SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
For the Fiscal Year Ended                                        Commission File
December 31, 1996                                                Number 0-15643

                        NATIONAL LEASE INCOME FUND 6 L.P.
             (Exact name of registrant as specified in its charter)

        Delaware                                       13-3275922
(State or other jurisdiction                         (IRS Employer 
of incorporation or organization                     Identification Number) 

411 West Putnam Avenue, Greenwich, CT                     06830
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including
area code                                              203-862-7000

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

                                      NONE 

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

              UNITS OF LIMITED PARTNERSHIP INTEREST, $500 PER UNIT

         Indicate  by check mark  whether  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 and (2) has been  subject to such  filing
requirements for the past 90 days.

                     YES    [ X ]        NO   [   ]

         There  is  no  public  market  for  the  Limited   Partnership   Units.
Accordingly,  information  with respect to the aggregate market value of Limited
Partnership Units held by non-affiliates of Registrant has not been supplied.

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

                                              Location in Form 10-K in Which
       Document                               Document is Incorporated
       --------                               ------------------------

Registrant's Prospectus, dated                      Parts I, II and III
December 31, 1986 as supple-
mented on March 13, 1987,
July 6, 1987, September 1,
1987, November 30, 1987,
March 25, 1988 and May 16, 1988                     Exhibit Index:  page IV-1
<PAGE>
PART I

Item 1.                             Business

General

Registrant was organized as a Delaware limited partnership on July 11, 1986 with
ALI Equipment  Management Corp. (the "Managing  General  Partner"),  ALI Capital
Corp.  (the  "Corporate  General  Partner"),  and Z  Square G  Partners  II (the
"Associate  General  Partner"),  as  general  partners.  The  Associate  General
Partner,  the Managing  General  Partner and the Corporate  General  Partner are
collectively referred to herein as the "General Partners".

Through November 2, 1994, the Managing General Partner and the Corporate General
Partner  were   wholly-owned   subsidiaries   of  Integrated   Resources,   Inc.
("Integrated").  On November  3, 1994,  as a result of the  consummation  of the
reorganization plan relating to Integrated's  bankruptcy,  indirect ownership of
the Managing General Partner and the Corporate  General Partner was purchased by
Presidio Capital Corp. ("Presidio").  Presidio is managed by Presidio Management
Company,  LLC  ("Presidio  Management"),  a company  controlled by a director of
Presidio.  Presidio is also party to an administrative  services  agreement with
Wexford Management LLC ("Wexford")  pursuant to which Wexford is responsible for
the day-to-day  management of Presidio and, among other things, has authority to
designate  directors of the Managing  General  Partner,  the  Corporate  General
Partner and the Associate  General  Partner.  As of February 28, 1995,  Presidio
Boram Corp.,  a subsidiary  of Presidio,  replaced Z Square G Partners II as the
Associate General Partner.

In an offering which terminated on June 30, 1988,  Registrant sold 300,000 units
of limited  partnership  interest (the "Units") for gross  proceeds  aggregating
$150,000,000.  As of December  31, 1988,  substantially  all of the net proceeds
available for  investment  had been invested in equipment.  Reference is made to
the  Prospectus  of  Registrant,  dated  December 31, 1986, as  supplemented  by
supplements dated March 13, 1987, July 6, 1987,  September 1, 1987, November 30,
1987,  March 25, 1988 and May 16, 1988 (the  "Prospectus").  The  Prospectus  is
incorporated by reference (see Exhibit 28).

Registrant  owns  and  leases  to  third  parties   equipment   manufactured  by
non-affiliated companies. The original equipment owned by Registrant, consisting
of aircraft and related aircraft engines,  equipment for management  information
systems, motor coaches and telecommunication switching equipment, was originally
leased to various  lessees  for periods of 36 to 96 months.  As of December  31,
1996, Registrant had acquired equipment at a cost of approximately  $189,236,000
(of  which  approximately  $24,264,000  had  been  originally  accounted  for as
financing leases for financial statement purposes) (all inclusive of acquisition
fees and expenses),  of which approximately  $131,625,000 of the purchase prices
represented the investment of the original net offering proceeds,  approximately
$39,229,000 was provided by nonrecourse financing and approximately  $18,382,000
was provided from cash from  operations and cash from sales  generated in excess
of distributions  through 1996. As of December 31, 1996,  Registrant had sold or
disposed of equipment with an original cost of  approximately  $132,223,000  (of
which approximately  $24,264,000 had been originally  accounted for as financing
leases).

In May  1992,  the  Board  of  Directors  of the  Managing  General  Partner  of
Registrant  decided to discontinue  reinvestment in additional  equipment and to
distribute  cash from  operations and sales not required as reserves  commencing
with the quarter ended June 30, 1992.  This was due to the lower cash flow level
caused by the continued decline in interest rates and the corresponding  decline
<PAGE>
in lease rates, compounded by higher than anticipated technological obsolescence
resulting in lower  residual  values,  as well as by the weakness in the airline
industry  resulting in financial  difficulties for various lessees and a decline
in the value of all of  Registrant's  aircraft.  Acquisitions  during  the years
ended  December  31,  1996,  1995 and 1994 were made to satisfy  prior  purchase
commitments,  including  modifications  made to certain aircraft and upgrades to
equipment currently on lease.

At January 1, 1996, Registrant's remaining portfolio (inclusive of approximately
$413,000 of equipment originally accounted for as financing leases) consisted of
equipment with an original cost of approximately $59,495,000 (net carrying value
of  approximately   $14,058,000),   of  which  approximately  $4,440,000  (fully
depreciated  at January 1, 1996) was off-lease  and  equipment  with an original
cost of approximately $321,000 (fully depreciated at January 1, 1996) was leased
on a month-to-month basis.

During the year ended December 31, 1996 (the "1996 Period"),  Registrant sold or
disposed of equipment originally purchased for prices aggregating  approximately
$2,384,000 (of which approximately $413,000 had been originally accounted for as
financing  leases) and which had an aggregate net carrying  value at the time of
disposition  of  approximately  $296,000  (which  included the net investment in
equipment  originally  accounted for as financing leases) (net of allowances for
equipment  impairment  aggregating  approximately  $229,000  provided  in  prior
periods  with respect to such  equipment),  for sale  proceeds of  approximately
$249,000,  or approximately $.82 per Unit.  Additionally,  Registrant  generated
distributable cash from operations of approximately $3,063,000, or approximately
$10.11 per Unit,  during 1996.  Registrant made cash  distributions of $9.85 per
Unit for the 1996 Period.

At  December  31,  1996,  equipment  with  an  original  cost  of  approximately
$57,013,000  (net  carrying  value of  approximately  $11,477,000)  remained  in
Registrant's portfolio,  of which approximately  $52,637,000 (net carrying value
of approximately  $11,477,000 was generating  rentals of approximately  $240,000
per month (approximately $2,000 of which is generated by month-to-month leases).
As of December 31, 1996,  Registrant  was the owner of four aircraft and related
engines  as well as two  additional  aircraft  engines,  which in the  aggregate
represented  nearly 100% of its  remaining  equipment on an original cost basis.
Included  within  the  foregoing  equipment  are two Rolls  Royce  engines  (the
"Hawaiian  Engines") that had previously been leased to Hawaiian Airlines,  Inc.
("Hawaiian")  with an original  purchase cost of  approximately  $4,376,000  (at
December  31,  1995,  the Hawaiian  Engines  were fully  depreciated)  which are
currently off-lease. See "Recent Developments -- Hawaiian Airlines, Inc." below.

During 1997,  excluding  rents on a  month-to-month  basis and future  renewals,
Registrant anticipates receiving  approximately  $2,762,000 of rentals generated
by  non-cancelable  leases  accounted for as operating  leases which  represents
approximately  $9.11 per Unit.  The  foregoing  per Unit amount does not reflect
deductions  for operating  expenses and is not  sufficient to maintain  previous
distribution  levels.  Distribution  levels may fluctuate based upon remarketing
success,  the  proceeds  generated by the sales of  significant  assets (such as
aircraft)  and  requirements  for operating  reserves,  if any. Of the foregoing
rentals,  approximately  $1,662,000  is  associated  with leases with firm terms
ending in 1998 and approximately  $1,100,000 is associated with leases that will
expire  during  1997.   Additionally,   equipment   with  an  original  cost  of
approximately  $4,376,000 was off-lease and equipment  originally  purchased for
<PAGE>
approximately  $194,000 (fully depreciated at December 31, 1996) was leased on a
month-to-month  basis. For the 1996 Period,  Registrant  provided allowances for
equipment  impairment  aggregating  $50,000 to recognize  the loss in value with
respect to certain  equipment.  Such  impairment  was measured  based on current
appraisals, a view of the markets and an analysis of the leases encumbering such
equipment. The net carrying values above reflect such provisions.

Description of Business

See the  material  contained  in the  Prospectus  under the  heading  INVESTMENT
OBJECTIVES  AND  POLICIES,  which is  incorporated  herein by  reference,  for a
description of the business of Registrant.

Registrant's  revenues from equipment are derived  primarily from lease payments
from lessees.  None of such lessees are affiliated with  Registrant.  During the
1996 Period, lease payments from the following lessees were the source of 10% or
more of  Registrant's  leasing  revenues:  Continental  Micronesia,  Inc.  ("Air
Micronesia") (54%) and Southwest Airlines Co. ("Southwest") (39%).

Competition

The leasing  industry  offers users an alternative  to the outright  purchase of
virtually all types of equipment and has traditionally been a highly competitive
industry,  although  competitive  conditions  vary  depending  on  the  type  of
equipment in question.  Although Registrant's leasing activities are diminishing
because  it is in the  liquidating  stage  of its  operating  cycle,  Registrant
nonetheless  competes with manufacturers  which provide leasing programs as well
as with other lessors of similar  equipment as  Registrant  attempts to remarket
its equipment coming off-lease.

The market for the types of  equipment in which  Registrant  has invested can be
affected  by  factors  such  as  changes  in  manufacturers'  pricing  policies,
technological advances in equipment and economic conditions in the industries in
which Registrant  leases  equipment.  As a result,  it is impossible to forecast
with any certainty what residual values will be available on any individual item
or type of equipment.

Registrant  has  encountered  severe  competition  in attempting to re-lease its
aircraft  as  they  have  come  off-lease  due to a  surplus  in the  market  of
narrow-body  aircraft  similar to four of the aircraft owned by Registrant.  The
substantial  costs required to maintain and bring used aircraft into  compliance
with United States Federal Aviation Administration ("FAA") noise and maintenance
requirements  are the primary  factors which have adversely  affected the narrow
body aircraft market. In addition, in re-leasing aircraft, Registrant's aircraft
will also have to compete with newer, more fuel efficient  aircraft which comply
with the FAA noise  requirements.  Registrant  also believes that as a result of
the factors  listed  above there has been a  significant  decline in the re-sale
value of narrow-body aircraft of the types owned by Registrant.

As Registrant's aircraft come off-lease, Registrant may need to use a portion of
its operating  reserves and/or its cash flow, which would otherwise be available
for distribution,  to upgrade or enhance these aircraft if Registrant determines
that  such  expenditures  are in its best  interest  in order  to  maximize  the
remarketing  value.  Registrant is currently  evaluating  strategies,  including
potential engine upgrades for certain aircraft, to increase marketability and is
reviewing  its  ability  to pay  for  bridging  costs  in  order  to  facilitate
remarketing.  Upgrades to aircraft  may include  "Hush  Kits",  which reduce the
<PAGE>
noise  levels  of  engines.  The  estimated  costs of the Hush Kits  range  from
approximately $1,200,000 for Boeing 737 aircraft to approximately $2,000,000 for
Boeing 727 aircraft. Furthermore,  because of market conditions,  Registrant may
be required  to bear some of the  related  costs of  compliance  with  mandatory
federal  regulations  covering  maintenance and upgrading of aging aircraft.  In
determining  what may be in its best  interests,  Registrant's  ability  to make
distributions may be impacted by its obligation to pay such costs.

See Item 7,  "Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations",  and Item 8,  "Financial  Statements  and  Supplemental
Data", for further information.

In addition,  there are numerous other potential competitors,  including but not
limited to public and private partnerships affiliated with Registrant, which are
seeking  to sell or  lease  equipment,  some of  which  have  greater  financial
resources and more experience than Registrant or the Managing General Partner.

Employees

Registrant does not have any employees.  Wexford currently performs  accounting,
secretarial,  transfer and administrative services for Registrant.  Wexford also
performs  similar services for other affiliates of the Managing General Partner.
Integrated  Resources Equipment Group, Inc. ("IREG"),  which, as a result of the
Acquisition,  became an indirect  subsidiary of Presidio,  manages  Registrant's
equipment portfolio pursuant to a management agreement.  See Item 10, "Directors
and Executive Officers of Registrant",  Item 11, "Executive  Compensation",  and
Item 13, "Certain Relationships and Related Transactions".

In April 1995, the Managing General Partner and certain  affiliates entered into
an agreement with Fieldstone Private Capital Group, L.P. ("Fieldstone") pursuant
to which Fieldstone  performs  certain  management and  administrative  services
relating  to  Registrant  as well as  certain  other  partnerships  in which the
Managing  General  Partner serves as general  partner.  Substantially  all costs
associated  with the  retention of Fieldstone  are paid by the Managing  General
Partner.

Foreign Operations

         Registrant  owns two aircraft which are currently being operated by Air
Micronesia in Southeast Asia. (See Item 1, "Business" and Item 7,  "Management's
Discussion and Analysis of Financial Condition and Results of Operations").
<PAGE>
Item 2.          Properties

The following  table sets forth the equipment owned by Registrant as of March 1,
1997 (see "General" under Item 1 hereof):
<TABLE>
<CAPTION>
           Type of Equipment                              Date of Purchase                      Type of Ownership or Interest
           -----------------                              ----------------                      -----------------------------
<S>                                             <C>                                         <C>
Equipment for Management Information Systems    June 1, 1988                                Full ownership, not subject to any lien.
----------------------------------------------  ------------------------------------------  ----------------------------------------
Two Rolls Royce Aircraft Engines (A)            March 31, 1987 and September 30, 1987       Full ownership, not subject to any lien.
----------------------------------------------  ------------------------------------------  ----------------------------------------
Two Boeing 727-227 Aircraft                     July 1987                                   Full ownership, not subject to any lien.
----------------------------------------------  ------------------------------------------  ----------------------------------------
Two Boeing 737-200 Aircraft                     February 28, 1989                           Full ownership, not subject to any lien.
----------------------------------------------  ------------------------------------------------------------------------------------
</TABLE>
(A) See Item 1,  "Business",  Item 7,  "Management's  Discussion and Analysis of
Financial Condition and Results of Operations" and Item 8, "Financial Statements
and Supplemental Data" for information regarding such engines.


Item 3.          Legal Proceedings

None

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

None.

PART II

Item 5.          Market for Registrant's Common Equity and Related Stockholder 
                 Matters.

There is no developed public market for the Units of Registrant.

As of March 1, 1997, there were approximately  10,300 record holders of Units of
Registrant, owning an aggregate of 300,005 Units.

During  the past two  fiscal  years,  Registrant  has  made the  following  cash
distributions  with respect to the Units to holders  thereof as of the dates set
forth below in the amounts set forth opposite such dates:
<TABLE>
<CAPTION>
    Distribution with                                                        
    Respect to Quarter Ended          Amount of Distribution Per Unit(1)
    ------------------------          ----------------------------------
                                             1996                1995
                                           -------             -------
<S>                                        <C>                 <C>
    March 31                               $  2.50             $ 10.00
    ------------------------------------------------------------------ 
    June 30                                $  2.35             $  8.00
    ------------------------------------------------------------------ 
    September 30                           $  2.50             $ 14.00
    ------------------------------------------------------------------ 
    December 31                            $  2.50             $  4.00
    ------------------------------------------------------------------ 
<PAGE>
(1)  The amounts listed represent distributions of cash from operations and cash
     from sales.  Reference is made to the Partnership  Agreement of Registrant,
     included as Exhibit A to the Prospectus,  for  information  with respect to
     the determination of cash from operations and cash from sales.
</TABLE>

See Item 7,  "Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations"  for  additional  information  relating to  Registrant's
ability to make future cash distributions.
<PAGE>
Item 6.           Selected Financial Data
<TABLE>
<CAPTION>
                                                         Year ended December 31,
                           ---------------------------------------------------------------------------------
                                1996             1995             1994            1993               1992
                           ------------     ------------     ------------     ------------      ------------
<S>                        <C>              <C>              <C>              <C>               <C>
Revenues (2) .........     $  3,274,777     $  4,794,552     $ 10,230,235     $ 12,557,663      $ 15,678,881
Net Income (Loss)
       (2) (3) (4) (5)     $    235,176     $  1,732,664     $  2,258,086     $ (5,791,665)     $ (9,881,777)
Net income (Loss)
       Per Unit (1) ..     $        .78     $       5.72     $       7.45     $     (19.11)     $     (32.61)
Distribution Per Unit      $       9.85     $      36.00     $      19.50     $      30.00      $      45.63
Total Assets .........     $ 15,492,237     $ 19,014,283     $ 29,268,853     $ 37,307,008      $ 58,418,191
Long-Term Obligations      $       --       $       --       $       --       $  3,725,300      $ 10,659,787
Total Partners' Equity     $ 14,384,855     $ 17,134,577     $ 26,311,188     $ 29,962,292      $ 44,845,018


(1)    Calculated on a weighted average basis.

