (3,109,672)  $      114,894
                                                          ====================  ================  ==============

 Net (loss) income allocable to:
   Limited partners                                       $          (988,460)  $    (3,078,575)  $      113,745
   General Partner                                                     (9,984)          (31,097)           1,149
                                                         --------------------- ----------------- ---------------

                                                          $          (998,444)  $    (3,109,672)  $      114,894
                                                          ====================  ================ ===============

 Weighted average number of
   limited partnership units outstanding                              377,758           377,790          378,278
                                                          ===================  ================  ===============

 Net (loss) income per weighted average
   limited partnership unit                               $             (2.62)  $         (8.15)  $         0.30
                                                          ===================   ================  ===============


</TABLE>


See accompanying notes to consolidated financial statements.



                                       20
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
              Consolidated Statement of Changes in Partners' Equity
                  Years Ended December 31, 2002, 2003 and 2004


<TABLE>
<CAPTION>


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

<S>                                        <C>         <C>              <C>             <C>           <C>
Balance at January 1, 2002                                              $    9,696,357   $ (233,078)  $       9,463,279

 Limited partnership units
   redeemed (30 units)                                                          (1,300)        -                 (1,300)
 Cash distributions to partners            $      6.21  $        0.30       (2,462,627)     (24,875)         (2,487,502)
 Net income                                                                    113,745        1,149             114,894
                                                                        --------------   ----------   -----------------

Balance, December 31, 2002                                                   7,346,175     (256,804)          7,089,371

 Limited partnership units
   redeemed (500 units)                                                         (1,374)        -                 (1,374)
 Cash distributions to partners            $      6.40  $        -          (2,417,343)     (24,418)         (2,441,761)
 Net loss                                                                   (3,078,575)     (31,097)         (3,109,672)
                                                                        ---------------  -----------  ------------------

Balance, December 31, 2003                                                   1,848,883     (312,319)          1,536,564

 Cash distributions to partners            $      0.83  $        -            (314,487)      (3,177)           (317,664)
 Net loss                                                                     (988,460)      (9,984)           (998,444)
                                                                       ----------------  -----------  ------------------

Balance, December 31, 2004                                              $      545,936   $ (325,480)  $         220,456
                                                                       ===============   ===========  =================


</TABLE>


See accompanying notes to consolidated financial statements.


                                       21
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,



<TABLE>
<CAPTION>


                                                                              2004            2003              2002
                                                                              ----            -----             ----

<S>                                                              <C>                   <C>               <C>
 Cash flows from operating activities:
    Net (loss) income                                            $          (998,444)  $   (3,109,672)   $        114,894
    Adjustments to reconcile net (loss) income to
      net cash provided by (used in) operating activities:
        Rental income paid directly to lenders by lessees                   (900,000)        (900,000)         (2,914,890)
        Finance income portion of receivables
         paid directly to lenders by lessees                                     -                 -             (402,157)
        Interest expense on non-recourse financing
         paid directly to lenders by lessees                               1,196,450        1,059,417           1,475,740
        Depreciation                                                         715,005        1,430,010           2,073,803
        Impairment loss provision                                                -          1,500,000                 -
        Amortization of initial direct costs and loan fees                       -             46,507             134,001
        Reversal of provision for bad debts                                      -           (204,018)                -
        Net loss (gain) on sales of equipment                                121,565         263,552          (1,153,371)
        (Income) loss from investments in joint ventures                     (40,567)          74,009            (139,346)
        Minority interest                                                    (10,063)         (31,733)             (3,459)
      Changes in operating assets and liabilities:
        Collection of principal - non-financed receivables                   365,767          360,299             258,437
        Other assets, net                                                     (4,847)         123,332             126,476
        Security deposits and deferred credits                                (8,148)        (193,016)             47,265
        Accounts payable and accrued expenses                               (222,609)          (3,211)            (41,122)
        Due to affiliates, net                                               (10,992)           3,854             (87,674)
        Other                                                                    -             28,020                 489
                                                                 ------------------    --------------    ----------------

 Net cash provided by (used in) operating activities                         203,117          447,350            (510,914)
                                                                 -------------------   --------------    -----------------

 Cash flows from investing activities:
    Proceeds from sales of equipment                                           5,000          953,841           2,309,673
    Distributions received from investments in joint ventures                452,140          379,779             508,966
                                                                 -------------------   --------------    ----------------

 Net cash provided by investing activities                                   457,140        1,333,620           2,818,639
                                                                 -------------------- ---------------   ------------------

 Cash flows from financing activities:
   (Repayments to) proceeds from affiliates                                 (352,765)         502,765                 -
    Cash distributions to partners                                          (317,664)      (2,441,761)         (2,487,502)
    Redemption of limited partnership units                                      -             (1,374)             (1,300)
                                                                 -------------------  ----------------  ------------------

 Net cash used in financing activities                                      (670,429)      (1,940,370)         (2,488,802)
                                                                 -------------------- ----------------  ------------------

 Net decrease in cash and cash equivalents                                   (10,172)        (159,400)           (181,077)
 Cash and cash equivalents, beginning of the year                             44,339          203,739             384,816
                                                                 -------------------  ---------------   -----------------

 Cash and cash equivalents, end of the year                      $            34,167   $       44,339    $        203,739
                                                                 ===================   ==============    ================


</TABLE>


See accompanying notes to consolidated financial statements.



                                       22
<PAGE>

                      ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,



<TABLE>
<CAPTION>


                                                                           2004               2003               2002
                                                                           ----               -----              ----
 Supplemental disclosure of cash flow information:

<S>                                                                 <C>                   <C>                 <C>
       Cash paid during the year for interest                       $             -      $            -      $       -
                                                                   ===================   ================    ============

 Supplemental disclosure of non-cash investing and financing activities:

      Principal and interest from finance leases
       paid directly to lender by lessee                           $              -      $        306,586    $  4,966,538
                                                                   ===================   ================    ============
      Rental income from operating leases
        paid directly to lender by lessee                          $           900,000   $        900,000    $  2,914,890
                                                                   ===================   ================    ============
      Principal and interest on non-recourse financing
       paid directly  to lender by lessee                          $           900,000   $      1,206,586    $  7,881,428
                                                                   ====================  ================    ============


</TABLE>



See accompanying notes to consolidated financial statements.


