UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended                     December 31, 1998
                          ------------------------------------------------------
                                       or

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

For the transition period from                        to
                               ----------------------    -----------------------

Commission File Number                           33-36376
                       ---------------------------------------------------------

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

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

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

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

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

         Title of each class                     Name of each exchange
                                                  on which registered

-------------------------------------     --------------------------------------

-------------------------------------     --------------------------------------





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

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

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                           [X] Yes       [  ] No


<PAGE>


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

                                December 31, 1998

                                TABLE OF CONTENTS

Item                                                                      Page
----                                                                      ----
PART I

1.   Business                                                             3-4

2.   Properties                                                             4

3.   Legal Proceedings                                                      5

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

PART II

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

6.   Selected Consolidated Financial and Operating Data                     6

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                 7-11

8.   Consolidated Financial Statements and Supplementary Data           12-33

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                   34

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                    34-35

11.  Executive Compensation                                                36

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                        36

13.  Certain Relationships and Related Transactions                        36

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       37

SIGNATURES                                                                 38


<PAGE>


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

                                December 31, 1998

PART I

Item 1.  Business

General Development of Business

     ICON Cash Flow Partners L.P. Six (the  "Partnership") was formed on July 8,
1993 as a Delaware  limited  partnership.  The  Partnership  commenced  business
operations on its initial  closing date,  March 31, 1994,  with the admission of
16,537.73 limited partnership units at $100 per unit representing  $1,653,773 of
capital  contributions.  Between April 1, 1994 and December 31, 1994, 111,166.37
additional units were admitted representing $11,116,637 of capital contributions
and from  January  1,  1995 to  November  8,  1995  (the  final  closing  date),
256,153.02  additional  units were  admitted,  bringing  the final  admission to
383,857.12 units totaling $38,385,712 in capital contributions. Between 1995 and
1997 the Partnership  redeemed 3,179.00 limited  partnership  units. In 1998 the
Partnership redeemed 1,324.92 units leaving 379,353.20 limited partnership units
outstanding at December 31, 1998. The sole general partner is ICON Capital Corp.
(the "General Partner").

Narrative Description of Business

     The  Partnership is an equipment  leasing fund. The principal  objective of
the  Partnership is to obtain the maximum  economic  return from its investments
for the  benefit  of its  limited  partners.  To  achieve  this  objective,  the
Partnership  intends  to: (1) acquire a  diversified  portfolio  of  short-term,
high-yield lease and financing transactions, (2) make monthly cash distributions
to its limited partners from cash from operations,  commencing with each limited
partner's  admission to the  Partnership,  continuing  through the  reinvestment
period,  which  period  will end no later  than  November  2000;  (3)  re-invest
substantially  all  undistributed  cash from  operations  and cash from sales in
additional equipment and financing  transactions during the reinvestment period;
and (4) sell the Partnership's investments and distribute the cash from sales of
such investments to its limited partners within five to eight and one-half years
of November 1995.

     The equipment  leasing  industry is highly  competitive.  In initiating its
leasing   transactions,   the  Partnership   competes  with  leasing  companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many  competitors  are larger than the  Partnership  and have greater  financial
resources.

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


<PAGE>


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

                                December 31, 1998

Lease and Financing Transactions

     For the years ended December 31, 1998 and 1997, the  Partnership  purchased
and leased or financed  $6,901,428  and  $2,129,099 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  33  and  58  months,
respectively.  Included in the summary of  equipment  cost by category  below is
100% of the equipment cost acquired by a joint venture in which the  Partnership
has  a  99%  interest.   The   Partnership   accounts  for  this  investment  by
consolidating  100% of the  assets and  liabilities  of the joint  ventures  and
reflecting,  as a  liability,  the  related  minority  interest.  The  equipment
purchased by four other joint ventures in which the  Partnership has a less than
50% interest are not included in this table.  At December 31, 1998, the weighted
average initial  transaction  term of the portfolio was 49 months.  A summary of
the portfolio  equipment  cost by category held at December 31, 1998 and 1997 is
as follows:

                               December 31, 1998          December 31, 1997
                             ---------------------      ---------------------

Category                         Cost      Percent          Cost      Percent

Aircraft .................   $19,100,646    27.1%       $36,659,753    40.4%
Manufacturing & production    17,271,925    24.4         16,137,468    17.8
Telecommunications .......    13,814,671    19.6         14,363,494    15.8
Computer systems .........    10,579,442    15.0         16,694,856    18.4
Material handling ........     4,084,138     5.8            315,222      .3
Printing .................     1,376,438     2.0          2,127,113     2.3
Restaurant equipment .....     1,290,238     1.8          1,272,845     1.4
Furniture and fixtures ...       910,706     1.3          1,092,758     1.3
Medical ..................       796,703     1.1            948,076     1.0
Construction .............       702,731     1.0               --       --
Retail systems ...........       377,233      .5            693,753      .8
Video production .........       130,023      .2             94,324      .1
Miscellaneous ............       117,118      .2            341,988      .4
                             -----------   -----        -----------   -----
                                                        
                             $70,552,012   100.0%       $90,741,650   100.0%
                             ===========   =====        ===========   =====
                                                   
     The Partnership has one lease which  individually  represents  greater than
10% of the total  portfolio  equipment  cost at December 31, 1998.  The lease is
with Aerovias de Mexico, S.A. de C.V. ("Aero Mexico");  the underlying equipment
is an aircraft and the asset represented 27.1% of the total portfolio  equipment
cost at December 31, 1998.

Item 2.  Properties

     The  Partnership  neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.




<PAGE>


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

                                December 31, 1998

Item 3.  Legal Proceedings

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 1998.

PART II

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

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

                                  Number of Equity Security Holders
         Title of Class                   as of December 31,
         --------------           ---------------------------------
                                        1998             1997
                                        ----             ----

         Limited Partners              2,269            2,260
         General Partner                   1                1



<PAGE>


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

                                December 31, 1998

Item 6.  Selected Consolidated Financial and Operating Data
<TABLE>

                                                                  Year Ended December 31,
                                        --------------------------------------------------------------------------
                                             1998           1997            1996           1995           1994
                                             ----           ----            ----           ----           ----

<S>                                     <C>            <C>             <C>            <C>            <C>          
Total revenue                           $   6,162,370  $    6,510,932  $   9,576,756  $   6,729,913  $     203,858
                                        =============  ==============  =============  =============  =============

Net income (loss)                       $     467,639  $       35,620  $    (366,967) $      76,068  $      70,890
                                        =============  ==============  =============  =============  =============

Net income (loss) allocable to
   limited partners                     $     462,963  $       35,264  $    (363,297) $      75,307  $      70,181
                                        =============  ==============  =============  =============  =============

Net income (loss) allocable
   to the General Partner               $       4,676  $          356  $      (3,670) $         761  $         709
                                        =============  ==============  =============  =============  =============

Weighted average limited
   partnership units outstanding              379,984         381,687        383,196        260,453         31,755
                                        =============  ==============  =============  =============  =============

Net income (loss) per weighted
   average limited partnership unit     $        1.22  $         .09   $        (.95) $         .29  $       2.21
                                        =============  =============   =============  =============  ============

Distributions to limited partners       $   4,085,189  $    4,102,940  $   4,119,354  $   2,543,783  $     311,335
                                        =============  ==============  =============  =============  =============

Distributions to the General Partner    $      41,261  $       41,444  $      41,613  $      25,694  $       3,145
                                        =============  ==============  =============  =============  =============

                                                                      December 31,
                                    ------------------------------------------------------------------------------
                                         1998             1997            1996            1995            1994
                                         ----             ----            ----            ----            ----

         Total assets               $   44,487,621  $   54,837,228   $   81,805,142  $  103,090,950 $   14,381,964
                                    ==============  ==============   ==============  ============== ==============

         Partners' equity           $   17,884,454  $   21,605,338   $   25,864,652  $   30,446,813 $   10,803,815
                                    ==============  ==============   ==============  ============== ==============
</TABLE>

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


<PAGE>


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

                                December 31, 1998

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases, an operating lease, financings, equity investments in joint ventures and
a leveraged lease representing 49%, 36%, 11%, 4%, and 0% of total investments at
December  31,  1998,  respectively,  and  55%,  33%,  4%,  4%  and  4% of  total
investments at December 31, 1997, respectively.