(2)    Included in these amounts are $218,863,  $380,660, $225,255, $138,460 and
       $267,558 of interest  income from  short-term  investments  for the years
       ended  December  31,  1996,  1995,  1994,  1993 and  1992,  respectively.
       Additionally,  revenues include interest income from leases accounted for
       under the  financing  method of $776,  $43,006,  $251,463,  $405,470  and
       $628,156,  for the years ended December 31, 1996,  1995,  1994,  1993 and
       1992, respectively. Such amounts are included in Net Income (Loss).

(3)    Reflected  in such  amounts  are  provisions  for  equipment  impairments
       aggregating $50,000, $8,000, $1,740,000, $11,805,000 and $12,081,000, for
       the  years  ended  December  31,  1996,   1995,   1994,  1993  and  1992,
       respectively, with respect to certain equipment.

(4)    Included  in  such  amounts  are  (losses)/gains  on the  disposition  of
       equipment of $(46,643),  $562,932,  $54,420 and  $248,275,  for the years
       ended December 31, 1996, 1995, 1994 and 1993, respectively. Additionally,
       the Registrant realized a gain from the sale of the marketable securities
       of $398,377 for the year ended December 31, 1995.

(5)    Included in such amounts is a loss on lease  restructuring  of $1,024,677
       for the year ended  December  31,  1992.  Additionally,  included in such
       amounts are  provisions for doubtful  accounts of $202,626,  $994,660 and
       $431,000  for  the  years  ended  December  31,  1994,   1993  and  1992,
       respectively.  In  addition,  included  in such  amounts is other  income
       relating  to  net  proceeds,   received  as  a  result  of  a  bankruptcy
       settlement, of $1,770,419 for the year ended December 31, 1993.
<PAGE>
       See Item 8,  "Financial  Statements  and  Supplemental  Data" and Item 7,
       "Management's  Discussion and Analysis of Financial Condition and Results
       of  Operations,"  for a discussion of certain  dispositions  of equipment
       which  might  cause the data  reflected  herein not to be  indicative  of
       Registrant's future financial condition or results of operations.
</TABLE>

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

Liquidity and Capital Resources

In May  1992,  the  Board  of  Directors  of the  Managing  General  Partner  of
Registrant  decided  that it was in the  best  interest  of  Registrant  and its
investors  to  terminate   Registrant's  policy  of  reinvesting  in  additional
equipment  and to  distribute  thereafter  cash  from  operations  and sales not
required as reserves,  commencing with the quarter ended June 30, 1992. This was
due to the lower cash flow level caused by the decline in lease rates compounded
by  higher  than  anticipated  technological  obsolescence  resulting  in  lower
residual values, as well as by the weakness in the airline industry resulting in
financial  difficulties for various lessees and a decline in the value of all of
Registrant's  aircraft.  Acquisitions  during the years ended December 31, 1996,
1995 and  1994  were  made to  satisfy  prior  purchase  commitments,  including
modifications  made to certain  aircraft and upgrades to equipment  currently on
lease.

The  leasing  arrangements  entered  into  by  Registrant  with  respect  to its
equipment  generally provide for fixed or minimum rentals,  and as such, provide
reasonable  assurance  that  all  of  Registrant's   operating  needs,  such  as
administrative costs and management fees, will be met in the foreseeable future.

During the 1996 Period,  Registrant generated distributable cash from operations
of approximately  $3,063,000 or approximately  $10.11 per Unit and distributable
sales  proceeds  of  approximately  $249,000,  or  approximately  $.82 per Unit.
Registrant made cash  distributions to limited partners with respect to the 1996
Period of $9.85 per Unit,  which was  consistent  with the May 1992  decision to
distribute  all cash  generated  not required for  reserves.  As of December 31,
1996,  Registrant  had  operating  reserves  of  approximately   $1,604,000  (or
approximately  $5.29 per Unit) which was  comprised of  undistributed  cash from
operations and sales of approximately  $104,000, as well as the original working
capital of  $1,500,000  (1% of original  offering  proceeds).  Although  expense
levels  have  been  reduced,  Registrant  anticipates  that  most of its  future
administrative  expenses  (i.e.,  accounting  and  investor  services  including
printing) are fixed and thus will not decrease significantly during Registrant's
future  operating  periods.  Other  expenses  such  as  insurance  and  fees  to
affiliates will decline during such period.

Set forth below is a description of various transactions which have impacted the
liquidity of Registrant during 1996 and 1995:

(i)               On September 21, 1993, Hawaiian Airlines,  Inc.  ("Hawaiian"),
                  filed for reorganization under Chapter 11 of the United States
                  Bankruptcy Code.  Hawaiian had leased two Rolls Royce aircraft
                  engines (the  "Hawaiian  Engines"),  owned by the  Registrant,
                  under two separate engine leases (the "Hawaiian Leases").  The
                  Hawaiian Engines were not encumbered by third party debt.
<PAGE>
                  Hawaiian had suffered serious financial  difficulties since at
                  least 1990 and had,  through June 1994,  made rental  payments
                  that were  less than the  scheduled  amounts  due,  based on a
                  series of proposed  restructuring  plans whereby lease rentals
                  under the Hawaiian Leases were reduced.  Hawaiian continued to
                  remit weekly payments relating to the Hawaiian Engines through
                  June 9, 1994.

                  On June 27, 1994,  Hawaiian filed a motion with the bankruptcy
                  court to reject the Hawaiian  Leases and on July 11, 1994, the
                  bankruptcy court approved such motion.

                  The  Registrant  had filed  proofs  of  claims  in  Hawaiian's
                  bankruptcy case. Hawaiian emerged from bankruptcy on September
                  12,  1994.   Hawaiian  and  the  Registrant  entered  into  an
                  agreement  to settle the  Registrant's  claims with respect to
                  the Hawaiian Engines.  Hawaiian has settled the claims through
                  the  issuance of  Hawaiian  stock to the  Registrant.  In June
                  1995, the Registrant received  approximately  86,000 shares of
                  Class A Common  stock in the  reorganized  Hawaiian  Airlines,
                  Inc., in consideration  of its general  unsecured claims filed
                  against Hawaiian.  During 1995, the Registrant sold all shares
                  for  net  proceeds   aggregating   $398,377.   The  Registrant
                  anticipates  that  it will  encounter  severe  competition  in
                  attempting to sell the Hawaiian Engines due to their condition
                  as well as due to a surplus in the market with respect to such
                  engines.

                  At December 31, 1996, the Hawaiian  Engines (net of allowances
                  for equipment  impairment  aggregating  $2,595,000  previously
                  provided) were fully depreciated.

(ii)              On March 31, 1993,  the  Registrant  leased two Boeing 727-227
                  Advance aircraft to Continental Airlines, Inc. ("Continental")
                  for  a  term  of   approximately  69  months  to  be  used  by
                  Continental's   Air   Micronesia   operation  (the  "Air  Mike
                  Leases").

                  Such aircraft had been originally  leased to Alaska  Airlines,
                  Inc.  ("Alaska")  through August 14, 1992. In conjunction with
                  the return of such aircraft,  it was  determined  that certain
                  physical  attributes  of the  aircraft  exceeded  the  related
                  minimum  return  conditions  provided for in the leases.  As a
                  result, the Registrant paid Alaska  approximately  $647,000 to
                  reflect the enhanced  value of the  aircraft.  Such amount has
                  been reflected on the balance sheets on a gross basis,  net of
                  amortization,  at December 31, 1996 and December 31, 1995,  as
                  Deferred  Costs  and  will be  amortized  over the term of the
                  lease renewal with Continental.

                  Each  Air Mike  Lease  provides  for a  monthly  base  rent of
                  $69,250, subject to adjustments for rental credits relating to
                  initial  modifications  (the  "Initial  Modifications")  which
                  include  Traffic  Collision   Avoidance   Systems,   windshear
                  detection  and upgraded  avionics,  aggregating  approximately
                  $1,308,000 for both aircraft.  Such  modifications were funded
                  by Continental and are being repaid by the Registrant  through
                  the application of rental credits such that  Continental  will
                  recoup the aggregate cost of the Initial  Modifications over a
<PAGE>
                  36-month  period  with  interest  at 9.31%  per  annum.  As of
                  December  31,  1996,  the  remaining  balance  of credit to be
                  applied by Continental  towards such  modifications  costs was
                  approximately  $100,000 and was included on the balance sheets
                  as Deferred Aircraft Upgrade Payable.

                  Further  Continental has made certain other  modifications  to
                  the  aircraft  which the  Registrant  has  agreed  to  provide
                  financing for through  credits  ("Lessor  Financing  Credits")
                  against  base rental  payments  due under the Air Mike Leases.
                  The lessee is  currently  repaying  Lessor  Financing  Credits
                  through monthly payments which are being amortized at the rate
                  of 9.31% per annum over 36 months.  Through December 31, 1996,
                  the    Registrant   had   provided    financing    aggregating
                  approximately $1,443,000.  Such amount, net of amounts repaid,
                  was  reflected  on the balance  sheet at December  31, 1996 as
                  Note Receivable.  At December 31, 1996, the net carrying value
                  of both aircraft aggregated  approximately  $7,963,000 (net of
                  allowances for equipment impairment aggregating  approximately
                  $10,000,000 provided in prior periods).

(iii)             On November 30, 1994, the leases with Southwest Airlines,  Co.
                  ("Southwest")  of two Boeing 737-200  aircraft (the "Southwest
                  Aircraft")  were scheduled to expire in accordance  with their
                  original  terms.  The associated  nonrecourse  debt was repaid
                  upon the  receipt  of the  final  rental  installment  for the
                  initial  lease term.  Southwest and the  Registrant  agreed to
                  extend  Southwest's  leases  for  one  additional  year  for a
                  monthly rent of approximately  28% of the original lease rate.
                  On  November  30,  1995,  the  extension  with  Southwest  was
                  scheduled  to  expire  in  accordance  with  its  terms,   and
                  Southwest and the  Registrant  agreed to extend the leases for
                  two  additional  years at 125% of the current  lease rate.  At
                  December 31, 1996,  the net  carrying  value of the  Southwest
                  Aircraft   aggregated   approximately   $3,514,000   (net   of
                  allowances for equipment impairment aggregating of $10,400,000
                  previously provided).

(iv)              On October 31,  1994,  the lease with Simmons  Airlines,  Inc.
                  ("Simmons")   of  two  Shorts  360  aircraft   (the   "Simmons
                  Aircraft")  expired in accordance with its original terms. The
                  associated nonrecourse debt was repaid upon the receipt of the
                  final rental  installment.  In conjunction  with the return of
                  the  Simmons   Aircraft,   it  was  determined   that  certain
                  attributes   of  two  of  the  engines   were  below   certain
                  thresholds.  The Registrant contributed approximately $133,000
                  in order to enhance the value of such engines.  In April 1995,
                  the Simmons Aircraft were sold to an unaffiliated  third party
                  for net sales  proceeds of  $1,425,000.  Such aircraft had net
                  carrying values aggregating  approximately  $1,493,000 (net of
                  allowances for equipment impairment  aggregating of $2,930,000
                  previously provided) when sold.

(v)               On July 31, 1995 the lease with Aloha Airlines, Inc. ("Aloha")
                  for a Boeing 737-200 Advanced aircraft was scheduled to expire
                  in accordance  with its original  terms.  The  Registrant  and
                  Aloha entered into a short-term  lease  extension of a maximum
                  of two and a half  months  terminating  on October  15,  1995.
<PAGE>
                  During the lease  extension  Aloha paid rent on a  utilization
                  arrangement  based on $225 per cycle with a monthly minimum of
                  $53,500 and a monthly  maximum of $90,000.  The Registrant had
                  the option,  which it exercised,  to early terminate the lease
                  on  September 7, 1995.  Aloha paid the  Registrant a financial
                  adjustment of $515,000 in lieu of existing  return  conditions
                  provided  for in the  lease.  Aloha  also  made an  additional
                  payment of $15,000  for a damaged  Auxiliary  Power  Unit.  In
                  September  1995, the Registrant  sold the Aloha aircraft to an
                  unaffiliated third party for net sales proceeds of $2,461,000.
                  Such  aircraft  had  a net  carrying  value  of  approximately
                  $2,719,000   (net  of  allowances  for  equipment   impairment
                  aggregating of $3,500,000 previously provided) when sold.

As of December 31, 1996,  Registrant  was the owner of four aircraft and related
engines  as well as two  additional  aircraft  engines,  which in the  aggregate
represented  approximately 100% of its remaining equipment,  on an original cost
basis. Such foregoing aircraft and engines had an original cost of approximately
$56,820,000  (net carrying value of approximately  $11,477,000).  All associated
nonrecourse debt related to the aircraft has been repaid.

The  substantial  costs  required  to  maintain  and bring  used  aircraft  into
compliance with FAA noise and maintenance  requirements  are the primary factors
which have adversely  affected the narrow body aircraft  market.  Registrant has
encountered  severe  competition  in attempting to re-lease its aircraft as they
have  come off  lease due to a surplus  in the  market of  narrow-body  aircraft
similar to four of the  aircraft  owned by  Registrant.  Additionally,  there is
competition  from newer and more fuel  efficient  aircraft which comply with the
FAA noise requirements. Registrant also believes that as a result of the factors
listed  above  there has been a  significant  decline  in the  re-sale  value of
narrow-body aircraft.

As Registrant's aircraft come off-lease, Registrant may need to use a portion of
its operating  reserves and/or its cash flow, which would otherwise be available
for distribution,  to upgrade or enhance these aircraft if Registrant determines
that  such  expenditures  are in its best  interest  in order  to  maximize  the
remarketing  value.  Registrant is currently  evaluating  strategies,  including
potential  engine  upgrades to conform to regulations  covering  maintenance and
upgrading of aging aircraft.  Registrant's  ability to make distributions may be
impacted by its obligation to pay such costs.

At  December  31,  1996,  equipment  with  an  original  cost  of  approximately
$57,013,000  (net  carrying  value of  approximately  $11,477,000)  remained  in
Registrant's  portfolio and was  generating  rentals of  approximately  $240,000
(approximately $2,000 of which is generated by month-to-month leases) per month.

During 1997,  excluding  rents on a  month-to-month  basis and future  renewals,
Registrant anticipates receiving  approximately  $2,762,000 of rentals generated
by  non-cancelable  leases accounted for as operating  leases,  which represents
approximately $9.11 per Unit after deducting the above-mentioned rental credits.
The foregoing per Unit amount does not reflect deductions for operating expenses
and is not sufficient to maintain  previous  distribution  levels.  Distribution
levels may fluctuate based upon remarketing  success,  the proceeds generated by
the  sales  of  significant  assets  (such as  aircraft)  and  requirements  for
operating reserves, if any. Of the foregoing rentals,  approximately  $1,662,000
is  associated  with  leases  with firm terms  ending in 1998 and  approximately
$1,100,000  is  associated  with leases that expire  during 1997.  Additionally,
<PAGE>
equipment  with an original cost of  approximately  $4,376,000 was off-lease and
equipment originally purchased for approximately  $194,000 (fully depreciated at
December 31, 1996) was leased on a  month-to-month  basis.  For the 1996 Period,
Registrant provided allowances for equipment  impairment  aggregating $50,000 to
recognize the loss in value with respect to certain  equipment.  Such impairment
was measured based on current appraisals,  a view of the markets and an analysis
of the leases encumbering such equipment.  The net carrying values above reflect
such provisions.

During 1996,  Registrant sold or disposed of equipment  originally purchased for
prices aggregating approximately $2,384,000 (of which approximately $413,000 had
been  originally  accounted for as financing  leases) and which had an aggregate
net carrying value at the time of disposition of  approximately  $296,000 (which
included the net investment in equipment accounted for as financing leases) (net
of  allowances  for  equipment  impairment  aggregating  approximately  $229,000
provided  with respect to such  equipment)  for sale  proceeds of  approximately
$249,000, or approximately $.82 per Unit.

At the present time, the level of fees payable to IREG for services  rendered to
Registrant and other affiliated equipment leasing partnerships is declining. The
effect of this  situation  cannot be  determined at this point.  The  management
agreements between Registrant and IREG may be terminated by either party to such
agreements.

In April 1995, the Managing General Partner and certain  affiliates entered into
an agreement  with  Fieldstone  pursuant to which  Fieldstone  performs  certain
management and administrative services relating to Registrant as well as certain
other  partnerships  in which the  Managing  General  Partner  serves as general
partner. Substantially all costs associated with the retention of Fieldstone are
paid by the Managing General Partner.