                                       23
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(1)    Organization

     ICON Cash Flow Partners L.P. Six (the  "Partnership") was formed on July 8,
1993 as a  Delaware  limited  partnership.  The  Partnership  is  engaged in one
business segment, the business of acquiring equipment subject to leases.

     The  principal  objective  of the  Partnership  is to  obtain  the  maximum
economic return from its investments for the benefit of its partners. To achieve
this objective, the Partnership:  (i) acquired a diversified portfolio of leases
and financing transactions; (ii) made monthly cash distributions to its partners
commencing with each partner's admission to the Partnership,  continuing through
the reinvestment  period,  which ended on November 10, 2000;  (iii)  re-invested
substantially  all  undistributed  cash from  operations  and cash from sales of
equipment and financing transactions during the reinvestment period; and (iv) is
selling the Partnership's investments and is distributing the cash from sales of
such investments to its partners during the disposition period.

     The  Partnership's  reinvestment  period  ended  November  10, 2000 and the
Partnership  commenced its disposition period. During the disposition period the
Partnership is distributing substantially all distributable cash from operations
and equipment sales to the partners and will continue the orderly termination of
its operations and affairs.  The  Partnership  will not invest in any additional
finance or lease transactions during the disposition period.

     The  Partnership's  maximum  offering  was  $120,000,000.  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
November 8, 1995 (the final  closing  date),  367,319.39  additional  units were
admitted,   bringing  the  total  admissions  to  383,857.12  units  aggregating
$38,385,712  in capital  contributions.  Between  1995 and 2004 the  Partnership
redeemed  6,098.65  limited  partnership  units resulting in 377,758.47  limited
partnership units outstanding at December 31, 2004.

     The General  Partner is a  Connecticut  corporation.  The  General  Partner
manages and controls the business affairs of the Partnership's  equipment leases
and financing  transactions  under the terms of a management  agreement with the
Partnership.  Additionally,  the General Partner has a 1% ownership  interest in
the Partnership.

     Profits,  losses, cash distributions and disposition proceeds are 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 on their  outstanding  adjusted  capital  contribution
account. After such time, the distributions will be allocated 90% to the limited
partners and 10% to the General Partner.


                                       24
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies

     Consolidation and Minority Interest

     The  consolidated   financial   statements  include  the  accounts  of  the
Partnership and its majority owned subsidiaries.  All intercompany  accounts and
transactions have been eliminated in consolidation. The Partnership accounts for
its  interests  in minority  owned  joint  ventures  under the equity  method of
accounting.  In such cases, the Partnership's  original investments are recorded
at cost and  adjusted for its share of earnings,  losses and  distributions.  In
joint ventures where the  Partnership's  ownership  interest is majority  owned,
minority  interest  represents the minority  venturer's  proportionate  share of
their equity in the joint  venture.  The  minority  interest is adjusted for the
minority venturer's share of the earnings or loss of the joint venture.

     Cash and Cash Equivalents

     Cash  and  cash  equivalents  include  cash  in  banks  and  highly  liquid
investments with original maturity dates of three months or less.

     Concentration of Credit Risk

     Concentrations  of credit risk with respect to lessees are dispersed across
different  industry  segments within the United States of America and throughout
the world; accordingly the Partnership is exposed to business and economic risk.
Although the Partnership does not currently  foresee a concentrated  credit risk
associated  with these lessees,  lease payments are dependent upon the financial
stability of the segments in which they operate.

     Allowance for Doubtful Accounts

     The  Partnership  estimates  collectibility  of  receivables  by  analyzing
historical bad debts,  lessee  concentrations  and credit worthiness and current
economic  trends when  evaluating  the  adequacy of the  allowance  for doubtful
accounts.  The Partnership  records an allowance for doubtful  accounts when the
analysis indicates that the probability of full collection is unlikely.

      Investment in Operating Leases

     Operating  leases  are  stated  at  cost  less  accumulated   depreciation.
Depreciation is being provided for using the straight-line  method over the term
of the related  equipment  lease to its estimated  residual  value at lease end.
Upon  final  disposition  of the  equipment,  the cost and  related  accumulated
depreciation  will be removed from the accounts and the resulting profit or loss
will be reflected in the  consolidated  statement of  operations.  Revenues from
operating  leases are  recognized on a straight line basis over the lives of the
related leases.


                                       25
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     Asset Impairments

     The  Partnership's  asset  portfolio  is  periodically  reviewed,  at least
annually, to determine whether events or changes in circumstances  indicate that
the carrying value of an asset may not be  recoverable.  An impairment loss will
be  recognized  only  if  the  carrying  amount  of a  long-lived  asset  is not
recoverable and exceeds its fair value. In such  circumstances,  the Partnership
will estimate the future cash flows  (undiscounted and without interest charges)
expected  to  result  from the use of the asset  and its  eventual  disposition.
Future cash flows are the future cash  inflows  expected to be  generated  by an
asset less the future outflows expected to be necessary to obtain those inflows.
An  impairment  provision  will be measured as the amount by which the  carrying
amount of a long-lived asset exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than its  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation  to the lender and our residual  position in the asset.  Generally in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

     Equipment Held for Sale or Lease

     Equipment held for sale or lease is recorded at the lower of cost or market
value  expected to be realized  upon sale and consists of  equipment  previously
leased to end users which has been returned to the  Partnership  following lease
expiration.

     Redemption of Limited Partnership Units

     The Partnership may, at its discretion,  redeem units from a limited number
of its  limited  partners,  in any  one  year,  as  defined  in the  partnership
agreement.  The  redemption  amounts  are  calculated  following  the  specified
redemption formula in accordance with the partnership agreement.  Redeemed units
have no  voting  rights  and do not  share in  distributions.  Redeemed  limited
partnership units are accounted for as a deduction from partners' equity.