Results of Operations

Years Ended December 31, 1998 and 1997

     For the years ended December 31, 1998 and 1997, the  Partnership  purchased
and  leased  or  financed  equipment  with an  initial  cost of  $3,100,320  and
$2,129,099, respectively, to 11 and 33 lessees or equipment users, respectively.

     Revenues for the year ended December 31, 1998 were $6,162,370, representing
a decrease of $348,562 or 5% from 1997.  The  decrease in revenues  was due to a
decrease  in  finance  income of  $958,314  or 31%, a  decrease  in income  from
leveraged  leases  of  $309,473  or 59% and a  decrease  in income  from  equity
investments in joint ventures of $112,916 or 24% from 1997. These decreases were
partially offset by an increase in net gain on sales or remarketing of equipment
of $776,525,  an increase in rental income of $187,751 or 8%, and an increase in
interest  income and other of $67,865 or 67% from 1997.  The decrease in finance
income  resulted  from the  decrease  in the average  size of the finance  lease
portfolio from 1997 to 1998.  Income from the leveraged  lease  decreased due to
the   Partnership's   1998  termination  of  its  lease  with  Airbus  Industrie
("Airbus").  Income from the equity investments in joint ventures decreased as a
result of one of the underlying joint venture's increasing its provision for bad
debts.  In December  1998,  the  Partnership  entered into a new joint  venture,
however,  there were no revenues  generated from such joint venture in 1998. The
net gain on sales or  remarketing  of equipment  increased  due primarily to the
gain on termination of the Airbus lease. The Partnership's  operating lease with
Alaska Air  terminated  in April 1997 and the asset was  subsequently  leased to
Aero Mexico at a greater contractual rental rate, and as a result, rental income
increased  from 1997 to 1998.  Interest  income  and other  increased  due to an
increase in the average cash balance,  and an increase in late charges from 1997
to 1998.

     Expenses for the year ended December 31, 1998 were $5,694,731, representing
a decrease of $780,581 or 12% from 1997.  The  decrease in expenses was due to a
decrease in interest  expense of $483,670 or 18%, a decrease in  amortization of
initial  direct costs of $177,703 or 17%, a decrease in provision  for bad debts
of $130,277 or 71%, a decrease in management fees of $123,168 or 11%, a decrease
in  administrative  expense  reimbursements  of $61,991  or 11%,  a decrease  in
depreciation  expense of $8,482 or 1%, and a decrease  in  minority  interest in
joint venture of $1,240 or 16%.  These  decreases  were  partially  offset by an
increase in general  and  administrative  expense of $205,950 or 115%.  Interest
expense decreased due to a decrease in the average debt outstanding from 1997 to
1998.  Amortization of initial direct costs,  management fees and administrative
expense  reimbursements  decreased  due to a decrease in the average size of the
portfolio from 1997 to 1998. The decrease in depreciation  expense resulted from
the  Partnership's  restructuring  of its  operating  lease  when it leased  the
aircraft to Aero Mexico. Minority interest in joint venture decreased due to the
Partnership's September


<PAGE>


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

                                December 31, 1998

1997 purchase of the minority  interests relating to ICON Asset Acquisition LLC.
As a result of the ongoing  analysis of delinquency  trends and loss experience,
and an assessment of overall  credit risk,  the  Partnership  determined  that a
provision of $52,997 for bad debt was  required for the year ended  December 31,
1998. The increase in general and administrative  expenses was primarily related
to an increase in legal  expense  which  included the  accelerated  write off of
capitalized  legal fees related to the  Partnership's  termination  of its lease
with Airbus.

     Net income for the years ended  December 31, 1998 and 1997 was $467,639 and
$35,620,  respectively.  The net income per weighted average limited partnership
unit was $1.22 and $.09 for 1998 and 1997, respectively.

Years Ended December 31, 1997 and 1996

     For the years ended December 31, 1997 and 1996, the  Partnership  purchased
and  leased  or  financed  equipment  with an  initial  cost of  $2,129,099  and
$45,524,755,   respectively,   to  33  and  242  lessees  or  equipment   users,
respectively.

     Revenues for the year ended December 31, 1997 were $6,510,932, representing
a decrease of $3,065,824 or 32% from 1996. The decrease in revenues was due to a
decrease in finance  income of $3,212,672 or 51%, a decrease in rental income of
$164,370 or 7%, a decrease in interest income and other of $251,900 or 71% and a
decrease in net gain on sales or  remarketing  of  equipment  of $280,051 or 83%
from 1996.  These decreases were partially  offset by an increase in income from
equity  investment in joint  ventures of $459,665 and an increase in income from
the  leveraged  lease of $383,504  from 1996.  The  decrease  in finance  income
resulted  from the decrease in the average size of the finance  lease  portfolio
from 1996 to 1997. The Partnership's  operating lease with Alaska Air terminated
in April 1997.  The asset was  subsequently  leased to Aero Mexico in June 1997.
Although  contractual  rents  under the new Aero Mexico  lease are greater  than
contractual  rents under the Alaska Air lease,  rental  income  decreased due to
1997 rental income  representing  nine months of contractual rents versus a full
year of contractual rents in 1996.  Interest income and other decreased due to a
decrease in the average  cash  balance and a reduction in late charges from 1996
to 1997. The net gain on sales or remarketing decreased due to a decrease in the
number of leases maturing, and the underlying equipment being sold or remarketed
for which proceeds received were in excess of carrying value. Income from equity
investment in joint ventures  increased as a direct result of the  Partnership's
March and September  1997  contribution  to ICON  Receivables  1997-A LLC. These
contributions  consisted of equipment lease and finance  receivables,  residuals
and cash totaling $11,129,804. Income from leveraged leases increased due to the
Partnership  earning  income  for the  entire  twelve  month  period  in 1997 as
compared to three months in 1996.

     Expenses for the year ended December 31, 1997 were $6,475,312, representing
a decrease of $3,468,411 or 35% from 1996. The decrease in expenses was due to a
decrease in interest  expense of  $1,681,987 or 39%, a decrease in provision for
bad debt of $566,726 or 76%, a decrease of general and administrative expense of
$479,006 or 73%, a decrease in  amortization of initial direct costs of $278,321
or 21%,  a decrease  in  management  fees of  $240,680  or 18%,  a  decrease  in
depreciation  expense of $103,374 or 12%, a decrease in  administrative  expense
reimbursements  of $94,894 or 15% and a decrease  in  minority  interest  in the
joint venture of $23,423 or 75%. Interest expense decreased due to a decrease in
the average  debt  outstanding  from 1996 to 1997.  General  and  administrative
expenses, amortization of


<PAGE>


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

                                December 31, 1998

initial direct costs, management fees, administrative expense reimbursements and
depreciation  decreased  due to a decrease in the average size of the  portfolio
from 1996 to 1997 and as the result of the Partnership contributing a portion of
its  portfolio  to a joint  venture.  The  minority  interest  in joint  venture
decreased as a result of the Partnership's acquisition of ICON Asset Acquisition
LLC's  entire  investment  in leases  during  1997.  As a result of the  ongoing
analysis of delinquency trends and loss experience, and an assessment of overall
credit risk,  the  Partnership  determined  that a provision of $183,274 for bad
debt was required for the year ended December 31, 1997.