On February 28, 1995, Presidio Boram Corp., a subsidiary of Presidio, became the
Associate  General  Partner,  upon the withdrawal of Z Square G Partners II, the
former Associate General Partner.

Inflation and changing  prices have not had any material  effect on Registrant's
revenues since its inception nor does Registrant  anticipate any material effect
on its business from these factors.

Results of Operations - 1996 as Compared to 1995

Rental revenues  decreased by approximately  30% for the 1996 Period as compared
to the year ended  December 31, 1995 ("1995  Period"),  due to the expiration of
certain leases in accordance  with the original terms of such leases  subsequent
to the  1995  Period  (some of  which  were  renewed  at  lower  lease  rates in
accordance  with  current  market  conditions),  as  well  as  to  the  sale  or
disposition of certain equipment during or subsequent to the 1995 Period.

Interest income decreased by approximately  43% for the 1996 Period, as compared
to  the  1995  Period,  primarily  because  of  higher  balances  available  for
investment  in 1995 and  decreased  payments  by Air Mike with regard to certain
loans as discussed previously.

Interest income on financing leases decreased by approximately  98% for the 1996
Period as compared to the 1995 Period due to the  expiration  of all such leases
in accordance with their original terms subsequent to the 1995 Period.
<PAGE>
Operating  expenses  decreased  by  approximately  15% for the  1996  Period  as
compared to the 1995  Period,  due to the  increase in expenses  relating to the
return and storage of two Shorts 360 Aircraft in the 1995 Period. These Aircraft
were sold in April 1995.

Fees to  affiliates  decreased  by  approximately  34% for the  1996  Period  as
compared to the 1995 Period, due primarily to a decrease in equipment management
fees  resulting  from the  reduction in rentals  (which  include  operating  and
financing leases) on which such fees are based.

Depreciation  expense  decreased  by  approximately  27% for the 1996  Period as
compared to 1995 Period,  due to the  disposition  or sale of certain  equipment
during and  subsequent  to the 1995 Period,  as well as to the fact that certain
equipment was fully depreciated during or prior to the 1996 Period.

Additionally,  Registrant provided allowances for equipment  aggregating $50,000
and $8,000 for the 1996 and 1995 Periods, respectively, to recognize the loss in
value of certain  telephone  equipment and equipment for management  information
systems.

General  and  administrative  expenses  decreased  16% for the  1996  Period  as
compared to the 1995 Period,  primarily due to a decrease in reimbursements  due
to less personnel.

Interest expense  decreased by approximately 82% for the 1996 Period as compared
to the 1995 Period,  due to the  reduction of financed rent credits given to Air
Mike in the 1996 Period.

Realized gain on the sale of marketable securities was approximately $398,000 in
the 1995 Period.  The gain represents the settlement of general unsecured claims
the Registrant had against  Hawaiian  Airlines.  Hawaiian  issued the Registrant
approximately  86,000 shares of Class A Common stock in the reorganized Hawaiian
Airlines. Through December 31, 1995 the Registrant sold all shares. No such gain
was recognized in the 1996 Period.

Registrant recognized aggregate net (loss)/gains of approximately  $(47,000) and
$563,000 for the 1996 and 1995 Periods,  respectively,  in  connection  with its
sales of equipment.  During the 1996 Period,  Registrant sold equipment which it
had  originally   purchased  for  purchase  prices   aggregating   approximately
$2,384,000 (of which approximately  $413,000 had been accounted for as financing
leases) inclusive of associated acquisition fees, for sales proceeds aggregating
approximately $249,000.

The principal reasons for the change in Registrant's net income of approximately
$235,000  recognized  for the 1996  Period  as  compared  to the net  income  of
approximately $1,733,000 recognized for the 1995 Period are:

(i)      the reduction in rental revenue,  approximately $3,052,000 for the 1996
         Period  compared to  approximately  $4,366,000 for the 1995 Period,  as
         well as a reduction  on interest  income  recognized  of  approximately
         $219,000 for the 1996 Period as compared  with  approximately  $381,000
         for 1995 Period; and

(ii)     the decrease  with regard to (losses)  gains on the sale of  equipment,
         approximately  $(47,000) in the 1996 Period  compared to  approximately
         $563,000 for the 1995 Period, and approximately  $398,000 recognized in
         the 1995  Period  for the gain on sale of  marketable  securities  with
         regard to the settlement of the unsecured Hawaiian claims; offset by
<PAGE>
(iii)    the  decrease  in  depreciation,   fees  to  affiliates,   general  and
         administrative  interest  expense and operating  expense,  offset by an
         increase in equipment impairment expense.


Results of Operations - 1995 as Compared to 1994

Rental revenues  decreased by approximately  55% for the 1995 Period as compared
to the year ended  December 31, 1994 ("1994  Period"),  due to the expiration of
certain leases in accordance  with the original terms of such leases  subsequent
to the  1994  Period  (some of  which  were  renewed  at  lower  lease  rates in
accordance  with  current  market  conditions),  as  well  as  to  the  sale  or
disposition of certain equipment during or subsequent to the 1994 Period.

Interest income increased by approximately  69% for the 1995 Period, as compared
to the 1994 Period,  primarily  because of higher market  interest  rates during
1995 Period as well as higher  balances  available  for  investment  in 1995 and
increased  payments  by Air Mike  with  regard  to  certain  loans as  discussed
previously.

Interest income on financing leases decreased by approximately  83% for the 1995
Period as compared to the 1994 period due to the  expiration  of certain  leases
with the original terms of such leases, subsequent to the 1994 Period.

Operating  expenses  increased  by  approximately  42% for the  1995  Period  as
compared to the 1994  Period,  due to the  increase in expenses  relating to the
return and storage of the Simmons  Aircraft,  as well as  increased  broker fees
paid on cash  received in the 1995 Period  relating to the Air Mike  Leases.  In
addition,   during  the  1994  Period,   Registrant   provided   allowance   for
uncollectible  accounts aggregating  approximately  $203,000 with respect to the
Hawaiian Leases, as discussed above. No such allowance was considered  necessary
for the 1995 Period.

Fees to  affiliates  decreased  by  approximately  43% for the  1995  Period  as
compared to the 1994 Period, due primarily to a decrease in equipment management
fees  resulting  from the  reduction  in  rentals  (as  defined,  which  include
operating and financing leases) on which such fees are based.

Depreciation  expense  decreased  by  approximately  32% for the 1995  Period as
compared to 1994 Period,  due to the  disposition  or sale of certain  equipment
during and  subsequent  to the 1994 Period,  as well as to the fact that certain
equipment was fully depreciated during or prior to the 1995 Period.

Additionally,  Registrant provided  allowances for equipment  aggregating $8,000
and  $1,740,000  for the 1995 and 1994 Periods,  respectively,  to recognize the
loss in value  of  certain  aircraft,  telephone  equipment  and  equipment  for
management information systems.

General  and  administrative  expenses  decreased  31% for the  1995  Period  as
compared to the 1994  Period,  primarily  due to a decrease in legal  expense in
regard to the Hawaiian and Skyhook issues in 1994.

Interest expense  decreased by approximately 86% for the 1995 Period as compared
to the 1994  Period,  due to the  retirement  of debt with regard to the Simmons
Aircraft and the Southwest Aircraft in the fourth quarter of the 1994 Period.
<PAGE>
Realized gain on the sale of marketable securities was approximately $398,000 in
the 1995 Period.  The gain represents the settlement of general unsecured claims
the Registrant had against  Hawaiian  Airlines.  Hawaiian  issued the Registrant
approximately  86,000 shares of Class A Common stock in the reorganized Hawaiian
Airlines. Through December 31, 1995 the Registrant sold all shares. No such gain
was recognized in the 1994 Period.

Registrant recognized aggregate net gains of approximately  $563,000 and $54,000
for the 1995 and 1994 Periods,  respectively,  in  connection  with its sales of
equipment.  During  the 1995  Period,  Registrant  sold  equipment  which it had
originally purchased for purchase prices aggregating  approximately  $27,813,000
(of which  approximately  $5,549,000 had been accounted for as financing leases)
inclusive  of  associated  acquisition  fees,  for  sales  proceeds  aggregating
approximately $6,551,000.

The principal reasons for the change in Registrant's net income of approximately
$1,733,000  recognized  for the  1995  Period  as  compared  to the  net  income
approximately $2,258,000 recognized for the 1994 Period are:

(i)      the reduction in rental revenue,  approximately $4,366,000 for the 1995
         Period compared to approximately $9,743,000 for the 1994 Period as well
         as a reduction on interest  income  recognized  on finance  leases,  of
         approximately   $43,000   for  the  1995   Period  as   compared   with
         approximately $251,000 for 1994 Period; offset by

(ii)     the increase in interest  income,  approximately  $381,000 for the 1995
         Period as compared  to  approximately  $225,000  for the 1994 Period as
         well as an  increase  with  regard  to gains on the sale of  equipment,
         approximately  $563,000  in the 1995 Period  compared to  approximately
         $54,000 for the 1994 Period, and approximately  $398,000  recognized in
         the 1995  Period  for the gain on sale of  marketable  securities  with
         regard to the settlement of the unsecured Hawaiian claims; and

(iii)    the decrease in depreciation and equipment impairment expense,  fees to
         affiliates,  general and  administrative  interest expense and bad debt
         expense, offset by an increase in operating expense.
<PAGE>



Item 8.                             Financial Statements and Supplemental Data.


                        NATIONAL LEASE INCOME FUND 6 L.P.

                              FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


                                      INDEX



     Independent Auditor's Report        

     Independent Auditors' Report        

     Financial statements - years ended
       December 31, 1996, 1995 and 1994

          Balance sheets                 
          Statements of operations       
          Statement of partners' equity  
          Statements of cash flows       
          Notes to financial statements  

     Schedule:

           II -- Valuation and Qualifying Accounts   

All other schedules have been omitted  because they are  inapplicable or because
they are included in the financial statements or notes thereto.
<PAGE>

To the Partners of
National Lease Income Fund 6 L.P.
Greenwich, Connecticut

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying  balance sheets of National Lease Income Fund 6
L.P. (a limited  partnership)  as of December 31, 1996 and 1995, and the related
statements  of  operations,  partners'  equity and cash flows for the years then
ended. Our audits also included the financial  statement  schedule listed in the
Index at Item 14(a)2.  These  financial  statements and the financial  statement
schedule  are  the   responsibility   of  the  Partnership's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial statement schedule based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of National Lease Income Fund 6
L.P. as of December 31, 1996 and 1995, and the results of its operations and its
cash  flows for the years  then  ended in  conformity  with  generally  accepted
accounting principles.  Also, in our opinion, such financial statement schedule,
when considered in relation to the basic financial  statements taken as a whole,
presents fairly in all material respects the information set forth therein.





Hays & Company


February 21, 1997
New York, New York
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
National Lease Income Fund 6 L.P.

We have audited the accompanying statements of operations,  partners' equity and
cash flows of National  Lease Income Fund 6 L.P. for the year ended December 31,
1994.  Our audit also included the financial  statement  schedule  listed in the
Index at Item 14(a)2 as it relates to the year ended  December 31,  1994.  These
financial statements and the financial statement schedule are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these  financial  statements and the financial  statement  schedule based on our
audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the results of operations and cash flows of National Lease Income Fund
6 L.P.  for the year  ended  December  31,  1994 in  conformity  with  generally
accepted accounting  principles.  Also, in our opinion, such financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole,  presents  fairly in all material  respects the  information  set forth
therein.






March 17, 1995

/s/Deloitte & Touche  LLP
-------------------------
Deloitte & Touche  LLP
New York, New York
<PAGE>
<TABLE>
<CAPTION>
                             NATIONAL LEASE INCOME FUND 6 L.P.

                                       BALANCE SHEETS
 

                                                                     December 31,
                                                            ------------------------------
                                                                 1996             1995
                                                            ------------      ------------
<S>                                                         <C>               <C>
ASSETS

        Leased equipment - net
               Accounted for under the operating method     $ 11,477,127      $ 13,966,770
               Accounted for under the financing method             --              90,976
        Equipment held for lease or sale - net ........             --                --
        Cash and cash equivalents .....................        3,481,745         3,810,827
        Note receivable ...............................          271,288           770,784
        Deferred costs ................................          224,677           337,193
        Other receivables and prepaid expenses ........           34,612            31,105
        Accounts receivable ...........................            2,788             6,628
                                                            ------------      ------------
                                                            $ 15,492,237      $ 19,014,283
                                                            ============      ============


LIABILITIES AND PARTNERS' EQUITY

Liabilities
        Distributions payable .........................     $    757,588      $  1,212,141
        Deferred aircraft upgrade payable .............          100,000           361,539
        Accounts payable and accrued expenses .........          109,017           171,432
        Deferred income ...............................           69,250           110,853
        Due to affiliates .............................           71,527            23,741
                                                            ------------      ------------
               Total liabilities ......................        1,107,382         1,879,706
                                                            ------------      ------------

Commitments and contingencies (Note 3, 4, 13 and 14)

Partners' equity
        Limited partners' equity (300,005 units issued
               and outstanding) .......................       15,731,182        18,453,407
        General partners' deficit .....................       (1,346,327)       (1,318,830)
                                                            ------------      ------------
               Total partners' equity .................       14,384,855        17,134,577
                                                            ------------      ------------

                                                            $ 15,492,237      $ 19,014,283
                                                            ============      ============



                            See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                                 NATIONAL LEASE INCOME FUND 6 L.P.

                                     STATEMENTS OF OPERATIONS

                                                                 Year ended December 31,
                                                     --------------------------------------------
                                                         1996             1995            1994
                                                     -----------      -----------     -----------
<S>                                                  <C>              <C>             <C>
Revenues
        Rental .................................     $ 3,051,681      $ 4,366,436     $ 9,743,352
        Interest
               Other ...........................         218,863          380,660         225,255
               Financing leases ................             776           43,006         251,463
        Other operating income .................           3,457            4,450          10,165
                                                     -----------      -----------     -----------
                                                       3,274,777        4,794,552      10,230,235
                                                     -----------      -----------     -----------

Costs and expenses
        Depreciation ...........................       2,226,515        3,041,304       4,466,015
        Fees to affiliates .....................         265,386          403,747         708,515
        General and administrative .............         229,571          271,718         395,451
        Operating ..............................         213,307          251,914         176,788
        Interest ...............................           8,179           46,514         337,174
        Provision for equipment impairment .....          50,000            8,000       1,740,000
        Provision for doubtful accounts ........            --               --           202,626
                                                     -----------      -----------     -----------

                                                       2,992,958        4,023,197       8,026,569
                                                     -----------      -----------     -----------

                                                         281,819          771,355       2,203,666
                                                     -----------      -----------     -----------

(Loss) gain on sale of equipment - net .........         (46,643)         562,932          54,420
Realized gain from sale of marketable securities            --            398,377            --
                                                     -----------      -----------     -----------

                                                         (46,643)         961,309          54,420
                                                     -----------      -----------     -----------

Net income .....................................     $   235,176      $ 1,732,664     $ 2,258,086
                                                     ===========      ===========     ===========

Net income attributable to
        Limited partners .......................     $   232,824      $ 1,715,337     $ 2,235,505
        General partners .......................           2,352           17,327          22,581
                                                     -----------      -----------     -----------

                                                     $   235,176      $ 1,732,664     $ 2,258,086
                                                     ===========      ===========     ===========

Net income per unit of limited partnership
        interest (300,005 units outstanding) ...     $      0.78      $      5.72     $      7.45
                                                     ===========      ===========     ===========
                                See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 NATIONAL LEASE INCOME FUND 6 L.P.

                                   STATEMENT OF PARTNERS' EQUITY

                            YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996



                                                      Limited            General           Total
                                                     Partners'           Partners'       Partners'
                                                      Equity             Deficit          Equity
                                                  ------------      ------------      ------------
<S>                                               <C>               <C>               <C>

Balance, January 1, 1994 ....................     $ 31,152,843      $ (1,190,551)     $ 29,962,292

Net income - 1994 ...........................        2,235,505            22,581         2,258,086

Distributions to partners ($19.50 per limited
        partnership unit) ...................       (5,850,098)          (59,092)       (5,909,190)
                                                  ------------      ------------      ------------

Balance, December 31, 1994 ..................       27,538,250        (1,227,062)       26,311,188

Net income - 1995 ...........................        1,715,337            17,327         1,732,664

Distributions to partners ($36.00 per limited
        partnership unit) ...................      (10,800,180)         (109,095)      (10,909,275)
                                                  ------------      ------------      ------------

Balance, December 31, 1995 ..................       18,453,407        (1,318,830)       17,134,577

Net income - 1996 ...........................          232,824             2,352           235,176

Distributions to partners ($9.85 per limited
        partnership unit) ...................       (2,955,049)          (29,849)       (2,984,898)
                                                  ------------      ------------      ------------

Balance, December 31, 1996 ..................     $ 15,731,182      $ (1,346,327)     $ 14,384,855
                                                 ============      ============      ============


                                See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             NATIONAL LEASE INCOME FUND 6 L.P.