     Per Unit Data

     Net income and  distributions  per unit are based upon the weighted average
number of units outstanding during the period.

     Revenue Recognition

     The Partnership  leases  equipment to third parties which may be classified
as either a finance lease or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related lease for a finance lease.  For an operating  lease, the
initial  direct costs are  included as a component of the cost of the  equipment
and depreciated.


                                       26
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     For finance leases, the Partnership records, at lease inception,  the total
minimum lease payments  receivable from the lessee,  the estimated  unguaranteed
residual value of the equipment at lease  termination,  the initial direct costs
related to the lease 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 term of the lease  using the
effective interest rate method.

     For  operating  leases,  rental  income is  recognized on the straight line
method over the lease term.  Billed and uncollected  operating lease receivables
are included in other  assets.  Deferred  income is the  difference  between the
timing of the cash payments and the income recognized on a straight line basis.

     Fair Value of Financial Instruments

     Statement of Financial Accounting Standards ("SFAS") No. 107,  "Disclosures
About Fair Values of Financial Instruments," requires disclosures about the fair
value of financial instruments, except for lease related assets and liabilities.
Separate disclosure of fair value information at December 31, 2004 and 2003 with
respect to the Partnership's  assets and liabilities is not separately  provided
since  (i)  SFAS No.  107  does not  require  fair  value  disclosures  of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and the recorded  value of payables  approximates  market
value. The Partnership's notes payable - non-recourse approximates fair value at
December 31, 2004 due to its near term maturity.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and revenues and
expenses during the reporting period.  Significant  estimates  primarily include
the  allowance  for  doubtful  accounts and  unguaranteed  residual  values.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities. Actual results could differ from those estimates.

     Recent Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.


                                       27
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

     Reclassifications

     Certain  reclassifications have been made to the accompanying  consolidated
financial  statements  for the year ended  December  31,  2003 to conform to the
current period presentation.

(3)    Joint Ventures

     The Partnership  and its  affiliates,  entities also managed by the General
Partner,  formed  seven  joint  ventures,  discussed  below,  for the purpose of
acquiring and managing various assets. The Partnership and these affiliates have
substantially  identical investment objectives and participate on the same terms
and  conditions.  The  Partnership and the other joint venturers have a right of
first  refusal to purchase the  equipment,  on a pro-rata  basis,  if any of the
other joint  venturers  desire to sell their interests in the equipment or joint
venture.

     The joint venture  described below is majority owned and consolidated  with
the Partnership.

     ICON Cash Flow Partners L.L.C. II

     The Partnership and an affiliate,  ICON Cash Flow Partners,  L.P., Series E
("Series  E"),  formed  ICON Cash Flow  Partners  L.L.C.  II ("LLC  II") for the
purpose of  acquiring  and  managing a McDonnell  Douglas  MD-83  Aircraft  (the
"Aircraft").  The  Aircraft  was  leased to  Aerovias  de Mexico,  S.A.  de C.V.
("Aeromexico")  for $75,000 per month.  This lease expired  during January 2005.
The lessee  continues  to operate  the  Aircraft  and is making  monthly  rental
payments in accordance with the terms of the expired lease.  The General Partner
is having  discussions  with the lender to transfer title of the Aircraft to the
lender for the outstanding balance of the non-recourse debt. The Partnership and
Series E  acquired  interests  of 99% and 1%,  respectively,  in LLC II.  LLC II
acquired the Aircraft by assuming certain  non-recourse  debt and utilizing cash
received  from the  Partnership  and  Series E. The  outstanding  balance of the
non-recourse debt secured by this Aircraft was $9,339,699 at December 31, 2004.

     The  six  joint  ventures   described  below  are  minority  owned  by  the
Partnership  and  are  accounted  for  under  the  equity  method,  whereby  the
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions of the joint ventures.

     ICON Cash Flow Partners L.L.C.I

     The  Partnership and an affiliate,  Series E, formed a joint venture,  ICON
Cash Flow  Partners  L.L.C.  I ("ICON  LLC") for the  purpose of  acquiring  and
managing a McDonnell Douglas MD-83 Aircraft (the  "Aircraft").  The Aircraft was
leased to Aeromexico  for $75,000 per month.  This lease expired  during January
2005. The lessee  continues to operate the Aircraft and is making monthly rental
payments in accordance with the terms of the expired lease.  The General Partner
is having  discussions  with the lender to transfer title of the Aircraft to the
lender  for the  non-recourse  debt.  The  Partnership  and  Series  E  acquired
interests of 1% and 99%, respectively, in ICON LLC.


                                       28
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     Information as to the financial position and results of operations of
     ICON LLC at December 31, 2004 and 2003 and for the years ended December 31,
     2004 and 2003 are summarized below:

                                            December 31,
                                       2004              2003
                                   -------------    -------------
Assets                             $  12,213,311    $  13,422,558
                                   =============    =============
Liabilities                        $   9,712,310    $   9,433,146
                                   =============    =============
Equity                             $   2,501,001    $   3,989,412
                                   =============    =============
Partnership's share of equity      $      25,010    $      39,894
                                   =============    =============

                                       Years Ended December 31,
                                       2004              2003
                                   -------------    -------------
Net loss                           $  (1,488,406)   $ (3,427,854)
                                   =============    =============
Partnership's share of net loss    $     (14,884)   $    (34,279)
                                   =============    =============

     ICON Receivables 1997-A LLC

     The Partnership and three affiliates, ICON Cash Flow Partners, L.P., Series
D ("Series D"), Series E, and ICON Cash Flow Partners L.P. Seven ("L.P.  Seven")
contributed and assigned equipment leases,  finance receivables and residuals to
ICON  Receivables  1997-A LLC ("1997-A") for the purpose of  securitizing  their
cash flow collections. At December 31, 2004, the Partnership, Series D, Series E
and L.P. Seven own, 31.03%, 17.81%, 31.19%, and 19.97%, respectively, in 1997-A.