     Net  income  (loss)  for the years  ended  December  31,  1997 and 1996 was
$35,620 and ($366,967), respectively. The net income (loss) per weighted average
limited partnership unit was $.09 and ($.95), respectively.

Liquidity and Capital Resources

     The Partnership's primary sources of funds for the years ended December 31,
1998,  1997 and  1996  were  net  cash  (used  in)  provided  by  operations  of
$3,543,778,  $11,225,547  and $9,923,936 and proceeds from sales of equipment of
$4,473,161,  $4,336,675 and $8,684,744,  respectively.  These funds were used to
invest in joint ventures,  purchase  equipment,  make payments on borrowings and
fund  cash  distributions.   The  Partnership  intends  to  purchase  additional
equipment and fund cash distributions,  utilizing cash from operations, proceeds
from sales of equipment and additional borrowings.

     The  Partnership's  notes  payable at December  31,  1998 and 1997  totaled
$23,379,315  and  $31,187,487,  respectively,  and consisted of $22,360,201  and
$28,811,864 in non-recourse notes,  respectively,  which are being paid directly
to the lenders by the lessees,  $131,299 and $131,299 in  non-recourse  residual
value  notes,  respectively,  which  will  be paid to the  extent  proceeds  are
available in excess of the Partnership's  estimated  unguaranteed  residuals and
$887,815 and $2,244,324 in non-recourse secured notes, respectively,  which will
be paid from proceeds from the lease portfolio that secures the financing.

      In March 1997 the  Partnership,  ICON Cash Flow Partners,  L.P.,  Series D
("Series D"), and ICON Cash Flow Partners L.P. Seven ("L.P. Seven"), contributed
and  assigned  equipment  lease and finance  receivables  and  residuals to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity created for the
purpose  of  originating  leases,   managing  existing  contributed  assets  and
securitizing its portfolio.  In September 1997 the  Partnership,  ICON Cash Flow
Partners,  L.P.,  Series E ("Series E") and L.P. Seven  contributed and assigned
additional  equipment lease and finance receivables and residuals to 1997-A. The
Partnership,  Series D, Series E and L.P. Seven received a 31.03%, 17.81% 31.19%
and 19.97% interest, respectively, in 1997-A based on the present value of their
related contributions.  In September 1997, 1997-A securitized  substantially all
of its equipment leases and finance receivables and residuals. 1997-A became the
beneficial owner of a trust. The Partnership's  original investment was recorded
at cost and is  adjusted  by its share of  earnings,  losses  and  distributions
thereafter.

     In  August  1997  the  Partnership,  Series E and L.P.  Seven  formed  ICON
Receivables  1997-B LLC  ("1997-B"),  a special  purpose  entity  formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
Series  E and L.P.  Seven  contributed  $250,000  (8.33%  interest),  $2,250,000
(75.00%  interest) and $500,000 (16.67%  interest),  respectively to 1997-B.  In
order to fund the acquisition of leases,  1997-B obtained a warehouse  borrowing
facility from Prudential Securities


<PAGE>


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

                                December 31, 1998

Credit  Corporation (the "1997-B Warehouse  Facility").  In October 1998, 1997-B
completed an equipment securitization.  The net proceeds from the securitization
of these assets were used to pay-off the  remaining  1997-B  Warehouse  Facility
balance and any remaining  proceeds were  distributed  to the 1997-B  members in
accordance  with  their  membership   interests.   The  Partnership's   original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.

     In  December  1998 the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series C"), L.P. Seven and ICON Income Fund Eight A
L.P.  ("Eight A") formed ICON Boardman  Funding LLC ("ICON BF"), for the purpose
of acquiring a lease with Portland General Electric.  The purchase price totaled
$27,421,810,  and was  funded  with cash and  non-recourse  debt  assumed in the
purchase  price.  The  Partnership,  Series C, L.P. Seven and Eight A received a
 .5%, .5%, .5% and 98.5% interest,  respectively,  in ICON BF. The  Partnership's
original  investment was recorded at cost of $56,960 and will be adjusted by its
share of earnings, losses and distributions, thereafter. Simultaneously with the
acquisition  of the  Portland  General  Electric  lease by ICON BF,  the rent in
excess  of  the  senior  debt  payments  was  acquired  by the  Partnership  for
$3,801,108.

     Cash  distributions  to limited  partners for the years ended  December 31,
1998 and 1997,  which were paid  monthly,  totaled  $4,085,189  and  $4,102,940,
respectively, of which $462,963 and $35,264 was investment income and $3,622,226
and $4,067,676  was a return of capital,  respectively.  The monthly  annualized
cash distribution rate to limited partners in 1998 and 1997 was 10.75%, of which
1.22%  and .09% was  investment  income  and 9.53%  and  10.66%  was a return of
capital,  respectively.  The limited partner  distribution  per weighted average
unit  outstanding  in 1998 and  1997 was  $10.75,  of which  $1.22  and $.09 was
investment income and $9.53 and $10.66 was a return of capital, respectively.

     As of December 31, 1998, except as noted above,  there were no known trends
or demands,  commitments,  events or uncertainties  which are likely to have any
material effect on liquidity. As cash is realized operations, sales of equipment
and borrowings,  the Partnership  will invest in equipment leases and financings
where it deems it to be  prudent  while  retaining  sufficient  cash to meet its
reserve requirements and recurring obligations.

Year 2000 Issue

    The Year 2000 issue arose because many existing  computer programs have been
written  using two digits rather than four to define the  applicable  year. As a
result,  programs could  interpret  dates ending in "00" as the year 1900 rather
than the year  2000.  In  certain  cases,  such  errors  could  result in system
failures  or  miscalculations   that  disrupt  the  operation  of  the  affected
businesses.

    The Partnership  uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third party vendors.  The General Partner has formally  communicated  with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer technologies, such as its network operating system and third


<PAGE>


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

                                December 31, 1998

party software applications,  including payroll and electronic banking have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not determinable.

    The General  Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal  computers.  The
General  Partner's  costs  incurred to date and  expected  future  costs are not
material.


<PAGE>


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

                                December 31, 1998

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements

                                                                   Page Number
                                                                   -----------
Independent Auditors' Report                                            14

Consolidated Balance Sheets as of December 31, 1998 and 1997         15-16

Consolidated Statements of Operations for the Years Ended
  December 31, 1998, 1997 and 1996                                      17

Consolidated Statements of Changes in Partners'
  Equity for the Years Ended
  December 31, 1998, 1997 and 1996                                      18

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1998, 1997 and 1996                                   19-21

Notes to Consolidated Financial Statements                           22-33



<PAGE>






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

                        Consolidated Financial Statements

                                December 31, 1998

                   (With Independent Auditors' Report Thereon)



<PAGE>













                          INDEPENDENT AUDITORS' REPORT




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

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners L.P. Six (a Delaware  limited  partnership) as of December 31, 1998 and
1997,  and  the  related  consolidated  statements  of  operations,  changes  in
partners'  equity and cash flows for each of the years in the three-year  period
ended  December  31,  1998.  These  consolidated  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners  L.P.  Six as of  December  31,  1998 and 1997,  and the results of its
operations  and its cash  flows for each of the years in the  three-year  period
ended  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.