                                                  STATEMENTS OF CASH FLOWS



                                                                                           Year ended December 31,
                                                                              ---------------------------------------------
                                                                                   1996            1995             1994
                                                                              -----------      -----------      -----------
<S>                                                                           <C>              <C>              <C>
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS

Cash flows from operating activities
        Net income ......................................................     $   235,176      $ 1,732,664      $ 2,258,086
        Adjustments to reconcile net income to net
          cash provided by operating activities
                Depreciation ............................................       2,226,515        3,041,304        4,466,015
                Amortization of deferred costs ..........................         112,516          112,516          112,516
                Loss (gain) on sale of equipment - net ..................          46,643         (562,932)         (54,420)
                Realized gain from sale of marketable securities ........            --           (398,377)            --
                Provision for equipment impairment ......................          50,000            8,000        1,740,000
                Provision for doubtful accounts .........................            --               --            202,626
        Changes in assets and liabilities
                Accounts receivable .....................................           3,840          294,843          315,855
                Other receivables and prepaid expenses ..................          (3,507)         (15,779)           8,958
                Accounts payable and accrued expenses ...................            (748)         (40,911)          13,917
                Deferred income .........................................         (41,603)          41,603          (12,607)
                Due to affiliates .......................................          47,786            6,813          (18,484)
                Accrued interest payable ................................            --           (169,524)         (44,309)
                                                                              -----------      -----------      -----------
                                Net cash provided by operating activities       2,676,618        4,050,220        8,988,153
                                                                              -----------      -----------      -----------

Cash flows from investing activities
        Purchase of leased equipment - upgrades .........................        (261,539)        (550,052)        (381,626)
        Proceeds from disposition of leased equipment ...................         249,161        6,550,722          283,385
        Note receivable .................................................         499,496          352,893         (928,997)
        Minimum lease payments received on financing
                            leases, net of interest earned ..............           8,300          241,170        1,455,112
        Other non-operating payments ....................................         (61,667)         (62,852)         (82,947)
        Proceeds from sale of marketable securities .....................            --            398,377             --
                                                                              -----------      -----------      -----------
                                Net cash provided by investing activities         433,751        6,930,258          344,927
                                                                              -----------      -----------      -----------

                                                                                                                 (continued)

<PAGE>
<CAPTION>
                                              NATIONAL LEASE INCOME FUND 6 L.P.

                                                  STATEMENTS OF CASH FLOWS



                                                                                      Year ended December 31,
                                                                           ------------------------------------------------
                                                                              1996               1995              1994
                                                                           ------------      ------------      ------------

<S>                                                                        <C>               <C>                <C> 
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (continued)

 Cash flows from financing activities
         Distributions to partners .................................         (3,439,451)      (11,212,304)       (6,212,225)
         Principal payments on notes payable .......................               --                --          (3,725,300)
                                                                           ------------      ------------      ------------
                               Net cash used in financing activities         (3,439,451)      (11,212,304)       (9,937,525)
                                                                           ------------      ------------      ------------

 Net decrease in cash and
         cash equivalents ..........................................           (329,082)         (231,826)         (604,445)

 Cash and cash equivalents, beginning of year ......................          3,810,827         4,042,653         4,647,098
                                                                           ------------      ------------      ------------

 Cash and cash equivalents, end of year ............................       $  3,481,745      $  3,810,827      $  4,042,653
                                                                           ============      ============      ============


 Supplemental disclosure of cash flow information
         Interest paid .............................................       $      8,179      $    216,038      $    381,483
                                                                           ============      ============      ============


                                             See notes to financial statements.

</TABLE>
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


1            ORGANIZATION

           National Lease Income Fund 6 L.P., (the "Partnership"), was formed as
           of  July  11,  1986,  under  the  Delaware  Revised  Uniform  Limited
           Partnership  Act for the  purpose  of  engaging  in the  business  of
           investing in and leasing equipment. The Partnership will terminate on
           December 31, 2010,  or sooner,  in  accordance  with the terms of the
           Agreement   of  Limited   Partnership   (the   "Limited   Partnership
           Agreement").

           Limited  partners' units were  originally  issued at a price value of
           $500 per  unit.  A total of  300,005  units  of  limited  partnership
           interest  were  issued  for  aggregate   capital   contributions   of
           $150,002,500.  In addition,  the general partners contributed a total
           of $9,950 to the Partnership.

           In May  1992,  the Board of  Directors  of ALI  Equipment  Management
           Corp., the managing general partner of the Partnership,  decided that
           the  Partnership   would   discontinue   reinvestment  in  additional
           equipment and thereafter  distribute  cash from  operations and sales
           not required as reserves  commencing  with the quarter ended June 30,
           1992.  This was due to the  lower  cash flow  level,  caused by lower
           lease  rates,  compounded  by higher than  anticipated  technological
           obsolescence  resulting in lower residual  values,  as well as by the
           weakness in the airline  industry  resulting  in problems for various
           lessees  and a  decline  in the  value  of  all of the  Partnership's
           aircraft.

           Acquisitions  of equipment  during the years ended December 31, 1996,
           1995  and  1994  were  made to  satisfy  prior  purchase  commitments
           including  modifications  made to certain  aircraft  and  upgrades to
           equipment currently on lease.

2           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Leases

           The Partnership accounts for all of its leases in accordance with the
           operating and financing methods. For operating leases, rental revenue
           is  recognized  on a  straight-line  basis  and  expenses  (including
           depreciation)  are charged to operations  as incurred.  For financing
           leases,  unearned income is recognized as revenue over the respective
           lease  term so as to  produce  a  constant  rate of return on the net
           investment.

           Leased equipment and equipment held for lease or sale

           The cost of leased  equipment  and  equipment  held for lease or sale
           represents the initial cost of the equipment to the Partnership  plus
           miscellaneous  acquisition  and closing costs,  and is carried at the
           lower of depreciated cost or net realizable value.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

2           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

           Leased equipment and equipment held for lease or sale (continued)

           Depreciation  is  computed  using the  straight-line  method over the
           estimated  useful lives of such assets (five years for  equipment for
           management  information systems,  eight years for telephone equipment
           and aerial lift platforms,  12 years for intercity buses and 13 to 18
           years for aircraft and aircraft-related  equipment).  The Partnership
           capitalizes  major  additions to its aircraft  and  depreciates  such
           capital improvements over the remaining estimated useful life of such
           aircraft.

           When  equipment  is sold or  otherwise  disposed  of,  the  cost  and
           accumulated  depreciation  (and any related  allowance  for equipment
           impairment)  are removed  from the  accounts  and any gain or loss on
           such sale or disposal is reflected in operations.  Normal maintenance
           and repairs are charged to  operations as incurred.  The  Partnership
           provides  allowances for equipment  impairment based upon a quarterly
           review of all equipment in its portfolio,  when  management  believes
           that,  based  upon  market  analysis,  appraisal  reports  and leases
           currently in place with respect to specific equipment, the investment
           in such equipment may not be recoverable.

           The allowance is inherently subjective and is based upon management's
           best estimate of current  conditions and  assumptions  about expected
           future conditions.  The Partnership may provide for additional losses
           in subsequent years and such provisions could be material.

           Financial statements

           The financial statements include only those assets, liabilities,  and
           results  of   operations   which   relate  to  the  business  of  the
           Partnership.

           Cash and cash equivalents

           For the  purpose of the  statements  of cash flows,  the  Partnership
           considers all short-term  investments which have original  maturities
           of three months or less to be cash equivalents.

           Substantially all of the Partnership's  cash and cash equivalents are
           held at one financial institution.

           Fair value of financial instruments

           The fair value of financial instruments is determined by reference to
           market  data and  other  valuation  techniques  as  appropriate.  The
           Partnership's financial instruments include cash and cash equivalents
           and a note receivable.  Unless otherwise disclosed, the fair value of
           financial instruments approximates their recorded values.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

2           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

           Note receivable

           Note receivable represents financing provided by the Partnership to a
           lessee of certain aircraft for  modifications  made to such aircraft.
           Such note is being repaid with interest at a rate of 9.31% per annum.

           Deferred costs

           Deferred costs represent the payment made by the  Partnership,  based
           upon the terms of a certain lease, for maintenance which enhanced the
           marketability  with respect to the return of certain  aircraft leased
           to Alaska Airlines,  Inc. Deferred costs are amortized over the terms
           of the remarketed lease.

           Deferred aircraft upgrade payable

           Deferred   aircraft  upgrade  payable   represents   obligations  for
           upgrades,  relating to certain aircraft,  which had been acquired and
           in service at such date.

           Deferred income

           Deferred  income is  comprised  of the  unearned  portion  of advance
           rentals received with respect to the leases of certain equipment.

           Net income and distributions per unit of limited partnership interest

           Net income and distributions per unit of limited partnership interest
           are computed  based upon the number of units  outstanding  (300,005),
           during the years ended December 31, 1996, 1995 and 1994.

           Income taxes

           No  provisions  has been made for  federal,  state  and local  income
           taxes, since they are the personal responsibility of the partners.

           The income tax returns of the  Partnership are subject to examination
           by federal,  state and local taxing  authorities.  Such  examinations
           could result in adjustments to  Partnership  income or losses,  which
           changes  could  effect  the income tax  liability  of the  individual
           partners.

           Reclassifications

           Certain  classifications  have been made to the financial  statements
           shown for the prior years in order to conform to the  current  year's
           classifications.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

2           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

           Estimates

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

3           CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

           The corporate  general partner of the Partnership,  ALI Capital Corp.
           (the "Corporate  General  Partner"),  the managing general partner of
           the  Partnership,   ALI  Equipment   Management   Corp.   ("Equipment
           Management") and Integrated  Resources Equipment Group, Inc. ("IREG")
           were  wholly  owned  subsidiaries  of  Integrated   Resources,   Inc.
           ("Integrated")  through  November 2, 1994.  On November 3, 1994, as a
           result of the  consummation  of the  reorganization  plan relating to
           Integrated's bankruptcy,  indirect ownership of the Corporate General
           Partner,  Equipment  Management  and IREG was  purchased  by Presidio
           Capital Corp. ("Presidio"). Z Square G Partners II, was the associate
           general  partner of the  Partnership,  through  February 27, 1995. On
           February 28, 1995,  Presidio  Boram Corp.,  a subsidiary of Presidio,
           became the associate general partner.  Other limited partnerships and
           similar investment programs have been formed by Equipment  Management
           or its affiliates to acquire equipment and, accordingly, conflicts of
           interest may arise  between the  Partnership  and such other  limited
           partnerships. Affiliates of Equipment Management have also engaged in
           businesses  related to the  management  of equipment  and the sale of
           various  types  of  equipment  and may  transact  business  with  the
           Partnership.

           Subject  to the  rights of the  Limited  Partners  under the  Limited
           Partnership Agreement,  Presidio will control the Partnership through
           its direct or indirect  ownership  of all of the shares of  Equipment
           Management,  the  Corporate  General  Partner and, as of February 28,
           1995, the associate general partner.  Presidio is managed by Presidio
           Management Company, LLC ("Presidio Management"), a company controlled
           by a director of Presidio. Presidio Management is responsible for the
           day-to-day  management  of  Presidio  and,  among other  things,  has
           authority  to  designate  directors  of  Equipment  Management,   the
           Corporate General Partner and the associate general partner. In March
           1996,  Presidio  Management assigned its agreement for the day-to-day
           management of Presidio to Wexford Management LLC ("Wexford").
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

3           CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES 
            (continued)

           Presidio is a liquidating company. Although Presidio has no immediate
           plans to do so, it will  ultimately  seek to dispose of the interests
           it acquired from Integrated through liquidation;  however,  there can
           be no  assurance of the timing of such  transaction  or the effect it
           may have on the Partnership.

           The  Partnership  has a management  agreement with IREG,  pursuant to
           which IREG  receives 5% of annual gross rental  revenues on operating
           leases;  2% of annual  gross  rental  revenues on full payout  leases
           which contain net lease  provisions;  and 1% of gross rental revenues
           if  services  are   performed  by  third  parties  under  the  active
           supervision of IREG as defined in the Limited Partnership  Agreement.
           During  the  years  ended  December  31,  1996,  1995 and  1994,  the
           Partnership  incurred  expenses of  $149,445,  $208,747  and $476,015
           respectively, for such management services.

           During the operating and liquidating  stage of the Partnership,  IREG
           is  entitled  to  a  partnership   management  fee  equal  to  4%  of
           distributable   cash  from  operations  as  defined  in  the  Limited
           Partnership Agreement, subject to possible increase after the limited
           partners have received  certain  specified  minimum  returns on their
           investment. For the years ended December 31, 1996, 1995 and 1994, the
           Partnership  incurred   partnership   management  fees  of  $115,941,
           $195,000  and  $232,500,  respectively.  Such amounts are included in
           fees to affiliates in the statements of operations.

           At the present  time,  the level of fees payable to IREG for services
           rendered to the Partnership and other  affiliated  equipment  leasing
           partnerships  is declining.  The effect of this  situation  cannot be
           determined  at this  point.  The  management  agreements  between the
           Partnership  and  IREG  may be  terminated  by  either  party to such
           agreements.

           The general  partners are entitled to 1% of  distributable  cash from
           operations  and cash from sales or financing and cash from  equipment
           reserve  accounts  and an  allocation  of 1% of taxable net income or
           loss of the Partnership.

           During the operating and liquidating  stage of the Partnership,  IREG
           may be entitled to receive certain other fees which are  subordinated
           to the receipt by the limited  partners  of their  original  invested
           capital and certain specified minimum returns on their investment.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

3           CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES 
            (continued)

           Upon  the  ultimate  liquidation  of  the  Partnership,  the  general
           partners may be required to remit to the Partnership certain payments
           representing capital account deficit restoration based upon a formula
           provided within the Limited Partnership  Agreement.  Such restoration
           amount may be less than the recorded general partners' deficit, which
           could result in  distributions  to the limited  partners of less than
           their recorded equity.

           In April 1995,  Equipment  Management and certain  affiliates entered
           into  an  agreement  with  Fieldstone  Private  Capital  Group,  L.P.
           ("Fieldstone")   pursuant  to  which   Fieldstone   performs  certain
           management and administrative services relating to the Partnership as
           well as certain  other  partnerships  in which  Equipment  Management
           serves as general  partner.  Substantially  all costs associated with
           the retention of Fieldstone will be paid by Equipment Management.

4           LEASED EQUIPMENT

           Accounted for under the operating method

           Leased equipment, is summarized as follows: 

<TABLE>
<CAPTION>

                                                               December 31,
                                                          --------------------------- 
                                                              1996            1995
                                                          ----------      ----------- 
<S>                                                       <C>             <C>
Transportation and related equipment (net of
     accumulated depreciation of $20,557,076
     and $18,409,711 and an allowance for
     equipment impairment of $20,409,450 and
     $20,409,450)..................................       $11,477,127     $13,624,508

Equipment  for management information 
     systems (net of accumulated  depreciation  
     of $171,095 and $1,671,817 and an
     allowance for equipment impairment of
     $22,435 and $183,951) ........................            --             342,262
                                                          ----------      ----------- 

                                                          $11,477,127     $13,966,770
                                                          ===========     =========== 
</TABLE>
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4           LEASED EQUIPMENT (continued)

           The minimum future rentals  receivable on noncancelable  leases as of
           December 31, 1996 are as follows:
<TABLE>
<CAPTION>
                   Year ending   
                  December 31,                 Amount
                  ------------                 ------
<S>                                       <C>
                     1997                 $   2,762,000
                     1998                     1,523,000
                                          -------------

                                          $   4,285,000
                                          =============
</TABLE>

           The above  amounts do not  reflect any  potential  rent  credits,  as
           provided under certain  aircraft  leases,  to fund the  Partnership's
           obligations under such leases.

           In  addition,  rental  revenue  received on leases that go beyond the
           firm term (lessee does not supply notice of termination or renewal as
           required by the lease) is recognized  as earned.  For the years ended
           December  31,  1996,  1995  and  1994,  rental  revenue  earned  on a
           month-to-month  basis comprised  approximately 3%, 3% and 4% of total
           rental revenue, respectively.

           Maintenance and repairs expense incurred for the years ended December
           31, 1995 and 1994 was $22,257 and $2,589, respectively.  There was no
           maintenance  and  repairs  expense  incurred  during  the year  ended
           December 31, 1996.