     At December 31, 2004,  1997-A's operations have been liquidated as the note
holders have been fully repaid for their  investment in 1997-A and the remaining
receivables  relating  to the  securitizations  totaling  $345,152,  due from an
affiliate of the General Partner relating to lease receivables, were written-off
as  uncollectible.  The  remaining  cash is being  reserved to pay for potential
property tax; sales tax and other liabilities, if any.

     Information  as to the  financial  position  and results of  operations  of
1997-A at December  31, 2004 and 2003 and for the years ended  December 31, 2004
and 2003 are summarized below:


                                                December 31,
                                           2004              2003
                                       -------------    -------------
Assets                                 $     107,229    $     810,802
                                       =============    =============
Liabilities                            $      62,005    $     595,106
                                       =============    =============
Equity                                 $      45,224    $     215,696
                                       =============    =============
Partnership's share of equity          $      14,022    $      66,930
                                       =============    =============

                                          Years Ended December 31,
                                           2004              2003
                                       -------------    -------------
Net loss                               $   (170,469)    $    (88,676)
                                       =============    =============
Partnership's share of net loss        $    (52,905)    $    (27,516)
                                       =============    =============


                                       29
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     ICON Receivables 1997-B L.L.C.

     The Partnership and two  affiliates,  Series E and L.P. Seven,  formed ICON
Receivables 1997-B L.L.C.  ("1997-B") contributed and assigned equipment leases,
finance  receivables  and residuals or to 1997-B for the purpose of securitizing
their  cash flow  collections.  The  Partnership,  Series E and L.P.  Seven each
contributed cash, equipment leases and residuals to 1997-B and own 8.33%, 75.00%
and 16.67% interests, respectively, in 1997-B.

     At December 31, 2004,  1997-B's operations have been liquidated as the note
holders have been repaid for most of their  investment in 1997-B.  The remaining
cash is being  reserved to pay for potential  property tax;  sales tax and other
liabilities, if any.

     Information  as to the  financial  position  and results of  operations  of
1997-B at December  31, 2004 and 2003 and for the years ended  December 31, 2004
and 2003 are summarized below:


                                                           December 31,
                                                      2004              2003
                                                  -------------    -------------
         Assets                                   $      38,558    $   1,756,597
                                                  =============    =============
         Liabilities                              $      38,558    $   1,681,931
                                                  =============    =============
         Equity                                   $         -      $      74,666
                                                  =============    =============
         Partnership's share of equity            $         -      $       6,219
                                                  =============    =============

                                                     Years Ended December 31,
                                                      2004              2003
                                                  -------------    -------------
         Net income (loss)                        $     131,462    $   (341,507)
                                                  =============    ============
         Partnership's share of net income (loss) $      10,952    $    (28,447)
                                                  =============    =============
         Distributions                            $     206,128    $        -
                                                  =============    =============
         Partnership's share of distributions     $      17,170    $        -
                                                  =============    =============


     ICON/Boardman Facility LLC

     The Partnership and two affiliates, L.P. Seven and ICON Income Fund Eight A
L.P.  ("Fund Eight A"),  formed  ICON/Boardman  Facility LLC ("ICON BF") for the
purpose of acquiring a coal  handling  facility on lease with  Portland  General
Electric  ("PGE"),  a  utility  company.   Prior  to  September  24,  2004,  the
Partnership,  L.P. Seven and Fund Eight A owned interests of .5025%,  .5025% and
98.995% interests,  respectively, in ICON BF. Effective September 24, 2004, L.P.
Seven assigned its .5025% interest to Fund Eight A in exchange for $65,325.

     The  General  Partner  is  currently  in  negotiations  with PGE for  their
purchase of the coal handling  facility from ICON BF. The sale is expected to be
completed  during  2005  with  PGE  acquiring  ownership  of the  coal  handling
facility.


                                       30
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     Information as to the financial  position and results of operations of ICON
BF at December  31, 2004 and 2003 and for the years ended  December 31, 2004 and
2003 are summarized below:

                                                  December 31,
                                             2004              2003
                                         -------------    -------------
Assets                                   $  19,193,175    $  21,366,282
                                         =============    =============
Liabilities                              $  10,904,912    $   7,314,376
                                         =============    =============
Equity                                   $   8,288,263    $  14,051,906
                                         =============    =============
Partnership's share of equity            $      41,649    $      70,611
                                         =============    =============

                                            Years Ended December 31,
                                             2004              2003
                                         -------------    -------------
Net income                               $   1,481,386    $   1,442,100
                                         =============    =============
Partnership's share of net income        $       7,444    $       7,247
                                         =============    =============
Distributions                            $   7,245,027    $      -
                                         =============    =============
Partnership's share of distributions     $      36,406    $      -
                                         =============    =============

     ICON/AIC Trust

     The  Partnership  and two  affiliates,  L.P. Seven and Fund Eight A, formed
ICON/AIC  Trust ("AIC Trust") for the purpose of owning and managing a portfolio
of leases for equipment located in England. On December 28, 2001, AIC Trust sold
its  remaining  leases,  subject to the related  debt,  in  exchange  for a note
receivable  of  (pound)2,575,000  ($3,744,822  converted at the exchange rate in
effect at December 31, 2001) which was payable in six installments  through June
2004.  In July  2004,  the  final  installment  on the  note was  collected  and
distributed.  On September 30, 2004, AIC Trust was dissolved.  The  Partnership,
L.P.  Seven  and  Fund  Eight A owned a  25.51%,  30.76%  and  43.73%  interest,
respectively, in AIC Trust.

     The  Partnership  recognized  an  additional  $107,519 of foreign  currency
translation  gains  from this  transaction  which is  included  in  income  from
investments in joint ventures in the accompanying statements of operations.