                                             /s/ KPMG LLP
                                             -----------------------------------
                                             KPMG LLP



March 12, 1999
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,

                                                    1998           1997
                                                    ----           ----

       Assets

Cash .......................................   $    125,260    $  4,000,250
                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable ................     13,507,407      20,412,591
   Estimated unguaranteed residual values ..     11,238,451      10,714,403
   Initial direct costs ....................        275,189         826,251
   Unearned income .........................     (3,371,116)     (4,216,807)
   Allowance for doubtful accounts .........       (231,149)       (110,120)
                                               ------------    ------------

                                                 21,418,782      27,626,318
Investment in operating leases
   Equipment, at cost ......................     19,100,646      19,100,646
   Accumulated depreciation ................     (2,967,204)     (2,230,411)
                                               ------------    ------------

                                                 16,133,442      16,870,235
Investment in financings
   Receivables due in installments .........      5,431,790       2,029,854
   Initial direct costs ....................          4,917          21,918
   Unearned income .........................       (761,705)       (186,139)
   Allowance for doubtful accounts .........        (49,913)         (5,823)
                                               ------------    ------------

                                                  4,625,089       1,859,810
                                               ------------    ------------

Investments in unconsolidated joint ventures      1,803,243       2,142,619
                                               ------------    ------------

Investment in leveraged lease, net .........           --         1,845,641
                                               ------------    ------------

Other assets ...............................        381,805         492,355
                                               ------------    ------------

Total assets ...............................   $ 44,487,621    $ 54,837,228
                                               ============    ============





                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (continued)

                                   (unaudited)
<TABLE>

                                                               1998           1997
                                                               ----           ----

       Liabilities and Partners' Equity

<S>                                                       <C>             <C>         
Note payable - non-recourse - secured financing .......   $    887,815    $  2,244,324
Notes payable - non-recourse ..........................     22,491,500      28,943,163
Security deposits and deferred credits ................      2,571,642       1,756,094
Accounts payable - other ..............................        177,397         189,835
Accounts payable to General Partner and affiliates, net        425,089          51,323
Minority interest in consolidated joint venture .......         49,724          47,151
                                                          ------------    ------------

                                                            26,603,167      33,231,890
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ....................................       (149,325)       (112,740)
   Limited partners (379,353.20 and 380,678.12
     units outstanding, $100 per unit original
     issue price in 1998 and 1997, respectively) ......     18,033,779      21,718,078
                                                          ------------    ------------

     Total partners' equity ...........................     17,884,454      21,605,338
                                                          ------------    ------------

Total liabilities and partners' equity ................   $ 44,487,621    $ 54,837,228
                                                          ============    ============

</TABLE>
















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                        For the Years Ended December 31,
<TABLE>

                                                                 1998         1997           1996
                                                                 ----         ----           ----
Revenues

<S>                                                          <C>           <C>            <C>        
   Rental income .........................................   $ 2,435,986   $ 2,248,235    $ 2,412,605
   Finance income ........................................     2,155,913     3,114,227      6,326,899
   Net gain on sales or remarketing of equipment .........       835,048        58,523        338,574
   Income from leveraged lease, net ......................       213,841       523,314        139,810
   Income from investments in
     unconsolidated joint ventures .......................       353,141       466,057          6,392
   Interest income and other .............................       168,441       100,576        352,476
                                                             -----------   -----------    -----------

   Total revenues ........................................     6,162,370     6,510,932      9,576,756
                                                             -----------   -----------    -----------

Expenses

   Interest ..............................................     2,164,887     2,648,557      4,330,544
   Management fees - General Partner .....................       969,546     1,092,714      1,333,394
   Amortization of initial direct costs ..................       893,953     1,071,656      1,349,977
   Depreciation ..........................................       736,793       745,275        848,649
   Administrative expense reimbursements
     - General Partner ...................................       485,391       547,382        642,276
   General and administrative ............................       384,414       178,464        657,470
   Provision for bad debts ...............................        52,997       183,274        750,000
   Minority interest expense in consolidated joint venture         6,750         7,990         31,413
                                                             -----------   -----------    -----------

   Total expenses ........................................     5,694,731     6,475,312      9,943,723
                                                             -----------   -----------    -----------

Net income (loss) ........................................   $   467,639   $    35,620    $  (366,967)
                                                             ===========   ===========    ===========

Net income (loss) allocable to:
   Limited partners ......................................   $   462,963   $    35,264    $  (363,297)
   General Partner .......................................         4,676           356         (3,670)
                                                             -----------   -----------    -----------

                                                             $   467,639   $    35,620    $  (366,967)
                                                             ===========   ===========    ===========

Weighted average number of limited
   partnership units outstanding .........................       379,984       381,687        383,196
                                                             ===========   ===========    ===========

Net income (loss) per weighted average
   limited partnership unit ..............................   $      1.22   $       .09    $      (.95)
                                                             ===========   ===========    ===========
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 1998, 1997 and 1996
<TABLE>

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

<S>                                     <C>          <C>           <C>            <C>        <C>        
Balance at
   December 31, 1995                                             $ 30,473,182   $ (26,369)  $30,446,813
                                                                 
Cash distributions                                               
   to partners                          $10.75       $  -          (4,119,354)    (41,613)   (4,160,967)
                                                                 
Limited partnership units                                        
   redeemed (728.00 units)                                            (54,227)       -          (54,227)
                                                                 
Net loss                                                             (363,297)     (3,670)     (366,967)
                                                                 ------------   ---------   -----------
                                                                 
Balance at                                                       
   December 31, 1996                                               25,936,304     (71,652)   25,864,652
                                                                 
Cash distributions                                               
   to partners                          $10.66       $ .09         (4,102,940)    (41,444)   (4,144,384)
                                                                 
Limited partnership units                                        
   redeemed (2,186.00 units)                                         (150,550)        -        (150,550)
                                                                 
Net income                                                             35,264         356        35,620
                                                                 ------------   ---------   -----------
                                                                 
Balance at                                                       
   December 31, 1997                                               21,718,078    (112,740)   21,605,338
                                                                                         -
                                                                 
Cash distributions                                               
   to partners                          $ 9.53       $1.22         (4,085,189)    (41,261)   (4,126,450)
                                                                 
Limited partnership units                                        
   redeemed (1,324.92 units)                                          (62,073)        -         (62,073)
                                                                 
Net income                                                            462,963       4,676       467,639
                                                                 ------------   ---------   -----------
                                                                 
Balance at                                                       
   December 31, 1998                                             $ 18,033,779   $(149,325)  $17,884,454
                                                                 ============   =========   ===========
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

              For the Years Ended December 31, 1998, 1997 and 1996
<TABLE>

                                                                    1998           1997            1996
                                                                    ----           ----            ----

Cash flows from operating activities:
<S>                                                            <C>             <C>             <C>          
   Net income (loss) .......................................   $    467,639    $     35,620    $   (366,967)
                                                               ------------    ------------    ------------
   Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
     Depreciation ..........................................        736,793         745,275         848,649
     Rental income - paid directly to lenders by lessees ...     (2,435,986)     (2,248,235)     (2,412,605)
     Finance income portion of receivables paid directly
       to lenders by lessees ...............................     (1,721,166)     (2,544,328)     (3,542,098)
     Amortization of initial direct costs ..................        893,953       1,071,656       1,349,977
     Net gain on sales or remarketing of equipment .........       (835,048)        (58,523)       (338,574)
     Income from investments in
       unconsolidated joint ventures .......................       (353,141)       (466,057)         (6,392)
     Interest expense on non-recourse financing
       paid directly by lessees ............................      2,041,550       2,408,565       3,123,670
     Income from leveraged lease, net ......................       (213,841)       (523,314)       (139,810)
     Minority interest expense in consolidated joint venture          6,750           7,990          31,413
     Changes in operating assets and liabilities:
       Allowance for doubtful accounts .....................        165,119        (382,882)        793,905
       Distributions received from
         unconsolidated joint ventures .....................      1,000,802       9,742,849            --
       Investments in unconsolidated joint ventures ........       (307,714)       (850,000)           --
       Collection of principal - non-financed receivables ..      2,274,995       7,126,659       9,296,801
       Other assets ........................................         49,231           2,012         300,775
       Security deposits and deferred credits ..............        815,548      (1,173,286)      2,678,612
       Minority interest in consolidated joint venture .....         (4,177)       (838,732)     (1,033,149)
       Accounts payable - other ............................        (40,470)       (563,934)        305,351
       Accounts payable to General Partner
         and affiliates, net ...............................        373,766          69,191      (1,037,286)
       Other, net ..........................................        629,175         (87,305)         71,664
                                                               ------------    ------------    ------------