           Accounted for under the financing method

           Consists  of  certain  transportation  equipment  and  equipment  for
           management  information systems, which is summarized as follows as of
           December 31, 1995:
<TABLE>
<CAPTION>
<S>                                                        <C>

                  Minimum lease payments receivable        $     9,076
                  Unguaranteed residual value (A)               82,661
                                                           -----------
                                                                91,737
                  Less unearned income                             761
                                                           -----------
                                                           $    90,976
                                                           ===========
</TABLE>
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4           LEASED EQUIPMENT (continued)
                                                            

           (A)    Certain equipment for management  information  systems,  as of
                  December  31,  1994,  which had been  accounted  for under the
                  financing method was reclassified, after the respective leases
                  had gone beyond their firm term,  to equipment  accounted  for
                  under the operating  method.  In addition,  certain  equipment
                  with a net  carrying  value  of  $82,661  and  $1,600,764  was
                  disposed of during the years ended December 31, 1996 and 1995,
                  respectively.

           Equipment held for lease or sale

           Consists of certain equipment for management  information systems and
           transportation  equipment, with an aggregate net carrying value of $0
           (net of accumulated  depreciation of $1,781,000 and $1,827,573 and an
           allowance for equipment  impairment of $2,595,000 and  $2,612,619) at
           December 31, 1996 and 1995, respectively.

5           ACCOUNTS PAYABLE AND ACCRUED EXPENSES

           Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>

                                                               December 31,
                                                       -------------------------
                                                         1996              1995
                                                       -------           -------
<S>                                                    <C>               <C>
Professional fees ..........................           $84,378           $82,288
Sales and property taxes ...................              --              52,701
Operating ..................................            24,639            24,752
Lease overpayments .........................              --              11,691
                                                       -------           -------

                                                    $  109,017          $171,432
                                                    ==========          ======== 
</TABLE>
6           DISTRIBUTIONS TO PARTNERS

                   Distributions  payable to  partners  represent  distributable
            cash from  operations and cash from sales, as defined in the Limited
            Partnership  Agreement,  for the  fourth  quarter  of 1996 and 1995.
            Distributions  payable to limited  partners were $2.50 and $4.00 per
            limited  partnership  unit  and  distributions  payable  to  general
            partners  aggregated  $7,576 and $12,121 as of December 31, 1996 and
            1995, respectively.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


7           RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS
            TO TAX BASIS

           The  Partnership  files  its  tax  return  on the  accrual  basis.  A
           reconciliation  of net income  per  financial  statements  to the tax
           basis of accounting is as follows:
<TABLE>
<CAPTION>

                                                                  Year ended December 31,
                                                      ---------------------------------------------
                                                           1996            1995             1994
                                                      -----------      -----------      -----------
<S>                                                   <C>              <C>              <C>
Net income per financial statements .............     $   235,176      $ 1,732,664      $ 2,258,086
Difference between financial statements and tax
      basis treatment of advanced rental payments         (41,603)          41,603         (160,607)
Difference between financial statements and tax
      basis of equipment sold or disposed of ....          67,088        2,306,854         (263,282)
Provision for equipment impairment provided
      for financial statement purposes ..........          50,000            8,000        1,740,000
Minimum lease payments received, net of
      income earned on leases accounted
      for under the financing method ............           8,300          241,170        1,455,112
Difference between advanced payments
      made over the amount recognized ratably
      over the respective periods for financial
      statements ................................         112,516          112,516          112,516
Tax depreciation in excess of financial
      statement depreciation ....................        (336,825)        (646,079)      (2,651,847)

Deficiency (excess) of income accruals
      over expense accruals .....................             (11)             798            3,259
                                                      -----------      -----------      -----------

Net income per tax basis ........................     $    94,641      $ 3,797,526      $ 2,493,237
                                                      ===========      ===========      ===========

</TABLE>
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

7           RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS
            TO TAX BASIS (continued)

            The differences  between the  Partnership's net assets per financial
            statements and tax basis of accounting are as follows:
<TABLE>
<CAPTION>

                                                          December 31,
                                               --------------------------------
                                                    1996                1995
                                               ------------        ------------
<S>                                            <C>                 <C>
Net assets per financial statements ....       $ 14,384,855        $ 17,134,577

Net carrying value of equipment ........         (6,503,033)         (6,291,586)
Syndication costs ......................         16,875,000          16,875,000
Advanced rental payments ...............             69,250             110,853
Deferred costs .........................           (224,677)           (337,193)
                                               ------------        ------------

Net assets per tax basis ...............       $ 24,601,395        $ 27,491,651
                                               ============        ============
</TABLE>
8           MAJOR LESSEES

           Revenues from equipment leased to individual lessees, which generated
           10% or more of leasing revenues, are as follows:
<TABLE>
<CAPTION>

                                                  Year ended December 31,
                                         ------------------------------------------
                                            1996            1995            1994
                                         ----------      ----------      ----------
<S>                                      <C>             <C>             <C>
Two Boeing 737-200 aircraft ........     $1,200,000      $  980,000      $3,179,000
       % of leasing revenues .......             39%             22%             32%

One Boeing 737-200 aircraft ........     $     --        $1,079,000      $1,673,000
       % of leasing revenues .......             -%              25%             17%

Two Boeing 727-227 Advanced aircraft     $1,662,000      $1,662,000      $1,662,000
       % of leasing revenues .......             54%             38%             17%

</TABLE>
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


9           BUSINESS SEGMENTS

           The   Partnership   leases   certain   equipment   domestically   and
           internationally.  Below is a breakdown of the Partnership's equipment
           and operating results by geographic location:

<TABLE>
<CAPTION>
                                                                    Year ended December 31,
                               --------------------------------------------------------------------------------------------
                                           1996                             1995                           1994
                               --------------------------------------------------------------------------------------------  
                                  United          Western          United         Western         United           Western
                                  States          Pacific          States         Pacific         States           Pacific
<S>                            <C>              <C>             <C>             <C>             <C>             <C>
Rental revenues ..........     $ 1,389,681      $ 1,662,000     $ 2,704,436     $ 1,662,000     $ 8,081,352     $ 1,662,000

Net income (loss) ........     $  (499,448)     $   734,624     $ 1,132,344     $   600,320     $ 1,650,023     $   608,063

Leased equipment
   Accounted for under
     the operating method      $ 3,513,607      $ 7,963,520     $ 5,255,356     $ 8,711,414     $10,355,577     $ 9,459,293

   Accounted for under the
     financing method ....     $      --        $      --       $    90,976     $      --       $ 1,932,910     $      --

Equipment held for
   lease or sale .........     $      --        $      --       $      --       $      --       $ 1,588,237     $      --

</TABLE>

10          EQUIPMENT SALES - 1994

            During  the year ended  December  31,  1994,  the  Partnership  sold
            certain  equipment for management  information  systems  (originally
            accounted  for as  operating  and  financing  leases),  which it had
            originally  purchased for purchase  prices  aggregating  $8,713,497,
            inclusive  of  associated  acquisition  fees to  unaffiliated  third
            parties,  for an aggregate  sales price of $277,185.  Such equipment
            had net carrying values aggregating  $222,765 (net of allowances for
            equipment impairment aggregating  approximately $857,000 provided in
            prior periods with respect to such equipment) when sold.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

11          EQUIPMENT SALES - 1995

                   During the year ended December 31, 1995, the Partnership sold
            certain   equipment   for   management   information   systems   and
            telecommunication  equipment  (originally accounted for as operating
            and  financing  leases),  which  it  had  originally  purchased  for
            purchase  prices  aggregating  $7,698,560  inclusive  of  associated
            acquisition  fees to  unaffiliated  third parties,  for an aggregate
            sales price of $2,134,973.  Such  equipment had net carrying  values
            aggregating  $1,775,400 (net of allowances for equipment  impairment
            aggregating  approximately  $407,000  provided in prior periods with
            respect to such equipment) when sold.

            On  October  31,  1994,  the  lease  with  Simmons  Airlines,   Inc.
            ("Simmons")  of two Shorts 360  aircraft  (the  "Simmons  Aircraft")
            expired  in  accordance  with its  original  terms.  The  associated
            nonrecourse  debt was repaid  upon the  receipt of the final  rental
            installment. In conjunction with the return of the Simmons Aircraft,
            it was determined that certain attributes of two of the engines were
            below certain thresholds.  The Partnership contributed approximately
            $133,000  in order to enhance  the value of such  engines.  In April
            1995, the Simmons Aircraft were sold to an unaffiliated  third party
            for net sales proceeds of $1,425,000. Such aircraft had net carrying
            values aggregating  approximately  $1,493,000 (net of allowances for
            equipment  impairment  aggregating  $2,930,000  previously provided)
            when sold.

            On July 31, 1995 the lease with Aloha Airlines, Inc. ("Aloha") for a
            Boeing  737-200  Advanced   aircraft  was  scheduled  to  expire  in
            accordance with its original  terms.  The Partnership and Aloha then
            entered into a short-term  lease extension of a maximum of two and a
            half  months  terminating  on  October  15,  1995.  During the lease
            extension Aloha paid rent on a utilization arrangement based on $225
            per cycle with a monthly minimum of $53,500 and a monthly maximum of
            $90,000. The Partnership had the option,  which it exercised,  as of
            September  7, 1995 to early  terminate  the  lease.  Aloha  paid the
            Partnership  a financial  adjustment of $515,000 in lieu of existing
            return conditions  provided for in the lease. Aloha has also made an
            additional payment of $15,000 for a damaged Auxiliary Power Unit. In
            September  1995,  the  Partnership  sold the  Aloha  aircraft  to an
            unaffiliated third party for net sales proceeds of $2,461,000.  Such
            aircraft  had  a  net  carrying  value   aggregating   approximately
            $2,719,000  (net of allowance for equipment  impairment  aggregating
            $3,500,000 previously provided) when sold.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

12          EQUIPMENT SALES 1996

            During  the year ended  December  31,  1996,  the  Partnership  sold
            certain  equipment for management  information  systems  (originally
            accounted  for as  operating  and  financing  leases),  which it had
            originally  purchased for purchase  prices  aggregating  $2,384,124,
            inclusive  of  associated  acquisition  fees to  unaffiliated  third
            parties,  for an aggregate  sales price of $249,161.  Such equipment
            had net carrying values aggregating  $295,804 (net of allowances for
            equipment  impairment  aggregating  approximately  $229,135 provided
            with respect to such equipment) when sold.

13          COMMITMENTS AND CONTINGENCIES

a          Greyhound Lines, Inc.

           On June 5, 1990,  Greyhound Lines, Inc.  ("Greyhound"),  formerly the
           lessee of 30 MCI  intercity  motor coaches (the  "Buses"),  filed for
           protection  from its creditors  pursuant to the provisions of Chapter
           11 of the United States  Bankruptcy  Code,  along with certain of its
           affiliates.  The Buses were  acquired new by the  Partnership  during
           July 1987,  and were  scheduled to be on lease through July 1995 (the
           "Greyhound Lease").  Greyhound paid the rent due on the Buses through
           September 30, 1990.  Pursuant to a bankruptcy court order,  Greyhound
           rejected  the   Greyhound   Lease  and  returned  the  Buses  to  the
           Partnership  in  October  1990.  The  Partnership  filed a claim  for
           liquidated  damages in the Greyhound  bankruptcy  case based upon the
           lease rejection.  In early 1991, the Partnership sold the Buses to an
           unaffiliated third party for sales proceeds aggregating approximately
           $3,521,000;  Greyhound was entitled to offset a portion of such sales
           price against the Partnership's claim.

           In July 1992,  the  Partnership  received an assessment for state use
           tax of  approximately  $343,000  (including  interest and  penalties)
           relating to the Buses.  While the  Greyhound  Lease had provided that
           Greyhound was  responsible for such tax, the obligation is ultimately
           the  Partnership's  as owner and lessor.  The Partnership had accrued
           such  amount  in 1992 and the  Partnership's  claim in the  Greyhound
           bankruptcy  case  included  this  tax,  penalties  and  interest.  In
           September 1993, the bankruptcy court approved a negotiated settlement
           of the proof of claim,  pursuant to which,  during  October 1993, the
           Partnership   received  a   distribution   of   $1,770,419   in  full
           satisfaction  of its claims.  In  February  1995,  the  Partnership's
           request for redetermination of the state use tax issue was denied.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

b          Hawaiian Airlines, Inc.

           On September 21, 1993, Hawaiian Airlines,  Inc.  ("Hawaiian"),  filed
           for  reorganization  under Chapter 11 of the Unites States Bankruptcy
           Code.  Hawaiian  had leased two Rolls  Royce  aircraft  engines  (the
           "Hawaiian  Engines") and one McDonnell  Douglas DC9-51  aircraft (the
           "Hawaiian  Aircraft"),  owned by the Partnership,  under two separate
           engine leases and one aircraft  lease (the  "Hawaiian  Engine Leases"
           and the "Hawaiian  Aircraft Lease,"  respectively,  and collectively,
           the "Hawaiian Leases").

           The Hawaiian  Engines and the Hawaiian  Aircraft were acquired by the
           Partnership  during 1987 and 1988 from  Hawaiian  and were net leased
           back to  Hawaiian  for  terms  ranging  from  approximately  84 to 96
           months. The Hawaiian Engines were not encumbered by third party debt,
           while the Hawaiian Aircraft was subject to nonrecourse financing (the
           "Hawaiian Loan") provided by an unaffiliated  third party lender (the
           "Hawaiian Lender").

           Hawaiian had suffered serious financial  difficulties  since at least
           1990 and, through June 1994, made rental payments that were less than
           the   scheduled   amounts   due,   based  on  a  series  of  proposed
           restructuring  plans whereby lease rentals under the Hawaiian  Leases
           were reduced.  The reduced rentals relating to the Hawaiian  Aircraft
           Lease  were  sufficient  only to repay  the  amounts  due  under  the
           Hawaiian  Loan  plus  any  associated  expenses  but  not to  provide
           additional cash flow to the Partnership.

           During  1993,  despite  the efforts by  Hawaiian  to  reorganize  its
           business  and  to  restructure  all  of  its  obligations,   Hawaiian
           continued to have significant  financial and liquidity  difficulties,
           which led to Hawaiian's Chapter 11 Bankruptcy filing.

           The events associated with the  Partnership's  efforts and results in
           negotiating with Hawaiian and the Hawaiian Lender with respect to the
           Hawaiian Leases differ somewhat because of the fact that the Hawaiian
           Engines were  unencumbered and the Hawaiian Aircraft Lease involved a
           third party lender whose loan was secured by the Hawaiian Aircraft.

           Hawaiian Aircraft Lease

           On February 4, 1993, the Hawaiian  Lender  notified  Hawaiian and the
           Partnership  that  Hawaiian  was in default  for  failure to make its
           January 1993 scheduled payment pursuant to its lease. On February 17,
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


           1993, the Hawaiian  Lender  declared the Hawaiian Loan in default and
           accelerated  the principal  amount of the debt. On March 15, 1993, by
           notice to  Hawaiian,  with copies to the  Partnership,  the  Hawaiian
           Lender exercised its right to terminate the Hawaiian  Aircraft Lease,
           effective  March 31,  1993,  and  demanded the return of the Hawaiian
           Aircraft.

           On June 7, 1993,  the Hawaiian  Lender  filed suit  against  Hawaiian
           seeking,  among other relief, to restrain Hawaiian from operating the
           Hawaiian Aircraft, to obtain possession of the Hawaiian Aircraft, and
           to obtain  damages,  including  unpaid rents,  interest and costs. As
           beneficial owner of the Hawaiian  Aircraft,  at the time the suit was
           commenced,  the  Partnership  was included in such lawsuit as a named
           defendant,  as  was  the  trustee  of the  trust  through  which  the
           Partnership  owned  the  Hawaiian  Aircraft.  On June 25,  1993,  the
           above-mentioned parties entered into the following stipulations:  (i)
           confirming,  as of March 31, 1993,  the  termination  of the Hawaiian
           Aircraft Lease; (ii) ordering  surrender of the Hawaiian Aircraft not
           later than  October  15,  1993;  and (iii)  confirming  the  Hawaiian
           Lender's  forbearance from pursuing  repossession  until such date in
           consideration  of certain payments by Hawaiian and its performance of
           certain  other  obligations  with respect to the  Hawaiian  Aircraft.
           Hawaiian made such payments,  aggregating  approximately $167,000, to
           the Hawaiian Lender pursuant to the  stipulation,  which were applied
           by the Hawaiian Lender to the accrued interest on the Hawaiian Loans.

           Because the value of the Hawaiian  Aircraft was  estimated to be less
           than the value of the associated  nonrecourse  debt, the  Partnership
           determined  not to make  any  payments  to cure the  defaults  on the
           related debt. The Hawaiian Lender foreclosed on the Hawaiian Aircraft
           on December 3, 1993. The  Partnership  removed the net carrying value
           of the  Hawaiian  Aircraft  of  $3,580,903  (net  of  allowances  for
           equipment  impairment   aggregating   $5,760,000  provided  in  prior
           periods)  and the  related  debt of  $3,580,903  from its  respective
           accounts as of December 31, 1993.