     Information as to the financial  position and results of operations of ICON
BF at December  31, 2004 and 2003 and for the years ended  December 31, 2004 and
2003 are summarized below:


                                                 December 31,
                                            2004              2003
                                        -------------    -------------
Assets                                  $         -      $   1,330,632
                                        =============    =============
Liabilities                             $         -      $          -
                                        =============    =============
Equity                                  $         -      $   1,330,632
                                        =============    =============
Partnership's share of equity           $         -      $     339,444
                                        =============    =============

                                           Years Ended December 31,
                                            2004              2003
                                        -------------    -------------
Net income                              $       7,700    $      37,009
                                        =============    =============
Partnership's share of net income       $       1,964    $       9,441
                                        =============    =============
Distributions                           $   1,378,141    $   1,396,948
                                        =============    =============
Partnership's share of distributions    $     351,564    $     356,361
                                        =============    =============


                                       31
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     ICON Cheyenne LLC

     The Partnership  and three  affiliates,  L.P. Seven,  Fund Eight A and ICON
Income  Fund Eight B L.P.  ("Fund  Eight B")  formed  ICON  Cheyenne  LLC ("ICON
Cheyenne")  for the purpose of acquiring and managing a portfolio of leases.  At
December 31, 2004, the  Partnership,  L.P. Seven,  Fund Eight A and Fund Eight B
had ownership interests of 1.0%, 1.27%, 1.0% and 96.73%,  respectively,  in ICON
Cheyenne.

     The outstanding  balance of the non-recourse  debt secured by these assets,
at December 31, 2004 was  $397,850.  The leases  expire on various dates through
September 2006.

     Information as to the financial  position and results of operations of ICON
Cheyenne at December 31, 2004 and 2003 and for the years ended December 31, 2004
and 2003 are summarized below:

                                               December 31,
                                          2004              2003
                                      -------------    -------------
Assets                                $   1,241,215    $  10,440,643
                                      =============    =============
Liabilities                           $     656,923    $   3,204,090
                                      =============    =============
Equity                                $     584,292    $   7,236,553
                                      =============    =============
Partnership's share of equity         $       5,843    $      72,366
                                      =============    =============

                                         Years Ended December 31,
                                          2004              2003
                                      -------------    -------------
Net loss                              $  (1,952,262)   $     (45,540)
                                      =============    =============
Partnership's share of net loss       $     (19,523)   $        (455)
                                      =============    =============
Distributions                         $   4,700,001    $   2,341,759
                                      =============    =============
Partnership's share of distributions  $      47,000    $      23,418
                                       =============    =============

(4)    Investments in Operating Leases

     Investments in operating leases,  which now consists solely of the aircraft
owned by LLC II, is summarized as follows at December 31:


<TABLE>
<CAPTION>

                                         2004             2003              2002
                                    -------------     -------------    -------------

<S>                                 <C>               <C>              <C>
Equipment, beginning of year        $  19,386,854     $  21,965,262    $  22,051,594
Equipment dispositions                   (172,056)       (2,578,408)         (86,332)
                                     ------------     -------------    --------------

Equipment, end of year                 19,214,798        19,386,854       21,965,262
                                     ------------     -------------    -------------


 Impairment, beginning of year         (1,500,000)              -              -
 Impairment loss provision                     -         (1,500,000)           -
                                     ------------      ------------     -------------

 Impairment, end of year               (1,500,000)       (1,500,000)           -
                                     ------------      ------------     -------------

Equipment at cost, end of year         17,714,798        17,886,854       21,965,262
                                     ------------      ------------     -------------

</TABLE>

                                       32
<PAGE>

                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(4)    Investments in Operating Leases - continued

<TABLE>
<CAPTION>

<S>                                                   <C>                <C>             <C>

Accumulated depreciation, beginning of year             (8,049,110)       (7,876,081)      (5,831,958)
Accumulated depreciation on equipment
  dispositions                                              95,256          1,256,981          29,680
Depreciation expense                                      (715,005)       (1,430,010)      (2,073,803)
                                                      ------------     -------------     ------------
Accumulated depreciation, end of year                   (8,668,859)      (8,049,110)       (7,876,081)
                                                      ------------     -------------     ------------



 Net investment in operating leases, end of year      $   9,045,939     $   9,837,744    $  14,089,181
                                                      =============     =============    =============

</TABLE>


     During 2003, LLC II recorded an impairment loss provision on the Aeromexico
aircraft  of  $1,500,000.  This  impairment  loss  provision  was a result of an
appraisal  which indicated a lower fair market value at lease  termination  than
initially estimated.

(5)    Note Payable - Non Recourse

     At December 31, 2004 and 2003,  the  Partnership  had an  outstanding  note
payable - non-recourse of $9,339,699 and $9,043,249,  respectively.  Interest is
accrued at 11.83% per annum and the note is  secured  by the  Aircraft  on lease
with Aeromexico.

     The note matured in January  2005. As discussed in Note 3, the lender has a
security interest in the Aircraft and an assignment of the rental payments under
the  lease.  Payments  are being  made by the  lessee to the  lender on the note
payable  non-recourse.  The General Partner is currently negotiating to transfer
title  of the  Aircraft  to  the  lender  in  satisfaction  of  the  outstanding
non-recourse debt balance.

(6) Income Taxes (Unaudited)

     No provision  for income taxes has been  recorded  since the  liability for
such  taxes  is  that  of  each  of the  individual  partners  rather  than  the
Partnership.  The Partnership's income tax returns are subject to examination by
the Federal and state taxing authorities,  and changes, if any, could adjust the
individual income tax of the members.

     At December 31, 2004 and 2003, the partners'  equity  accounts  included in
the  consolidated   financial   statements   totaled  $220,456  and  $1,536,564,
respectively.  The partners' capital for Federal income tax purposes at December
31,  2004  and  2003  totaled   $(3,165,713)   and   $(2,787,845)   (unaudited),
respectively.  The difference arises primarily from sales expenses reported as a
reduction in the partners' capital accounts for financial reporting purposes but
not for Federal income tax reporting  purposes,  and differences in depreciation
and amortization  between  financial  reporting  purposes and Federal income tax
purposes.