         Total adjustments .................................      3,076,139      11,189,927      10,290,903
                                                               ------------    ------------    ------------

       Net cash (used in) provided by operating activities .      3,543,778      11,225,547       9,923,936
                                                               ------------    ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment ........................      4,473,161       4,336,675       8,684,744
   Equipment and receivables purchased .....................     (6,346,897)     (2,198,713)    (16,511,707)
   Initial direct costs ....................................           --              --        (2,164,341)
                                                               ------------    ------------    ------------
       Net cash provided by (used in) investing activities .     (1,873,736)      2,137,962      (9,991,304)
                                                               ------------    ------------    ------------
</TABLE>

                                                        (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows - Continued
<TABLE>

                                                              1998             1997           1996
                                                              ----             ----           ----

Cash flows from financing activities:
<S>                                                         <C>             <C>             <C>        
   Cash distributions to partners .....................     (4,126,450)     (4,144,384)     (4,160,967)
   Principal payments on non-recourse secured financing     (1,356,509)     (9,889,949)     (8,990,845)
   Redemption of limited partnership units ............        (62,073)       (150,550)        (54,227)
   Proceeds from non-recourse securitized debt ........           --              --         5,941,893
   Proceeds from note payable - affiliate loan ........           --         7,780,328            --
   Principal payments on note payable - affiliate .....           --        (7,780,328)           --
   Proceeds from discounting receivables ..............           --              --         3,171,188
                                                          ------------    ------------    ------------

       Net cash used in financing activities ..........     (5,545,032)    (14,184,883)     (4,092,958)
                                                          ------------    ------------    ------------

Net decrease in cash ..................................     (3,874,990)       (821,374)     (4,160,326)

Cash at beginning of year .............................      4,000,250       4,821,624       8,981,950
                                                          ------------    ------------    ------------

Cash at end of year ...................................   $    125,260    $  4,000,250    $  4,821,624
                                                          ============    ============    ============

</TABLE>























See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

      Interest  expense of  $2,164,887,  $2,648,557 and $4,330,544 for the years
ended  December  31,  1998,  1997 and 1996  consisted  of:  interest  expense on
non-recourse  financing  accrued  or paid  directly  to  lenders  by  lessees of
$2,041,550,  $2,408,565  and  $3,123,670,   respectively,  interest  expense  on
recourse secured financing of $123,337,  $232,325 and $1,133,394,  respectively,
and other interest of $0, $7,667 and $73,480, respectively.

     For the years ended  December 31, 1998,  1997 and 1996 non-cash  activities
included the following:
<TABLE>

                                                             1998           1997           1996
                                                             ----           ----           ----

Principal and interest on direct finance receivables
<S>                                                    <C>             <C>             <C>         
  paid directly to lenders by lessees ..............   $  6,583,726    $  9,689,813    $ 13,819,924
Rental income - assigned operating
  lease receivables ................................      2,435,986       2,248,235       2,412,065
Principal and interest on non-recourse financing
  paid directly to lenders by lessees ..............     (9,019,712)    (11,938,048)    (16,231,989)

Fair value of equipment and receivables purchased
  for debt and payables ............................       (554,531)       (186,715)    (36,569,439)
Non-recourse notes payable assumed in
  purchase price ...................................        526,499         186,715      36,569,439
Accounts payable-equipment .........................         28,032            --              --

Decrease in investment in finance leases and
   financings due to contribution to
   unconsolidated joint venture ....................           --        10,625,730            --
Increase in investments in
   unconsolidated joint ventures ...................           --       (10,625,730)           --

Decrease in investment in finance leases
  due to terminations ..............................           --           715,745            --
Decrease in notes payable non-recourse due
  to terminations ..................................           --          (715,745)           --
                                                       ------------    ------------    ------------

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






See accompanying notes to consolidated financial statements.


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 1998

1.   Organization

     ICON Cash Flow Partners L.P. Six (the  "Partnership") was formed on July 8,
1993 as a Delaware limited partnership with an initial capitalization of $2,000.
It was formed to acquire various types of equipment,  to lease such equipment to
third  parties  and,  to a  lesser  degree,  to  enter  into  secured  financing
transactions.  The  Partnership  commenced  business  operations  on its initial
closing date, March 31, 1994 and by its final closing in 1995,  383,857.12 units
had  been  admitted  into the  Partnership  with  aggregate  gross  proceeds  of
$38,385,712.  Between 1995 and 1997 the Partnership  redeemed  3,179.00  limited
partnership  units.  In 1998 the  Partnership  redeemed  1,324.92  units leaving
379,353.20 limited partnership units outstanding at December 31, 1998.

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

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting  compensation  paid  by  the  Partnership,  including  underwriting
commissions,   sales  commissions,   incentive  fees,  public  offering  expense
reimbursements  and due diligence  activities is limited to 13 1/2% of the gross
proceeds received from the sale of the units. Such offering expenses  aggregated
$5,182,071 (including $2,111,214 paid to the General Partner or its affiliates),
and were charged directly to limited partners' equity.

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

2.   Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and assumptions that affect the reported amounts of assets at the
date of the financial statements, and revenues and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.   In  addition,
management is required to disclose contingent assets and liabilities.

     Certain  reclassifications  have been made to prior  year's  statements  to
conform to the 1998 presentation.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Consolidation - The consolidated  financial statements include the accounts
of the Partnership and its majority owned subsidiaries,  ICON Six Corp. and ICON
Cash Flow L.L.C.  II. All  inter-company  accounts  and  transactions  have been
eliminated.  The  Partnership  accounts for its interests in less than 50% 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 thereafter.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance leases, leveraged leases or operating leases, as appropriate.
For finance leases, the Partnership  records, at the inception of the lease, the
total minimum lease payments  receivable,  the estimated  unguaranteed  residual
values,  the initial direct costs related to the leases and the related unearned
income. Unearned income represents the difference between the sum of the minimum
lease payments  receivable  plus the estimated  unguaranteed  residual minus the
cost of the leased  equipment.  Unearned  income is recognized as finance income
over  the  terms  of  the  related  leases  using  the  interest   method.   The
Partnership's  net  investment  in leveraged  leases  consists of minimum  lease
payments receivable,  the estimated unguaranteed residual values and the initial
direct costs related to the leases, net of the unearned income and principal and
interest on the related  non-recourse  debt.  Unearned  income is  recognized as
income from  leveraged  leases over the life of the lease at a constant  rate of
return on the  positive  net  investment.  For  operating  leases,  equipment is
recorded at cost and is depreciated on the  straight-line  method over the lease
terms to their estimated fair market values at lease terminations. Related lease
rentals are recognized on the straight-line  method over the lease terms. Billed
and  uncollected  operating  lease  receivables,  net of allowance  for doubtful
accounts,  are included in other assets.  Initial direct costs of finance leases
and leveraged  leases are  capitalized  and are amortized  over the terms of the
related  leases using the  interest  method.  Initial  direct costs of operating
leases are capitalized and amortized on the straight-line  method over the lease
terms. The Partnership's  leases have terms ranging from two to five years. Each
lease is  expected  to provide  aggregate  contractual  rents  that,  along with
residual  proceeds,  return the Partnership's cost of its investments along with
investment income.