           Hawaiian Engine Leases

           During  January  1993,  Equipment   Management,   on  behalf  of  the
           Partnership,  along with certain affiliated entities,  entered into a
           settlement agreement with Hawaiian, pursuant to which Hawaiian agreed
           to reimburse  the  Partnership  for  expenses,  including  reasonable
           attorneys'  fees  incurred in  connection  with the  preparation  and
           implementation  of the  restructuring  of the Hawaiian Engine Leases.
           Further,   Hawaiian   consented   to  the  issuance  of  a  temporary
           restraining  order (the  "Consent  Decree"),  with the First  Circuit
           Court of Hawaii,  requiring  Hawaiian to cease operating the Hawaiian
           Engines without  compensation to the Partnership.  During March 1993,
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

13          COMMITMENTS AND CONTINGENCIES (continued)

           the Partnership  agreed to forebear from filing the Consent Decree in
           consideration  of  Hawaiian's  agreement  to make four weekly  rental
           payments   aggregating  $20,000.  All  four  payments  were  made  by
           Hawaiian.  During  the  remainder  of 1993,  Hawaiian  made  payments
           aggregating approximately $202,000.

           On July 25, 1993,  the  Partnership  served  Hawaiian with notices of
           termination for the Hawaiian Engine Leases.  However, the Partnership
           did not attempt to enforce such lease  terminations  through judicial
           proceedings.

           In  September  1993,  the  Partnership  discovered  that  one  of the
           Hawaiian  Engines had been  substantially  damaged and was of nominal
           net  carrying  value.  Although  such  engine  was held in storage by
           Hawaiian,  Hawaiian had continued to remit payments on such engine as
           if it were in use.

           On September 14, 1993,  the  Partnership  commenced an action against
           Hawaiian in the First Circuit Court of Hawaii  alleging,  among other
           claims, breach of contract, fraud and negligent  misrepresentation in
           connection with Hawaiian's lease of the damaged Hawaiian Engine.  The
           Partnership  sought  damages of $1,900,000,  representing  the agreed
           casualty  value  of  such  engine,   as  well  as  punitive  damages,
           attorneys'  fees and costs,  based on the  concealment by Hawaiian of
           the destruction of such engine.  The Partnership's  action was stayed
           as a result of Hawaiian's  bankruptcy  filing and, in connection with
           Hawaiian's  emergence from  bankruptcy,  has been  dismissed  without
           prejudice by agreement of the Partnership and Hawaiian.

           In March 1994,  the  Partnership  was  notified by Hawaiian  that the
           second engine was also in storage and in need of substantial  repairs
           (estimated  by  the  Partnership  to  cost  approximately  $800,000).
           Hawaiian  continued to remit weekly payments relating to the Hawaiian
           Engines through June 9, 1994.

           On June 27, 1994,  Hawaiian filed a motion with the bankruptcy  court
           to reject  the  Hawaiian  Engine  Leases  and on July 11,  1994,  the
           bankruptcy  court  approved  such  motion.  During  the  years  ended
           December 31, 1994 and 1993, the Partnership recognized  approximately
           $309,000 and $1,383,000, respectively, of rental revenue with respect
           to the Hawaiian Engines and the Hawaiian Aircraft,  of which $202,626
           and $994,660,  respectively,  was provided as an additional allowance
           for doubtful accounts.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


13          COMMITMENTS AND CONTINGENCIES (continued)

           Hawaiian Engine Leases (continued)

           The Partnership  filed proofs of claim in Hawaiian's  bankruptcy case
           covering  the  outstanding  rentals  from  October  2,  1990  through
           September  21, 1993 and covering  the  casualty  value of the damaged
           engine,  as well as  administrative  claims  covering  the use of the
           remaining  Hawaiian  Engine and the  Hawaiian  Aircraft  for  periods
           subsequent  to  September  21,  1993.  The  proofs  of claim  and the
           administrative  claims  also  include  claims  for any other  damages
           resulting  from  Hawaiian's  actions  with  respect  to the  Hawaiian
           Engines   and  the   Hawaiian   Aircraft   either   pre-petition   or
           post-petition.  Because of the foreclosure on the Hawaiian  Aircraft,
           the  Partnership has agreed to withdraw its claims as to the Hawaiian
           Aircraft,  since the Hawaiian  Lender filed  substantially  duplicate
           claims.

           During 1994,  Hawaiian and the Partnership  entered into an agreement
           to settle the  Partnership's  claims  with  respect  to the  Hawaiian
           Engines.  Hawaiian  has  settled the claims  through the  issuance of
           Hawaiian  stock to the  Partnership.  In June 1995,  the  Partnership
           received  approximately  86,000 shares of Class A Common stock in the
           reorganized Hawaiian Airlines,  Inc., in consideration of its general
           unsecured claims filed against Hawaiian. During 1995, the Partnership
           sold all shares for net proceeds aggregating $398,377.

           The Partnership  anticipates it will encounter severe  competition in
           attempting  to  sell  the  Hawaiian  Engines  due  to  their  current
           condition  and a surplus in the market with respect to such  engines.
           Hawaiian emerged from bankruptcy on September 12, 1994.

           At December 31, 1995,  the Hawaiian  Engines (net of  allowances  for
           equipment  impairment   aggregating   $2,595,000  provided  in  prior
           periods) were fully  depreciated  and are included in Equipment  held
           for sale or lease.

c          Skyhook, Inc.

           During  December  1989,  Skyhook,  Inc., the lessee of certain aerial
           lift  platforms,  defaulted  on its lease  with the  Partnership  and
           shortly  thereafter filed for protection from its creditors  pursuant
           to the provisions of Chapter 11 of the United States Bankruptcy Code.
           The  Partnership  recovered  and  disposed  of all of the aerial lift
           platforms.  The lease was guaranteed by the  individual  owner of the
           lessee.  The Partnership filed suit against the individual  guarantor
           in New York State Supreme Court,  Westchester  County. The associated
           equipment  was  originally  purchased  for a price  of  approximately
           $1,523,000  (inclusive of associated  acquisition fees and expenses).
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

13          COMMITMENTS AND CONTINGENCIES (continued)

           Skyhook, Inc. (continued)

           During 1993, the guarantor  served an amended answer and counterclaim
           against the Partnership alleging lack of commercial reasonableness in
           the Partnership's  disposition of the equipment and that the original
           lease  transaction was usurious.  The amended answer and counterclaim
           sought  approximately  $1,200,000  in  damages.  In March  1996,  the
           Partnership and the defendant settled the litigation.  The settlement
           provides  for a payment of $7,000 to the  Partnership  and a full and
           final release of any claims against the  Partnership.  The action has
           been dismissed with prejudice.

d          Continental Micronesia, Inc.

           On August 14, 1992, the leases to Alaska Airlines, Inc. ("Alaska") of
           two Boeing 727-227 Advanced aircraft expired in accordance with their
           original  terms.  Upon the receipt of the final rental  payment,  the
           associated  nonrecourse  debt was  repaid.  In  conjunction  with the
           return of such  aircraft,  it was  determined  that certain  physical
           attributes  of the  aircraft  exceeded  the  related  minimum  return
           conditions provided for in the leases. As a result, and in accordance
           with such leases, the Partnership paid Alaska approximately  $647,000
           to  reflect  the  enhanced  value of the  aircraft.  Such  amount  is
           reflected on the balance  sheets,  net of  amortization,  as Deferred
           costs and are being amortized over the term of the lease renewal,  as
           mentioned  below.  Upon  delivery  of  such  aircraft  to  a  storage
           facility,  but prior to  remarketing  the aircraft,  the  Partnership
           performed  a  boroscope  inspection  on the  engines  which  revealed
           substantial damage to one of the engines.  The Partnership and Alaska
           agreed to allocate  the costs of such engine  repairs and provide for
           equal sharing of disputed  items,  pursuant to which the  Partnership
           paid  $38,000 in January  1993 as its share of the total  cost,  with
           Alaska paying the balance of the repair costs.

           On March 31,  1993,  the  Partnership  leased the two Boeing  727-227
           Advanced aircraft to Continental Airlines, Inc. ("Continental") for a
           term of  approximately  69  months  to be used by  Continental's  Air
           Micronesia  operation  (the "Air Mike  Leases").  Each Air Mike Lease
           provides for a monthly base rent of $69,250,  subject to  adjustments
           for rent  credits  relating to initial  modifications  (the  "Initial
           Modifications")  which include Traffic Collision  Avoidance  Systems,
           windshear detection and upgraded avionics,  aggregating approximately
           $1,308,000  for both  aircraft.  Such  modifications  were  funded by
           Continental  and are being  repaid  by the  Partnership  through  the
           application  of rent  credits such that  Continental  will recoup the
           aggregate cost of the Initial  Modifications  over a 36-month  period
           with  interest  at 9.31% per  annum.  The  remaining  balance of rent
           credits to be applied by Continental  towards such  modifications was
           $100,000 and $361,539 as of December 31, 1996 and 1995, respectively.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

13          COMMITMENTS AND CONTINGENCIES (continued)

           Continental Micronesia, Inc. (continued)

           In addition, Continental has made certain other modifications to such
           aircraft.  The  Partnership  has agreed to provide  financing for the
           rent credits  ("Lessor  Financing  Credits")  against the base rental
           payments  due  under the Air Mike  Leases.  The  lessee is  currently
           repaying Lessor Financing Credits through monthly  installments which
           are being   amortized  at the rate of 9.31% per annum over 36 months.
           Through  December  31,  1996,  the  Partnership  had provided all the
           required financing aggregating approximately $1,443,000. Such amount,
           net of amounts repaid,  is reflected on the balance sheet at December
           31, 1996 and 1995 as Note receivable.  The net carrying value of both
           aircraft aggregated  approximately  $7,963,000 and $8,711,000 (net of
           allowances  for  equipment   impairment   aggregating   approximately
           $10,000,000 provided in prior periods) at December 31, 1996 and 1995,
           respectively.

           In  April  1993,  Continental  transferred  all  of  its  rights  and
           obligations   under  the  Air  Mike  Leases  to  Air  Micronesia,   a
           stand-alone air carrier affiliated with Continental.

e          Southwest Airlines Co.

           On  November  30,  1994,  the leases  with  Southwest  Airlines,  Co.
           ("Southwest")   of  two  Boeing  737-200   aircraft  (the  "Southwest
           Aircraft")  were schedule to expire in accordance with their original
           terms. The associated nonrecourse debt was repaid upon the receipt of
           the final rental installment. Southwest and the Partnership agreed to
           extend  Southwest's leases for one additional year for a monthly rent
           of  approximately  28% of the original  lease rate.  The  Partnership
           provided  an  allowance  for  equipment  impairment  of  $750,000  to
           recognize  the  loss in  value of such  aircraft  for the year  ended
           December 31, 1994.

           On November  30,  1995,  the lease  extensions  with  Southwest  were
           scheduled to expire in accordance with their terms. Southwest and the
           Partnership  agreed  to a two  year  extension  of each  lease  which
           provides for monthly rentals of 125% of the previous lease rate.

           The  net  carrying  value  of  the  Southwest   Aircraft   aggregated
           approximately  $3,514,000  and  $4,913,000  (net  of  allowances  for
           equipment impairment aggregating approximately $10,400,000 previously
           provided) at December 31, 1996 and 1995, respectively.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.


                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


14           STATUS OF INTEGRATED

            On February 13,  1990,  Integrated,  the former  parent of Equipment
            Management,   the  Corporate  General  Partner  and  IREG,  filed  a
            voluntary petition for reorganization under Chapter 11 of the United
            States  Bankruptcy  Code.  While the  Integrated  bankruptcy did not
            directly  affect the  Partnership's  operations,  it has resulted in
            certain changes.

            On  August  8,  1994,  the  Bankruptcy  Court  confirmed  a Plan  of
            Reorganization   (the  "Steinhardt  Plan")  proposed  by  Steinhardt
            Management  Company  and  the  Official  Committee  of  Subordinated
            Bondholders,  and on  November  3,  1994,  the  Steinhardt  Plan was
            consummated.  Presidio purchased  substantially all of the assets of
            Integrated,  including  its  interest in Equipment  Management,  the
            Corporate  General  Partner and IREG.  Presidio is a British  Virgin
            Islands corporation owned 12% by IR Partners, a general partnership,
            and 88% by former creditors of Integrated.

            In  March  1995,   Presidio  elected  new  directors  for  Equipment
            Management.  However, some of its executive officers remain the same
            and certain of Integrated's  former employees who performed services
            with  respect  to  the  Partnership   have  been  hired  by  Wexford
            Management  Corp.,  formerly  Concurrency  Management  Corp.,  which
            provides  management and  administrative  services to Presidio,  its
            direct and  indirect  subsidiaries,  as well as to the  Partnership.
            Effective  January 1, 1996,  Wexford  Management Corp.  assigned its
            agreement  to provide  management  and  administrative  services  to
            Presidio and its subsidiaries to Wexford.
<PAGE>
<TABLE>
<CAPTION>
                                                 NATIONAL LEASE INCOME FUND 6 L.P.

                                          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                                                          Additions
                                                                 -------------------------
                                                 Balance at      Charged to       Charged                              Balance
                                                Beginning of     Costs and        to Other        Additions             at End
         Description                               Period         Expenses        Accounts       (Deductions)          of Period
         -----------                               ------         --------        --------       ------------          ---------
<S>                                            <C>            <C>            <C>             <C>                    <C>
YEAR ENDED DECEMBER 31, 1996

Leased equipment accounted for
        under the operating method -
        valuation allowance for equipment
        impairment

        Equipment for management
               information systems .........   $    183,951   $     50,000   $       --      $   (211,516) (A)      $     22,435
        Transportation and related equipment     20,409,450           --             --              --               20,409,450

Equipment held for lease or sale -
        valuation allowance for equipment
        impairment

        Equipment for management
               information systems .........         17,619           --             --          (17,619) (A)              --
        Transportation and related equipment      2,595,000           --             --              --                2,595,000

Allowance for uncollectible accounts -
        accounts receivable ................           --             --             --              --                     --
                                               ------------   ------------    ---------      -----------            ------------ 
                                               $ 23,206,020   $     50,000    $      --      $  (229,135)           $ 23,026,885
                                               ------------   ------------    ---------      -----------            ------------ 

<PAGE>
<CAPTION>
                                                 NATIONAL LEASE INCOME FUND 6 L.P.

                                          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                                                          Additions
                                                                 -------------------------
                                                 Balance at      Charged to       Charged                              Balance
                                                Beginning of     Costs and        to Other        Additions             at End
         Description                               Period         Expenses        Accounts       (Deductions)          of Period
         -----------                               ------         --------        --------       ------------          ---------
<S>                                            <C>            <C>            <C>             <C>                    <C>
YEAR ENDED DECEMBER 31, 1995

Leased equipment accounted for
        under the operating method -
        valuation allowance for equipment
        impairment

        Equipment for management
               information systems .........   $    338,978   $      7,000   $       --      $   (162,027) (A)      $    183,951
        Transportation and related equipment     23,909,450           --             --        (3,500,000) (A)        20,409,450
        Telephone equipment ................        210,363          1,000           --          (211,363) (A)              --

Equipment held for lease or sale -
        valuation allowance for equipment
        impairment

        Equipment for management
               information systems .........         51,289           --             --           (33,670) (A)            17,619
        Transportation and related equipment      5,525,000           --             --        (2,930,000) (A)         2,595,000

Allowance for uncollectible accounts -
        accounts receivable ................      1,628,286           --             --        (1,628,286) (C)              --
                                               ------------   ------------    ---------      -----------            ------------ 
                                               $ 31,663,366   $      8,000    $       --      $(8,465,346)          $ 23,206,020
                                               ============   ============    ========        ===========           ============
<PAGE>
<CAPTION>
                                                 NATIONAL LEASE INCOME FUND 6 L.P.

                                          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                                                          Additions
                                                                 -------------------------
                                                 Balance at      Charged to       Charged                              Balance
                                                Beginning of     Costs and        to Other        Additions             at End
         Description                               Period         Expenses        Accounts       (Deductions)          of Period
         -----------                               ------         --------        --------       ------------          ---------
<S>                                            <C>            <C>             <C>            <C>                     <C>
YEAR ENDED DECEMBER 31, 1994

Leased equipment accounted for
        under the operating method -
        valuation allowance for equipment
        impairment

        Equipment for management
               information systems .........   $    901,880   $    159,000    $      --      $   (721,902) (A)       $    338,978
        Transportation and related equipment     27,934,450      1,250,000           --        (5,275,000) (B)         23,909,450
        Telephone equipment ................        129,363         81,000           --               --                  210,363

Equipment held for lease or sale -
        valuation allowance for equipment
        impairment

        Equipment for management
               information systems .........        186,611           --             --          (135,322) (A)             51,289
        Transportation and related equipment           --          250,000           --         5,275,000  (B)          5,525,000

Allowance for uncollectible accounts -
        accounts receivable ................      1,425,660        202,626           --              --                 1,628,286
                                               ------------   ------------    ---------      -------------           ------------

                                               $ 30,577,964   $  1,942,626    $      --      $   (857,224)           $ 31,663,366
                                               ============   ============    =========      ==============          ============

(A) Amounts represent valuation  allowances for equipment impairment relating to
certain equipment sold during 1996, 1995 and 1994.