                                       33
<PAGE>
                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(6)    Income Taxes (Unaudited) - continued

     The following  table  reconciles net (loss) income for financial  statement
reporting purposes to the loss for Federal income tax purposes as follows:


<TABLE>
<CAPTION>


                                                      Years Ended December 31,
                                          ------------------------------------------------
                                               2004             2003              2002
                                          -------------     -------------    -------------
 <S>                                     <C>               <C>              <C>
  Net (loss) income per consolidated

    financial statements                  $   (998,444)     $ (3,109,672)    $     114,894
  Differences due to:
    Direct finance leases                           -                -           (432,017)
    Depreciation and amortization               672,423        2,644,958         1,311,741
    Recovery for losses                             -         (2,581,637)              -
    Gain on sale of equipment                   552,326          711,185            50,505
    Other                                      (286,508)      (1,886,080)          438,863
                                          -------------     ------------     --------------
  Net (loss) income for Federal
    income tax purposes                   $     (60,203)    $ (4,221,246)    $   1,483,986
                                          =============     ============     =============

</TABLE>


(7)    Transactions with Related Parties

     In accordance with the terms of the Management  Agreement,  the Partnership
pays  the  General  Partner  management  fees  ranging  from 1% to 7% based on a
percentage of the rentals received either directly by the Partnership or through
joint   ventures.   In  addition,   the  General   Partner  is  reimbursed   for
administrative   expenses   incurred  in  connection   with  the   Partnership's
operations.  Effective  for the period from July 1, 2004  through  December  31,
2004, the General Partner  voluntarily  decided to waive its right to management
fees and administrative expense reimbursements.

     Fees and other  expenses  charged to operations by the  Partnership  to the
General  Partner or its affiliates  for the years ended December 31, 2004,  2003
and 2002, respectively, were as follows:

<TABLE>
<CAPTION>

                                                     Years Ended December 31,
                                         ------------------------------------------------
                                              2004             2003              2002
                                         -------------     -------------    -------------
<S>                                      <C>               <C>              <C>
 Management fees                         $      35,156     $     106,843    $     320,138
 Administrative expense reimbursements          14,130            39,635          142,061
                                         -------------     -------------    -------------

   Total                                 $      49,286     $     146,478    $     462,199
                                         =============     =============    =============
</TABLE>


     At December 31, 2004, the  Partnership had a net payable of $150,000 due to
L.P. Seven which related to  distributions  received from AIC Trust on behalf of
L.P. Seven. This amount was repaid in January 2005.

(8)    Concentration Risks

     The  Partnership's  cash and cash  equivalents are held  principally at one
financial  institution and at times may exceed insured  limits.  The Partnership
has placed  these funds in a high quality  institution  in order to minimize the
risk.

     The  Partnership  had one lease for the years ended December 31, 2004, 2003
and 2002 that represents  approximately 97%, 84% and 71%,  respectively,  of the
Partnership's rental income.

                                       34
<PAGE>

                       ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(9)    Other Income

     Other income for the year ended  December  31, 2004 of $184,146  relates to
management's  revised estimate that certain  liabilities  relating to previously
terminated leases were no longer valid at December 31, 2004.

     Other income for the year ended December 31, 2003 of $353,019, is comprised
of the  following;  $160,883 of a residual note payable that was written down to
managements  estimate of the current balance due,  $136,283  relating to a legal
settlement  for a lease,  which was  terminated  in December  2002,  and $55,903
relating to managements revised estimated that certain  liabilities  relating to
previously terminated leases were no longer valid at December 31, 2003.

(10) Selected Quarterly Financial Data (Unaudited)

     The following  table is a summary of selected  financial  data, by quarter,
for the years ended December 31, 2004 and 2003:



<TABLE>
<CAPTION>

                                                                 Quarters Ended in 2004
                                               March 31,        June 30,      September 30,  December 31,
                                               ---------        --------      -------------  ------------

<S>                                          <C>             <C>              <C>            <C>
 Revenue                                     $    251,608    $      313,144   $    289,710    $   223,381
                                             ============    ===============  ============    ===========
 Net (loss) income allocable
   to limited partners                       $   (532,724)   $     (374,496)  $      1,556    $   (82,796)
                                             ============    ==============   ============    ===========
 Net (loss) income per weighted average
   limited partnership unit                  $      (1.41)   $       (0.99)   $       0.01    $     (0.23)
                                             =============   ==============   ============    ===========

</TABLE>


<TABLE>
<CAPTION>

                                                                Quarters Ended in 2003
                                               March 31,      June 30,     September 30,   December 31,
                                               ---------      --------     -------------   ------------

<S>                                          <C>             <C>              <C>          <C>
 Revenue                                     $    287,352    $      340,438   $  264,795   $    242,709
                                             ============    ==============   ===========  =============
 Net loss allocable to limited partners      $   (559,688)   $     (380,737)  $ (239,447)  $ (1,898,703)
                                             =============   ===============  ===========  =============
 Net loss per weighted average
   limited partnership unit                  $      (1.48)   $        (1.01)  $    (0.63)  $      (5.03)
                                             =============   ===============  ===========  =============
</TABLE>


                                       35
<PAGE>
Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

     During the year ended  December 31, 2004 we had no  disagreements  with our
accountants on any matters of accounting or financial reporting.

Item 9a. Controls and Procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of management of ICON Capital Corp.,  the General  Partner of the
Partnership,  including  the  Principal  Executive  Officer  and  the  Principal
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered by this report  pursuant to the Securities  Exchange Act of 1934.  Based
upon the evaluation, the Principal Executive Officer and the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective.

     There were no  significant  changes in our internal  control over financial
reporting during our fourth fiscal quarter that have materially affected, or are
likely to materially affect, our internal control over financial reporting.


                                       36
<PAGE>
                                    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 100 Fifth Avenue, 10th Floor,
New York,  New York  10011,  and its  telephone  number is (212)  418-4700.  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 leases and full
financing transactions.

     The manager of our 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.

     The General Partner performs 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,  re-leasing  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, monitoring performance by the lessees of
their obligations under the leases and the payment of operating expenses.