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

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Separate  disclosure of fair value  information as of December 31,
1998 and 1997 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease  arrangements  and (ii) the carrying  value of financial  assets,
other than lease related  investments,  and certain other payables  approximates
market value and (iii) fair value information  concerning  certain  non-recourse
debt  obligations is not  practicable to estimate  without  incurring  excessive
costs to obtain all the  information  that would be necessary to derive a market
interest rate.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Redemption of Limited  Partnership Units - The General Partner consented to
the Partnership redeeming 728.00 limited partnership units during 1996, 2,186.00
limited  partnership  units during 1997,  and  1,324.92  units during 1998.  The
redemption amount was calculated  following the specified  redemption formula in
accordance with the Partnership agreement.  Redeemed units have no voting rights
and do not share in distributions.  The Partnership  agreement limits the number
of units  which can be redeemed  in any one year and  redeemed  units may not be
reissued.  Redeemed limited  partnership  units are accounted for as a deduction
from partners' equity.

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

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

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

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

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

     New Accounting  Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities  in the balance sheet and measure those  instruments  at fair value.
SFAS No. 133 is effective for all quarters of fiscal years  beginning after June
15, 1999. The adoption of SFAS No. 133 is not expected to have a material effect
on the Partnership's net income, partners' equity or total assets.

3.    Net Investment in Leveraged Lease

      In September 1996 the Partnership acquired,  subject to a leveraged lease,
the beneficial  interest in an aircraft.  The aircraft was an Airbus A-300B4-203
on lease to Airbus  Industrie  through 2003. The purchase price of the asset was
$19,595,956  and  consisted  of  $1,409,839  in  cash,  plus the  assumption  of
non-recourse   senior  debt  and  non-recourse  junior  debt.  The  junior  debt
represents cash receivable under the lease in excess of debt service  obligation
to the senior lender.

      In  December  1998 the  Partnership  sold its  beneficial  interest in the
aircraft to Airbus Industrie. The proceeds from the sale totaled $20,834,705 and
were used to pay off the senior debt,  the junior debt and a third party under a
residual sharing  agreement.  The remaining  proceeds  ($2,647,482 in cash) were
retained by the Partnership.  The Partnership recognized an $884,876 gain on the
sale of the beneficial interest.

4.    Investments in Joint Ventures

      The Partnership  and affiliates  formed six joint ventures for the purpose
of acquiring and managing various assets.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     The  former  joint  venture  described  below  became  100%  owned  by  the
Partnership  in 1997,  was  dissolved  and the assets of the joint  venture  are
included with the Partnership's assets.

      ICON Asset Acquisition L.L.C. I

      In  February  1995 the  Partnership  and two  affiliates,  ICON  Cash Flow
Partners, L.P., Series B ("Series B"), and ICON Cash Flow Partners, L.P., Series
C ("Series C") formed ICON Asset  Acquisition  L.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring,  managing and  securitizing a portfolio
of leases. The Partnership, Series B and Series C contributed $8,700,000 (77.68%
interest),   $1,000,000  (8.93%  interest)  and  $1,500,000  (13.39%  interest),
respectively,  to ICON Asset  Acquisition  LLC. On February 17, 1995, ICON Asset
Acquisition  LLC  purchased  an  existing   portfolio  of  leases,   securitized
substantially  all of its portfolio and became the beneficial  owner of a trust.
In  September  1997  the  Partnership  purchased,  from  Series  B and C,  their
investment in ICON Asset  Acquisition  LLC.  Series B and C's  investments  were
purchased at book value,  which  approximated  market  value at that time.  ICON
Asset  Acquisition LLC became a 100% owned  subsidiary of the  Partnership.  The
Partnership  transferred all of ICON Asset  Acquisition  LLC's assets to its own
account and dissolved ICON Asset Acquisition LLC in the fourth quarter 1997.

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

     ICON Cash Flow Partners L.L.C. II

      In March 1995 the Partnership  and an affiliate,  ICON Cash Flow Partners,
L.P.,  Series E ("Series E"),  formed a joint  venture,  ICON Cash Flow Partners
L.L.C.  II ("ICON Cash Flow LLC II"),  for the purpose of acquiring and managing
an aircraft  which was on lease to Alaska  Airlines,  Inc. The  Partnership  and
Series E  contributed  99% and 1% of the  cash  required  for such  acquisition,
respectively,  to ICON Cash Flow LLC II.  ICON  Cash  Flow LLC II  acquired  the
aircraft,  assuming non-recourse debt and utilizing  contributions received from
the Partnership and Series E. The lease is an operating lease. Profits,  losses,
excess cash and disposition proceeds are allocated 99% to the Partnership and 1%
to Series E. The Partnership's consolidated financial statements include 100% of
ICON Cash Flow LLC II.  Series E's  investment in ICON Cash Flow LLC II has been
reflected  as "Minority  interest in joint  venture."  The  original  lease term
expired in April 1997 and Alaska Airlines,  Inc. returned the aircraft.  In June
1997 ICON Cash Flow LLC II released the  aircraft to Aero Mexico.  The new lease
is an operating lease which expires in September 2002.

     The four  joint  ventures  described  below are less than 50% owned and are
accounted for following the equity method.

     ICON Cash Flow Partners L.L.C. I

     In September  1994 the  Partnership  and an  affiliate,  Series E, formed a
joint  venture,  ICON Cash Flow Partners  L.L.C. I ("ICON Cash Flow LLC I"), for
the purpose of acquiring  and managing an aircraft  which was on lease to Alaska
Airlines,  Inc. The  Partnership and Series E contributed 1% and 99% of the cash
required for such acquisition,  respectively, to ICON Cash Flow LLC I. ICON Cash
Flow LLC I acquired  the  aircraft,  assuming  non-recourse  debt and  utilizing
contributions  received  from the  Partnership  and  Series  E. The  lease is an
operating lease. Profits, losses, excess cash and


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

disposition  proceeds are allocated 1% to the  Partnership  and 99% to Series E.
The  Partnership's  investment  in the joint  venture is accounted for under the
equity  method.  The  original  lease  term  expired  in April  1997 and  Alaska
Airlines, Inc. returned the aircraft. In June 1997 ICON Cash Flow LLC I released
the aircraft to Aero Mexico.  The new lease is an operating  lease which expires
in October 2002.

      Information as to the financial position and results of operations of ICON
Cash  Flow  LLC I as of and for the year  ended  December  31,  1998 and 1997 is
summarized below:

                                   December 31, 1998         December 31, 1997

Assets                             $     17,298,011          $    16,870,235
                                   ================          ===============

Liabilities                        $     11,719,626          $    12,155,143
                                   ================          ===============

Equity                             $      5,578,385          $     4,715,092
                                   ================          ===============

Partnership's share of equity      $         55,784          $        47,151
                                   ================          ===============

                                      Year Ended               Year Ended
                                   December 31, 1998        December 31, 1997

Net income                         $        806,232          $       744,474
                                   ================          ===============

Partnership's share of net income  $          8,062          $         7,445
                                   ================          ===============

      ICON Receivables 1997-A L.L.C.

      In March 1997 the  Partnership,  ICON Cash Flow Partners,  L.P.,  Series D
("Series D"), and ICON Cash Flow Partners L.P. Seven ("L.P. Seven"), contributed
and  assigned  equipment  lease and finance  receivables  and  residuals to ICON
Receivables 1997-A L.L.C.  ("1997-A"),  a special purpose entity created for the
purpose of originating leases, managing existing contributed assets securitizing
its  portfolio.  In  September  1997 the  Partnership,  Series E and L.P.  Seven
contributed and assigned additional  equipment lease and finance receivables and
residuals to 1997-A. The Partnership, Series D, Series E and L.P. Seven received
a 31.03%,  17.81% 31.19% and 19.97% interest,  respectively,  in 1997-A based on
the  present   value  of  their   related   contributions.   The   Partnership's
contributions amounted to $10,529,804 in assigned leases and $600,000 of cash in
1997,  and  $86,776  of cash in 1998.  In  September  1997,  1997-A  securitized
substantially all of its equipment leases and finance receivables and residuals.
1997-A became the beneficial owner of a trust. The Partnership  accounts for its
investment in 1997-A under the equity method of  accounting.  The  Partnership's
original  investment  was  recorded  at cost  and is  adjusted  by its  share of
earnings, losses and distributions thereafter.