(B) Amounts  represent  reclassification  of valuation  allowance  for equipment
impairment  relating to certain equipment held for lease or sale at December 31,
1994.

(C) Amounts  represent  allowance for  uncollectible  acounts written off during
1995.
</TABLE>
<PAGE>
 Item 9.         Changes in and Disagreements with Accountants on Accounting and
                 Financial  Disclosure.

                 None.
<PAGE>
PART III


Item 10.          Directors and Executive Officers of Registrant

Registrant has no officers or directors.  The Managing  General  Partner manages
and  controls   substantially  all  of  Registrant's  affairs  and  has  general
responsibility and ultimate authority in all matters affecting its business. The
officers  and  directors  of the  Corporate  General  Partner and the  Associate
General  Partner,  in their  respective  capacities  as such,  do not devote any
material  amount of their business time and attention to  Registrant's  affairs.
The names and  positions  held by the  officers  and  directors  of the Managing
General Partner are described below. The officers and directors of the Corporate
General  Partner are the same as the  officers  and  directors  of the  Managing
General Partner.
<TABLE>
<CAPTION>
                                                                           Has served as a Director and/or
                                                                           Officer of the Managing General
Name                                    Positions Held                              Partner Since
----                                    --------------                              -------------
<S>                          <C>                                                    <C> 
Robert Holtz                 Director and Vice President                            November 1994
---------------------------  --------------------------------------------    ------------------------
Mark Plaumann                Director and Vice President                            March 1995
---------------------------  --------------------------------------------    ------------------------
Douglas J. Lambert           President, Treasurer and Secretary                     March 1995
---------------------------  --------------------------------------------    ------------------------
Jay L. Maymudes              Vice President                                         November 1994
---------------------------  --------------------------------------------    ------------------------
Arthur H. Amron              Vice President and Assistant Secretary                 November 1994
---------------------------  --------------------------------------------    ------------------------
</TABLE>
Each director and officer of the Managing General Partner will hold office until
the next annual  meeting of  stockholders  of the Managing  General  Partner and
until his successor is elected and qualified.

The  Managing  General  Partner  also acts as the  managing  general  partner of
American Leasing  Investors VIII-B L.P.. The foregoing  partnership is or was in
the past engaged in the acquisition, leasing and disposition of equipment.

There are no family  relationships  between or among any of the directors and/or
executive officers of the Managing General Partner.

Robert  Holtz,  age 29, has been a Vice  President  and Director of the Managing
General  Partner since November 1994, a Vice President and Secretary of Presidio
since its formation in August 1994 and a Vice President and Assistant  Secretary
of Resurgence Properties, Inc. ("Resurgence"),  a company engaged in diversified
real estate  activities  since its formation in March 1994.  Mr. Holtz is also a
Director and Vice President of XRC Corp.,  a holding  company that holds certain
former assets of Integrated,  since its formation in October 1994. Mr. Holtz has
been a Member and Senior Vice President of Wexford since January 1996.  From May
1994  through  December  1995,  Mr.  Holtz was  employed as a Vice  President of
Wexford  Management  Corp.,  the advisor and manager of Presidio and Resurgence.
From 1989 through May 1994, Mr. Holtz was employed by, and since 1993 was a Vice
President  of, Bear Stearns  Real Estate,  a firm engaged in all aspects of real
estate,  where he was responsible for analysis,  acquisitions  and management of
the assets owned by Bear Stearns Real Estate and its clients.
<PAGE>
Mark  Plaumann,  age 41, has been a Director and Vice  President of the Managing
General  Partner since March 1995. Mr. Plaumann has been a Senior Vice President
of Wexford since January  1996.  Mr.  Plaumann has been a director of Technology
Service Group, Inc., a comany engaged in the design, development,  manufacturing
and sale of public communications products and services, since March 1997, and a
director in Wahlco Environmental Systems, Inc., a company engaged in the sale of
air pollution control and specialty engineered  products,  since June 1996. From
February  1995  through  December  1995,  Mr.  Plaumann  was employed by Wexford
Management  Corp. as a Vice  President.  Mr.  Plaumann was employed by Alvarez &
Marsal,  Inc.,  a crisis  management  consultant,  as a Managing  Director  from
February 1990 through January 1995, by American Healthcare Management,  Inc., an
owner  operator of hospitals  from February 1985 to January 1990, and by Ernst &
Young from January 1973 to February 1985.

Douglas J. Lambert,  age 39, was elected  President,  Treasurer and Secretary of
the  Managing  General  Partner  in  March  1995.  Mr.  Lambert  has been a Vice
President of Wexford  since January  1996.  From November 1994 through  December
1995, Mr. Lambert was employed by Wexford  Management Corp. as an officer of the
various  equipment  leasing   subsidiaries  of  Presidio.   Mr.  Lambert  joined
Integrated in 1983, and has held various financial  reporting positions for both
public and private  equipment  leasing  affiliates of  Integrated.  In 1992, Mr.
Lambert  became  Senior  Vice  President  in charge of finance  in the  Aircraft
Group/Private Placement Division.

Jay L.  Maymudes,  age 36, has been a Vice  President  of the  Managing  General
Partner since November 1994, the Chief Financial  Officer,  a Vice President and
Treasurer of Presidio since its formation in August 1994 and the Chief Financial
Officer and a Vice  President of  Resurgence  since July 1994.  In addition,  he
served as Assistant  Secretary of Resurgence until February 1995, when he became
Secretary. Mr. Maymudes is also a Vice President, Secretary and Treasurer of XRC
Corp.,  since its formation in October 1994. Mr. Maymudes has been a Senior Vice
President and Chief  Financial  Officer of Wexford since January 1996. From July
1994 through  December  1995,  Mr.  Maymudes was employed by Wexford  Management
Corp. as the Chief Financial  Officer and a Vice  President.  From December 1988
through June 1994,  Mr.  Maymudes was the  Secretary  and  Treasurer,  and since
February  1990 was the Senior  Vice  President  of Dusco,  Inc.,  a real  estate
investment advisor.

Arthur H. Amron,  age 40, has been a Vice  President and Assistant  Secretary of
the Managing  General  Partner and certain other  subsidiaries of Presidio since
November 1994. Mr. Amron has been a Senior Vice President and General Counsel of
Wexford since January 1996. From November 1994 through  December 1995, Mr. Amron
was employed by Wexford  Management Corp. as Vice President and General Counsel.
From 1992 through  November 1994, Mr. Amron was an attorney with the law firm of
Schulte,  Roth & Zabel.  From 1984 through 1992,  Mr. Amron was an attorney with
the law firm of Debevoise & Plimpton.

Messrs.  Holtz and Plaumann  also serve as directors of the general  partners of
the  following  limited   partnerships  whose  limited   partnership  units  are
registered  under Section 12 of the Exchange Act:  Aircraft Income Partners L.P.
(Holtz and Plaumann),  High Cash Partners, L.P. (Holtz and Plaumann),  Resources
Pension  Shares 5, L.P.  (Holtz) and Vista  Properties  (Plaumann).  Each of the
foregoing general partners is affiliated with the Managing General Partner.

Presidio  Boram  Corp.,  the  Associate  General  Partner,  is  a  wholly  owned
subsidiary of Presidio, whose directors are Messrs. Holtz and Plaumann.

Registrant believes,  based on written representations  received by it, that for
the 1995 Period all filing  requirements  under Section 16(a) of the  Securities
Exchange Act of 1934 applicable to beneficial owners of Registrant's securities,
Registrant's  general  partners and the  officers and  directors of such general
partners, were complied with.
<PAGE>
Item 11.         Executive Compensation

Registrant  is not  required to pay the  officers or  directors  of the Managing
General Partner, the Corporate General Partner, the Associate General Partner or
the general partners of the former Associate  General Partner any  remuneration.
The Managing  General Partner does not presently pay any  remuneration to any of
its officers or  directors.  (See Item 13,  "Certain  Relationships  and Related
Transactions".)

Certain   officers  and  directors  of  the  Managing  General  Partner  receive
compensation  from  affiliates  of the  Managing  General  Partner (but not from
Registrant) for services  performed for various affiliated  entities,  which may
include services performed for Registrant; however, the Managing General partner
believes that any compensation attributable to services performed for Registrant
is immaterial. See Item 13, "Certain Relationships and Related Transactions".


Item 12.         Security Ownership of Certain Beneficial Owners and Management

As of March 1, 1997, no person owned of record or was known by Registrant to own
beneficially more than 5% of the Units of Registrant.

As of March 1, 1997, none of the officers and directors of the Managing  General
Partner or the Corporate General Partner was known by Registrant to beneficially
own Units or shares of Presidio,  the parent of the Managing General Partner and
the Corporate General Partner.

The following  table sets forth  certain  information  known to Registrant  with
respect to beneficial ownership of the Class A Shares of Presidio as of March 1,
1997,  by each  person who  beneficially  owns 5% or more of the Class A Shares,
U.S.  $.01 par value.  The holders of Class A Shares are entitled to elect three
out of the five members of Presidio's  Board of Directors with the remaining two
directors being elected by holders of the Class B Shares, U.S. $.01 par value of
Presidio.
<TABLE>
<CAPTION>
                                          Beneficial Ownership 
Name of Beneficial Owner                   Number of Shares              Percentage Outstanding
------------------------                   ----------------              ----------------------
<S>                                         <C>                                 <C>
Thomas F. Steyer/Fleur A. Fairman           4,553,560(1)                        51.8%
----------------------------------------------------------------------------------------------- 
John M. Angelo/Michael L. Gordon            1,231,762(2)                        14.0%
----------------------------------------------------------------------------------------------- 
Intermarket Corp.                           1,000,918(3)                        11.4%
-----------------------------------------------------------------------------------------------
M. H. Davidson and Co.                        474,205(4)                         5.4% 
-----------------------------------------------------------------------------------------------

(1)    As the  managing  partners of each of  Farallon  Capital  Partners,  L.P.
       ("FCP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon
       Capital Institutional Partners II, L.P. ("FCIP II") and Tinicum Partners,
       L.P. ("Tinicum"),  (collectively, the "Farallon Partnerships"),  may each
       be deemed to own  beneficially for purposes of Rule 13d-3 of the Exchange
       Act  the   1,397,318,   1,610,730,   607,980  and  241,671  shares  held,
       respectively, by each of such Farallon Partnerships.
<PAGE>
       Farallon Capital  Management,  LLC ("FCMLLC"),  the investment advisor to
       certain discretionary accounts which collectively hold 695,861 shares and
       Enrique H.  Boilini,  David I. Cohen,  Joseph F.  Downes,  Jason M. Fish,
       Andrew B. Fremder, William F. Mellin, Steven L. Millham, Meridee A. Moore
       and Thomas F. Steyer, as a managing member of FCMLLC  (collectively,  the
       "Managing  Members") may be deemed to be the  beneficial  owner of all of
       the shares owned by such discretionary accounts. FCMLLC and each Managing
       Member disclaims any beneficial ownership of such shares.

       Farallon Partners,  LLC ("FPLLC") (the general partner of FCP, FCIP, FCIP
       II and Tinicum),  and each of Fleur A. Fairman,  Mr. Boilini,  Mr. Cohen,
       Mr. Downes, Mr. Fish, Mr. Fremder, Mr. Mellin, Mr. Millham, Ms. Moore and
       Mr. Steyer, each as managing member of FPLLC (collectively, the "Managing
       Members"),  may be deemed to be the beneficial owner of all of the shares
       owned by FCP, FCIP,  FCIP II and Tinicum.  FPLLC and each managing Member
       disclaims any beneficial ownership of such shares.

(2)    John  M.  Angelo  and  Michael  L.  Gordon,   the  general  partners  and
       controlling persons of AG Partners, L.P., which is the general partner of
       Angelo,  Gordon & Co., L.P., may be deemed to have  beneficial  ownership
       under  Section 13(d) of the Exchange Act of the  securities  beneficially
       owned by Angelo, Gordon & Co., L.P. and its affiliates.  Angelo, Gordon &
       Co., L.P., a registered investment advisor,  serves as general partner of
       various  limited  partnerships  and as investment  advisor of third party
       accounts with power to vote and direct the  disposition of Class A Shares
       owned by such limited partnerships and third party accounts.

(3)    Intermarket   Corp.   serves  as  General  Partner  for  certain  limited
       partnerships  and as  investment  advisor  to  certain  corporations  and
       foundations. As a result of such relationships,  Intermarket Corp. may be
       deemed  to have the  power to vote and the  power to  dispose  of Class A
       shares held by such partnerships, corporations and foundations.

(4)    Marvin H. Davidson,  Thomas L. Kempner Jr.,  Stephen M. Dowicz,  Scott E.
       Davidson  and  Michael J.  Leffell,  the  general  partners,  members and
       stockholders of certain  entities that are general partners or investment
       advisors of Davidson Kempner Endowment  Partners,  L.P., Davidson Kempner
       Partners,  L.P.,  Davidson  Kempner  Institutional  Partners,  L.P., M.H.
       Davidson and Co., Davidson Kempner  International Ltd. (collectively,  the
       "Investment  Funds"),  may be deemed to be the  beneficial  owners  under
       Section  13(d) of the Exchange Act of the securities  beneficially  owned
       by the Investment Funds and their affiliates.

       In  addition,   Mr.  Kempner  owns  800  shares  and  may  be  deemed  to
       beneficially  own  certain  securities  held by certain  foundations  and
       trusts. Mr. Kempner disclaims beneficial ownership of such shares.
</TABLE>
All of Presidio's  Class B Shares are owned by IR Partners.  Such Class B Shares
are convertible in certain circumstances into 1,200,000 Class A Shares; however,
such shares are not convertible at present. IR Partners is a general partnership
whose general partners are Steinhardt Management,  certain of its affiliates and
accounts  managed by it and Roundhill  Associates.  Roundhill  Associates,  is a
limited partnership whose general partner is Charles E. Davidson,  the principal
of Presidio  Management,  the  Chairman of the Board of Presidio and a Member of
Wexford. Joseph M. Jacobs, the Chief Executive Officer and President of Presidio
<PAGE>
and a Member and the President of Wexford,  has a limited partner's  interest in
Roundhill  Associates.  Pursuant to Rule 13d-3 under the Exchange  Act,  each of
Michael H. Steinhardt,  the controlling person of Steinhardt  Management and its
affiliates and Charles E. Davidson may be deemed to be beneficial owners of such
1,200,000 shares.

Shares  held by each Class A Director  of  Presidio  were  issued  pursuant to a
Memorandum  of  Understanding  Regarding  Compensation  of Class A Directors  of
Presidio. (See "Executive Compensation - Compensation of Directors.")

The address of Thomas F. Steyer and the other individuals  mentioned in footnote
1 to the table above  (other  than Fleur A.  Fairman)  is c/o  Farallon  Capital
Partners,  L.P., One Maritime  Plaza,  San Francisco,  California  94111 and the
address of Fleur A. Fairman is c/o Farallon Capital Management,  Inc., 800 Third
Avenue,  40th Floor, New York, New York 10022.  The address of Angelo,  Gordon &
Co., L.P. and its affiliates is 245 Park Avenue,  26th Floor, New York, New York
10167.  The address for Intermarket  Corp. Is 667 Madison Avenue,  New York, New
York 10021.  The address for M.H.  Davidson and Co. is 885 Third Ave., New York,
New York, 10022.
 
Item 13.         Certain Relationships and Related Transactions

The Managing  General Partner,  the Corporate  General Partner and the Associate
General  Partner  received  $24,128,  $2,985  and  $2,736,  respectively,   from
Registrant as their share of distributions of cash from operations and cash from
sales for the 1996  Period.  No  director  or  officer of the  Managing  General
Partner received any direct remuneration from Registrant during the 1996 Period.

For a description of the interest of the Managing General Partner, the Corporate
General Partner and the Associate General Partner in cash from operations,  cash
from sales and cash from  equipment  reserve  account,  reference is made to the
material contained in the Prospectus under the heading MANAGEMENT  COMPENSATION,
which is incorporated herein by reference.

IREG  provides  equipment  management  services  to  Registrant  pursuant to the
Management  Agreement  for a fee based upon a percentage of  Registrant's  gross
revenues from the equipment in its  portfolio.  Such equipment  management  fees
aggregated  $149,445 for the 1996 Period.  Pursuant to the Management  Agreement
referred to above,  IREG is also entitled to receive (i) partnership  management
fees of 4% of cash from  operations and (ii) a subordinated  incentive fee equal
to 14% of  distributions  to partners of cash from sales and cash from equipment
reserve  account (and an additional 10% of cash from  operations)  after certain
returns have been achieved.  See the material  contained in the Prospectus under
the heading MANAGEMENT COMPENSATION,  which is incorporated herein by reference,
for a description of the agreement.  During the 1996 Period, Registrant had paid
or accrued  for  payment  $115,941  as  partnership  management  fees under this
agreement.  See Item 7,  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations"  for the discussion of the possible  impact
of declining management fees on IREG and Registrant.