    Our officers and directors are:

 Beaufort J.B. Clarke     Chairman, Chief Executive Officer and Director
 Paul B. Weiss            President and Director
 Thomas W. Martin         Executive Vice President, Chief Financial Officer
                             and Director
 Michael A. Reisner       Senior Vice President and General Counsel
 Sean E. Hoel             Senior Vice President

     Beaufort J. B. Clarke,  58, has been our Chairman,  Chief Executive Officer
and Director  since  August of 1996.  He was our  President  from August of 1996
until December 31, 1998. Prior to his present positions, Mr. Clarke was founder,
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc.  (a
purchaser  of equipment  leasing  portfolios)  from October 1993 through  August
1996. Prior to that, Mr. Clarke was President of Gemini Financial Holdings, Inc.
(an  equipment   leasing  company)  from  June  1990  through   September  1993.
Previously,  Mr. Clarke was a Vice President of AT&T Systems Leasing. Mr. Clarke
formerly was an attorney with Shearman and Sterling.  Mr. Clarke received a B.A.
degree  from  the  George  Washington  University  and a J.D.  degree  from  the
University  of South  Carolina.  Mr.  Clarke has been in the  equipment  leasing
business, as a business person and lawyer, since 1979.

     Paul B. Weiss,  44, has been our  President  and Director  since January 1,
1999. Mr. Weiss was our Director and Executive Vice  President  responsible  for
lease  acquisitions  from  November of 1996 until  December 31, 1998.  Mr. Weiss
served as Executive Vice  President and  co-founder of Griffin Equity  Partners,
Inc. from October of 1993 through November of 1996. Prior to that, Mr. Weiss was
Senior Vice President of Gemini Financial  Holdings,  Inc. from 1991 to 1993 and
Vice President of Pegasus  Capital  Corporation (an equipment  leasing  company)
from 1988 through 1991. Mr. Weiss received a B.A. in Economics from  Connecticut
College. Mr. Weiss has been in the equipment leasing business since 1988.

     Thomas  W.  Martin,  51,  has  been our  Executive  Vice  President,  Chief
Financial  Officer and Director (and  Director,  President  and Chief  Financial
Officer of the  dealer-manager as well) since August of 1996. Mr. Martin was the
Executive Vice President,  Chief  Financial  Officer and a co-founder of Griffin
Equity  Partners,  Inc.  from October 1993 to August  1996.  Prior to that,  Mr.
Martin was Senior Vice President of Gemini Financial  Holdings,  Inc. from April
1992 to October  1993 and he held the position of Vice  President at  Chancellor
Corporation (an equipment  leasing  company) for 7 years.  Mr. Martin received a
B.S.  degree from the  University of New  Hampshire.  Mr. Martin has been in the
equipment leasing business since 1983.

     Michael  A.  Reisner,  Esq.,  34, has been our Senior  Vice  President  and
General  Counsel  since  January 2004.  Mr.  Reisner was our Vice  President and
Associate General Counsel from March 2001 until December 2003. Previously,  from
1996 to 2001, Mr. Reisner was an attorney with Brodsky Altman & McMahon,  LLP in
New York, concentrating on commercial transactions.  Mr. Reisner received a J.D.
from New York Law School and a B.A. from the University of Vermont.

     Sean E. Hoel, 35, has been our Senior Vice  President  since June 1999. Mr.
Hoel is responsible for the acquisition of equipment  subject to lease. Mr. Hoel
has a Masters Degree in Finance from Seattle University,  preceded by Law School
at the  University of Oslo, a B.A. in Finance at the  University of Wyoming,  as
well as three years of military service as a naval officer.


                                       37
<PAGE>
         Code of Ethics

     The General  Partner,  on our behalf,  has adopted a code of ethics for its
Chief Executive Officer,  Chief Financial Officer and Chief Accounting  Officer.
The Code of Ethics is available  free of charge by requesting it in writing from
our General Partner.  The General  Partner's  address is 100 Fifth Avenue,  10th
Floor, New York, New York 10011.

                                       38
<PAGE>


Item 11. Executive Compensation

     We have 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, 2004, 2003 and 2002.


<TABLE>
<CAPTION>


        Entity       Capacity          Compensation             2004           2003        2002
------------------   ---------------   --------------------   -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>
ICON Capital Corp.   General Partner   Management fees        $    35,156  $   106,843  $   320,138
                                                              ===========  ===========  ===========
ICON Capital Corp.   General Partner   Administrative fees    $    14,130  $    39,635  $   142,061
                                                              ===========  ===========  ===========
</TABLE>


     The   General   Partner   also  has  a  1%  interest  in  our  profits  and
distributions.  We paid distributions to the General Partner of $3,177,  $24,418
and $24,875, respectively, for the years ended December 31, 2004, 2003 and 2002.
Additionally,  the  General  Partner's  interest  in our net  (loss)  income was
$(9,984), $(31,097) and $1,149,  respectively,  for the years ended December 31,
2004, 2003 and 2002.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     (a)  We are a limited  partnership  and therefore do not have voting shares
          of  stock.  No  person  of  record  owns,  or is  known  by us to  own
          beneficially, more than 5% of any class of our securities.

     (b)  As of March 31, 2005, Directors and Officers of the General Partner do
          not own any of our equity securities.

     (c)  The General Partner owns our equity securities,  as follows; a General
          Partner Interest which represents initially a 1% and potentially a 10%
          interest in our income, gain and losses. The General Partner owns 100%
          of the General Partner Interest.


Item 13. Certain Relationships and Related Transactions

     See Item 11 for a discussion of our related party transactions. See Notes 3
and 7 to our consolidated  financial  statements for a discussion of our related
party activity and investments in joint ventures.

Item 14. Principal Accountant Fees and Services

     During the years ended  December  31, 2004 and 2003 our  auditors  provided
audit  services  relating  to our annual  report on Form 10-K and our  quarterly
reports on Form 10-Q. Additionally,  our auditors provided other services in the
form of tax compliance work. Their fees are shown in the table below:

                                             2004              2003
                                         -------------    -------------
     Audit fees                          $      27,000    $      24,000
     Audit related fees                            -                -
     Tax fees (for compliance)                  18,400              638
                                         -------------    -------------

                                         $      45,400    $      24,638
                                         =============    =============


                                       39
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules

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

2. Financial Statement Schedules - 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 consolidated financial statements or notes thereto.