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the year ended  December  31,  1998 and 1997 is  summarized
below:

                                        December 31, 1998     December 31, 1997
                                        -----------------     -----------------

Assets                                  $     31,845,710      $    50,911,005
                                        ================      ===============

Liabilities                             $     27,065,004      $    45,143,569
                                        ================      ===============

Equity                                  $      4,780,706      $     5,767,436
                                        ================      ===============

Partnership's share of equity           $      1,522,578      $     1,828,810
                                        ================      ===============

                                           Year Ended           Year Ended
                                        December 31, 1998    December 31, 1997

Net income                              $      1,050,957      $     1,298,430
                                        ================      ===============

Partnership's share of net income       $        326,165      $       441,854
                                        ================      ===============

Distributions                           $      2,367,147      $    33,965,442
                                        ================      ===============

Partnership's share of distributions    $        719,173      $     9,742,849
                                        ================      ===============

     ICON Receivables 1997-B L.L.C.

     In  August  1997  the  Partnership,  Series E and L.P.  Seven  formed  ICON
Receivables 1997-B L.L.C. ("1997-B"),  for the purpose of originating leases and
securitizing its portfolio. The Partnership, Series E and L.P. Seven contributed
cash and received an 8.33%, 75.00% and 16.67% interest, respectively, in 1997-B.
The Partnership's cash  contributions  amounted to $250,000 in 1997 and $163,978
in 1998. In order to fund the acquisition of leases, 1997-B obtained a warehouse
borrowing  facility from Prudential  Securities Credit  Corporation (the "1997-B
Warehouse   Facility").   In  October  1998,   1997-B   completed  an  equipment
securitization.  The net proceeds from the  securitization  of these assets were
used  to  pay-off  the  remaining  1997-B  Warehouse  Facility  balance  and any
remaining  proceeds were  distributed to the 1997-B  members in accordance  with
their  membership  interests.  The  Partnership  accounts for its  investment in
1997-B  under  the  equity  method of  accounting.  The  Partnership's  original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

      Information  as to the  financial  position and results of  operations  of
1997-B as of and for the year ended  December  31,  1998 and 1997 is  summarized
below:

                                         December 31, 1998    December 31, 1997
                                         -----------------    -----------------

Assets                                    $    39,665,292     $    18,209,360
                                          ===============     ===============

Liabilities                               $    37,649,430     $    15,008,185
                                          ===============     ===============

Equity                                    $     2,015,862     $     3,201,175
                                          ===============     ===============

Partnership's share of equity             $       167,921     $       266,658
                                          ===============     ===============

                                             Year Ended           Year Ended
                                         December 31, 1998    December 31, 1997
                                         -----------------    -----------------

Net income                                $       227,057     $       201,175
                                          ===============     ===============

Partnership's share of net income         $        18,914     $        16,758
                                          ===============     ===============

Distributions                             $     3,380,904     $       -
                                          ===============     ===============

Partnership's share of distributions      $       281,629     $       -
                                          ===============     ===============

ICON Boardman Funding L.L.C.

     In December 1998 the Partnership and three affiliates, Series C, L.P. Seven
and ICON Income  Fund Eight A L.P.  ("Eight  A") formed  ICON  Boardman  Funding
L.L.C.  ("ICON BF"), for the purpose of acquiring a lease with Portland  General
Electric.  The purchase price totaled $27,421,810,  and was funded with cash and
non-recourse debt assumed in the purchase price. The Partnership, L.P. Six, L.P.
Seven and Eight A received a .5%, .5%, .5% and 98.5% interest,  respectively, in
ICON BF. The Partnership's original investment was recorded at cost of
$56,960 and will be adjusted by its share of earnings, losses and distributions,
thereafter. Simultaneously with the acquisition of the Portland General Electric
lease by ICON BF, the rent in excess of the senior debt payments was acquired by
the Partnership for $3,801,108.

     Information as to the financial position of ICON BF as of December 31, 1998
is summarized below:

                                               December 31, 1998

        Assets                                  $    23,620,702
                                                ===============

        Liabilities                             $    12,228,713
                                                ===============

        Equity                                  $    11,391,989
                                                ===============

        Partnership's share of equity           $        56,960
                                                ===============



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     There was no income  statement  impact of the joint  venture in 1998 as the
joint venture was formed at the end of the year.

5.   Receivables Due in Installments

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

                              Finance
                    Year      Leases      Financings       Total
                    ----      ------      ----------       -----
                    1999   $ 7,394,930   $ 1,511,544   $ 8,906,474
                    2000     4,476,283     1,274,933     5,751,216
                    2001     1,152,141     1,456,701     2,608,842
                    2002       484,053     1,180,037     1,664,090
              Thereafter          --           8,575         8,575
                           -----------   -----------   -----------
              
                           $13,507,407   $ 5,431,790   $18,939,197
                           ===========   ===========   ===========

6.   Investment in Operating Leases

     The  investment  in operating  lease at December  31,  1998,  1997 and 1996
consisted of the following:
<TABLE>

                                                 1998            1997            1996
                                                 ----            ----            ----

<S>                                          <C>             <C>             <C>         
Equipment cost, beginning of year ........   $ 19,100,646    $ 19,371,603    $ 19,371,603

End of lease settlement proceeds .........           --          (270,957)           --
                                             ------------    ------------    ------------

Equipment cost, end of year ..............     19,100,646      19,100,646      19,371,603
                                             ------------    ------------    ------------

Accumulated depreciation,
  beginning of year ......................     (2,230,411)     (1,485,136)       (636,487)

Depreciation .............................       (736,793)       (745,275)       (848,649)
                                             ------------    ------------    ------------

Accumulated depreciation, end of year ....     (2,967,204)     (2,230,411)     (1,485,136)
                                             ------------    ------------    ------------

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

Investment in operating lease, end of year   $ 16,133,442    $ 16,870,235    $ 17,934,412
                                             ============    ============    ============
</TABLE>

     The  investment in an operating  lease  consists of one asset owned by ICON
Cash Flow LLC II, a joint venture owned by the Partnership and Series E. In June
1997 ICON Cash Flow LLC II released  the  aircraft  (formally on lease to Alaska
Airlines,  Inc.) to Aero  Mexico.  The new  lease is an  operating  lease  which
expires in September  2002. (See Note 4 for additional  information  relating to
the joint venture.)


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

7.   Allowance for Doubtful Accounts

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

                                 Finance
                                 Leases     Financings      Total
                                 -------    ----------      -----
Balance at December 31, 1995   $ 361,941    $  43,200    $ 405,141

    Accounts written-off ...    (424,699)    (275,522)    (700,221)
    Recoveries on accounts
      previously written-off      43,905         --         43,905
    Provision ..............     504,480      245,520      750,000
                               ---------    ---------    ---------

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

    Accounts written-off ...    (468,020)    (107,375)    (575,395)
    Recoveries on accounts
      previously written-off       9,239         --          9,239
    Provision ..............      83,274      100,000      183,274
                               ---------    ---------    ---------

Balance at December 31, 1997     110,120        5,823      115,943

    Accounts written-off ...     (16,454)     (61,448)     (77,902)
    Recoveries on accounts
      previously written-off     165,724       24,300      190,024
    Provision ..............      11,919       41,078       52,997
                               ---------    ---------    ---------

Balance at December 31, 1998   $ 271,309    $   9,753    $ 281,062
                               =========    =========    =========



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

8.   Notes Payable

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

                                     Notes Payable
                    Notes Payable     Non-Recourse
                    Non-Recourse   Secured Financing      Total
                    ------------   -----------------      -----
             1999   $ 6,703,635      $   769,190      $ 7,472,825
             2000     6,213,925          118,625        6,332,550
             2001     2,827,772             --          2,827,772
             2002     6,728,142             --          6,728,142
             2003        18,026             --             18,026
                    -----------      -----------      -----------
                                                    
                    $22,491,500      $   887,815      $23,379,315
                    ===========      ===========      ===========
                                                    
     Included in the above are  $131,299 in notes  payable  non-recourse  due to
various third parties in  conjunction  with the purchase and assignment of lease
transactions.  The notes are  payable  only to the  extent  residual  values are
realized. The realization of these residuals is expected to occur in 1999.