Certain  officers  and/or  directors of the  Managing  General  Partner  receive
compensation  from  affiliates  of the  Managing  General  Partner (but not from
Registrant) for services  performed for various affiliated  entities,  which may
include services performed for Registrant.
<PAGE>

PART IV

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

1.                Financial Statements

                  See Index to Financial Statements in Part II, Item 8.

2.                Financial Statement Schedule

                  Schedule II.  Valuation and Qualifying Accounts (see Index
                  to Financial Statements in Part II, Item 8).

3.                Exhibits

3.1               Certificate of Limited  Partnership  of  Registrant,  filed on
                  July 11, 1986.*

3.2               Partnership  Agreement  of  Registrant,  dated  as of July 21,
                  1986,  as  amended  and  restated  as  of  December  22,  1986
                  (included as Exhibit A to Exhibit 28).**

3.3               Amendment to Certificate of Limited Partnership.

10.1              Participation Agreement, dated as of June 1, 1988, among First
                  Security  Bank of Utah,  N.A.  (the  "Bank"),  Registrant  and
                  Midway Airlines, Inc.***

10.2              Lease  Agreement,  dated as of June 1, 1988,  between the Bank
                  and Midway Airlines, Inc.***

10.3              Aircraft Purchase  Agreement,  dated as of June 1, 1988, among
                  the Bank, Registrant and Midway Airlines, Inc.***

10.4              Participation Agreement,  dated as of July 15, 1988, among the
                  Bank, Registrant and Aloha Airlines, Inc.***

10.5              Lease Agreement,  dated as of July 15, 1988,  between the Bank
                  and Aloha Airlines, Inc.***

10.6              Aircraft  Purchase  Agreement,  dated  as of  July  15,  1988,
                  between the Bank and Aloha Airlines, Inc.***

10.7              Participation  Agreement,  dated as of October 25, 1988, among
                  the Bank, Registrant, Security Pacific Equipment Leasing, Inc.
                  and Hawaiian Airlines.***

10.8              Aircraft Lease, dated as of October 25, 1988, between the Bank
                  and Hawaiian Airlines, Inc.***

10.9              Aircraft Purchase Agreement,  dated as of May 5, 1988, between
                  Hawaiian Airlines, Inc. and Trust Company for USL, Inc.***

10.10             Lease Agreement, dated as of January 3, 1989, between the Bank
                  and Southwest Airlines Co.***

10.11             Mortgage and Security Agreement,  dated as of January 3, 1989,
                  between the Bank and John Hancock Leasing Corporation.***
<PAGE>
10.12             Participation  Agreement,  dated as of January 3, 1989,  among
                  the Bank, Registrant,  Southwest Airlines Co. and John Hancock
                  Leasing Corporation.***

10.13             Lease Agreement, dated as of January 4, 1989, between the Bank
                  and Southwest Airlines Co.***

10.14             Mortgage and Security Agreement,  dated as of January 4, 1989,
                  between the Bank and John Hancock Leasing Corporation.***

10.15             Participation  Agreement,  dated as of January 4, 1989,  among
                  the Bank, Registrant,  Southwest Airlines Co. and John Hancock
                  Leasing Corporation.***

10.16             Loan   Agreement,   dated  as  of  January  17,  1989,   among
                  Registrant,  the Bank, John Hancock Leasing  Corporation,  New
                  England  Mutual  Life  Insurance  Company and  Meridian  Trust
                  Company.***

10.17             Loan   Agreement,   dated  as  of  January  18,  1989,   among
                  Registrant,  the Bank, John Hancock Leasing  Corporation,  New
                  England  Mutual  Life  Insurance  Company and  Meridian  Trust
                  Company.***

10.18             Management   Agreement  between  Registrant  and  ALI  Leasing
                  Service Corp., dated July 20, 1986.****

10.19             Acquisition  and  Disposition   Services   Agreement   between
                  Registrant  and ALI  Leasing  Service  Corp.,  dated  July 20,
                  1986.*****

10.20             Settlement  Agreement,  dated as of August 21,  1992,  between
                  First  Security  Bank  of  Utah,  N.A.  and  Alaska  Airlines,
                  Inc.******

10.21             Escrow  Agreement,  dated  August  21,  1992,  between  Alaska
                  Airlines, Inc. and First Security Bank of Utah, N.A.******

10.22             Lease  Amendment No. 2, dated as of November 5, 1992,  between
                  Hawaiian  Airlines,  Inc.  and  First  Security  Bank of Utah,
                  N.A.******

10.23             Mortgage Amendment No. 2, dated as of November 5, 1992 between
                  First  Security  Bank  of  Utah,  N.A.  and  Security  Pacific
                  Equipment Leasing, Inc.******

10.24             Interim  Settlement  Agreement,  dated as of January  27, 1993
                  between  Integrated  Aircraft Corp., IAC Leasing Corp. IV, IAC
                  Leasing Corp V,  Integrated  Aircraft Fund Management Corp and
                  ALI  Equipment   Management   Corp.  and  Hawaiian   Airlines,
                  Inc.******

10.25             Agreement dated as of March 4, 1993,  between  Aircraft Income
                  Partners,   L.P.,  Aircraft  Income  Partners  II,  L.P.,  and
                  National  Lease Income Fund 6, L.P. and HAL, Inc. and Hawaiian
                  Airlines, Inc.******
<PAGE>
10.26             Form of Lease Agreement,  dated as of January 5, 1993, between
                  First Security Bank of Utah, N.A., as Trustee for the benefits
                  of Registrant and Continental  Airlines.  Note:  substantially
                  identical leases in all material  respects except for aircraft
                  specific  references  were  entered  into with  respect to two
                  aircraft owned by First  Security Bank of Utah,  N.A., for the
                  benefit of Registrant.******

10.27             Form of Participation Agreement,  dated as of January 5, 1993,
                  among  First  Security  Bank of  Utah,  N.A.,  Registrant  and
                  Continental Airlines. Note: substantially identical agreements
                  in  all  material   respects  except  for  aircraft   specific
                  references  were  entered  into with  respect to two  aircraft
                  owned by First Security Bank of Utah, N.A., for the benefit of
                  Registrant.******

10.28             Second Lease  Extension  Agreement,  dated as of July 5, 1995,
                  between First Security Bank of Utah, National  Association and
                  Southwest Airlines Co.

10.29             Second Lease  Extension  Agreement,  dated as of July 5, 1995,
                  between First Security Bank of Utah, National  Association and
                  Southwest Airlines Co.

10.30             Second Lease  Amendment and Extension  Agreement,  dated as of
                  July 12, 1995,  between First Security Bank of Utah,  National
                  Association and Aloha Airlines Inc.

10.31             Purchase  Agreement,  dated  as of  March  31,  1995,  between
                  Coastal Airlines  ("Purchaser"),  First Security Bank of Utah,
                  National  Association  ("Trustee")  and National  Lease Income
                  Fund 6 L.P. ("Beneficiary").

10.32             Amended and Restated Aircraft Purchase Agreement,  dated as of
                  September 7, 1995,  between ELTA  Electronics  Industries Ltd.
                  ("Purchaser  Beneficiary"),   First  Security  Bank  of  Utah,
                  National Association ("Purchaser"), National Lease Income Fund
                  6 L.P. ("Seller Beneficiary") and First Security Bank of Utah,
                  National Association ("Seller").

28                Prospectus  of   Registrant,   dated  December  31,  1986,  as
                  supplemented  by  supplements  dated March 13,  1987,  July 6,
                  1987, September 1, 1987, November 30, 1987, March 25, 1988 and
                  May 16, 1988.***

(b).              Current  Reports on Form 8-K filed  during the last quarter of
                  Registrant's fiscal year.

                  None.
<PAGE>


*        Incorporated  by  reference to Exhibit 4 to  Registrant's  Registration
         Statement on Form S-1, dated August 13, 1986.

**       Incorporated  by  reference  to  Post-Effective   Amendment  No.  5  to
         Registrant's Registration Statement on Form S-1, dated May 20, 1988.

***      Incorporated  by  reference  to  Post-Effective   Amendment  No.  5  to
         Registrant's Registration Statement on Form S-1, dated May 20, 1988.

****     Incorporated by reference to Exhibit 10(b) to Registrant's Registration
         Statement on Form S-1, dated May 20, 1988.

*****    Incorporated by reference to Exhibit 10(c) to Registrant's Registration
         Statement on Form S-1, dated May 20, 1988.

******   Incorporated  by reference to  Registrant's  Annual Report on Form 10-K
         for the fiscal year ended December 31, 1992, File No. 0-15643.

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  Registrant  has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 29th day of March, 1997.



NATIONAL LEASE INCOME FUND 6, L.P.

By:  ALI EQUIPMENT MANAGEMENT CORP.
     Managing General Partner
                                                   
                                                        Date
By:  /s/ Douglas J. Lambert                         March 29, 1997
     ---------------------- 
     Douglas J. Lambert
     President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of Registrant in their
capacities as directors  and/or officers (as to the Managing General Partner) on
the date indicated below.


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


/s/Douglas J. Lambert       President                            March 29, 1997
--------------------- 
Douglas J. Lambert          (Principal Executive and
                            Financial Officer)

/s/Robert Holtz             Director and Vice President          March 29, 1997
--------------- 
Robert Holtz

/s/Mark Plaumann            Director and Vice President          March 29, 1997
---------------- 
Mark Plaumann
<PAGE>
                                 EXHIBIT INDEX

Exhibit                                            
Number
-------    
              
3.1    Certificate  of  Limited  Partnership  of  Registrant,  filed on July 11,
       1986.*

3.2    Partnership  Agreement  of  Registrant,  dated  as of July 21,  1986,  as
       amended and  restated as of December  22, 1986  (included as Exhibit A to
       Exhibit 28).**

3.3    Amendment to Certificate of Limited Partnership.

10.1   Participation  Agreement,  dated as of June 1, 1988, among First Security
       Bank of Utah, N.A. (the "Bank"), Registrant and Midway Airlines, Inc.***

10.2   Lease  Agreement,  dated as of June 1, 1988,  between the Bank and Midway
       Airlines, Inc.***

10.3   Aircraft  Purchase  Agreement,  dated as of June 1, 1988, among the Bank,
       Registrant and Midway Airlines, Inc.***

10.4   Participation  Agreement,  dated as of July 15,  1988,  among  the  Bank,
       Registrant and Aloha Airlines, Inc.***

10.5   Lease  Agreement,  dated as of July 15, 1988,  between the Bank and Aloha
       Airlines, Inc.***

10.6   Aircraft Purchase Agreement,  dated as of July 15, 1988, between the Bank
       and Aloha Airlines, Inc.***

10.7   Participation  Agreement,  dated as of October 25, 1988,  among the Bank,
       Registrant,   Security  Pacific  Equipment  Leasing,  Inc.  and  Hawaiian
       Airlines.***

10.8   Aircraft  Lease,  dated as of  October  25,  1988,  between  the Bank and
       Hawaiian Airlines, Inc.***

10.9   Aircraft Purchase  Agreement,  dated as of May 5, 1988,  between Hawaiian
       Airlines, Inc. and Trust Company for USL, Inc.***

10.10  Lease  Agreement,  dated as of  January  3,  1989,  between  the Bank and
       Southwest Airlines Co.***

10.11  Mortgage and Security Agreement, dated as of January 3, 1989, between the
       Bank and John Hancock Leasing Corporation.***

10.12  Participation  Agreement,  dated as of January  3, 1989,  among the Bank,
       Registrant,   Southwest   Airlines   Co.   and   John   Hancock   Leasing
       Corporation.***

10.13  Lease  Agreement,  dated as of  January  4,  1989,  between  the Bank and
       Southwest Airlines Co.***

10.14  Mortgage and Security Agreement, dated as of January 4, 1989, between the
       Bank and John Hancock Leasing Corporation.***
<PAGE>
10.15  Participation  Agreement,  dated as of January  4, 1989,  among the Bank,
       Registrant,  Southwest Airlines Co. and John Hancock Leasing Corporation.
       ***

10.16  Loan Agreement, dated as of January 17, 1989, among Registrant, the Bank,
       John  Hancock  Leasing  Corporation,  New England  Mutual Life  Insurance
       Company and Meridian Trust Company.***

10.17  Loan Agreement, dated as of January 18, 1989, among Registrant, the Bank,
       John  Hancock  Leasing  Corporation,  New England  Mutual Life  Insurance
       Company and Meridian Trust Company.***

10.18  Management  Agreement  between  Registrant and ALI Leasing Service Corp.,
       dated July 20, 1986.****

10.19  Acquisition and Disposition Services Agreement between Registrant and ALI
       Leasing Service Corp., dated July 20, 1986.*****

10.20  Settlement Agreement, dated as of August 21, 1992, between First Security
       Bank of Utah, N.A. and Alaska Airlines, Inc.******

10.21  Escrow Agreement,  dated August 21, 1992,  between Alaska Airlines,  Inc.
       and First Security Bank of Utah, N.A.******

10.22  Lease  Amendment  No. 2, dated as of November 5, 1992,  between  Hawaiian
       Airlines, Inc. and First Security Bank of Utah, N.A.******

10.23  Mortgage  Amendment  No. 2, dated as of  November 5, 1992  between  First
       Security  Bank of Utah,  N.A. and  Security  Pacific  Equipment  Leasing,
       Inc.******

10.24  Interim  Settlement  Agreement,  dated as of  January  27,  1993  between
       Integrated  Aircraft  Corp.,  IAC Leasing  Corp.  IV, IAC Leasing Corp V,
       Integrated  Aircraft Fund  Management  Corp and ALI Equipment  Management
       Corp. and Hawaiian Airlines, Inc.******

10.25  Agreement dated as of March 4, 1993,  between  Aircraft Income  Partners,
       L.P.,  Aircraft  Income Partners II, L.P., and National Lease Income Fund
       6, L.P. and HAL, Inc. and Hawaiian Airlines, Inc.******

10.26  Form of Lease  Agreement,  dated as of  January 5,  1993,  between  First
       Security  Bank of Utah,  N.A.,  as Trustee for the benefits of Registrant
       and Continental  Airlines.  Note:  substantially  identical leases in all
       material  respects except for aircraft  specific  references were entered
       into with respect to two aircraft  owned by First  Security Bank of Utah,
       N.A., for the benefit of Registrant.******

10.27  Form of Participation Agreement, dated as of January 5, 1993, among First
       Security Bank of Utah, N.A., Registrant and Continental  Airlines.  Note:
       substantially  identical  agreements in all material  respects except for
       aircraft  specific  references  were  entered  into with  respect  to two
       aircraft owned by First  Security Bank of Utah,  N.A., for the benefit of
       Registrant.******

10.28  Second Lease Extension Agreement, dated as of July 5, 1995, between First
       Security Bank of Utah, National Association and Southwest Airlines Co.

10.29  Second Lease Extension Agreement, dated as of July 5, 1995, between First
       Security Bank of Utah, National Association and Southwest Airlines Co.
<PAGE>
10.30  Second Lease  Amendment  and  Extension  Agreement,  dated as of July 12,
       1995, between First Security Bank of Utah, National Association and Aloha
       Airlines Inc.

10.31  Purchase Agreement,  dated as of March 31, 1995, between Coastal Airlines
       ("Purchaser"),   First  Security  Bank  of  Utah,  National   Association
       ("Trustee") and National Lease Income Fund 6 L.P. ("Beneficiary").

10.32  Amended and Restated Aircraft Purchase  Agreement,  dated as of September
       7,  1995,   between  ELTA   Electronics   Industries   Ltd.   ("Purchaser
       Beneficiary"),   First  Security  Bank  of  Utah,  National   Association
       ("Purchaser"),  National Lease Income Fund 6 L.P. ("Seller  Beneficiary")
       and First Security Bank of Utah, National Association ("Seller").

28     Prospectus of  Registrant,  dated December 31, 1986, as  supplemented  by
       supplements  dated  March 13,  1987,  July 6,  1987,  September  1, 1987,
       November 30, 1987, March 25, 1988 and May 16, 1988.***


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

*      Incorporated  by  reference  to  Exhibit 4 to  Registrant's  Registration
       Statement on Form S-1, dated August 13, 1986.

**     Incorporated   by  reference  to   Post-Effective   Amendment  No.  5  to
       Registrant's Registration Statement on Form S-1, dated May 20, 1988.

***    Incorporated   by  reference  to   Post-Effective   Amendment  No.  5  to
       Registrant's Registration Statement on Form S-1, dated May 20, 1988.

****   Incorporated by reference to Exhibit 10(b) to  Registrant's  Registration
       Statement on Form S-1, dated May 20, 1988.

*****Incorporated  by reference to Exhibit  10(c) to  Registrant's  Registration
       Statement on Form S-1, dated May 20, 1988.

****** Incorporated by reference to Registrant's  Annual Report on Form 10-K for
       the fiscal year ended December 31, 1992, File No. 0-15643.