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

(i) Form of Dealer-Manager  Agreement  (Incorporated by reference to Exhibit 1.1
to Amendment No. 1 to Form S-1  Registration  Statement No.  33-36376 filed with
the Securities and Exchange Commission on November 9, 1993)

(ii) Form of Selling Dealer Agreement  (Incorporated by reference to Exhibit 1.2
to Amendment No. 1 to Form S-1  Registration  Statement No.  33-36376 filed with
the  Securities  and Exchange  Commission on November 9, 1993) (iii) Amended and
Restated Agreement of Limited Partnership  (Incorporated  herein by reference to
Exhibit A to Amendment No. 1 to Form S-1  Registration  Statement  No.  33-36376
filed with the Securities and Exchange Commission on November 9, 1993)

(iv) Unconsolidated Joint Venture Financial Statements for ICON Receivables 97-A
LLC - at and for the year ended  December 31, 2002;  ICON/AIC Trust - at and for
the year ended  December  31, 2002 and ICON  Cheyenne  LLC - at and for the year
ended  December 31, 2002  incorporated  herein by reference to the Form 10-K No.
0-28136.

(v) On December  31, 2004,  Jeremiah  Silkowski,  resigned  from his position of
Senior Vice President of ICON Capital Corp., the Company's  general partner,  so
that he may pursue  other  opportunities  (incorporated  by reference to Current
Report on Form 8-K, dated January 6, 2005).

(c) Exhibits

31.1 Rule 13a-14(a)/15d-14(a) certifications

31.2 Rule 13a-14(a)/15d-14(a) certifications

32.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002. 32.2 Certification of Executive Vice President and Principal Financial and
Accounting  Officer  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.


                                       40
<PAGE>


                                   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.  0-28136  (Registrant)  By its General  Partner,  ICON Capital
Corp.

Date:    April 15, 2005         /s/ Beaufort J.B. Clarke
                                Beaufort J.B. Clarke
                                Chairman, 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:    April 15, 2005          /s/ Beaufort J.B. Clarke
                                 Beaufort J.B. Clarke
                                 Chairman, Chief Executive Officer and Director


Date:    April 15, 2005          /s/ Paul B. Weiss
                                 Paul B. Weiss
                                 President and Director


Date:    April 15, 2005          /s/ Thomas W. Martin
                                 Thomas W. Martin
                                 Executive Vice President and Director
                                 (Principal Financial and Accounting 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.


                                       41
<PAGE>

Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley  Act of 2002 (18 U.S.C.  1350) I, Beaufort J.B.  Clarke,  certify
that:

1. I have  reviewed  this annual  report on Form 10-K of ICON Cash Flow Partners
L.P. Six;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statements of a material fact or omit to state a material fact necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the period in which this  annual  report is
     being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  and presented in this annual report our  conclusions  about the
     effectiveness  of the  disclosure  controls and procedures as of the end of
     the period covered by this annual report based on such evaluation; and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors and the board of directors of the  Corporate  Manager (or
persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
     operation of internal  control,  are reasonably likely to materially affect
     the  Partnership's  ability  to  record,  process,   summarize  and  report
     financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees who have a significant role in the registrant's internal controls
     over financial reporting.

Dated: April 15, 2005

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners L.P. Six


                                       42
<PAGE>

Exhibit 31.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) I, Thomas W. Martin, certify that:

1. I have  reviewed  this annual  report on Form 10-K of ICON Cash Flow Partners
L.P. Six;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statements of a material fact or omit to state a material fact necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the period in which this  annual  report is
     being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  and presented in this annual report our  conclusions  about the
     effectiveness  of the  disclosure  controls and procedures as of the end of
     the period covered by this annual report based on such evaluation; and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors and the board of directors of the  Corporate  Manager (or
persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
     operation of internal  control,  are reasonably likely to materially affect
     the  Partnership's  ability  to  record,  process,   summarize  and  report
     financial information and

     b) any fraud,  whether or not material,  that involves  management or other
     employees who have a significant role in the registrant's internal controls
     over financial reporting.

Dated: April 15, 2005

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Cash Flow Partners L.P. Six

                                       43
<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley  Act of 2002 (18 U.S.C.  1350) I, Beaufort J.B. Clarke,  Chairman
and Chief  Executive  Officer of ICON  Capital  Corp,  the General  Partner,  in
connection  with the  Annual  Report of ICON Cash Flow  Partners  L.P.  Six (the
"Partnership")  on Form 10-K for the year ended December 31, 2004, as filed with
the Securities and Exchange  Commission on the date hereof (the "Annual Report")
certify,  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge and belief:

(1) the Annual Report fully complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the  information  contained in the Annual  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership. Dated: April 15, 2005

             /s/ Beaufort J.B. Clarke
             ------------------------------------------------------
            Beaufort J.B. Clarke
            Chairman and Chief Executive Officer
            ICON Capital Corp.
            Manager of ICON Cash Flow Partners L.P. Six


                                       44
<PAGE>

Exhibit 32.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) I, Thomas W. Martin,  Executive Vice
President (Principal Financial and Accounting Officer) of ICON Capital Corp, the
General Partner, in connection with the Annual Report of ICON Cash Flow Partners
L.P. Six (the  "Partnership") on Form 10-K for the year ended December 31, 2004,
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Annual Report") certify,  pursuant to Section 906 of the  Sarbanes-Oxley Act of
2002, that to the best of my knowledge and belief:

(1) the Annual Report fully complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the  information  contained in the Annual  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership. Dated: April 15, 2005

            /s/ Thomas W. Martin
            -------------------------------------------------------
            Thomas W. Martin
            Executive Vice President (Principal
            Financial and Accounting Officer)
            ICON Capital Corp.
            Manager of ICON Cash Flow Partners L.P. Six

                                       45