9.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates  for the years ended December 31, 1998,  1997 and 1996
are as follows:

                                                           Charged to
                                        Capitalized        Operations
                                        -----------        ----------
Acquisition fees ....................   $1,361,045         $     --
Management fees .....................         --            1,333,394
Administrative expense reimbursements         --              642,276
                                        ----------         ----------
                                                           
Year ended December 31, 1996 ........   $1,361,045         $1,975,670
                                        ==========         ==========
                                                           
Management fees .....................         --            1,092,714
Administrative expense reimbursements         --              547,382
                                        ----------         ----------
                                                           
Year ended December 31, 1997 ........   $     --           $1,640,096
                                        ==========         ==========
                                                           
Management fees .....................         --              969,546
Administrative expense reimbursements         --              485,391
                                        ----------         ----------
                                                           
Year ended December 31, 1998 ........   $     --           $1,454,937
                                        ==========         ==========
                                                           
                                                           
<PAGE>                                                


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

             Notes to Consolidated Financial Statements - Continued

     The   Partnership  has  investments  in  five  joint  ventures  with  other
Partnerships  sponsored  by the  General  Partner  (See  Note  4 for  additional
information relating to the joint ventures).

10.  Subsidiary

     In December 1994 the Partnership formed a wholly owned subsidiary, ICON Six
Corp., a Massachusetts corporation, formed for the purpose of managing equipment
under lease located in the state of  Massachusetts.  Massachusetts  partnerships
are  taxed  on  personal  property  at a  higher  rate  than  corporations,  and
therefore,  to  mitigate  such excess  property  tax,  certain  leases are being
managed  by  ICON  Six  Corp,  a  corporation.  The  Partnership's  consolidated
financial  statements  include  100% of the  accounts  of ICON Six  Corp.  As of
December 31, 1998, there was no federal tax liability for ICON Six Corp.

11.  Commitments and Contingencies

     The Partnership  entered into remarketing and residual  sharing  agreements
with third parties.  In connection  therewith,  remarketing or residual proceeds
received in excess of specified  amounts will be shared with these parties based
on specified formulas. For the year ended December 31, 1998, the Partnership has
not made any payments pursuant to such agreements.

12.   Tax Information (Unaudited)

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

                                                 1998          1997           1996
                                                 ----          ----           ----

<S>                                          <C>            <C>            <C>         
Net income (loss) per financial statements   $   467,639    $    35,620    $  (366,967)

Differences due to:
  Direct finance leases ..................     8,548,014      5,863,979      6,193,772
  Depreciation ...........................    (7,834,138)    (8,004,823)    (2,375,964)
  Provision for losses ...................        (8,554)        (8,554)        40,999
  Loss on sale of equipment ..............        50,639         50,639     (3,118,755)
  Other ..................................    (4,839,645)       908,774       (947,139)
                                             -----------    -----------    -----------

Partnership income (loss) for
 federal income tax purposes .............   $(3,616,045)   $(1,154,365)   $  (574,054)
                                             ===========    ===========    ===========
</TABLE>

      As of December 31, 1998, the partners'  capital  accounts  included in the
financial  statements  totaled  $17,884,454  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $19,039,349  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners' capital accounts for financial  reporting purposes but not for federal
income tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.


<PAGE>


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

                                December 31, 1998

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

     None

PART III

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

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

     The  manager of the  Partnership's  business is the  General  Partner.  The
General  Partner is engaged in a broad range of equipment  leasing and financing
activities.  Through  its  sales  representatives  and  through  various  broker
relationships  throughout the United States,  the General Partner offers a broad
range of equipment leasing services.

     The  General  Partner  will  perform  certain  functions  relating  to  the
management  of the  equipment  of the  Partnership.  Such  services  include the
collection  of lease  payments  from the  lessees of the  equipment,  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.

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

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

Paul B. Weiss                President and Director

Thomas W. Martin             Executive Vice President and Director

Kevin F. Redmond             Chief Financial Officer


<PAGE>


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

                                December 31, 1998

     Beaufort J. B. Clarke,  age 53, is Chairman,  Chief  Executive  Officer and
Director  of  both  the  General   Partner  and  ICON   Securities   Corp.  (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry.

     Paul B. Weiss,  age 38, is President  and Director of the General  Partner.
Mr. Weiss has been  exclusively  engaged in lease portfolio  acquisitions  since
1988 from his  affiliations  with Griffin  Equity  Partners (as  Executive  Vice
President and  co-founder in 1993);  Gemini  Financial  Holdings (as Senior Vice
President-Portfolio  Acquisitions  and a member of the executive  committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions). He was previously an investment banker and a commercial banker.

     Thomas W.  Martin,  age 45, is  Executive  Vice  President  of the  General
Partner and Director of the Dealer-Manager.  Prior to his present position,  Mr.
Martin was the Executive Vice President and Chief  Financial  Officer of Griffin
Equity Partners, Inc. Mr. Martin has 14 years of senior management experience in
the leasing business.

     Kevin F. Redmond,  age 36, is Chief  Financial  Officer of both the General
Partner and the Dealer-Manager.  Prior to his present position,  Mr. Redmond was
Vice President and Controller of the General  Partner,  Manager of Accounting at
NationsCredit  Corp.  and Audit Manager with the  accounting  firm of Deloitte &
Touche.


<PAGE>


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

                                December 31, 1998

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December, 31, 1998, 1997 and 1996.
<TABLE>

                                           Type of
      Entity          Capacity          Compensation        1998       1997        1996
      ------          --------          ------------        ----       ----        ----

<S>                 <C>                <C>                <C>         <C>         <C>       
ICON Capital Corp.  Manager           Acquisition fees  $     -     $      -    $1,361,045
ICON Capital Corp.  General Partner   Management fees      969,546   1,092,714   1,333,394
ICON Capital Corp.  General Partner   Admin. expense
                                        reimbursements     485,391     547,382     642,276
                                                        ----------  ----------  ----------

                                                        $1,454,937  $1,640,096  $3,336,715
                                                        ==========  ==========  ==========
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b)  As of March 15, 1999,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

     Title                                                            Percent
   of Class                 Amount Beneficially Owned                 of Class
   --------                 -------------------------                 --------
General Partner    Represents initially a 1% and potentially a           100%
  Interest         10% interest in the Partnership's income, gain
                   and loss deductions.

Item 13.  Certain Relationships and Related Transactions

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.

     See Note 4 for a discussion of the Partnership's  related party investments
in joint ventures.



<PAGE>


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

                                December 31, 1998

PART IV

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

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

     2.  Financial Statement Schedule - None.

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

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

     (i)  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)

(b)  Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
December 31, 1998.


<PAGE>


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

                                December 31, 1998


                                   SIGNATURES


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

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


Date: March 31, 1999            /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: March 31, 1999            /s/ Beaufort J.B. Clarke
                                ------------------------------------------------
                                Beaufort J.B. Clarke
                                Chairman, Chief Executive Officer and Director


Date: March 31, 1999            /s/ Paul B. Weiss
                                ------------------------------------------------
                                Paul B. Weiss
                                President and Director


Date: March 31, 1999            /s/ Kevin F. Redmond
                                ------------------------------------------------
                                Kevin F. Redmond
                                Chief Financial Officer
                                (Principal Financial and Account Officer)


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

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



<PAGE>